Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, disclosing the preliminary terms of its Worst-of RTY and SPX Buffered PLUS securities due November 28, 2031, under Registration Statement Nos. 333-293641 and 333-293641-01.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor of all payments.
  • Underliers: Returns are linked to the worse-performing of the Russell 2000 Index (RTY) and the S&P 500 Index (SPX).
  • Leverage factor: The securities carry a leverage factor of 118% on upside performance.
  • Buffer amount: A 20% buffer applies, meaning investors face a maximum loss of 80% of stated principal.
  • Estimated value: The filing states an estimated value of $948.90 per security, or within $55.00 of that estimate.
  • Key dates: Pricing date is November 24, 2026; observation date and maturity date are November 24, 2031, and November 28, 2031, respectively.
  • CUSIP: The securities carry CUSIP 61781TTF0 and will not be listed on any securities exchange.

Preliminary Terms of the Buffered PLUS Structured Note Offering

According to the filing, Morgan Stanley Finance LLC is offering Worst-of RTY and SPX Buffered PLUS securities, a type of structured note whose payment at maturity depends solely on the performance of the worse-performing of the two underliers. The securities do not pay interest, and all payments are subject to Morgan Stanley's credit risk as guarantor. The filing notes that MSFL, as a finance subsidiary, "has no independent operations and will have no independent assets."

The filing provides hypothetical payment scenarios to illustrate the payoff structure. If the worst-performing underlier appreciates 5%, investors would receive $1,059 per security. If it depreciates 5%, investors receive $1,000 (par). In a severe downside case where the worst-performing underlier depreciates 95%, investors would receive only $250 per security, representing a 75% loss of principal. A full table in the filing shows that a 100% gain in the worst-performing underlier would produce a $2,180.00 payment, while a 100% decline would produce a $200.00 payment per security.

The filing discloses that the estimated value of $948.90 per security is below the original issue price, because costs associated with "issuing, selling, structuring and hedging the securities" are included in the original issue price. The filing further states that the estimated value is determined by reference to Morgan Stanley's own pricing and valuation models, which "may differ from those of other dealers," and is neither a maximum nor minimum secondary market price. The securities are also subject to risks specific to small-capitalization companies, given their linkage to the Russell 2000 Index.

What Was Disclosed

This Free Writing Prospectus sets out the preliminary terms of structured notes linked to the worse-performing of the RTY and SPX indexes, with a 20% downside buffer, 118% upside leverage, a stated maturity of November 28, 2031, and an estimated per-security value of $948.90.