Morgan Stanley Finance LLC filed a Free Writing Prospectus on October 28, 2026, disclosing terms for its SPUMP40 Jump Notes with Auto-Callable Feature due November 17, 2033, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor, according to the filing.
  • Pricing and maturity dates: The notes are priced on November 12, 2026, with a maturity date of November 17, 2033, and a CUSIP of 61781TNR0.
  • Estimated value: The filing states an estimated value of $920.00 per note, or within $55.00 of that estimate.
  • Auto-call feature: The notes can be automatically redeemed on six determination dates from November 12, 2027 through November 12, 2032, if the underlier closes at or above 100% of its initial level on the applicable date.
  • Early redemption payments: Per-note early redemption payments range from at least $1,113.50 on the first determination date to at least $1,681.00 on the sixth, according to the filing.
  • No interest payments: The filing discloses that the notes do not pay interest.
  • No exchange listing: According to the filing, "the notes will not be listed on any securities exchange and secondary trading may be limited."

SPUMP40 Jump Notes: Structure, Underlier, and Risk Disclosures

According to the filing, the notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), which was established on March 14, 2022. The filing notes that the index "has very limited operating history" and that this "may involve greater risk than an investment in an index with longer actual historical performance and a proven track record." The index applies a 4% per annum decrement, which the filing states "will adversely affect the performance of the Index in all cases, whether the Index appreciates or depreciates."

The filing includes hypothetical payment scenarios. If the notes are not called early and the underlier's closing level is flat or falls by any amount through maturity, the hypothetical return on the notes is shown as 0.00%. If the underlier rises, the return reflects the percentage gain up to the final determination date of November 14, 2033. The filing makes clear that all payments are subject to the credit risk of Morgan Stanley and Morgan Stanley Finance LLC, and that MSFL "has no independent operations and will have no independent assets."

The filing also discloses that the estimated value of $920.00 per note is less than the original issue price, a difference the filing attributes to "costs associated with issuing, selling, structuring and hedging the notes." The calculation agent is described as a subsidiary of Morgan Stanley and an affiliate of MSFL. The filing warns that U.S. federal income tax consequences of an investment "are uncertain" and advises investors to consult a tax adviser. Registration statement numbers cited are 333-293641 and 333-293641-01.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of structured Jump Notes linked to the SPUMP40 index, including six potential auto-call dates, per-note redemption payment amounts, an estimated value of $920.00, a November 17, 2033 maturity date, and associated risk factors.