Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, for SPX Dual Directional Buffered Participation Securities due November 28, 2031, structured notes linked to the S&P 500 Index with a stated principal amount of $1,000 per security.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer; Morgan Stanley serves as guarantor for the securities.
  • Maximum upside payment: $1,690 to $1,710 per security (169% to 171% of stated principal amount) at maturity.
  • Buffer amount: 15%, meaning investors bear losses only beyond a 15% decline in the S&P 500 Index, with a maximum loss of 85% of principal.
  • Estimated value: $930.60 per security, or within $55.00 of that estimate, as disclosed in the filing.
  • Key dates: Pricing date November 24, 2026; observation date November 24, 2031; maturity date November 28, 2031.
  • CUSIP: 61781TMY6, with securities not to be listed on any securities exchange.
  • Absolute return feature: A 5% depreciation in the underlier hypothetically yields $1,050 per security, or 105% of stated principal amount.

Structure and Payment Terms of the MSFL SPX Dual Directional Notes

According to the filing, Morgan Stanley Finance LLC is offering SPX Dual Directional Buffered Participation Securities under Registration Statement Nos. 333-293641 and 333-293641-01. The securities are linked to the S&P 500 Index and carry both upside and absolute return participation rates of 100%. The filing discloses that the upside at maturity is capped at a maximum payment of $1,690 to $1,710 per security, and any appreciation beyond that level does not benefit holders.

The filing describes the buffer mechanism as a 15% cushion on the downside, with investors absorbing losses beyond that threshold. In a hypothetical scenario where the underlier depreciates 95%, the filing states investors would receive only $200 per security, representing a loss of 80% of principal. The filing also notes that the estimated value of $930.60 per security is below the $1,000 original issue price, because costs associated with "issuing, selling, structuring and hedging the securities" are included in the original issue price, as quoted in the filing. Morgan Stanley Finance LLC, described in the filing as a finance subsidiary with no independent operations and no independent assets, relies on Morgan Stanley as guarantor. All payments are stated to be subject to Morgan Stanley's credit risk.

The filing further discloses that the securities will not be listed on any securities exchange, and that secondary trading may be limited. The U.S. federal income tax consequences are characterized in the filing as "uncertain," and investors are directed to review the accompanying preliminary pricing supplement and consult their own tax advisers. The calculation agent is identified as a subsidiary of Morgan Stanley and an affiliate of MSFL, which the filing acknowledges as a potential conflict of interest.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of structured notes linked to the S&P 500 Index, including the buffer amount, maximum upside payment, estimated value, key dates, CUSIP, and associated risks such as credit risk, limited secondary market liquidity, and uncertain tax treatment.