Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,712 on November 2, 2026, relating to Worst-of NDXT, RTY and SPX Contingent Income Auto-Callable Securities due May 30, 2028.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor; all payments are subject to Morgan Stanley's credit risk.
  • Contingent coupon range: The securities offer a contingent coupon of 8.60% to 9.60% per annum, paid quarterly, subject to each underlier closing at or above 80% of its initial level on the relevant observation date.
  • Three underliers, worst-of structure: Returns are linked to the Nasdaq-100 Technology Sector Index (NDXT), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX), based on the worst performer among the three.
  • Auto-call feature: Beginning after six months, the securities are automatically redeemed quarterly if each underlier closes at or above 100% of its initial level on a redemption determination date.
  • Downside threshold: If the worst-performing underlier falls more than 30% from its initial level at maturity and the securities have not been redeemed, investors receive less than $1,000 per security, with a hypothetical loss of 100% if that underlier falls 100%.
  • Estimated value: The estimated value is $951.70 per security, or within $35.00 of that estimate, which is less than the original issue price.
  • Key dates: The pricing date is November 24, 2026; the final observation date is May 24, 2028; and the maturity date is May 30, 2028. The CUSIP is 61781TMW0.

Contingent Income Auto-Callable Structure and Principal Risk for MSFL Pricing Supplement No. 19,712

According to the filing, Morgan Stanley Finance LLC is offering Contingent Income Auto-Callable Securities linked to the worst-performing of three indices: the Nasdaq-100 Technology Sector Index (NDXT), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The securities are structured so that the contingent coupon of 8.60% to 9.60% per annum is paid quarterly only if, on each relevant observation date, every underlier closes at or above its coupon barrier level, defined as 80% of its initial level. If any underlier closes below that barrier on an observation date, no coupon is paid for that period.

The filing discloses that automatic early redemption occurs quarterly beginning after six months, provided each underlier closes at or above 100% of its initial level on a redemption determination date. If redeemed early, no further payments are made. If the securities are not redeemed early and the worst-performing underlier finishes below 70% of its initial level at the final observation date, investors receive a payment at maturity reflecting the percentage decline of that worst-performing underlier, potentially resulting in a total loss of principal. The filing notes the securities "do not guarantee the return of any principal."

The filing states that the estimated value of $951.70 per security is less than the original issue price and is "determined by reference to our pricing and valuation models, which may differ from those of other dealers." The filing further discloses that "the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price" reduces economic terms. The securities will not be listed on any securities exchange, and secondary trading may be limited, according to the filing. Registration Statement Nos. 333-293641 and 333-293641-01 apply to this offering.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for structured notes (CUSIP 61781TMW0) linked to NDXT, RTY, and SPX, with a contingent coupon of 8.60% to 9.60% per annum, an estimated value of $951.70 per security, a pricing date of November 24, 2026, and a maturity date of May 30, 2028.