Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,785 on November 2, 2026, for a structured note offering linked to the worst-performing of three equity indexes, maturing December 5, 2029.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor, subject to Morgan Stanley's credit risk.
  • Underliers: The securities are linked to the Dow Jones Industrial Average (INDU), Nasdaq-100 Index (NDX), and Russell 2000 Index (RTY), with payoff determined solely by the worst-performing of the three.
  • Maximum upside payment: $1,590 to $1,610 per security (159% to 161% of the $1,000 stated principal amount), with a 200% leverage factor.
  • Downside threshold: Set at 70% of the initial level for each underlier; a breach triggers full downside exposure to the worst performer.
  • Estimated value: $958.40 per security, or within $45.00 of that estimate, which is less than the original issue price.
  • Key dates: Pricing date is November 30, 2026; observation date is November 30, 2029; maturity date is December 5, 2029.
  • No exchange listing: According to the filing, "the securities will not be listed on any securities exchange and secondary trading may be limited."

Structure and Terms of the Worst-of Dual Directional Trigger PLUS Notes

According to the filing, the securities are structured notes issued by Morgan Stanley Finance LLC (CUSIP 61781TPJ6) under Registration Statement Nos. 333-293641 and 333-293641-01. Payment at maturity is based solely on the performance of the worst-performing underlier among INDU, NDX, and RTY as of the November 30, 2029 observation date. The filing specifies that this worst-of structure exposes investors "to a greater risk of not receiving a positive return on the securities and/or sustaining a significant loss" compared to a single-underlier product.

The filing describes three hypothetical scenarios. In an upside scenario, if the worst performer appreciates 5%, investors receive $1,100 per security; appreciation beyond approximately 29.50% is capped at the maximum upside payment. In an absolute return scenario, if the worst performer depreciates 5%, investors receive $1,050 per security, reflecting the 100% absolute return participation rate. However, in a downside scenario where the worst performer depreciates 31% (breaching the 70% threshold), the payment drops to $690 per security, and at an 85% decline, investors receive only $150 per security, losing 85% of principal.

The filing notes that the estimated value of $958.40 per security is below the original issue price, stating that "the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities." The filing also discloses that the calculation agent is a subsidiary of Morgan Stanley and an affiliate of MSFL, and that U.S. federal income tax consequences of investing in the securities "are uncertain." The securities do not guarantee return of any principal and do not pay interest.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for structured notes linked to the worst-of INDU, NDX, and RTY, with a maturity of December 5, 2029, a maximum upside of $1,590 to $1,610 per security, a 70% downside threshold, and an estimated value of $958.40 per security.