Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,856 on November 2, 2026, disclosing terms for its MSAMP5 Market-Linked Notes due August 29, 2028, linked to the Morgan Stanley Amplitude Index.

Key Highlights

  • Issuer and Guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor.
  • Underlier: The notes are linked to the Morgan Stanley Amplitude Index, established January 5, 2026.
  • Participation Rate: The participation rate is 250% to 255%.
  • Estimated Value: $942.50 per note, or within $35.00 of that estimate, against an original issue price of $1,000 per note.
  • Key Dates: Pricing date November 24, 2026; observation date August 24, 2028; maturity date August 29, 2028.
  • Principal Protection: At maturity, the payment per note is no less than $1,000.00 across all negative or flat underlier scenarios shown in the hypothetical table.
  • CUSIP: 61781TSR5; the notes will not be listed on any securities exchange.

MSAMP5 Market-Linked Notes: Structure, Terms, and Disclosed Risks

According to the filing, Morgan Stanley Finance LLC (MSFL) is offering Market-Linked Notes designated MSAMP5, with payments at maturity tied to the performance of the Morgan Stanley Amplitude Index. The participation rate range of 250% to 255% means that, at maturity, investors would receive $1,000 plus 250% to 255% of any positive percentage change in the index's closing level on the observation date, subject to the filing's credit risk disclosures. The hypothetical payment table in the filing illustrates that a 100% gain in the underlier would produce a $3,500.00 payment per note (assuming a 250% participation rate), while a 50% gain would produce $2,250.00. For flat or negative performance, the payment shown is $1,000.00 per note in all scenarios presented.

The filing states that the estimated value of the notes is $942.50 per note, or within $35.00 of that estimate, which is below the $1,000.00 original issue price. According to the filing, this difference reflects "costs associated with issuing, selling, structuring and hedging the notes in the original issue price," and the filing notes that "both the lower rate and the inclusion of costs...reduce the economic terms of the notes." The notes do not pay interest, and all payments are described as subject to the credit risk of Morgan Stanley.

The filing identifies several risk factors specific to the underlier. It discloses that the Morgan Stanley Amplitude Index was established on January 5, 2026, and therefore "has very limited actual operating history." The filing states that the index contains embedded costs, is subject to leverage risks, and that its "risk-mitigation multiplier-adjustment mechanism may not work as intended." Secondary market trading may be limited, as the notes will not be listed on any securities exchange. Registration Statement Nos. 333-293641 and 333-293641-01 cover the offering.

What Was Disclosed

The Free Writing Prospectus to Preliminary Pricing Supplement No. 19,856, filed November 2, 2026, sets out key terms, a hypothetical payment table, risk considerations, and tax notice for the MSAMP5 Market-Linked Notes due August 29, 2028, issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley.