Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,746 on October 28, 2026, covering SPUMP40 Buffered Jump Securities with an Auto-Callable Feature due November 17, 2031, linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index.

Key Highlights

  • Issuer and guarantor: The securities are issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley (NYSE:MS), with all payments subject to the issuer's credit risk.
  • Underlier: Returns are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (SPUMP40), which applies a 4% per annum decrement that, according to the filing, "will adversely affect the performance of the Index in all cases."
  • Estimated value: The estimated value is $906.90 per security, or within $55.00 of that estimate, against a $1,000 face amount.
  • Buffer protection: A 15% buffer amount applies at maturity, meaning investors face a maximum loss of 85% of principal if the securities are not redeemed early.
  • Auto-callable schedule: The filing lists 48 monthly determination dates from November 15, 2027 through October 13, 2031, with early redemption payments ranging from $1,200.00-$1,210.00 (date #1) to $1,983.333-$2,032.50 (date #48) per security.
  • Maturity payment cap: Hypothetical examples in the filing show a maximum payment at maturity of $2,000.00 per security, assuming a call return of approximately 20.00% per annum, regardless of how much the underlier gains.
  • CUSIP and pricing date: The securities carry CUSIP 61781TNP4, with a pricing date of November 12, 2026 and a final determination date of November 12, 2031.

Structure and Terms of the SPUMP40 Buffered Jump Securities

According to the filing, Morgan Stanley Finance LLC is offering Buffered Jump Securities linked to the SPUMP40 index, a momentum-oriented equity index that applies a fixed 4% annual decrement to its performance. The securities do not pay periodic interest, and the filing states that "the securities provide for only the minimum payment at maturity and do not pay interest." The call threshold level is set at 100% of the initial level, meaning automatic early redemption is triggered if the underlier's closing level on any monthly determination date equals or exceeds its starting level.

The filing presents hypothetical maturity scenarios illustrating how the buffer and cap interact. If the underlier falls 15%, investors would receive $1,000.00 per security; if it falls 50%, the payment drops to $650.00. On the upside, gains of 50% or 100% each produce the same $2,000.00 maximum payment, reflecting the fixed-cap structure. The filing also notes that the SPUMP40 index was established on March 14, 2022, giving it limited operating history, and that the index is subject to leverage risk and may not be fully invested at all times.

The filing discloses that the estimated value of $906.90 per security is below the original issue price because the pricing and valuation models used by Morgan Stanley may differ from those of other dealers, and because costs associated with "issuing, selling, structuring and hedging the securities" are embedded in the original issue price. The securities will not be listed on any securities exchange, and secondary trading may be limited, according to the filing. Registration Statement Nos. 333-293641 and 333-293641-01 cover the offering.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of auto-callable buffered structured securities linked to the SPUMP40 index, including 48 monthly call dates, a 15% principal buffer, an estimated value of $906.90 per security, a pricing date of November 12, 2026, and a stated maturity of November 17, 2031.