Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,685, dated November 2, 2026, for a structured note offering linked to the Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index, with a maturity date of November 28, 2031.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor.
  • Underliers: The securities are linked to the Dow Jones Industrial Average (INDU), Russell 2000 Index (RTY), and S&P 500 Index (SPX), with payoff based solely on the worst performing underlier.
  • Leverage and participation rates: The leverage factor is 132% to 137% on the upside; the absolute return participation rate is 50% for certain downside scenarios.
  • Downside threshold: The downside threshold level is 60% of the initial level for each underlier; breaching it exposes investors to full downside losses.
  • Estimated value: The estimated value is $923.70 per security, or within $55.00 of that estimate, against a stated principal amount of $1,000.
  • Key dates: The pricing date is November 24, 2026; the observation date is November 24, 2031; the maturity date is November 28, 2031.
  • No exchange listing: According to the filing, "The securities will not be listed on any securities exchange and secondary trading may be limited."

Structured Note Terms and Hypothetical Payoff Scenarios for the MSFL Worst-of PLUS Offering

Morgan Stanley Finance LLC, with Morgan Stanley as guarantor, disclosed the terms of a structured note offering under Registration Statement Nos. 333-293641 and 333-293641-01. The securities carry a CUSIP of 61781TLD3 and are described in the filing as "Worst-of INDU, RTY and SPX Dual Directional Trigger PLUS due November 28, 2031." The filing was made pursuant to Rule 433, and investors are directed to review the accompanying preliminary pricing supplement for complete information.

According to the filing, the payment at maturity is based solely on the performance of the worst performing underlier. In an upside scenario where the worst performing underlier appreciates 5%, investors would receive $1,066 per security, or 106.60% of the stated principal amount, assuming the leverage factor applies. In an absolute return scenario where the worst performing underlier depreciates 5%, investors would receive $1,025 per security, or 102.50% of the stated principal amount. However, in a downside scenario where the worst performing underlier depreciates 85%, investors would "receive only $150 per security at maturity, or 15% of the stated principal amount," according to the filing. The filing also notes that a -41.00% change results in a payment of $590.00 per security, illustrating the threshold effect at 60% of the initial level.

The filing discloses several risk factors. The securities "do not guarantee the return of any principal and do not pay interest." The estimated value of $923.70 per security is below the original issue price, which the filing attributes to "costs associated with issuing, selling, structuring and hedging the securities." The filing further states that the estimated value "is determined by reference to our pricing and valuation models, which may differ from those of other dealers." As a finance subsidiary, the filing notes that "MSFL has no independent operations and will have no independent assets." U.S. federal income tax consequences are described as "uncertain."

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for structured notes linked to three equity indexes, due November 28, 2031, with a leverage factor of 132% to 137%, a 60% downside threshold, an estimated value of $923.70 per security, and CUSIP 61781TLD3.