Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
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Morgan Stanley Finance LLC Structured Investments |
Free Writing Prospectus to Preliminary Pricing Supplement No. 17,617 Filed pursuant to Rule 433 Registration Statement Nos. 333-293641; 333-293641-01 July 29, 2026
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Market Linked Notes—Auto-Callable with Variable Coupon and Principal Return at Maturity
Notes Linked to the Lowest Performing of the Class A Common Stock of Alphabet Inc., the Common Stock of Broadcom Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 31, 2031
Fully and Unconditionally Guaranteed by Morgan Stanley
Summary of terms
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Issuer and guarantor |
Morgan Stanley Finance LLC (issuer) and Morgan Stanley (guarantor) |
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Underlying stocks |
Alphabet Inc. class A common stock (the “GOOGL Stock”), Broadcom Inc. common stock (the “AVGO Stock”), Microsoft Corporation common stock (the “MSFT Stock”) and NVIDIA Corporation common stock (the “NVDA Stock”) |
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Pricing date* |
July 31, 2026 |
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Original issue date* |
August 5, 2026 |
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Principal amount |
$1,000 per note |
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Coupon payments |
On each coupon payment date, you will receive a coupon payment equal to: (i) if the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price, the higher coupon amount; or (ii) if the stock closing price of the lowest performing underlying stock on the related calculation day is less than its coupon threshold price, the lower coupon amount. The higher coupon amount is calculated per note as follows: ($1,000 × higher coupon rate) / 12. The lower coupon amount is calculated per note as follows: ($1,000 × lower coupon rate) / 12 |
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Automatic call |
If, on any calculation day (other than the final calculation day), beginning in July 2027, the stock closing price of each underlying stock is greater than or equal to its respective starting price, the notes will be automatically called for a cash payment per note equal to the principal amount plus a final coupon payment. |
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Calculation days |
Monthly, on the 28th of each month, commencing in August 2026 and ending on the final calculation day. We also refer to the July 2031 calculation day as the “final calculation day.” |
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Coupon payment dates |
Three business days after the applicable calculation day; provided that the coupon payment date for the final calculation day is the maturity date. |
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Higher coupon rate |
The “higher coupon rate” will be determined on the pricing date and will be at least 11.00% per annum. |
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Lower coupon rate |
The “lower coupon rate” is 0.25% per annum. |
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Higher coupon amount |
$9.17 (equivalent to a higher coupon rate of approximately at least 11.00%) |
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Lower coupon amount |
$0.21 (equivalent to a lower coupon rate of approximately 0.25%) |
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Call settlement date |
Three business days after the applicable calculation day. |
*Subject to change
** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services
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Maturity payment amount (per note) |
If the notes are not automatically called, you will be entitled to receive on the maturity date a cash payment per note equal to the maturity payment amount (in addition to the final coupon payment due at maturity). The “maturity payment amount” per note will equal: ●$1,000 |
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Maturity date* |
July 31, 2031 |
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Starting price |
With respect to each underlying stock, the stock closing price on the pricing date |
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Ending price |
With respect to each underlying stock, the stock closing price on the final calculation day |
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Lowest performing underlying stock |
On any calculation day, the underlying stock with the lowest performance factor on that calculation day |
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Performance factor |
With respect to each underlying stock, on any calculation day, the stock closing price on such calculation day divided by the starting price (expressed as a percentage) |
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Coupon threshold price |
80% of the starting price for each underlying stock |
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Calculation agent |
Morgan Stanley & Co. LLC, an affiliate of the issuer |
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Denominations |
$1,000 and any integral multiple of $1,000 |
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Agent discount** |
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC will act as the agents for this offering. Wells Fargo Securities, LLC will receive a commission of up to $33.25 for each note it sells. Dealers, including Wells Fargo Advisors (“WFA”), may receive a selling concession of up to $20.00 per note, and WFA may receive a distribution expense fee of $0.75 for each note sold by WFA. |
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CUSIP |
61781DBD9 |
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Tax considerations |
See preliminary pricing supplement |
Any return on the notes will be limited to the sum of your coupon payments. You will not participate in any appreciation of any underlying stock.
The principal amount of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date will be less than $1,000 per note. We estimate that the value of each note on the pricing date will be approximately $942.00, or within $40.00 of that estimate. Our estimate of the value of the notes as determined on the pricing date will be set forth in the final pricing supplement. See “Investment Summary” and “Risk Factors” in the accompanying preliminary pricing supplement for further information.
This document provides a summary of the terms of the notes. Investors should carefully review the accompanying preliminary pricing supplement, product supplement, tax supplement and prospectus before making a decision to invest in the notes.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/895421/000183988226036965/ms17617_424b2-24193.htm
The notes have complex features and investing in the notes involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” in the accompanying preliminary pricing supplement and tax supplement. All payments on the notes are subject to our credit risk.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
Selected risk considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement, product supplement, tax supplement and prospectus. Please review those risk factors carefully.
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Risks Relating to an Investment in the Notes ●You may receive a positive return of only the lower coupon amount on the notes. ●The coupon amount payable is based on the stock closing price of each underlying stock on only the related monthly calculation day at the end of the related interest period. ●Investors will not participate in any appreciation in the price of any underlying stock. ●The market price will be influenced by many unpredictable factors. ●The notes 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 notes. ●As a finance subsidiary, MSFL has no independent operations and will have no independent assets. ●Investing in the notes is not equivalent to investing in the underlying stocks. ●Reinvestment risk. ●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 notes in the principal amount reduce the economic terms of the notes, cause the estimated value of the notes to be less than the principal amount and will adversely affect secondary market prices. ●The estimated value of the notes 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 notes will not be listed on any securities exchange and secondary trading may be limited. ●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the notes. ●Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes. ●The maturity date may be postponed if the final calculation day is postponed. ●Potentially inconsistent research, opinions or recommendations by Morgan Stanley, MSFL, WFS or our or their respective affiliates. ●You may be required to recognize taxable income on the securities offered by the accompanying preliminary pricing supplement prior to maturity.
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Risks Relating to the Underlying Stocks ●You are exposed to the price risk of each underlying stock with respect to the coupon payments. ●Because the notes are linked to the performance of the lowest performing underlying stock, you are exposed to greater risks of receiving only the lower coupon amount than if the notes were linked to just one underlying stock. ●No affiliation with Alphabet Inc., Broadcom Inc., Microsoft Corporation or NVIDIA Corporation. ●We may engage in business with or involving Alphabet Inc., Broadcom Inc., Microsoft Corporation or NVIDIA Corporation without regard to your interests. ●The antidilution adjustments the calculation agent is required to make do not cover every corporate event that could affect the underlying stocks. ●Historical closing prices of the underlying stocks should not be taken as an indication of the future performance of the underlying stocks during the term of the notes. |
For more information about the underlying stocks, including historical performance information, see the accompanying preliminary pricing supplement.
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by the applicable product supplement and the tax supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the applicable product supplement, the tax supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the applicable product supplement, tax supplement and prospectus if you so request by calling toll-free 1-(800)-584-6837.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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