Morgan Stanley Finance LLC filed Preliminary Pricing Supplement No. 17,645 on August 3, 2026, pursuant to Rule 424(b)(2), offering Market-Linked Notes due August 30, 2029, linked to the performance of the S& Amp ;P 500 Index and fully and unconditionally guaranteed by Morgan Stanley.

Key Highlights

  • Stated principal amount: $1,000 per note, with an issue price of $1,000 per note.
  • Estimated value on pricing date: Approximately $955.40 per note, or within $30.00 of that estimate.
  • Maximum payment at Maturity : $1,185 to $1,205 per note (118.50% to 120.50% of stated principal amount), to be set on the pricing date.
  • Participation rate: 100% of the underlier percent change on the upside, subject to the stated cap.
  • Maturity date: August 30, 2029, with an observation date of August 27, 2029.
  • CUSIP / ISIN: 61781DCH9 / US61781DCH98; the notes will not be listed on any securities exchange.
  • Principal protection: Under no circumstances will the payment at maturity be less than the stated principal amount, according to the filing.

Structure and Payment Terms of the Morgan Stanley Finance LLC S&P 500-Linked Notes (MS-PQ)

According to the filing, the notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL"), issued as part of MSFL's Series A Global Medium-Term Notes program, and are fully and unconditionally guaranteed by Morgan Stanley (NYSE: MS). The notes, identified in the Secondary Market under reference MS-PQ, pay no interest over their approximately three-year term. At maturity, the payment investors receive depends entirely on the closing level of the S&P 500 Index on the observation date relative to its closing level on the strike date of August 26, 2026.

The filing discloses that if the final index level is greater than the initial level, investors receive the $1,000 stated principal amount plus an upside payment equal to 100% of the underlier percent change, subject to the maximum payment at maturity of $1,185 to $1,205 per note. If the final level is equal to or less than the initial level, investors receive only the $1,000 stated principal amount. The filing provides a hypothetical example: if the underlier appreciates 5%, investors receive $1,050 per note; if it appreciates 100%, investors receive only the capped maximum of $1,185 per note under the hypothetical scenario illustrated.

The estimated value of the notes on the pricing date is disclosed as approximately $955.40 per note, which is below the $1,000 issue price. The filing states that the difference reflects "costs associated with issuing, selling, structuring and hedging the notes, which are borne by you." The filing also notes that in determining economic terms, MSFL uses an internal funding rate "which is likely to be lower than our secondary market Credit spreads and therefore advantageous to us." The agent for the offering is Morgan Stanley and Co. LLC ("MS and Co."), an affiliate of MSFL. All payments are subject to the credit risk of MSFL and Morgan Stanley, and the notes are not insured by the FDIC or any other governmental agency. The filing cautions that forward-looking statements and projections within it are subject to the company's own cautionary language.

What Was Disclosed

This preliminary pricing supplement covers the offering terms, payment structure, estimated value, and risk factors for MSFL's Market-Linked Notes due August 30, 2029, linked to the S&P 500 Index. The aggregate principal amount and agent commission figures were not finalized in this preliminary supplement. Verified against source; unverifiable items removed.