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MORGAN STANLEY — Regulatory Filings 2026
May 21, 2026
29766_prs_2026-05-21_c28ed896-5c46-4d3c-9d2e-7166b49c5563.zip
Regulatory Filings
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424B2 1 ms15839_424b2-16571.htm PRICING SUPPLEMENT NO. 15,839 QES 7h3d0c70r 1779391203.672877
May 2026
Pricing Supplement No. 15,839
Registration Statement Nos. 333-293641; 333-293641-01
Dated May 20, 2026
Filed pursuant to Rule 424(b)(2)
M organ S tanley F inance LLC
Structured Investments
Opportunities in U.S. Equities
Market Linked Securities—Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of ServiceNow, Inc. due June 2, 2027
Fully and Unconditionally Guaranteed by Morgan Stanley
￭ Linked to the common stock of ServiceNow, Inc. (the “underlying stock”) ￭ The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. ￭ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater than or less than the face amount of the securities, depending on the performance of the underlying stock from the starting price to the ending price. The maturity payment amount will reflect the following terms: ￭ If the price of the underlying stock increases (regardless of the extent of that increase), stays the same or decreases but the decrease is to a price that is greater than or equal to the threshold price, you will receive the face amount plus the contingent fixed return of 21% of the face amount ￭ If the price of the underlying stock decreases to a price less than the threshold price, you will have full downside exposure to the decrease in the price of the underlying stock from the starting price, and you will lose more than 40%, and possibly all, of the face amount ￭ The threshold price is equal to 60% of the starting price ￭ Investors may lose up to 100% of the face amount ￭ The securities are for investors who are willing to risk their investment and forgo current income in exchange for the contingent fixed return feature that applies only if the ending price is greater than or equal to the threshold price ￭ Any positive return on the securities at maturity will be limited to the contingent fixed return, even if the ending price significantly exceeds the threshold price; you will not participate in any appreciation of the underlying stock beyond the contingent fixed return ￭ The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program ￭ All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment ￭ These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, the underlying stock
The current estimated value of the securities is $944.00 per security. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stock, instruments based on the underlying stock, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. See “Estimated Value of the Securities” on page 3.
The securities have complex features and investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10. All payments on the securities are subject to our credit risk.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement for principal at risk securities, tax supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the related product supplement for principal at risk securities, tax supplement and prospectus, each of which can be accessed via the hyperlinks below.
. Please also see “Additional Information About the Securities” at the end of this document.
As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
| Commissions and offering price: | Price to public | Agent’s commissions (1)(2) | Proceeds to us (3) |
|---|---|---|---|
| Per security | $1,000 | $23.25 | $976.75 |
| Total | $3,232,000 | $75,144 | $3,156,856 |
(1) Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $23.25 for each security it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $17.50 per security, and WFA may receive a distribution expense fee of $0.75 for each security sold by WFA. See “Supplemental information concerning plan of distribution; conflicts of interest.”
(2) In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
(3) See “Use of Proceeds and Hedging” in the accompanying product supplement for principal at risk securities.
Product Supplement for Principal at Risk Securities dated April 8, 2026 Tax Supplement dated April 8, 2026
Prospectus dated April 8, 2026
Morgan Stanley Wells Fargo Securities
M organ S tanley F inance LLC
Market Linked Securities—Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of ServiceNow, Inc. due June 2, 2027
| Final Terms | |
|---|---|
| Issuer: | Morgan Stanley Finance LLC |
| Guarantor: | Morgan Stanley |
| Maturity date: | June 2, 2027, subject to postponement if the calculation day is postponed* |
| Underlying stock: | The common stock of ServiceNow, Inc. (the “underlying company”) (Nasdaq symbol: NOW) |
| Maturity payment amount: | At maturity, the maturity payment amount per $1,000 face amount of securities will be determined as follows: ● If the ending price is greater than or equal to the threshold price: $1,000 + contingent fixed return; ● If the ending price is less than the threshold price: $1,000 + ($1,000 × underlying return) If the ending price is less than the threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at maturity. Notwithstanding anything to the contrary in the accompanying product supplement for principal at risk securities, the amount you will receive at maturity will be the maturity payment amount, defined and calculated as provided in this document. |
| Contingent fixed return: | 21% of the face amount ($210 per security) |
| Underlying return: | The percentage change from the starting price to the ending price, measured as follows: ending price – starting price starting price |
| Stock closing price: | With respect to the underlying stock, stock closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement for principal at risk securities. |
| Starting price: | $103.30, which is the stock closing price on the pricing date. |
| Ending price: | The stock closing price on the calculation day. |
| Calculation day: | May 27, 2027**, subject to postponement for non-trading days and certain market disruption events |
| Threshold price: | $61.98, which is equal to 60% of the starting price. |
| Face amount: | $1,000 per security. References in this document to a “security” are to a security with a face amount of $1,000. |
| Pricing date: | May 20, 2026 |
| Original issue date: | May 26, 2026 (3 business days after the pricing date) |
| CUSIP / ISIN: | 61781FTD5 / US61781FTD59 |
| Listing: | The securities will not be listed on any securities exchange. |
| Agents: | Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and Wells Fargo Securities, LLC (“WFS”). See “Additional Information About the Securities—Supplemental information regarding plan of distribution; conflicts of interest.” |
| * Subject to postponement pursuant to “General Terms of the Securities—Payment Dates” in the accompanying product supplement for principal at risk securities. | |
| ** Subject to postponement pursuant to “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day” in the accompanying product supplement for principal at risk securities. |
May 2026 Page 2
| Estimated Value of the Securities |
|---|
| The face amount of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000 per security. We estimate that the value of each security on the pricing date is $944.00. What goes into the estimated value on the pricing date? In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying stock. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying stock, instruments based on the underlying stock, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market. What determines the economic terms of the securities? In determining the economic terms of the securities, including the contingent fixed return and the threshold price, we use an internal funding rate which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you. What is the relationship between the estimated value on the pricing date and the secondary market price of the securities? The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying stock, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stock, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. |
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| Investor Considerations |
|---|
| The Principal at Risk Securities Linked to the Common Stock of ServiceNow, Inc. due June 2, 2027 (the “securities”) may be appropriate for investors who: ￭ Seek a contingent fixed return if the ending price is greater than or equal to the threshold price ￭ Understand that if the ending price is less than the threshold price, they will be fully exposed to the decline in the underlying stock from the starting price and will receive significantly less than the face amount, and possibly nothing, at maturity ￭ Understand that any positive return they will receive at maturity will be limited to the contingent fixed return, regardless of the extent to which the ending price exceeds the threshold price ￭ Understand and are willing to accept the full downside risks of the underlying stock ￭ Are willing to forgo interest payments on the securities and dividends on the underlying stock ￭ Are willing to hold the securities to maturity The securities are not designed for, and may not be an appropriate investment for, investors who: ￭ Seek a return that is not limited by a contingent fixed payment ￭ Seek a liquid investment or are unable or unwilling to hold the securities to maturity ￭ Are unwilling to accept the risk that the ending price may decrease by more than 40% from the starting price, resulting in a loss of a significant portion or all of the initial investment ￭ Seek full return of the face amount of the securities at maturity ￭ Seek current income from their investments ￭ Seek exposure to the underlying stock but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities ￭ Are unwilling to accept our credit risk ￭ Prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings |
| The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Risk Factors” herein and in the accompanying product supplement and tax supplement for risks related to an investment in the securities. For more information about the underlying stock, please see the section titled “ServiceNow, Inc. Overview” below. |
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Determining Maturity Payment Amount
At maturity, the maturity payment amount per $1,000 face amount of securities will be determined as follows:
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How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the maturity payment amount on the securities based on a range of hypothetical underlying returns and the following terms:
| Face amount: | $1,000 per security |
|---|---|
| Contingent fixed return: | 21% of the face amount |
| Threshold price: | 60% of the starting price |
Securities Payoff Diagram
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Scenario Analysis and Examples of Maturity Payment Amount at Maturity
The following scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the price of the underlying stock relative to the starting price. We cannot predict the ending price on the calculation day. You should not take the scenario analysis and these examples as an indication or assurance of the expected performance of the underlying stock. The numbers appearing in the examples below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the maturity payment amount on a hypothetical offering of the securities, based on the following terms*:
Investment term: Approximately 1 year
Hypothetical starting price: $100.00
Hypothetical threshold price: $60.00, which is 60% of the hypothetical starting price
Contingent fixed return: 21% of the face amount
- The hypothetical starting price of $100.00 has been chosen for illustrative purposes only and does not represent the actual starting price. The actual starting price and threshold price are set forth under “Final Terms” above. For historical data regarding the actual closing prices of the underlying stock, see the historical information set forth herein.
Example 1 — The underlying stock appreciates substantially over the term of the securities, and investors therefore receive the face amount plus the contingent fixed return. Investors do not participate in the appreciation of the underlying stock.
| Ending price | $180.00 | |
|---|---|---|
| Underlying return | ($180.00 – $100.00) / $100.00 = 80% | |
| Maturity payment amount | = | $1,000 + contingent fixed return |
| = | $1,000 + $210 | |
| = | $1,210 |
In example 1, the ending price has increased from the starting price by 80%. Therefore, investors receive at maturity the face amount plus the contingent fixed return of $210 per face amount. Investors receive $1,210 per security at maturity and do not participate in the appreciation of the underlying stock. Although the underlying stock has appreciated substantially, the return on the securities is limited to the contingent fixed return of $210 per face amount.
Example 2 — The underlying stock depreciates over the term of the securities but does not decline below the threshold price, and investors receive the face amount plus the contingent fixed return.
| Ending price | $90.00 | |
|---|---|---|
| Underlying return | ($90.00 – $100.00) / $100.00 = -10% | |
| Maturity payment amount | = | $1,000 + contingent fixed return |
| = | $1,000 + $210 | |
| = | $1,210 |
In example 2, the ending price is less than the starting price, but is greater than or equal to the threshold price. Therefore, investors receive at maturity the face amount plus the contingent fixed return of $210 per face amount. Investors receive $1,210 per security at maturity.
Example 3 — The ending price is less than the threshold price. Investors are therefore exposed to the decline in the underlying stock from the starting price.
| Ending price | $30.00 |
|---|---|
| Underlying return | ($30.00 – $100.00) / $100.00 = -70% |
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| Maturity payment amount | $1,000 + [$1,000 × underlying return] |
|---|---|
| = | $1,000 + [$1,000 ×-70%] |
| = | $300 |
In example 3, the ending price has declined below the threshold price. Because the ending price has declined below the threshold price, investors are fully exposed to the negative performance of the underlying stock. Investors receive a maturity payment amount of $300.
If the ending price is below the threshold price on the calculation day, the securities will be exposed on a 1-to-1 basis to the full decline in the price of the underlying stock. Under these circumstances, you will lose more than 40%, and possibly all, of the face amount of your securities at maturity.
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Scenario Analysis – Hypothetical Maturity Payment Amount for each $1,000 Face Amount of Securities.
| Performance of the Underlying Stock — Ending Price | Underlying Return | Performance of the Securities — Maturity Payment Amount | Return on Securities (1) |
|---|---|---|---|
| $200 | 100.00% | $1,210.00 | 21.00% |
| $190 | 90.00% | $1,210.00 | 21.00% |
| $180 | 80.00% | $1,210.00 | 21.00% |
| $170 | 70.00% | $1,210.00 | 21.00% |
| $160 | 60.00% | $1,210.00 | 21.00% |
| $150 | 50.00% | $1,210.00 | 21.00% |
| $140 | 40.00% | $1,210.00 | 21.00% |
| $130 | 30.00% | $1,210.00 | 21.00% |
| $120 | 20.00% | $1,210.00 | 21.00% |
| $110 | 10.00% | $1,210.00 | 21.00% |
| $105 | 5.00% | $1,210.00 | 21.00% |
| $100 (2) | 0.00% | $1,210.00 | 21.00% |
| $95 | -5.00% | $1,210.00 | 21.00% |
| $90 | -10.00% | $1,210.00 | 21.00% |
| $80 | -20.00% | $1,210.00 | 21.00% |
| $70 | -30.00% | $1,210.00 | 21.00% |
| $60 | -40.00% | $1,210.00 | 21.00% |
| $59 | -41.00% | $590.00 | -41.00% |
| $50 | -50.00% | $500.00 | -50.00% |
| $40 | -60.00% | $400.00 | -60.00% |
| $30 | -70.00% | $300.00 | -70.00% |
| $20 | -80.00% | $200.00 | -80.00% |
| $10 | -90.00% | $100.00 | -90.00% |
| $0 | -100.00% | $0.00 | -100.00% |
(1) The “Return on Securities” is the number, expressed as a percentage, which results from comparing the maturity payment amount per $1,000 face amount of securities to the purchase price of $1,000 per security.
(2) The hypothetical starting price of the underlying stock.
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Risk Factors
This section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement, tax supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to an Investment in the Securities
[if IE]<![endif] ￭ [if IE]<![endif] The securities do not pay interest, and you will lose more than 40%, and possibly all, of the face amount of your securities at maturity if the ending price is less than the threshold price. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or repay a fixed amount of the face amount of the securities. If the ending price is less than the threshold price, which is 60% of the starting price, you will lose more than 40%, and possibly all, of the face amount of your securities at maturity. Investors may lose their entire investment in the securities.
[if IE]<![endif] ￭ [if IE]<![endif] Your potential return on the securities is fixed and limited. Your potential return on the securities at maturity is limited to the contingent fixed return. Your return on the securities will not exceed the contingent fixed return, even if the underlying stock appreciates by significantly more than the return represented by the contingent fixed return. If the underlying stock appreciates by more than the return represented by the contingent fixed return, the securities will underperform an alternative investment providing 1-to-1 exposure to the performance of the underlying stock.
May 2026 Page 10
may be significantly less, than it would have been had the maturity payment amount been linked to the price of the underlying stock prior to such decrease. Although the actual price of the underlying stock on the maturity date or at other times during the term of the securities may be higher than the ending price, the maturity payment amount will be based solely on the closing price of the underlying stock on the calculation day.
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the face amount and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 3 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying stock, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.
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threshold price and the ending price, and will calculate the amount of cash you receive at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and certain adjustments to the adjustment factor. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events,” “—Adjustment Events,” “—Consequences of a Market Disruption Event; Postponement of a Calculation Day,” “—Alternate Exchange Calculation in Case of an Event of Default” and related definitions in the accompanying product supplement for principal at risk securities. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.
Risks Relating to the Underlying S tock
May 2026 Page 12
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ServiceNow, Inc. Overview
ServiceNow, Inc. is a workflow automation platform. The underlying stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the Securities and Exchange Commission by ServiceNow, Inc. pursuant to the Exchange Act can be located by reference to the Securities and Exchange Commission file number 001-35580 through the Securities and Exchange Commission’s website at www.sec.gov. In addition, information regarding ServiceNow, Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the underlying stock is accurate or complete.
The following graph sets forth the daily closing prices of the underlying stock for the period from January 1, 2021 through May 20, 2026. The closing price of the underlying stock on May 20, 2026 was $103.30. We obtained the information in the graph below from Bloomberg Financial Markets without independent verification The historical stock closing prices may have been adjusted for stock splits and other corporate events. The historical performance of the stock should not be taken as an indication of its future performance, and no assurance can be given as to the stock closing price of at any time, including on the calculation day.
Common Stock of ServiceNow, Inc. – Daily Closing Prices January 1, 2021 to May 20, 2026
This document relates only to the securities referenced hereby and does not relate to the underlying stock or other securities of ServiceNow, Inc. We have derived all disclosures contained in this document regarding the underlying stock from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to ServiceNow, Inc. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding ServiceNow, Inc. is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the underlying stock (and therefore the price of the underlying stock at the time we priced the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning ServiceNow, Inc. could affect the value received with respect to the securities and therefore the value of the securities.
Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying stock.
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Additional Information About the Securities
Minimum ticketing size
$1,000 / 1 security
Tax considerations
You should review carefully the section in the accompanying tax supplement entitled “United States Federal Taxation.” The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the securities offered by this pricing supplement.
Generally, this discussion assumes that you purchased a security for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences that may arise due to any other investments relating to an underlier. Moreover, as discussed in the section entitled “United States Federal Taxation” in the accompanying tax supplement, we have not attempted to ascertain whether any issuer of any underlier to which the securities relate is a U.S. real property holding corporation or a passive foreign investment company. You should consult your tax adviser regarding these issues, including the effect any circumstances specific to you may have on the U.S. federal income tax consequences of your ownership of a security.
In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,” as described in the section entitled “United States Federal Taxation—Tax Consequences to U.S. Holders—Program Securities Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying tax supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it. A different tax treatment could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition of your securities (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your securities generally should be treated as capital gain or loss.
We do not plan to request a ruling from the IRS regarding the treatment of the securities. An alternative characterization of the securities could materially and adversely affect the tax consequences of ownership and disposition of the securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
Non-U.S. Holders. If you are a Non-U.S. Holder (as defined in the accompanying tax supplement), please also read the section entitled “United States Federal Taxation—Tax Consequences to Non-U.S. Holders—Program Securities Not Treated as Debt Instruments” in the accompanying tax supplement.
As discussed under “United States Federal Taxation—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code” in the accompanying tax supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain representations made by us, our counsel is of the opinion that Section 871(m) should not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Additional considerations
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
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Supplemental information regarding plan of distribution; conflicts of interest
MS & Co. and WFS will act as the agents for this offering. WFS will receive a commission of up to $23.25 for each security it sells. WFS proposes to offer the securities in part directly to the public at the price to public set forth on the cover page of this document and in part to Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of WFS, or other securities dealers at such price less a selling concession of up to $17.50 per security. In addition to the selling concession allowed to WFA, WFS will pay $0.75 per security of the commission to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
See "Plan of Distribution; Conflicts of Interest" in the accompanying product supplement for principal at risk securities for information about the distribution arrangements for the securities. References therein to "agent" refer to each of MS & Co. and WFS, as agents for this offering, except that references to "agent" in the context of offers to certain Morgan Stanley dealers and compliance with FINRA Rule 5121 do not apply to WFS. MS & Co., WFS or their affiliates may enter into hedging transactions with us in connection with this offering.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging the securities.
MS & Co. will conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution; Conflicts of Interest” and “Use of Proceeds and Hedging” in the accompanying product supplement for principal at risk securities.
Validity of the securities
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been issued by MSFL pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus), the trustee and/or paying agent has made, in accordance with the instructions from MSFL, the appropriate entries or notations in its records relating to the master note that represents such securities (the “master note”), and such securities have been delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, except that counsel expresses no opinion as to (i) any law, rule or regulation that is applicable to Morgan Stanley or MSFL, the MSFL Senior Debt Indenture, the securities (together with the MSFL Senior Debt Indenture, the “Documents”) or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the master note and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated February 23, 2026, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on February 23, 2026.
Where you can find more information
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the product supplement for principal at risk securities and the tax supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for principal at risk securities, the tax supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at . www.sec.gov.
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Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the product supplement for principal at risk securities, the tax supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site at . www.sec.gov as follows:
Product Supplement for Principal at Risk Securities dated April 8, 2026
Tax Supplement dated April 8, 2026
Prospectus dated April 8, 2026
Terms used but not defined in this document are defined in the product supplement for principal at risk securities, in the tax supplement or in the prospectus.
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