Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, summarizing the terms of its S&P 500 Market-Linked Notes due November 28, 2031, under Preliminary Pricing Supplement No. 19,713.

Key Highlights

  • Issuer and guarantor: The notes are issued by Morgan Stanley Finance LLC and guaranteed by Morgan Stanley, with CUSIP 61781TMX8.
  • Principal protection: According to the filing, the payment at maturity is no less than the $1,000 stated principal amount per note, regardless of underlier performance, including a hypothetical -100% change.
  • Capped upside: The maximum payment at maturity is $1,460 to $1,480 per note (146% to 148% of stated principal amount), with a 100% participation rate in S&P 500 Index gains up to that cap.
  • Estimated value: The filing discloses an estimated value of $939.00 per note, or within $55.00 of that estimate, which is less than the $1,000 original issue price.
  • Key dates: The pricing date is November 24, 2026, the observation date is November 24, 2031, and the maturity date is November 28, 2031.
  • No interest payments: The filing states that the notes do not pay interest.
  • No exchange listing: The filing discloses that the notes will not be listed on any securities exchange and secondary trading may be limited.

Terms and Structure of Morgan Stanley Finance LLC's SPX-Linked Notes No. 19,713

Morgan Stanley Finance LLC, as issuer, with Morgan Stanley as guarantor, filed a Free Writing Prospectus describing the terms of its S&P 500 Index-linked notes maturing November 28, 2031. According to the filing, the notes carry a 100% participation rate in the performance of the S&P 500 Index (SPX), subject to a maximum payment at maturity of $1,460 to $1,480 per note. Registration Statement Nos. 333-293641 and 333-293641-01 govern the offering.

The filing discloses that the estimated value of the notes is $939.00 per note, or within $55.00 of that estimate, which is below the $1,000 original issue price per note. The filing attributes this gap to "costs associated with issuing, selling, structuring and hedging the notes in the original issue price," which it states "reduce the economic terms of the notes" and "will adversely affect secondary market prices." 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 not a maximum or minimum secondary market price."

The filing identifies several risk factors. All payments are described as subject to Morgan Stanley's credit risk. As a finance subsidiary, MSFL is disclosed to have "no independent operations and will have no independent assets." The calculation agent, described as a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the notes. The filing also notes that hedging and trading activity by Morgan Stanley affiliates could potentially affect the notes' value, and that investors may be required to recognize taxable income prior to maturity. Investors are directed to review the accompanying preliminary pricing supplement at the SEC's EDGAR system for full terms and risk factors.

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of S&P 500 Market-Linked Notes (CUSIP 61781TMX8) due November 28, 2031, including a principal amount of $1,000, a capped maximum return of $1,460 to $1,480 per note, no interest payments, and an estimated value of $939.00 per note.