Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,795 on November 6, 2026, disclosing terms for SPXFP Callable Jump Notes due December 4, 2031, guaranteed by Morgan Stanley.

Key Highlights

  • Issuer and guarantor: The notes are issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley, with CUSIP 61781TQJ5.
  • Underlier: Returns are linked to the S&P 500 Futures Excess Return Index (SPXFP), not the S&P 500 index directly.
  • Participation rate: The filing specifies a 175% participation rate for gains at maturity if the notes have not been redeemed early.
  • Principal protection at maturity: According to the filing, if the underlier declines by any amount up to 100%, the payment at maturity remains $1,000 per note.
  • Call feature: Early redemption may occur beginning December 3, 2027, across up to 48 scheduled redemption dates, with payments ranging from at least $1,300 to at least $2,475 per note.
  • Estimated value: The filing states an estimated value of $957.00 per note, or within $55.00 of that estimate, below the original issue price.
  • Pricing and maturity dates: The pricing date is November 30, 2026, the observation date is December 1, 2031, and the maturity date is December 4, 2031.

Terms and Structure of the SPXFP Callable Jump Notes

According to the filing, Morgan Stanley Finance LLC is offering SPXFP Callable Jump Notes due December 4, 2031, with Morgan Stanley acting as guarantor. The notes are linked to the S&P 500 Futures Excess Return Index (SPXFP) and carry a 175% participation rate, meaning gains in the underlier at maturity are amplified at that rate. The filing presents hypothetical payment examples: a 60% gain in the underlier would produce a $2,050.00 payment per note, while a 20% gain would produce $1,350.00. The notes do not pay interest, according to the filing.

The filing discloses that if the notes are not redeemed early, any decline in the underlier - including losses of 20%, 40%, 60%, 80%, or 100% - results in a $1,000.00 payment at maturity per note, equal to the stated principal amount. Early redemption may be triggered beginning on redemption date No. 1, December 3, 2027, "if and only if the output of a risk neutral valuation model indicates that redeeming on such date is economically rational for us as compared to not redeeming on such date," as stated in the filing. The 48 scheduled redemption dates run monthly through November 4, 2031, with fixed minimum payments rising from at least $1,300 to at least $2,475 per note.

The filing notes that the estimated value of $957.00 per note is less than the original issue price, explaining that "both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the notes in the original issue price reduce the economic terms of the notes." The filing also discloses that the notes will not be listed on any securities exchange and that secondary trading may be limited. All payments are described as subject to Morgan Stanley's credit risk. Registration Statement Nos. 333-293641 and 333-293641-01 apply, and the document was dated November 2, 2026, and filed pursuant to Rule 433.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of SPXFP Callable Jump Notes due December 4, 2031, including a 175% participation rate, 48 potential early redemption dates with fixed minimum payments, an estimated value of $957.00 per note, and principal protection at maturity against underlier losses.