Morgan Stanley Finance LLC filed a Free Writing Prospectus on October 28, 2026, for Preliminary Pricing Supplement No. 19,745, covering Buffered Jump Securities with an Auto-Callable Feature linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, due November 17, 2031.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley is the guarantor.
  • Underlier: The securities are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), established March 14, 2022.
  • Estimated value: $902.90 per security, or within $52.90 of that estimate, against a $1,000 original issue price implied by the structure.
  • Buffer amount: 15%, with a maximum loss of 85% at maturity if the securities are not auto-called.
  • Call threshold level: 90% of the initial level; 48 monthly determination dates run from November 15, 2027 through October 13, 2031.
  • Pricing date and maturity: Pricing date is November 12, 2026; maturity date is November 17, 2031; CUSIP 61781TNN9.
  • Assumed call return: Approximately 14.50% per annum, per the hypothetical examples in the filing.

Structure and Terms of the SPUMP40 Buffered Jump Securities

According to the filing, the securities are issued by Morgan Stanley Finance LLC under Registration Statement Nos. 333-293641 and 333-293641-01, with Morgan Stanley acting as guarantor. The securities are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index, which the filing notes was established on March 14, 2022 and "therefore has very limited operating history." The filing also discloses that a 4% per annum decrement "will adversely affect the performance of the Index in all cases, whether the Index appreciates or depreciates."

The auto-callable feature provides for 48 monthly determination dates. At the first determination date on November 15, 2027, the filing states the early redemption payment per security would range from $1,145.00 to $1,155.00. By the final determination date on October 13, 2031, that range would be $1,712.917 to $1,762.083 per security. All payments are disclosed to be "subject to our credit risk." The call threshold level is set at 90% of the initial level, meaning automatic early redemption is triggered only if the underlier closes at or above that level on a given determination date.

The filing's hypothetical maturity scenarios illustrate that if the underlier falls 15%, investors would receive $1,000.00 per security, while a 50% decline would result in $650.00 per security and a 100% decline in $150.00 per security. The securities "will not be listed on any securities exchange and secondary trading may be limited," according to the filing. The estimated value of $902.90 per security is described as determined "by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price."

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for structured securities linked to the SPUMP40 index, detailing 48 auto-call dates from 2027 to 2031, a 15% buffer at maturity, an estimated value of $902.90 per security, and multiple risk factors including credit risk and index leverage.