Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,768 on November 2, 2026, summarizing the terms of SX5E Market-Linked Notes due November 28, 2031.

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.
  • Underlier: The notes are linked to the EURO STOXX 50 Index (SX5E), with the observation date set for November 24, 2031.
  • Participation rate: The filing discloses a participation rate of 125% to 130% in any positive index performance.
  • Estimated value: The estimated value is $936.60 per note, or within $55.00 of that estimate, below the original issue price.
  • Principal protection: The hypothetical payment table shows a $1,000.00 payment at maturity even at -50% and -100% underlier performance, though the notes are subject to credit risk.
  • No interest and no exchange listing: According to the filing, the notes do not pay interest and will not be listed on any securities exchange.
  • CUSIP: The notes carry CUSIP 61781TPD9, with a pricing date of November 24, 2026 and maturity date of November 28, 2031.

Terms and Structure of Morgan Stanley's SX5E Market-Linked Notes

According to the filing, Morgan Stanley Finance LLC (MSFL) is offering Market-Linked Notes tied to the EURO STOXX 50 Index (SX5E) under Registration Statement Nos. 333-293641 and 333-293641-01. The notes carry a pricing date of November 24, 2026, an observation date of November 24, 2031, and a maturity date of November 28, 2031. The participation rate in positive index performance ranges from 125% to 130%, meaning investors would receive at least $1.25 for every $1.00 of upside, assuming the lower rate. A hypothetical 100% gain in the index would produce a payment of $2,250.00 per note at a 125% participation rate, while a 50% gain would produce $1,625.00 per note, as illustrated in the filing's hypothetical payment table.

The filing discloses that the estimated value of the notes is $936.60 per note, or within $55.00 of that estimate, which is less than the original issue price. The filing attributes this difference to "costs associated with issuing, selling, structuring and hedging the notes in the original issue price" and notes that the estimated value "is determined by reference to our pricing and valuation models, which may differ from those of other dealers." The filing further states that "the rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads."

The filing highlights several risks, including that the notes do not pay interest, that repayment depends on Morgan Stanley's creditworthiness, and that the notes will not be listed on any securities exchange, which may limit secondary trading. The filing also notes that MSFL "has no independent operations and will have no independent assets." Tax considerations are addressed by reference to the accompanying preliminary pricing supplement, and investors are directed to consult their tax advisers. The preliminary pricing supplement is available on EDGAR.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, summarizing the terms, hypothetical payoffs, estimated value, and key risk factors for SX5E Market-Linked Notes due November 28, 2031, with CUSIP 61781TPD9.