Morgan Stanley Finance LLC filed a Free Writing Prospectus to Preliminary Pricing Supplement No. 19,792, dated November 2, 2026, for S&P 500 Index-linked Market-Linked Notes due December 5, 2029.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor.
  • Underlier: The notes are linked to the S&P 500 Index (SPX) with a participation rate of 100%.
  • Maximum payment at maturity: $1,240 to $1,250 per note (124% to 125% of the $1,000 stated principal amount), payable December 5, 2029.
  • Principal protection: According to the filing, the payment at maturity is $1,000 per note even if the underlier declines 50% or 100%.
  • Estimated value: $962.00 per note, or within $45.00 of that estimate, as disclosed in the filing.
  • Pricing and observation dates: Pricing date is November 30, 2026; observation date is November 30, 2029.
  • No exchange listing: The filing states the notes will not be listed on any securities exchange and secondary trading may be limited.

SPX Market-Linked Notes: Key Terms and Risk Disclosures

According to the filing, Morgan Stanley Finance LLC is offering S&P 500 Index-linked Market-Linked Notes (CUSIP: 61781TQF3) under Registration Statement Nos. 333-293641 and 333-293641-01. The notes carry a 100% participation rate in any index gains, subject to a maximum payment at maturity of $1,240 to $1,250 per note. If the S&P 500 Index rises 10%, for example, the filing's hypothetical table shows a payment of $1,100.00 per note; if it rises 24% or more, the payment is capped at $1,240.00 per note (assuming the lower end of the maximum).

The filing discloses that the notes do not pay interest and that "the notes may not pay more than the stated principal amount at maturity" under certain conditions. However, the principal protection feature means investors receive at least $1,000 per note at maturity regardless of underlier performance, as illustrated in the hypothetical table for declines of 50% and 100%. The filing notes that "all payments are subject to our credit risk," and that MSFL "has no independent operations and will have no independent assets."

The filing further discloses that the estimated value of $962.00 per note is below the original issue price, because costs associated with "issuing, selling, structuring and hedging the notes" are included in the original issue price. The filing states the estimated value is determined by reference to Morgan Stanley's "pricing and valuation models, which may differ from those of other dealers." Investors are directed to the accompanying preliminary pricing supplement for full risk factor disclosures and U.S. federal income tax considerations.

What Was Disclosed

Morgan Stanley Finance LLC filed a Free Writing Prospectus for S&P 500-linked notes maturing December 5, 2029, disclosing key terms including a $1,240-$1,250 maximum payment, $1,000 principal protection, an estimated value of $962.00 per note, and multiple associated risk factors.