Morgan Stanley Finance LLC filed a Free Writing Prospectus on October 28, 2026, disclosing terms of a 13-month PLUS structured note linked to an equally weighted basket of ten energy and industrial stocks, with a pricing date of November 13, 2026.

Key Highlights

  • Issuing entity: Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, under Registration Statement Nos. 333-293641 and 333-293641-01.
  • Basket composition: Ten equally weighted stocks (10% each): BE, EQT, LNG, GEV, NEE, TT, VRT, VST, WMB, and XOM.
  • Leverage factor: 150%, applied to positive basket performance up to the maximum payment at maturity of $1,265.50 per PLUS.
  • Estimated value: Approximately $959.20 per PLUS, or within $35.00 of that estimate, according to the filing.
  • Key dates: Pricing date November 13, 2026; Valuation date December 7, 2027; Maturity date December 10, 2027.
  • No principal protection: The filing states "The PLUS do not pay interest or guarantee return of any principal."
  • Not exchange-listed: According to the filing, "The PLUS will not be listed on any securities exchange and secondary trading may be limited."

Terms and Structure of the Morgan Stanley Finance LLC 13-Month PLUS

According to the filing, Morgan Stanley Finance LLC (MSFL) is the issuing entity and Morgan Stanley serves as guarantor for these Performance Leveraged Upside Securities (PLUS). The note is linked to an equally weighted basket of ten stocks, each carrying a 10% weighting: Bloom Energy Corporation class A common stock (BE), EQT Corporation common stock (EQT), Cheniere Energy, Inc. common stock (LNG), GE Vernova Inc. common stock (GEV), NextEra Energy, Inc. common stock (NEE), Trane Technologies plc ordinary shares (TT), Vertiv Holdings Co class A common stock (VRT), Vistra Corp. common stock (VST), The Williams Companies, Inc. common stock (WMB), and Exxon Mobil Holdings Corporation common stock (XOM).

The filing discloses that the PLUS carry a 150% leverage factor on positive basket performance, with gains capped at a maximum payment at maturity of $1,265.50 per PLUS. Based on the hypothetical payout table included in the filing, a basket return of approximately +17.70% or more results in the maximum return of 26.55%. For negative basket performance, losses are passed through at a one-to-one rate, with no floor on downside, as the filing states the notes do not guarantee return of any principal.

The filing notes that the estimated value of the PLUS is approximately $959.20 per PLUS, or within $35.00 of that estimate, determined by reference to Morgan Stanley's "pricing and valuation models, which may differ from those of other dealers." The filing further discloses that costs associated with issuing, selling, structuring, and hedging the PLUS are included in the original issue price, which causes the estimated value to be less than the original issue price. All payments are described as subject to the credit risk of Morgan Stanley. The calculation agent is identified as a subsidiary of Morgan Stanley and an affiliate of MSFL.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,777, dated October 28, 2026, setting out terms for a 13-month, ten-stock basket PLUS with CUSIP 61781TPW7, including leverage, cap, estimated value, and key dates.