Morgan Stanley Finance LLC filed a Free Writing Prospectus on November 2, 2026, summarizing the terms of its Market-Linked Notes due December 4, 2031, linked to the S&P 500 Futures Excess Return Index (SPXFP) and guaranteed by Morgan Stanley.

Key Highlights

  • Issuer and guarantor: Morgan Stanley Finance LLC is the issuer, with Morgan Stanley as guarantor.
  • Underlier: Notes are linked to the S&P 500 Futures Excess Return Index (SPXFP).
  • Participation rate: 166% to 171%, with hypothetical examples calculated at 166%.
  • Estimated value: $963.80 per note, or within $55.00 of that estimate, against an original issue price of $1,000.00 per note.
  • Principal protection: A hypothetical 50% or 100% decline in the underlier still results in a $1,000.00 payment at maturity, according to the filing.
  • CUSIP: 61781TB93; maturity date is December 4, 2031, with an observation date of December 1, 2031.
  • No exchange listing: The filing states the notes will not be listed on any securities exchange and secondary trading may be limited.

Terms and Structure of the SPXFP Market-Linked Notes

According to the filing, the notes are issued by Morgan Stanley Finance LLC under Registration Statement Nos. 333-293641 and 333-293641-01, filed pursuant to Rule 433. The pricing date is set for November 30, 2026, and the notes carry a CUSIP of 61781TB93. The filing notes that all payments are subject to Morgan Stanley's credit risk, and as a finance subsidiary, MSFL "has no independent operations and will have no independent assets."

The filing discloses an estimated value of $963.80 per note, or within $55.00 of that estimate, which is less than the $1,000.00 original issue price. The filing attributes this gap to costs associated with "issuing, selling, structuring and hedging the notes in the original issue price," and states that the estimated value "is determined by reference to our pricing and valuation models, which may differ from those of other dealers." The participation rate of 166% to 171% determines upside exposure to the underlier; at a 166% participation rate, a hypothetical 100% gain in the underlier would produce a $2,660.00 payment per note, and a 50% gain would produce $1,830.00.

The filing identifies several risk factors, including that the notes do not pay interest, that the payoff depends solely on the underlier's closing level on the observation date of December 1, 2031, and that higher future prices of futures contracts linked to the underlier "may adversely affect the value of the underlier and the value of the notes." The calculation agent is described as "a subsidiary of Morgan Stanley and an affiliate of MSFL." Tax considerations are noted, with the filing stating that investors "may be required to recognize taxable income on the securities offered by the accompanying preliminary pricing supplement prior to maturity."

What Was Disclosed

Morgan Stanley Finance LLC disclosed the preliminary terms of SPXFP Market-Linked Notes due December 4, 2031, including a participation rate of 166% to 171%, an estimated value of $963.80 per note, principal protection at maturity, and multiple risk factors tied to credit, liquidity, and futures market performance.