Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, amending Preliminary Pricing Supplement No. 19,767 for Market-Linked Notes tied to the S&P 500 Futures Excess Return Index and maturing November 29, 2030.

Key Highlights

  • Issuer and Guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley is the guarantor, with all payments subject to Morgan Stanley's credit risk.
  • Underlier: The notes are linked to the S&P 500 Futures Excess Return Index (SPXFP).
  • Participation Rate: The participation rate ranges from 121.75% to 126.75%, according to the filing.
  • Estimated Value: The filing discloses an estimated value of $947.90 per note, or within $45.00 of that estimate.
  • Key Dates: The pricing date is November 24, 2026; the observation date is November 25, 2030; and the maturity date is November 29, 2030.
  • Principal Protection: The filing indicates the payment at maturity is $1,000.00 per note for underlier declines of 50% or 100%, based on the hypothetical table provided.
  • No Interest, No Listing: The notes do not pay interest and will not be listed on any securities exchange, according to the filing.

Morgan Stanley Finance LLC's SPXFP Market-Linked Notes: Key Terms and Risks

According to the filing, Morgan Stanley Finance LLC is offering Market-Linked Notes due November 29, 2030, under Registration Statement Nos. 333-293641 and 333-293641-01. The notes carry CUSIP 61781TPB3 and are linked to the S&P 500 Futures Excess Return Index (SPXFP). The participation rate, which determines how much investors benefit from positive index performance, is disclosed as ranging from 121.75% to 126.75%.

The filing provides a hypothetical payment table illustrating outcomes at maturity. Assuming a participation rate of 121.75%, a 100% gain in the underlier would produce a payment of $2,217.50 per note, while a 50% gain would yield $1,608.75 per note. For flat or negative underlier performance, including declines of 50% or 100%, the hypothetical payment at maturity remains $1,000.00 per note. The filing notes that the estimated value of $947.90 per note is less than the original issue price, attributing this in part to "costs associated with issuing, selling, structuring and hedging the notes."

The filing identifies several risks. It states that "as a finance subsidiary, MSFL has no independent operations and will have no independent assets," and that all payments depend on Morgan Stanley's credit. Additionally, the filing discloses that the estimated value is determined by Morgan Stanley's own pricing and valuation models, "which may differ from those of other dealers," and is not a maximum or minimum secondary market price. Secondary trading may be limited, as the notes will not be listed on any securities exchange. Tax considerations are flagged, with the filing noting investors may be required to recognize taxable income prior to maturity.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus amending Preliminary Pricing Supplement No. 19,767, detailing the terms, hypothetical payoffs, estimated value, and risk factors for SPXFP Market-Linked Notes maturing November 29, 2030, with Morgan Stanley as guarantor.