Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,802 on November 2, 2026, outlining terms for "Worst-of INDU and SPX Trigger PLUS" securities maturing November 28, 2031.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor, according to the filing.
  • Underliers: The securities are linked to the Dow Jones Industrial Average (INDU) and the S&P 500 Index (SPX), with payment based solely on the worst performing underlier.
  • Leverage factor: The filing discloses a leverage factor of 122% to 127% on upside performance.
  • Downside threshold: The downside threshold level is set at 70% of the initial level for each underlier.
  • Estimated value: The filing states an estimated value of $936.70 per security, or within $55.00 of that estimate.
  • Key dates: The pricing date is November 24, 2026, the observation date is November 24, 2031, and the maturity date is November 28, 2031.
  • CUSIP: 61781TQS5, filed under Registration Statement Nos. 333-293641 and 333-293641-01.

Terms and Structure of the Worst-of INDU and SPX Trigger PLUS Securities

According to the filing, the securities are issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley. Payment at maturity is determined exclusively by the performance of the worst performing underlier between the Dow Jones Industrial Average and the S&P 500 Index, measured from the pricing date to the observation date of November 24, 2031. The filing notes that MSFL "has no independent operations and will have no independent assets" as a finance subsidiary, meaning all payments are subject to Morgan Stanley's credit risk.

The filing discloses several hypothetical payment scenarios at maturity per security. If the worst performing underlier appreciates 5%, investors would receive $1,061 per security, or 106.10% of the stated principal amount, assuming a leverage factor of 122%. If the worst performing underlier depreciates 5%, investors would receive $1,000 per security (par). In a downside scenario, a depreciation of 85% would result in a payment of only $150 per security, representing a loss of 85% of principal. The filing also shows that a -31% change in the worst performing underlier would yield $690 per security, while a -100% change would result in $0.00.

The filing explicitly states that "the securities do not guarantee the return of any principal and do not pay interest." It further discloses that the estimated value of $936.70 per security is less than the original issue price, because costs associated with "issuing, selling, structuring and hedging the securities" are included in the original issue price. The securities will not be listed on any securities exchange, and secondary trading may be limited, according to the filing.

What Was Disclosed

Morgan Stanley Finance LLC disclosed terms for structured securities linked to the worst performing of two equity indices, with a leverage factor of 122% to 127%, a 70% downside threshold, an estimated value of $936.70 per security, and a maturity date of November 28, 2031.