Morgan Stanley Finance LLC filed a free writing prospectus on November 2, 2026, summarizing terms for its SPX Dual Directional Buffered Participation Securities due November 28, 2031, linked to the S&P 500 Index.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley serves as guarantor, with all payments subject to Morgan Stanley's credit risk.
  • Maximum upside payment: $1,700 per security (170% of the stated principal amount), capping gains regardless of underlier appreciation above that level.
  • Buffer amount: 15%, meaning investors bear losses only beyond a 15% decline in the S&P 500 Index, with an 85% maximum possible loss.
  • Estimated value: $935.90 per security, or within $55.00 of that estimate, as disclosed in the filing.
  • Pricing and maturity dates: Pricing date is November 24, 2026; observation date is November 24, 2031; maturity date is November 28, 2031.
  • CUSIP: 61781TTD5, filed under Registration Statement Nos. 333-293641 and 333-293641-01.
  • 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 Payment Terms of the MSFL SPX Buffered Securities

According to the filing, Morgan Stanley Finance LLC, a finance subsidiary with no independent operations or assets, issued this free writing prospectus as a supplement to Preliminary Pricing Supplement No. 19,874. The securities are linked to the S&P 500 Index (SPX) and carry a stated principal amount of $1,000 per security. The upside participation rate and the absolute return participation rate are each set at 100%, and the maximum upside payment at maturity is capped at $1,700 per security.

The filing illustrates several hypothetical payment scenarios. If the S&P 500 Index appreciates 5%, investors would receive $1,050 per security; if it depreciates 5%, investors would also receive $1,050 per security under the absolute return feature. However, if the underlier depreciates 95%, investors would receive only $200 per security, representing a loss of 80% of principal, according to the filing. The filing notes that the securities do not pay interest and that the amount payable is linked only to the underlier's value on the observation date of November 24, 2031.

The filing discloses that the estimated value of $935.90 per security is below the original issue price of $1,000, reflecting costs associated with "issuing, selling, structuring and hedging the securities." Morgan Stanley Finance LLC's role as a finance subsidiary means it relies entirely on Morgan Stanley as guarantor, and all payments are subject to Morgan Stanley's credit risk. The filing also states that the estimated value is determined by reference to Morgan Stanley's own pricing and valuation models, which may differ from those of other dealers.

What Was Disclosed

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley (NYSE:MS), filed a free writing prospectus on November 2, 2026, disclosing the preliminary terms of structured securities linked to the S&P 500 Index, including a 15% buffer, a $1,700 per security maximum payment, and an estimated value of $935.90 per security, with a maturity date of November 28, 2031.