Morgan Stanley

11/12/2026 | Press release | Distributed by Public on 11/12/2026 08:28

Free Writing Prospectus (Form FWP)

Free Writing Prospectus to Preliminary Pricing Supplement No. 20,045

Registration Statement Nos. 333-293641; 333-293641-01

Dated November 11, 2026; Filed pursuant to Rule 433

Morgan Stanley

1.5-Year Trigger Jump Securities Based on the Value of an Equally Weighted Basket of Ten Stocks

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, tax supplement and prospectus, and the "Risk Considerations" on the following page, prior to making an investment decision.


Summary Terms

Issuer:

Morgan Stanley Finance LLC

Guarantor:

Morgan Stanley

Maturity date:

June 5, 2028

Basket:

Basket Component

Weighting

Bloom Energy Corporation class A common stock (BE)

10%

EQT Corporation common stock (EQT)

10%

Cheniere Energy, Inc. common stock (LNG)

10%

GE Vernova Inc. common stock (GEV)

10%

NextEra Energy, Inc. common stock (NEE)

10%

Trane Technologies plc ordinary shares (TT)

10%

Vertiv Holdings Co class A common stock (VRT)

10%

Vistra Corp. common stock (VST)

10%

The Williams Companies, Inc. common stock (WMB)

10%

Exxon Mobil Holdings Corporation common stock (XOM)

10%

Payment at maturity:

●If the final basket value is greater than or equal to the initial basket value:

$1,000 + the upside payment

●If the final basket value is less than the initial basket value but greater than or equal to the downside threshold level, meaning the value of the basket has declined by no more than 20% from its initial basket value:

$1,000

●If the final basket value is less than the downside threshold level, meaning the value of the basket has declined by more than 20% from its initial basket value:

$1,000 × basket performance factor

Under these circumstances, the payment at maturity will be significantly less than the stated principal amount of $1,000, and will represent a loss of more than 20%, and possibly all, of your investment.

Upside payment:

$249.00‬ per security (24.90% of the stated principal amount)

Downside threshold level:

80% of the initial basket value

Basket performance factor:

final basket value / initial basket value

Initial basket value:

100, which will be equal to the sum of the products of (i) the initial basket component value of each basket component, as set forth under "Basket-Initial basket component value" in the accompanying preliminary pricing supplement, and (ii) the multiplier for such basket component, each of which will be determined on the pricing date.

Final basket value:

The sum of the products of (i) the basket component closing value of each basket component on the valuation date and (ii) the multiplier for such basket component.

Valuation date:

May 31, 2028, subject to postponement for non-trading days and certain market disruption events

Adjustment factor:

1.0, subject to adjustment in the event of certain corporate events affecting such basket component

Stated principal amount:

$1,000 per security

Issue price:

$1,000 per security

Pricing date:

November 30, 2026

Original issue date:

December 3, 2026 (3 business days after the pricing date)

CUSIP/ISIN:

61781T2H5 / US61781T2H50

Preliminary pricing supplement:

https://www.sec.gov/Archives/edgar/data/895421/000183988226056133/ms20045_424b2-38400.htm

1All payments are subject to our credit risk

Hypothetical Payout at Maturity1

Change in Basket

Return on the Securities

+100.00%

24.90%

+50.00%

24.90%

+24.90%

24.90%

+10.00%

24.90%

0.00%

24.90%

-10.00%

0.00%

-20.00%

0.00%

-21.00%

-21.00%

-50.00%

-50.00%


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.

Basket Components

For more information about the basket components, including historical performance information, see the accompanying preliminary pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the "Risk Factors" section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to an Investment in the Securities

●The securities do not pay interest or guarantee any return of principal.

●The appreciation potential is fixed and limited.

●The market price of the securities may be influenced by many unpredictable factors.

●The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities.

●As a finance subsidiary, MSFL has no independent operations and will have no independent assets.

●The amount payable on the securities is not linked to the value of the basket at any time other than the valuation date.

●The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices.

●The estimated value of the securities is $953.80 per security, or within $35.00 of that estimate, and is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price.

●The securities will not be listed on any securities exchange and secondary trading may be limited.

●Investing in the securities is not equivalent to investing in the basket components.

●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.

●Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.

●The U.S. federal income tax consequences of an investment in the securities offered by the accompanying pricing supplement are uncertain.

Risks Relating to the Basket Components

●Changes in the values of the basket components may offset each other.

●Basket component prices can be volatile.

●There are risks associated with investments in securities linked to the value of equity securities issued by a foreign company.

●We are not affiliated with the issuers of the basket components.

● We may engage in business with or involving one or more of the issuers of the basket components without regard to your interests.

●The closing prices of the basket components may come to be based on the value of the stock of companies other than the issuers of the basket components.

●Governmental regulatory actions, such as sanctions, could adversely affect your investment in the securities.

●The adjustments to the adjustment factors the calculation agent is required to make do not cover every corporate event that can affect the basket components.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption "Additional Information About the Securities-United States federal income tax considerations" concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.

Morgan Stanley published this content on November 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 12, 2026 at 14:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]