Registration No. 333-278168

1940 Act No. 811-05903

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to Form S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A.Exact name of trust:

FT 11456

B.Name of depositor:

FIRST TRUST PORTFOLIOS L.P.

C.Complete address of depositor's principal executive offices:

120 East Liberty Drive

Suite 400

Wheaton, Illinois 60187

D.Name and complete address of agents for service:

	Copy to:

JAMES A. BOWEN	ERIC F. FESS
c/o First Trust Portfolios L.P.	c/o Chapman and Cutler LLP
120 East Liberty Drive	320 South Canal Street
Suite 400	27th Floor
Wheaton, Illinois 60187	Chicago, Illinois 60606

E.Title and Amount of Securities Being Registered:

An indefinite number of Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended.

F.Approximate date of proposed sale to public:

As soon as practicable after the effective date of the Registration Statement.

|X|

Check box if it is proposed that this filing will become effective on May 9, 2024 at 2:00 p.m. pursuant to Rule 487.

________________________________

Stonebridge Preferred Income Portfolio, Series 46

FT 11456

FT 11456 is a series of a unit investment trust, the FT Series. FT 11456
consists of a single portfolio known as Stonebridge Preferred Income
Portfolio, Series 46 (the "Trust"). The Trust invests in a diversified
portfolio of preferred stocks and trust preferred securities (the
"Securities"). Certain of the Securities are considered to be high-yield
securities. See "Risk Factors" for a discussion of the risks of investing in
high-yield securities or "junk" bonds. The Trust seeks a high rate of current
income.

THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

FIRST TRUST(R)

800-621-1675

The date of this prospectus is May 9, 2024

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Registered Public Accounting Firm 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 11
Portfolio 12
Risk Factors 12
Public Offering 16
Distribution of Units 18
The Sponsor's Profits 20
The Secondary Market 20
How We Purchase Units 20
Expenses and Charges 20
Tax Status 21
Retirement Plans 23
Rights of Unit Holders 23
Income and Capital Distributions 24
Redeeming Your Units 25
Removing Securities from the Trust 26
Amending or Terminating the Indenture 26
Information on Stonebridge Advisors LLC,
the Sponsor and Trustee 27
Other Information 28
Credit Rating Definitions 28

Page 2

Summary of Essential Information (Unaudited)

Stonebridge Preferred Income Portfolio, Series 46
FT 11456

At the Opening of Business on the Initial Date of Deposit-May 9, 2024

Sponsor: First Trust Portfolios L.P.
Trustee: The Bank of New York Mellon

Initial Number of Units (1) 17,293
Fractional Undivided Interest in the Trust per Unit (1) 1/17,293
Public Offering Price:
Public Offering Price per Unit (2) $ 10.000
Less Initial Sales Charge per Unit (3) (.000)
__________
Aggregate Offering Price Evaluation of Securities per Unit (4) 10.000
Less Deferred Sales Charge per Unit (3) (.225)
_________
Redemption Price per Unit (5) 9.775
Less Creation and Development Fee per Unit (3)(5) (.050)
Less Organization Costs per Unit (5) (.042)
__________
Net Asset Value per Unit $ 9.683
==========
Cash CUSIP Number 30335M 468
Reinvestment CUSIP Number 30335M 476
Fee Account Cash CUSIP Number 30335M 484
Fee Account Reinvestment CUSIP Number 30335M 492
Ticker Symbol FDYXLX

First Settlement Date May 13, 2024
Mandatory Termination Date (6) May 8, 2026
Income Account Distribution Record Date Tenth day of each month, commencing June 10, 2024.
Income Account Distribution Date (7) Twenty-fifth day of each month, commencing June 25, 2024.

______________

(1) As of the Evaluation Time on the Initial Date of Deposit, we may adjust
the number of Units of the Trust so that the Public Offering Price per Unit
will equal approximately $10.00. If we make such an adjustment, the fractional
undivided interest per Unit will vary from the amount indicated above.

(2) The Public Offering Price shown above reflects the value of the Securities
on the business day prior to the Initial Date of Deposit. No investor will
purchase Units at this price. The price you pay for your Units will be based
on their valuation at the Evaluation Time on the date you purchase your Units.
On the Initial Date of Deposit, the Public Offering Price per Unit will not
include any accumulated dividends on the Securities. After this date, a pro
rata share of any accumulated dividends on the Securities will be included.

(3) You will pay a maximum sales charge of 2.75% of the Public Offering Price
per Unit (equivalent to 2.75% of the net amount invested) which consists of an
initial sales charge, a deferred sales charge and a creation and development
fee. The sales charges are described in the "Fee Table."

(4) Each listed Security is valued at its last closing sale price at the
Evaluation Time on the business day prior to the Initial Date of Deposit. If a
Security is not listed, or if no closing sale price exists, it is valued at
its closing ask price on such date. See "Public Offering-The Value of the
Securities." Evaluations for purposes of determining the purchase, sale or
redemption price of Units are made as of the close of trading on the New York
Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day on
which it is open (the "Evaluation Time").

(5) The creation and development fee will be deducted from the assets of the
Trust at the end of the initial offering period and the estimated organization
costs per Unit will be deducted from the assets of the Trust at the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period. If Units are redeemed prior to any such reduction, these fees
will not be deducted from the redemption proceeds. See "Redeeming Your Units."

(6) See "Amending or Terminating the Indenture."

(7) The Trustee will distribute money from the Income and Capital Accounts
monthly on the twenty-fifth day of each month to Unit holders of record on the
tenth day of each month if the amount available for distribution from an
account equals at least $1.00 per 100 Units. See "Income and Capital
Distributions."

Page 3

Fee Table (Unaudited)

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of the Trust. See "Public Offering"
and "Expenses and Charges." Although the Trust has a term of approximately two
years and is a unit investment trust rather than a mutual fund, this
information allows you to compare fees.

Amount
per Unit
________
Unit Holder Sales Fees (as a percentage of public offering price)

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000
Deferred sales charge 2.25%(b) $.225
Creation and development fee 0.50%(c) $.050
_____ _____
Maximum sales charge (including creation and development fee) 2.75% $.275
===== =====
Organization Costs (as a percentage of public offering price)
Estimated organization costs .420%(d) $.0420
===== ======
Estimated Annual Trust Operating Expenses(e)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .080% $.0080
Trustee's fee and other operating expenses .138%(f) $.0138
_____ ______
Total .218% $.0218
===== ======

Example

This example is intended to help you compare the cost of investing in the
Trust with the cost of investing in other investment products. The example
assumes that you invest $10,000 in the Trust for the periods shown. The
example also assumes a 5% return on your investment each year and that the
Trust's operating expenses stay the same. The example does not take into
consideration transaction fees which may be charged by certain broker/dealers
for processing redemption requests. Although your actual costs may vary, based
on these assumptions your costs, assuming you sell or redeem your Units at the
end of each period, would be:

1 Year 2 Years
______ _______
$339 $361

The example will not differ if you hold rather than sell your Units at the end
of each period.

_____________

(a) The combination of the initial and deferred sales charge comprises what we
refer to as the "transactional sales charge." The initial sales charge is
actually equal to the difference between the maximum sales charge of 2.75% and
the sum of any remaining deferred sales charge and creation and development
fee. When the Public Offering Price per Unit equals $10, there is no initial
sales charge. If the price you pay for your Units exceeds $10 per Unit, you
will pay an initial sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.225 per Unit
which, as a percentage of the Public Offering Price, will vary over time. The
deferred sales charge will be deducted in three monthly installments
commencing August 20, 2024.

(c) The creation and development fee compensates the Sponsor for creating and
developing the Trust. The creation and development fee is a charge of $.050
per Unit collected at the end of the initial offering period, which is
expected to be approximately three months from the Initial Date of Deposit. If
the price you pay for your Units exceeds $10 per Unit, the creation and
development fee will be less than 0.50%; if the price you pay for your Units
is less than $10 per Unit, the creation and development fee will exceed 0.50%.
If you purchase Units after the initial offering period, you will not be
assessed the creation and development fee.

(d) Estimated organization costs will be deducted from the assets of the Trust
at the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period. Estimated organization costs are assessed on a
fixed dollar amount per Unit basis which, as a percentage of average net
assets, will vary over time.

(e) Each of the fees listed herein is assessed on a fixed dollar amount per
Unit basis which, as a percentage of average net assets, will vary over time.

(f) Other operating expenses do not include brokerage costs and other
portfolio transaction fees. In certain circumstances the Trust may incur
additional expenses not set forth above. See "Expenses and Charges."

Page 4

Report of Independent
Registered Public Accounting Firm

To the Unit Holders and the Sponsor, First Trust Portfolios L.P., of FT 11456

Opinion on the Statement of Net Assets

We have audited the accompanying statement of net assets of FT 11456,
comprising Stonebridge Preferred Income Portfolio, Series 46 (the "Trust"),
one of the series constituting the FT Series, including the schedule of
investments, as of the opening of business on May 9, 2024 (Initial Date of
Deposit), and the related notes. In our opinion, the statement of net assets
presents fairly, in all material respects, the financial position of the Trust
as of the opening of business on May 9, 2024 (Initial Date of Deposit), in
conformity with accounting principles generally accepted in the United States
of America.

Basis for Opinion

This statement of net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net assets based
on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement, whether due to error or fraud. The Trust is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Trust's internal
control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material
misstatement of the statement of net assets, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the statement of net assets. Our audit also included evaluating
the accounting principles used and significant estimates made by the Trust's
Sponsor, as well as evaluating the overall presentation of the statement of
net assets. Our procedures included confirmation of the irrevocable letter of
credit held by The Bank of New York Mellon, the Trustee, and deposited in the
Trust for the purchase of securities, as shown in the statement of net assets,
as of the opening of business on May 9, 2024, by correspondence with the
Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
May 9, 2024

We have served as the auditor of one or more investment companies sponsored by
First Trust Portfolios L.P. since 2001.

Page 5

Statement of Net Assets

Stonebridge Preferred Income Portfolio, Series 46
FT 11456

At the Opening of Business on the Initial Date of Deposit-May 9, 2024

NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $172,933
Less liability for reimbursement to Sponsor for organization costs (3) (726)
Less liability for deferred sales charge (4) (3,891)
Less liability for creation and development fee (5) (865)
________
Net assets $167,451
========
Units outstanding 17,293
Net asset value per Unit (6) $ 9.683
ANALYSIS OF NET ASSETS
Cost to investors (7) $172,933
Less maximum sales charge (7) (4,756)
Less estimated reimbursement to Sponsor for organization costs (3) (726)
________
Net assets $167,451
========

_____________

NOTES TO STATEMENT OF NET ASSETS

The Trust is registered as a unit investment trust under the Investment
Company Act of 1940. The Sponsor is responsible for the preparation of
financial statements in accordance with accounting principles generally
accepted in the United States which require the Sponsor to make estimates and
assumptions that affect amounts reported herein. Actual results could differ
from those estimates. The Trust intends to comply in its initial fiscal year
and thereafter with provisions of the Internal Revenue Code applicable to
regulated investment companies and as such, will not be subject to federal
income taxes on otherwise taxable income (including net realized capital
gains) distributed to Unit holders.

(1) The Trust invests in a diversified portfolio of preferred stocks and trust
preferred securities. Aggregate cost of the Securities listed under "Schedule
of Investments" is based on their aggregate underlying value. The Trust has a
Mandatory Termination Date of May 8, 2026.

(2) An irrevocable letter of credit issued by The Bank of New York Mellon, of
which approximately $300,000 has been allocated to the Trust, has been
deposited with the Trustee as collateral, covering the monies necessary for
the purchase of the Securities according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing the
Trust. These costs have been estimated at $.0420 per Unit for the Trust. A
payment will be made at the earlier of six months after the Initial Date of
Deposit or the end of the initial offering period to an account maintained by
the Trustee from which the obligation of the investors to the Sponsor will be
satisfied. To the extent that actual organization costs of the Trust are
greater than the estimated amount, only the estimated organization costs added
to the Public Offering Price will be reimbursed to the Sponsor and deducted
from the assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge distributions of
$.225 per Unit, payable to the Sponsor in three equal monthly installments
beginning on August 20, 2024 and on the twentieth day of each month thereafter
(or if such date is not a business day, on the preceding business day) through
October 18, 2024. If Unit holders redeem Units before October 18, 2024, they
will have to pay the remaining amount of the deferred sales charge applicable
to such Units when they redeem them.

(5) The creation and development fee ($.050 per Unit) is payable by the Trust
on behalf of Unit holders out of assets of the Trust at the end of the initial
offering period. If Units are redeemed prior to the close of the initial
offering period, the fee will not be deducted from the proceeds.

(6) Net asset value per Unit is calculated by dividing the Trust's net assets
by the number of Units outstanding. This figure includes organization costs
and the creation and development fee, which will only be assessed to Units
outstanding at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period in the case of organization costs or
the close of the initial offering period in the case of the creation and
development fee.

(7) The aggregate cost to investors in the Trust includes a maximum sales
charge (comprised of an initial sales charge, a deferred sales charge and the
creation and development fee) computed at the rate of 2.75% of the Public
Offering Price per Unit (equivalent to 2.75% of the net amount invested,
exclusive of the deferred sales charge and the creation and development fee),
assuming no reduction of the maximum sales charge as set forth under "Public
Offering."

Page 6

Schedule of Investments

Stonebridge Preferred Income Portfolio, Series 46
FT 11456

At the Opening of Business on the Initial Date of Deposit-May 9, 2024

Percentage
Rating of Aggregate Number Market Cost of
(Unaudited) Offering Redemption of Value per Securities to
Name of Issue of Securities (1)(5)(6) S&P (2) Price Provisions (3) Shares Share the Trust (4)
_____________________________________ ___________ ____________ ______________ ______ _________ _____________
PREFERRED SECURITIES (100.00%):
Communication Services (7.25%):
AT&T Inc., Series A, 5.000% BB+ 2.50% 12/12/24 @ 25 204 $21.15 $ 4,315
AT&T Inc., Series C, 4.750% BB+ 2.00% 02/18/25 @ 25 175 19.76 3,458
United States Cellular Corporation, 5.500%,
Due 03/01/2070 BB 1.00% 03/01/26 @ 25 99 17.39 1,722
United States Cellular Corporation, 5.500%,
Due 06/01/2070 BB 1.00% 06/01/26 @ 25 99 17.43 1,726
United States Cellular Corporation, 6.250%,
Due 09/01/2069 BB 0.75% 09/01/25 @ 25 68 19.19 1,305
Consumer Discretionary (1.50%):
Ford Motor Company, 6.500%, Due 08/15/2062 BBB- 1.50% 08/15/27 @ 25 105 24.75 2,599
Financials (75.51%):
Aegon Funding Company LLC, 5.100%,
Due 12/15/2049 BBB- 2.25% 12/15/24 @ 25 183 21.27 3,892
Affiliated Managers Group, Inc., 4.200%,
Due 09/30/2061 BBB- 0.50% 09/30/26 @ 25 51 16.88 861
Affiliated Managers Group, Inc., 6.750%,
Due 03/30/2064 BBB- 2.00% 03/30/29 @ 25 135 25.60 3,456
The Allstate Corporation, Series J, 7.375% BBB- 3.01% 07/15/28 @ 25 194 26.79 5,197
Apollo Global Management, Inc., 7.625%, Variable
Rate, Due 09/15/2053 BBB+ 1.50% 09/15/28 @ 25 98 26.53 2,600
Arch Capital Group Ltd., Series G, 4.550% + BBB 1.25% 06/11/26 @ 25 111 19.53 2,168
Assurant, Inc., 5.250%, Due 01/15/2061 BB+ 1.00% 01/15/26 @ 25 83 20.87 1,732
Athene Holding Ltd., 7.250%, Variable Rate,
Due 03/30/2064 BBB 1.00% 03/30/29 @ 25 69 25.03 1,727
Athene Holding Ltd., Series A, 6.350%,
Variable Rate BBB 0.50% 06/30/29 @ 25 36 23.96 863
Athene Holding Ltd., Series E, 7.750%,
Variable Rate BBB 1.00% 12/30/27 @ 25 66 26.27 1,734
Bank of America Corporation, Series NN, 4.375% BBB- 2.00% 11/03/25 @ 25 180 19.21 3,458
Bank of America Corporation, Series SS, 4.750% BBB- 2.00% 02/17/27 @ 25 169 20.50 3,464
Capital One Financial Corporation, Series J,
4.800% BB 2.00% 06/01/25 @ 25 184 18.76 3,452
Carlyle Finance LLC, 4.625%, Due 05/15/2061 BBB 1.50% 05/15/26 @ 25 143 18.19 2,601
The Charles Schwab Corporation, Series J,
4.450% BBB- 3.00% 06/01/26 @ 25 257 20.19 5,189
Citizens Financial Group, Inc., Series E, 5.000% BB+ 1.00% 01/06/25 @ 25 85 20.29 1,725
Equitable Holdings, Inc., Series A, 5.250% BBB 1.50% 12/15/24 @ 25 119 21.85 2,600

Page 7

Schedule of Investments (cont'd.)

Stonebridge Preferred Income Portfolio, Series 46
FT 11456

At the Opening of Business on the Initial Date of Deposit-May 9, 2024

Percentage
Rating of Aggregate Number Market Cost of
(Unaudited) Offering Redemption of Value per Securities to
Name of Issue of Securities (1)(5)(6) S&P (2) Price Provisions (3) Shares Share the Trust (4)
_____________________________________ ___________ ____________ ______________ ______ _________ _____________
Financials (cont'd.):
F&G Annuities & Life, Inc., 7.950%,
Due 12/15/2053 BBB- 2.50% 12/15/28 @ 25 166 $26.09 $ 4,331
Globe Life Inc., 4.250%, Due 06/15/2061 BBB+ 0.50% 06/15/26 @ 25 54 16.00 864
Huntington Bancshares Incorporated, Series J,
6.875%, Variable Rate BB+ 1.00% 04/15/28 @ 25 70 24.79 1,735
Jackson Financial Inc., 8.000%, Variable Rate BB+ 1.25% 03/30/28 @ 25 84 25.75 2,163
JPMorgan Chase & Co., Series GG, 4.750% BBB- 1.50% 12/01/24 @ 25 122 21.22 2,589
JPMorgan Chase & Co., Series JJ, 4.550% BBB- 1.50% 06/01/26 @ 25 129 20.17 2,602
JPMorgan Chase & Co., Series LL, 4.625% BBB- 1.00% 06/01/26 @ 25 84 20.56 1,727
Keycorp, 6.200%, Variable Rate BB 1.50% 12/15/27 @ 25 116 22.35 2,593
KKR Group Finance Co. IX LLC, 4.625%,
Due 04/01/2061 BBB+ 1.25% 04/01/26 @ 25 114 19.03 2,169
Lincoln National Corporation, Series D, 9.000% BBB- 1.00% 12/01/27 @ 25 61 28.43 1,734
MetLife, Inc., Series F, 4.750% BBB 2.00% 03/15/25 @ 25 166 20.84 3,459
Morgan Stanley, Series K, 5.850%, Variable Rate BBB- 1.00% 04/15/27 @ 25 71 24.41 1,733
Morgan Stanley, Series P, 6.500% BBB- 3.00% 10/15/27 @ 25 202 25.65 5,181
PartnerRe Ltd, Series J, 4.875% + BBB 1.00% 03/15/26 @ 25 87 19.90 1,731
Prudential Financial, Inc., 4.125%,
Due 09/01/2060 BBB+ 2.00% 09/01/25 @ 25 176 19.64 3,457
Prudential Financial, Inc., 5.950%,
Due 09/01/2062 BBB+ 2.00% 09/01/27 @ 25 136 25.47 3,464
Regions Financial Corporation, Series E, 4.450% BB+ 1.00% 06/15/26 @ 25 98 17.56 1,721
Reinsurance Group of America, Incorporated,
5.750%, Variable Rate, Due 06/15/2056 (8) BBB+ 0.50% 06/15/26 @ 25 34 25.16 856
Reinsurance Group of America, Incorporated,
7.125%, Variable Rate, Due 10/15/2052 BBB+ 2.99% 10/15/27 @ 25 198 26.15 5,178
RenaissanceRe Holdings Ltd., Series G, 4.200% + BBB 1.75% 07/15/26 @ 25 169 17.92 3,028
Stifel Financial Corp., Series C, 6.125% BB 0.50% 06/15/25 @ 25 36 23.95 862
TPG Operating Group II, L.P., 6.950%,
Due 03/15/2064 BBB- 2.00% 03/15/29 @ 25 134 25.81 3,459
Truist Financial Corporation, Series O, 5.250% BBB- 1.50% 06/01/25 @ 25 114 22.80 2,599
Truist Financial Corporation, Series R, 4.750% BBB- 1.99% 09/01/25 @ 25 169 20.41 3,449
U.S. Bancorp, Series K, 5.500% BBB 2.00% 06/07/24 @ 25 145 23.79 3,450
U.S. Bancorp, Series O, 4.500% BBB 2.00% 04/15/27 @ 25 176 19.65 3,458
Voya Financial, Inc., Series B, 5.350%,
Variable Rate BBB- 3.01% 09/15/29 @ 25 216 24.06 5,197
W.R. Berkley Corporation, 5.100%,
Due 12/30/2059 BBB- 1.25% 12/30/24 @ 25 101 21.37 2,158
Wells Fargo & Company, Series AA, 4.700% BB+ 1.01% 12/15/25 @ 25 85 20.45 1,738
Wells Fargo & Company, Series Z, 4.750% BB+ 3.00% 03/15/25 @ 25 252 20.58 5,186

Page 8

Stonebridge Preferred Income Portfolio, Series 46

Schedule of Investments (cont'd.)

FT 11456

At the Opening of Business on the Initial Date of Deposit-May 9, 2024

__________

See "Notes to Schedule of Investments" on page 10.

Page 9

NOTES TO SCHEDULE OF INVESTMENTS

(1) Shown under this heading is the stated dividend rate of each of the
Securities, expressed as a percentage of par or stated value. All Securities
are represented by regular way contracts to purchase such Securities for the
performance of which an irrevocable letter of credit has been deposited with
the Trustee. The Sponsor entered into purchase contracts for the Securities on
May 9, 2024. Such purchase contracts are expected to settle within two
business days. Each Security was originally issued with a par or stated value
per share equal to $25.

(2) The ratings are by Standard & Poor's Financial Services LLC, a division of
S&P Global Inc. ("S&P" or "Standard & Poor's") and are unaudited. Such ratings
were obtained from an information reporting service other than S&P. "NR"
indicates no rating by S&P. Such Securities may, however, be rated by another
nationally recognized statistical rating organization. "(e)" indicates an
"Expected Rating" and is intended to anticipate Standard & Poor's forthcoming
rating assignment. Expected Ratings are generated by Bloomberg Finance L.P.
("Bloomberg") based on sources it considers reliable or established Standard &
Poor's rating practices. Expected Ratings exist only until Standard & Poor's
assigns a rating to the issue. There is no guarantee that the ratings, when
assigned, will not differ from those currently expected. See "Credit Rating
Definitions."

(3) The Securities are first redeemable on such date and at such price as
listed above. Optional redemption provisions, which may be exercised in whole
or in part, are at prices of par or stated value. Optional redemption
provisions generally will occur at times when the redeemed Securities have an
offering side evaluation which represents a premium over par or stated value.
To the extent that the Securities were acquired at a price higher than the
redemption price, this will represent a loss of capital when compared with the
Public Offering Price of the Units when acquired. Distributions to Unit
holders will generally be reduced by the amount of the dividends which
otherwise would have been paid with respect to redeemed Securities, and any
principal amount received on such redemption after satisfying any redemption
requests for Units received by the Trust will be distributed to Unit holders.
Certain of the Securities have provisions which would allow for their
redemption prior to the earliest stated call date pursuant to the occurrence
of certain extraordinary events.

(4) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally determined
by the closing sale prices of the listed Securities and the ask prices of the
over-the-counter traded Securities at the Evaluation Time on the business day
preceding the Initial Date of Deposit). The cost of Securities to the Trust
may not compute due to rounding the market value per share. The valuation of
the Securities has been determined by the Sponsor. In accordance with
Financial Accounting Standards Board Accounting Standards Codification 820,
"Fair Value Measurement," the Trust's investments are classified as Level 1,
which refers to securities traded in an active market. The cost of the
Securities to the Sponsor and the Sponsor's loss (which is the
difference between the cost of the Securities to the Sponsor and the cost of
the Securities to the Trust) are $173,130 and $197, respectively.

(5) Preferred securities of companies headquartered or incorporated outside
the United States comprise approximately 5.00% of the investments of the Trust
(consisting of Bermuda, 4.00% and Canada, 1.00%).

(6) Securities of companies in the following categories comprise the
approximate percentage of the investments of the Trust as indicated: Preferred
Stocks, 60.52% and Trust Preferred Securities, 39.48%.

(7) This Security represents the preferred stock or trust preferred security
of a real estate investment trust ("REIT"). REITs which invest in mortgage
loans and mortgage-backed securities are included in the Financials sector
whereas REITs which directly hold real estate properties are included in the
Real Estate sector. REITs comprise approximately 3.75% of the investments of
the Trust.

(8) This Security has a "make whole" call option and is redeemable in whole or
in part at any time, unless otherwise provided below, at the option of the
issuer, at a redemption price equal to the greater of (i) 100% of their
principal amount or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon, discounted to the date
of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a set premium to the then current applicable Treasury
Rate, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to the date of redemption. Securities bearing this
option within the Trust and their respective premiums to the applicable
Treasury rate are as follows: Reinsurance Group of America, Incorporated,
5.750%, 0.50%, until 06/15/2026.

+ This Security represents the preferred stock or trust preferred security of
a foreign company which trades on the over-the-counter market or on a U.S.
national securities exchange.

Page 10

The FT Series

The FT Series Defined.

We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have named the
FT Series. The series to which this prospectus relates, FT 11456, consists of
a single portfolio known as Stonebridge Preferred Income Portfolio, Series 46.

The Trust was created under the laws of the State of New York by a Trust
Agreement (the "Indenture") dated the Initial Date of Deposit. This agreement,
entered into among First Trust Portfolios L.P., as Sponsor, The Bank of New
York Mellon as Trustee and First Trust Advisors L.P. as Portfolio Supervisor,
governs the operation of the Trust.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND RISKS
OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE SPONSOR AT 800-
621-1675, DEPT. CODE 2.

How We Created the Trust.

On the Initial Date of Deposit, we deposited a portfolio of preferred stocks
and trust preferred securities with the Trustee and, in turn, the Trustee
delivered documents to us representing our ownership of the Trust in the form
of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities in the
Trust, or cash (including a letter of credit or the equivalent) with
instructions to buy more Securities to create new Units for sale. If we create
additional Units, we will attempt, to the extent practicable, to maintain the
percentage relationship established among the Securities on the Initial Date
of Deposit (as set forth under "Schedule of Investments"), adjusted to reflect
the sale, redemption or liquidation of any of the Securities or any stock
split or a merger or other similar event affecting the issuer of the Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trust, on a market value basis, will also change daily. The
portion of Securities represented by each Unit will not change as a result of
the deposit of additional Securities or cash in the Trust. If we deposit cash,
you and new investors may experience a dilution of your investment. This is
because prices of Securities will fluctuate between the time of the cash
deposit and the purchase of the Securities, and because the Trust pays the
associated brokerage fees. To reduce this dilution, the Trust will try to buy
the Securities as close to the Evaluation Time and as close to the evaluation
price as possible. In addition, because the Trust pays the brokerage fees
associated with the creation of new Units and with the sale of Securities to
meet redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the Trustee
may retain and pay us (or our affiliate) to act as agent for the Trust to buy
Securities. If we or an affiliate of ours act as agent to the Trust, we will
be subject to the restrictions under the Investment Company Act of 1940, as
amended (the "1940 Act"). When acting in an agency capacity, we may select
various broker/dealers to execute securities transactions on behalf of the
Trust, which may include broker/dealers who sell Units of the Trust. We do not
consider sales of Units of the Trust or any other products sponsored by First
Trust as a factor in selecting such broker/dealers.

We cannot guarantee that the Trust will keep its present size and composition
for any length of time. Securities may be periodically sold under certain
circumstances to satisfy Trust obligations, to meet redemption requests and,
as described in "Removing Securities from the Trust," to maintain the sound
investment character of the Trust, and the proceeds received by the Trust will
be used to meet Trust obligations or distributed to Unit holders. However,
Securities will not be sold to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if they no
longer meet the criteria by which they were selected. You will not be able to
dispose of or vote any of the Securities in the Trust. As the holder of the
Securities, the Trustee will vote the Securities and, except as described in
"Removing Securities from the Trust," will endeavor to vote the Securities
such that the Securities are voted as closely as possible in the same manner
and the same general proportion as are the Securities held by owners other
than such Trust.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the Securities
initially deposited in the Trust fails, unless we can purchase substitute
Securities ("Replacement Securities"), we will refund to you that portion of
the purchase price and transactional sales charge resulting from the failed
contract on the next Income Account Distribution Date. Any Replacement
Security the Trust acquires will be identical to those from the failed contract.

Page 11

Portfolio

Objective.

The Trust seeks a high rate of current income by investing in a portfolio of
preferred stocks and trust preferred securities selected by the Sponsor in
collaboration with Stonebridge Advisors LLC ("Stonebridge"). Under normal
circumstances, the Trust will invest at least 80% of its assets in preferred
stocks and trust preferred securities. The Trust is concentrated (i.e.,
invests 25% or more of Trust assets) in securities of companies within the
financials sector.

Portfolio Selection Process.

The Trust is a unit investment trust that is diversified across preferred
stocks and trust preferred securities issued by companies that we believe have
current attractive yields. Preferred stocks are equity securities of the
issuing company which pay income in the form of dividends. Trust preferred
securities are securities issued by corporations, generally in the form of
interest-bearing notes, distributions on which are treated as interest, rather
than dividends, for federal tax purposes.

The Sponsor selected a portfolio of preferred stocks and trust preferred
securities by collaborating with Stonebridge. Stonebridge used relative value,
fundamental credit and market technical analyses to prepare a recommended
portfolio of securities designed to meet the objective of the Trust.
Attributes such as credit quality, yield, capital structure positioning, as
well as market technicals such as trading volumes, liquidity and pricing
inefficiencies were considered in this process. Stonebridge submitted its
portfolio suggestions to the Sponsor who then chose the final portfolio.

While not a part of the Trust's portfolio selection process, the Trust also
invests in high-yield securities, REITs, foreign securities and companies with
various market capitalizations.

As with any similar investments, there can be no guarantee that the objective
of the Trust will be achieved. See "Risk Factors" for a discussion of the
risks of investing in the Trust.

Risk Factors

Price Volatility. The Trust invests in preferred stocks and trust preferred
securities of U.S. and foreign companies. The value of the Trust's Units will
fluctuate with changes in the value of these securities. Preferred securities
prices fluctuate for several reasons including changes in investors'
perceptions of the financial condition of an issuer or the general condition
of the relevant stock market, or when political or economic events affecting
the issuers occur. In addition, preferred securities may be sensitive to
rising interest rates, as the cost of capital rises and borrowing costs
increase, negatively impacting issuers. However, because preferred security
distributions are fixed (though not guaranteed) and preferred securities
typically have superior rights to common stocks in distributions and
liquidation, they are generally less volatile than common stocks.

Because the Trust is not managed, the Trustee will not sell securities in
response to or in anticipation of market fluctuations, as is common in managed
investments. As with any investment, we cannot guarantee that the performance
of the Trust will be positive over any period of time or that you won't lose
money. Units of the Trust are not deposits of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

Market Risk. Market risk is the risk that a particular security, or Units of the
Trust in general, may fall in value or underperform other investments.
Securities are subject to market fluctuations caused by such factors as
economic, political, regulatory or market developments, changes in interest
rates and perceived trends in securities prices. As a means to fight inflation,
which remains at elevated levels, the Federal Reserve has raised interest rates
and may continue to do so and is reversing previously implemented quantitative
easing. Recent and potential future bank failures could result in disruption to
the broader banking industry or markets generally and reduce confidence in
financial institutions and the economy as a whole, which may also heighten
market volatility and reduce liquidity. In addition, local, regional or global
events such as war, acts of terrorism, spread of infectious diseases or other
public health issues, recessions, political turbulence or other events could
have a significant negative impact on the Trust and its investments. For
example, the COVID-19 global pandemic and the ensuing policies enacted by
governments and central banks have caused and may continue to cause significant
volatility and uncertainty in global financial markets, negatively impacting
global growth prospects. While vaccines have been developed, there is no
guarantee that vaccines will be effective against future variants of the
disease. The impact of the COVID-19 pandemic, or any future public health
crisis, may be short term or may last for an extended period of time, and in
either case could result in a substantial economic downturn or recession.
Ongoing armed conflicts between Russia and Ukraine in Europe and among Israel,

Page 12

Hamas and other militant groups in the Middle East have caused and could
continue to cause significant market disruptions and volatility within the
markets in Russia, Europe, the Middle East and the United States. The
hostilities and sanctions resulting from those hostilities could have a
significant impact on certain Trust investments as well as Trust performance.
Such events may affect certain geographic regions, countries, sectors and
industries more significantly than others. Such events could adversely affect
the prices and liquidity of the Trust's portfolio securities and could result in
disruptions in the trading markets. Any such circumstances could have a
materially negative impact on the value of the Trust's Units and result in
increased market volatility.

Distributions. All of the Securities held by the Trust currently pay
dividends, but there is no guarantee that the issuers of the Securities will
be able to pay dividends or interest at their stated rate in the future.

Concentration Risk. When 25% or more of a trust's portfolio is invested in
securities issued by companies within a single sector, the trust is considered
to be concentrated in that particular sector. A portfolio concentrated in one
or more sectors may present more risks than a portfolio broadly diversified
over several sectors.

The Trust is concentrated in securities of companies within the financials
sector.

Financials. Financial companies, such as retail and commercial banks,
insurance companies and financial services companies, are subject to extensive
governmental regulation and intervention, which may adversely affect the scope
of their activities, the prices they can charge, the amount and types of
capital they must maintain and, potentially, their size. Governmental
regulation may change frequently and may have significant adverse consequences
for financial companies, including effects not intended by such regulation.
The impact of more stringent capital requirements, or recent or future
regulation in various countries, on any individual financial company or on
financial companies as a whole cannot be predicted. Certain risks may impact
the value of investments in financial companies more severely than those of
investments in other issuers, including the risks associated with companies
that operate with substantial financial leverage. Financial companies may also
be adversely affected by volatility in interest rates, decreases in the
availability of money or asset valuations, credit rating downgrades and
adverse conditions in other related markets. Insurance companies in particular
may be subject to severe price competition and/or rate regulation, which may
have an adverse impact on their profitability. Financial companies are also a
target for cyber-attacks and may experience technology malfunctions and
disruptions as a result.

In addition, general economic conditions are important to the operations of
financial companies. Deteriorating economic fundamentals may increase the risk
of default or insolvency of particular financial institutions, negatively
impact market value, cause credit spreads to widen, and reduce bank balance
sheets. Credit losses resulting from financial difficulties of borrowers and
financial losses associated with investment activities may have an adverse
effect on the profitability of financial companies. While financial companies
such as banks tend to increase reserves in anticipation of economic stress,
there can be no assurance that such reserves will be sufficient to cover
rising default rates. Financial companies may be highly dependent upon access
to capital markets, and any impediments to such access, such as adverse
overall economic conditions or a negative perception in the capital markets of
a company's financial condition or prospects, could adversely affect its
business. For example, any failure of a bank can result in disruption to the
broader banking industry or markets generally, which may also heighten market
volatility and reduce liquidity. Some financial companies may also be required
to accept or borrow significant amounts of capital from government sources.
There is no guarantee that governments will provide any such relief in the
future and no certainty that such relief will mitigate the effects of any
failure of a financial institution on the economy or otherwise strengthen
public confidence in financial institutions. These actions may cause the
securities of many companies in the financials sector to decline in value.

Interest Rate Risk. Interest rate risk is the risk that the value of the
Securities held by the Trust will fall if interest rates increase. Securities
typically fall in value when interest rates rise and rise in value when
interest rates fall. Securities with longer periods before maturity are often
more sensitive to interest rate changes. The Federal Reserve has raised
interest rates and may continue to do so in response to inflation. Therefore,
risks associated with rising rates are heightened for the Securities held by
the Trust.

Credit Risk. Credit risk is the risk that a Security's issuer is unable or
unwilling to make dividend, interest or principal payments when due and the
related risk that the value of a Security may decline because of concerns
about the issuer's ability or willingness to make such payments.

Page 13

Preferred Stocks. Approximately 60.52% of the Trust consists of preferred
stocks. Preferred stocks are typically subordinated to bonds and other debt
instruments in a company's capital structure, in terms of priority to
corporate income, and therefore will be subject to greater credit risk than
those debt instruments.

Trust Preferred Securities. Approximately 39.48% of the Trust consists of trust
preferred securities. Trust preferred securities are securities typically
issued by corporations, generally in the form of interest-bearing notes or
preferred stocks, or by an affiliated business trust of a corporation,
generally in the form of beneficial interests in subordinated debentures or
similarly structured securities. Dividend payments of the trust preferred
securities generally coincide with interest payments on the underlying
obligations. Trust preferred securities generally have a yield advantage over
traditional preferred stocks, but unlike preferred stocks, distributions are
generally treated as interest rather than dividends for federal income tax
purposes and therefore, are not eligible for the dividends received deduction
or the reduced tax rates applicable to qualified dividend income. Trust
preferred securities are typically subordinated to the conventional short term
debt of an issuer, have different redemption provisions and, unlike
conventional short term debt, certain of the trust preferred securities
provide for the optional deferral of interest payments for up to 20
consecutive quarters. While trust preferred securities have preference in
bankruptcy over the common stock of an issuer, they are typically subordinated
to any debt issued by an issuer. In the event of an issuer's bankruptcy, the
holders of all outstanding debt of the issuer must be repaid prior to holders
of trust preferred securities, which makes these securities riskier than an
investment in securities which are not subordinated to other debt of the issuer.

Trust preferred securities prices fluctuate for several reasons including
changes in investors' perception of the financial condition of an issuer or
the general condition of the market for trust preferred securities, or when
political or economic events affecting the issuers occur. Trust preferred
securities are also sensitive to interest rate fluctuations, as the cost of
capital rises and borrowing costs increase in a rising interest rate
environment and the risk that a trust preferred security may be called for
redemption in a falling interest rate environment. Trust preferred securities
are also subject to unique risks which include the fact that dividend payments
will only be paid if interest payments on the underlying obligations are made,
which interest payments are dependent on the financial condition of the issuer
and may be deferred for up to 20 consecutive quarters. During any deferral
period, investors are generally taxed as if the Trust had received current
income. In such a case, Unit holders will have income taxes due prior to
receiving cash distributions to pay such taxes. In addition, the underlying
obligations, and thus the trust preferred securities, may be prepaid after a
stated call date or as a result of certain tax or regulatory events. Trust
preferred securities are typically subordinated to bonds and other debt
instruments in a company's capital structure, in terms of priority to
corporate income, and therefore will be subject to greater credit risk than
those debt instruments.

Tax or other regulatory changes may change the tax characterization of trust
preferred securities. In addition, certain tax or other regulatory changes may
cause trust preferred securities held by the Trust to be called for redemption
prior to maturity or prior to the Trust's Mandatory Termination Date. As a
result, tax or regulatory changes may impact the value of the trust preferred
securities held by the Trust.

High-Yield Securities. Certain of the Securities held by the Trust invest in
securities rated below investment grade by one or more rating agencies (high-
yield securities or "junk" bonds) or, if unrated, determined to have a
comparable rating by Stonebridge. High-yield, high-risk securities are subject
to greater market fluctuations and risk of loss than securities with higher
investment ratings. The value of these securities will decline significantly
with increases in interest rates, not only because increases in rates
generally decrease values, but also because increased rates may indicate an
economic slowdown. An economic slowdown, or a reduction in an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings
at a level sufficient to maintain interest and principal payments.

High-yield securities or "junk" bonds, the generic names for securities rated
below "BBB-" by Standard & Poor's or below "Baa3" by Moody's, are frequently
issued by corporations in the growth stage of their development or by
established companies that are highly leveraged or whose operations or
industries are depressed. Obligations rated below "BBB-" should be considered
speculative as these ratings indicate a quality of less than investment grade,
and therefore carry an increased risk of default as compared to investment
grade issues. The Funds held by the Trust may invest in securities of any high-
yield credit quality, including securities rated as low as "D" by Standard and
Poor's or "C" by Moody's. Because high-yield securities are generally
subordinated obligations and are perceived by investors to be riskier than
higher rated securities, their prices tend to fluctuate more than higher rated

Page 14

securities and are affected by short-term credit developments to a greater
degree.

The market for high-yield securities is smaller and less liquid than that for
investment grade securities. High-yield securities are generally not listed on
a national securities exchange but trade in the over-the counter markets. Due
to the smaller, less liquid market for high-yield securities, the bid-offer
spread on such securities is generally greater than it is for investment grade
securities and the purchase or sale of such securities may take longer to
complete.

Distressed debt securities are speculative and involve substantial risks in
addition to the risks of investing in high-yield securities that are not in
default. Generally, holders of distressed debt securities will not receive
interest payments, and there is a substantial risk that the principal will not
be repaid. In any reorganization or liquidation proceeding related to a
distressed debt security, holders may lose their entire investment in the
security.

REITs. Certain of the Securities held by the Trust are issued by REITs. REITs
are financial vehicles that pool investors' capital to purchase or finance
real estate. REITs may concentrate their investments in specific geographic
areas or in specific property types, i.e., hotels, shopping malls, residential
complexes, office buildings and timberlands. The value of REITs and the
ability of REITs to distribute income may be adversely affected by several
factors, including rising interest rates, changes in the national, state and
local economic climate and real estate conditions, perceptions of prospective
tenants of the safety, convenience and attractiveness of the properties, the
ability of the owner to provide adequate management, maintenance and
insurance, the cost of complying with the Americans with Disabilities Act,
increased competition from new properties, the impact of present or future
environmental legislation and compliance with environmental laws, changes in
real estate taxes and other operating expenses, adverse changes in
governmental rules and fiscal policies, adverse changes in zoning laws, and
other factors beyond the control of the issuers of REITs. Certain of the REITs
may also be mortgage real estate investment trusts ("Mortgage REITs").
Mortgage REITs are companies that provide financing for real estate by
purchasing or originating mortgages and mortgage-backed securities and earn
income from the interest on these investments. Mortgage REITs are also subject
to many of the same risks associated with investments in other REITs and to
real estate market conditions.

Foreign Securities. Certain of the Securities held by the Trust are issued by
foreign entities, which makes the Trust subject to more risks than if it
invested solely in domestic securities. Risks of foreign securities include
higher brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments; currency
devaluations, blockages or transfer restrictions; restrictions on foreign
investments and exchange of securities; inadequate financial information; lack
of liquidity of certain foreign markets; and less government supervision and
regulation of exchanges, brokers, and issuers in foreign countries. Certain
foreign markets have experienced heightened volatility due to recent negative
political or economic developments or natural disasters. Securities issued by
non-U.S. issuers may pay interest and/or dividends in foreign currencies and
may be principally traded in foreign currencies. Therefore, there is a risk
that the U.S. dollar value of these interest and/or dividend payments and/or
securities will vary with fluctuations in foreign exchange rates.

Small and/or Mid Capitalization Companies. Certain of the Securities held by
the Trust are issued by small and/or mid capitalization companies. Investing
in stocks of such companies may involve greater risk than investing in larger
companies. For example, such companies may have limited product lines, as well
as shorter operating histories, less experienced management and more limited
financial resources than larger companies. Securities of such companies
generally trade in lower volumes and are generally subject to greater and less
predictable changes in price than securities of larger companies. In addition,
small and mid-cap stocks may not be widely followed by the investment
community, which may result in low demand.

Large Capitalization Companies. Certain of the Securities held by the Trust
are issued by large capitalization companies. The return on investment in
stocks of large capitalization companies may be less than the return on
investment in stocks of small and/or mid capitalization companies. Large
capitalization companies may also grow at a slower rate than the overall market.

Cybersecurity Risk. As the use of Internet technology has become more
prevalent in the course of business, the Trust has become more susceptible to
potential operational risks through breaches in cybersecurity. A breach in
cybersecurity refers to both intentional and unintentional events that may
cause the Trust to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Sponsor of the Trust to
incur regulatory penalties, reputational damage, additional compliance costs
associated with corrective measures and/or financial loss. Cybersecurity
breaches may involve unauthorized access to digital information systems
utilized by the Trust through "hacking" or malicious software coding, but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,

Page 15

cybersecurity breaches of the Trust's third-party service providers, or
issuers in which the Trust invests, can also subject the Trust to many of the
same risks associated with direct cybersecurity breaches. The Sponsor of, and
third-party service provider to, the Trust have established risk management
systems designed to reduce the risks associated with cybersecurity. However,
there is no guarantee that such efforts will succeed, especially because the
Trust does not directly control the cybersecurity systems of issuers or third-
party service providers.

Legislation/Litigation. From time to time, various legislative initiatives are
proposed in the United States and abroad which may have a negative impact on
certain companies represented in the Trust. In addition, litigation regarding
any of the issuers of the Securities, or the industries represented by these
issuers, may negatively impact the value of these Securities. We cannot
predict what impact any pending or proposed legislation or pending or
threatened litigation will have on the value of the Securities.

Public Offering

The Public Offering Price.

Units will be purchased at the Public Offering Price, the price per Unit of
which is comprised of the following:

- The aggregate underlying value of the Securities;

- The amount of any cash in the Income and Capital Accounts;

- Dividends receivable on Securities; and

- The maximum sales charge (which combines an initial upfront sales charge, a
deferred sales charge and the creation and development fee).

The price you pay for your Units will differ from the amount stated under
"Summary of Essential Information" due to various factors, including
fluctuations in the prices of the Securities and changes in the value of the
Income and/or Capital Accounts.

Although you are not required to pay for your Units until two business days
following your order (one business day commencing May 28, 2024) (the "date of
settlement"), you may pay before then. You will become the owner of Units
("Record Owner") on the date of settlement if payment has been received. If
you pay for your Units before the date of settlement, we may use your payment
during this time and it may be considered a benefit to us, subject to the
limitations of the Securities Exchange Act of 1934, as amended.

Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration statement,
the Indenture and other closing documents, registering Units with the SEC and
states, the initial audit of the Trust's statement of net assets, legal fees
and the initial fees and expenses of the Trustee) will be purchased in the
same proportionate relationship as all the Securities contained in the Trust.
Securities will be sold to reimburse the Sponsor for the Trust's organization
costs at the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period (a significantly shorter time period than
the life of the Trust). During the period ending with the earlier of six
months after the Initial Date of Deposit or the end of the initial offering
period, there may be a decrease in the value of the Securities. To the extent
the proceeds from the sale of these Securities are insufficient to repay the
Sponsor for Trust organization costs, the Trustee will sell additional
Securities to allow the Trust to fully reimburse the Sponsor. In that event,
the net asset value per Unit of the Trust will be reduced by the amount of
additional Securities sold. Although the dollar amount of the reimbursement
due to the Sponsor will remain fixed and will never exceed the per Unit amount
set forth in "Notes to Statement of Net Assets," this will result in a greater
effective cost per Unit to Unit holders for the reimbursement to the Sponsor.
To the extent actual organization costs are less than the estimated amount,
only the actual organization costs will ultimately be charged to the Trust.
When Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will maintain
the same proportionate relationship among the Securities contained in the
Trust as existed prior to such sale.

Minimum Purchase.

The minimum amount per account you can purchase of the Trust is generally
$1,000 worth of Units ($500 if you are purchasing Units for your Individual
Retirement Account or any other qualified retirement plan), but such amounts
may vary depending on your selling firm.

Page 16

Maximum Sales Charge.

The maximum sales charge of 2.75% per Unit is comprised of a transactional
sales charge and a creation and development fee. After the initial offering
period the maximum sales charge will be reduced by 0.50%, to reflect the
amount of the previously charged creation and development fee.

Transactional Sales Charge.

The transactional sales charge you will pay has both an initial and a deferred
component.

Initial Sales Charge. The initial sales charge, which you will pay at the time
of purchase, is equal to the difference between the maximum sales charge of
2.75% of the Public Offering Price and the sum of the maximum remaining
deferred sales charge and creation and development fee (initially $.275 per
Unit). On the Initial Date of Deposit, and any other day the Public Offering
Price per Unit equals $10.00, there is no initial sales charge. Thereafter,
you will pay an initial sales charge when the Public Offering Price per Unit
exceeds $10.00 and as deferred sales charge and creation and development fee
payments are made.

Monthly Deferred Sales Charge. In addition, three monthly deferred sales
charges of $.075 per Unit will be deducted from the Trust's assets on
approximately the twentieth day of each month from August 20, 2024 through
October 18, 2024. If you buy Units at a price of less than $10.00 per Unit,
the dollar amount of the deferred sales charge will not change, but the
deferred sales charge on a percentage basis will be more than 2.25% of the
Public Offering Price.

If you purchase Units after the last deferred sales charge payment has been
assessed, your transactional sales charge will consist of a one-time initial
sales charge of 2.25% of the Public Offering Price (equivalent to 2.302% of
the net amount invested).

Creation and Development Fee.

As Sponsor, we will also receive, and the Unit holders will pay, a creation
and development fee. See "Expenses and Charges" for a description of the
services provided for this fee. The creation and development fee is a charge
of $.050 per Unit collected at the end of the initial offering period. If you
buy Units at a price of less than $10.00 per Unit, the dollar amount of the
creation and development fee will not change, but the creation and development
fee on a percentage basis will be more than 0.50% of the Public Offering Price.

Discounts for Certain Persons.

The maximum sales charge is 2.75% per Unit and the maximum dealer concession
is 2.00% per Unit.

If you are purchasing Units for an investment account, the terms of which
provide that your registered investment advisor or registered broker/dealer
(a) charges periodic fees in lieu of commissions; (b) charges for financial
planning, investment advisory or asset management services; or (c) charges a
comprehensive "wrap fee" or similar fee for these or comparable services ("Fee
Accounts"), you will not be assessed the transactional sales charge described
above on such purchases. These Units will be designated as Fee Account Units
and, depending upon the purchase instructions we receive, assigned either a
Fee Account Cash CUSIP Number, if you elect to have distributions paid to you,
or a Fee Account Reinvestment CUSIP Number, if you elect to have distributions
reinvested into additional Units of the Trust. Certain Fee Account Unit
holders may be assessed transaction or other account fees on the purchase
and/or redemption of such Units by their registered investment advisor,
broker/dealer or other processing organizations for providing certain
transaction or account activities. Fee Account Units are not available for
purchase in the secondary market. We reserve the right to limit or deny
purchases of Units not subject to the transactional sales charge by investors
whose frequent trading activity we determine to be detrimental to the Trust.

Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, and dealers and their affiliates will purchase
Units at the Public Offering Price less the applicable dealer concession,
subject to the policies of the related selling firm. Immediate family members
include spouses, or the equivalent if recognized under local law, children or
step-children under the age of 21 living in the same household, parents or
step-parents and trustees, custodians or fiduciaries for the benefit of such
persons. Only employees, officers and directors of companies that allow their
employees to participate in this employee discount program are eligible for
the discounts.

You will be charged the deferred sales charge per Unit regardless of the price
you pay for your Units or whether you are eligible to receive any discounts.
However, if the purchase price of your Units was less than $10.00 per Unit or
if you are eligible to receive a discount such that the maximum sales charge
you must pay is less than the applicable maximum deferred sales charge,

Page 17

including Fee Account Units, you will be credited additional Units with a
dollar value equal to the difference between your maximum sales charge and the
maximum deferred sales charge at the time you buy your Units. If you elect to
have distributions reinvested into additional Units of the Trust, in addition
to the reinvestment Units you receive you will also be credited additional
Units with a dollar value at the time of reinvestment sufficient to cover the
amount of any remaining deferred sales charge and creation and development fee
to be collected on such reinvestment Units. The dollar value of these
additional credited Units (as with all Units) will fluctuate over time, and
may be less on the dates deferred sales charges or the creation and
development fee are collected than their value at the time they were issued.

The Value of the Securities.

The Sponsor will determine the aggregate underlying value of the Securities in
the Trust as of the Evaluation Time on each business day and will adjust the
Public Offering Price of the Units according to this valuation. This Public
Offering Price will be effective for all orders received before the Evaluation
Time on each such day. If we or the Trustee receive orders for purchases,
sales or redemptions after that time, or on a day which is not a business day,
they will be held until the next determination of price. The term "business
day" as used in this prospectus shall mean any day on which the NYSE is open.
For purposes of Securities and Unit settlement, the term business day does not
include days on which U.S. financial institutions are closed.

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a national or foreign
securities exchange or Nasdaq, Inc., their value shall generally be based on
the closing sale price on the exchange or system which is the principal market
therefore ("Primary Exchange"), which shall be deemed to be the NYSE if the
Securities are listed thereon (unless the Sponsor deems such price
inappropriate as the basis for evaluation). In the event a closing sale price
on the Primary Exchange is not published, the Securities will be valued based
on the last trade price on the Primary Exchange. If no trades occur on the
Primary Exchange for a specific trade date, the value will be based on the
closing sale price from, in the opinion of the Sponsor, an appropriate
secondary exchange, if any. If no trades occur on the Primary Exchange or any
appropriate secondary exchange on a specific trade date, the Sponsor will
determine the value of the Securities using the best information available to
the Sponsor, which may include the prior day's evaluated price. If the
Security is an American Depositary Receipt/ADR, Global Depositary Receipt/GDR
or other similar security in which no trade occurs on the Primary Exchange or
any appropriate secondary exchange on a specific trade date, the value will be
based on the evaluated price of the underlying security, determined as set
forth above, after applying the appropriate ADR/GDR ratio, the exchange rate
and such other information which the Sponsor deems appropriate. For purposes
of valuing Securities traded on Nasdaq, Inc., closing sale price shall mean
the Nasdaq(R) Official Closing Price as determined by Nasdaq, Inc. If the
Securities are not so listed or, if so listed and the principal market
therefore is other than on the Primary Exchange or any appropriate secondary
exchange, the value shall generally be based on the current ask price on the
over-the-counter market (unless the Sponsor deems such price inappropriate as
a basis for evaluation). If current ask prices are unavailable, the value is
generally determined (a) on the basis of current ask prices for comparable
securities, (b) by appraising the value of the Securities on the ask side of
the market, or (c) any combination of the above. If such prices are in a
currency other than U.S. dollars, the value of such Security shall be
converted to U.S. dollars based on current exchange rates (unless the Sponsor
deems such prices inappropriate as a basis for evaluation). If the Sponsor
deems a price determined as set forth above to be inappropriate as the basis
for evaluation, the Sponsor shall use such other information available to the
Sponsor which it deems appropriate as the basis for determining the value of a
Security.

After the initial offering period is over, the aggregate underlying value of
the Securities will be determined as set forth above, except that bid prices
are used instead of ask prices when necessary.

Distribution of Units

We intend to qualify Units of the Trust for sale in a number of states. All
Units will be sold at the then current Public Offering Price.

The Sponsor compensates intermediaries, such as broker/dealers and banks, for
their activities that are intended to result in sales of Units of the Trust.
This compensation includes dealer concessions described in the following
section and may include additional concessions and other compensation and
benefits to broker/dealers and other intermediaries.

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which represent
a concession or agency commission of 2.00% of the Public Offering Price per
Unit, subject to reductions set forth in "Public Offering-Discounts for
Certain Persons."

Eligible dealer firms and other selling agents who, during the previous
consecutive 12-month period through the end of the most recent month, sold

Page 18

primary market units of unit investment trusts sponsored by us in the dollar
amounts shown below will be entitled to up to the following additional sales
concession on primary market sales of units during the current month of unit
investment trusts sponsored by us:

Total sales Additional
(in millions) Concession
__________________________________________________________
$25 but less than $100 0.035%
$100 but less than $150 0.050%
$150 but less than $250 0.075%
$250 but less than $1,000 0.100%
$1,000 but less than $5,000 0.125%
$5,000 but less than $7,500 0.150%
$7,500 or more 0.175%

Dealers and other selling agents will not receive a concession on the sale of
Units which are not subject to a transactional sales charge, but such Units
will be included in determining whether the above volume sales levels are met.
Eligible dealer firms and other selling agents include clearing firms that
place orders with First Trust and provide First Trust with information with
respect to the representatives who initiated such transactions. Eligible
dealer firms and other selling agents will not include firms that solely
provide clearing services to other broker/dealer firms or firms who place
orders through clearing firms that are eligible dealers. We reserve the right
to change the amount of concessions or agency commissions from time to time.
Certain commercial banks may be making Units of the Trust available to their
customers on an agency basis. A portion of the transactional sales charge paid
by these customers is kept by or given to the banks in the amounts shown above.

Other Compensation and Benefits to Broker/Dealers.

The Sponsor, at its own expense and out of its own profits, currently provides
additional compensation and benefits to broker/dealers who sell Units of this
Trust and other First Trust products. This compensation is intended to result
in additional sales of First Trust products and/or compensate broker/dealers
and financial advisors for past sales. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
but are not limited to, the level or type of services provided by the
intermediary, the level or expected level of sales of First Trust products by
the intermediary or its agents, the placing of First Trust products on a
preferred or recommended product list, access to an intermediary's personnel,
and other factors. The Sponsor makes these payments for marketing, promotional
or related expenses, including, but not limited to, expenses of entertaining
retail customers and financial advisers, advertising, sponsorship of events or
seminars, obtaining information about the breakdown of unit sales among an
intermediary's representatives or offices, obtaining shelf space in
broker/dealer firms and similar activities designed to promote the sale of the
Sponsor's products. The Sponsor makes such payments to a substantial majority
of intermediaries that sell First Trust products. The Sponsor may also make
certain payments to, or on behalf of, intermediaries to defray a portion of
their costs incurred for the purpose of facilitating Unit sales, such as the
costs of developing or purchasing trading systems to process Unit trades.
Payments of such additional compensation described in this and the preceding
paragraph, some of which may be characterized as "revenue sharing," create a
conflict of interest by influencing financial intermediaries and their agents
to sell or recommend a First Trust product, including the Trust, over products
offered by other sponsors or fund companies. These arrangements will not
change the price you pay for your Units.

Advertising and Investment Comparisons.

Advertising materials regarding the Trust may discuss several topics,
including: developing a long-term financial plan; working with your financial
professional; the nature and risks of various investment strategies and unit
investment trusts that could help you reach your financial goals; the
importance of discipline; how the Trust operates; how securities are selected;
various unit investment trust features such as convenience and costs; and
options available for certain types of unit investment trusts. These materials
may include descriptions of the principal businesses of the companies
represented in the Trust, research analysis of why they were selected and
information relating to the qualifications of the persons or entities
providing the research analysis. In addition, they may include research
opinions on the economy and industry sectors included and a list of investment
products generally appropriate for pursuing those recommendations.

From time to time we may compare the estimated returns of the Trust (which may
show performance net of the expenses and charges the Trust would have incurred)
and returns over specified periods of other similar trusts we sponsor in our
advertising and sales materials, with (1) returns on other taxable investments
such as the common stocks comprising various market indexes, corporate or U.S.
Government bonds, bank CDs and money market accounts or funds, (2) performance
data from Morningstar, Inc. or (3) information from publications such as Money,

Page 19

The New York Times, U.S. News and World Report, Bloomberg Businessweek, Forbes
or Fortune. The investment characteristics of the Trust differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of the Trust's future performance. We may
also, from time to time, use advertising which classifies trusts or portfolio
securities according to capitalization and/or investment style.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum transactional
sales charge per Unit less any reduction as stated in "Public Offering." We
will also receive the amount of any collected creation and development fee.
Also, any difference between our cost to purchase the Securities and the price
at which we sell them to the Trust is considered a profit or loss (see Note 4
of "Notes to Schedule of Investments"). During the initial offering period,
dealers and others may also realize profits or sustain losses as a result of
fluctuations in the Public Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price at
which we purchase Units and the price at which we sell or redeem them will be
a profit or loss to us.

The Secondary Market

Although not obligated, we may maintain a market for the Units after the
initial offering period and continuously offer to purchase Units at prices
based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except fees to value
Trust Securities and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem your
Units before you have paid the total deferred sales charge on your Units, you
will have to pay the remainder at that time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our bid
at that time is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale no later than
if they were redeemed by the Trustee. We may tender Units that we hold to the
Trustee for redemption as any other Units. If we elect not to purchase Units,
the Trustee may sell tendered Units in the over-the-counter market, if any.
However, the amount you will receive is the same as you would have received on
redemption of the Units.

Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table." If
actual expenses exceed the estimate, the Trust will bear the excess. The
Trustee will pay operating expenses of the Trust from the Income Account if
funds are available, and then from the Capital Account. The Income and Capital
Accounts are non-interest-bearing to Unit holders, so the Trustee may earn
interest on these funds, thus benefiting from their use.

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio Supervisor
and will be compensated for providing portfolio supervisory services as well
as bookkeeping and other administrative services to the Trust. In providing
portfolio supervisory services, the Portfolio Supervisor will purchase
consulting services from Stonebridge Advisors LLC for a fee not to exceed
$.0025 per Unit sold during the initial offering period. In addition, the
Portfolio Supervisor may, at its own expense, employ one or more sub-Portfolio
Supervisors to assist in providing services to the Trust. As Sponsor, we will
be compensated for providing evaluation services and we will receive brokerage
fees when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. As authorized by the Indenture, the Trustee may employ a
subsidiary or affiliate of the Trustee to act as broker to execute certain
transactions for the Trust. The Trust will pay for such services at standard
commission rates.

The fees payable to the Sponsor, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of the Trust outstanding at any
time during the calendar year, except during the initial offering period, in
which case these fees are calculated based on the largest number of Units
outstanding during the period for which compensation is paid. These fees may
be adjusted for inflation without Unit holders' approval, but in no case will
the annual fees paid to us or our affiliates for providing services to all
unit investment trusts be more than the actual cost of providing such services
in such year.

As Sponsor, we will receive a fee from the Trust for creating and developing the
Trust, including determining the Trust's objectives, policies, composition and
size, selecting service providers and information services and for providing
other similar administrative and ministerial functions. The "creation and

Page 20

development fee" is a charge of $.050 per Unit outstanding at the end of the
initial offering period. The Trustee will deduct this amount from the Trust's
assets as of the close of the initial offering period. We do not use this fee to
pay distribution expenses or as compensation for sales efforts. This fee will
not be deducted from your proceeds if you sell or redeem your Units before the
end of the initial offering period.

In addition to the Trust's operating expenses and those fees described above,
the Trust may also incur the following charges:

- All legal expenses of the Trustee according to its responsibilities under
the Indenture;

- The expenses and costs incurred by the Trustee to protect the Trust and your
rights and interests (i.e., participating in litigation concerning a portfolio
security) and the costs of indemnifying the Trustee;

- Fees for any extraordinary services the Trustee performed under the Indenture;

- Payment for any loss, liability or expense the Trustee incurred without
negligence, bad faith or willful misconduct on its part, in connection with
its acceptance or administration of the Trust;

- Payment for any loss, liability or expenses we incurred without negligence,
bad faith or willful misconduct in acting as Sponsor of the Trust;

- Foreign custodial and transaction fees (which may include compensation paid
to the Trustee or its subsidiaries or affiliates), if any; and/or

- All taxes and other government charges imposed upon the Securities or any
part of the Trust.

The above expenses and the Trustee's annual fee are secured by a lien on the
Trust. In addition, if there is not enough cash in the Income or Capital
Account, the Trustee has the power to sell Securities to make cash available
to pay these charges which may result in capital gains or losses to you. See
"Tax Status."

Tax Status

Federal Tax Matters.

This section discusses some of the main U.S. federal income tax consequences
of owning Units of the Trust as of the date of this prospectus. Tax laws and
interpretations change frequently, and this summary does not describe all of
the tax consequences to all taxpayers. For example, this summary generally
does not describe your situation if you are a broker/dealer or other investor
with special circumstances. In addition, this section may not describe your
state, local or non-U.S. tax consequences.

This federal income tax summary is based in part on the advice of counsel to
the Sponsor. The Internal Revenue Service ("IRS") could disagree with any
conclusions set forth in this section. In addition, our counsel may not have
been asked to review, and may not have reached a conclusion with respect to
the federal income tax treatment of the assets to be deposited in the Trust.
This summary may not be sufficient for you to use for the purpose of avoiding
penalties under federal tax law.

As with any investment, you should seek advice based on your individual
circumstances from your own tax advisor.

Trust Status.

Unit investment trusts maintain both Income and Capital Accounts, regardless
of tax structure. Please refer to the "Income and Capital Distributions"
section of the prospectus for more information.

The Trust intends to qualify as a "regulated investment company," commonly
known as a "RIC," under the federal tax laws. If the Trust qualifies as a RIC
and distributes its income as required by the tax law, the Trust generally
will not pay federal income taxes. For federal income tax purposes, you are
treated as the owner of the Trust Units and not of the assets held by the
Trust.

Income from the Trust.

Trust distributions are generally taxable. After the end of each year, you
will receive a tax statement that separates the Trust's distributions into
ordinary income dividends, capital gain dividends and return of capital.
Income reported is generally net of expenses (but see "Treatment of Trust
Expenses" below). Ordinary income dividends are generally taxed at your
ordinary income tax rate, however, certain dividends received from the Trust
may be taxed at the capital gains tax rates. Generally, all capital gain
dividends are treated as long-term capital gains regardless of how long you
have owned your Units. In addition, the Trust may make distributions that
represent a return of capital for tax purposes and will generally not be
currently taxable to you, although they generally reduce your tax basis in
your Units and thus increase your taxable gain or decrease your loss when you
dispose of your Units. The tax laws may require you to treat distributions
made to you in January as if you had received them on December 31 of the
previous year.

Some distributions from the Trust may qualify as long-term capital gains,
which, if you are an individual, is generally taxed at a lower rate than your
ordinary income and short-term capital gain income. However, capital gain

Page 21

received from assets held for more than one year that is considered
"unrecaptured section 1250 gain" (which may be the case, for example, with
some capital gains attributable to equity interests in REITs) is taxed at a
higher rate. The distributions from the Trust that you must take into account
for federal income tax purposes are not reduced by the amount used to pay a
deferred sales charge, if any. Distributions from the Trust, including capital
gains, may also be subject to a "Medicare tax" if your adjusted gross income
exceeds certain threshold amounts.

Certain Stock Dividends.

Ordinary income dividends received by an individual Unit holder from a RIC
such as the Trust are generally taxed at the same rates that apply to long-
term capital gains, provided certain holding period requirements are satisfied
and provided the dividends are attributable to qualifying dividend income
("QDI") received by the Trust itself. Dividends that do not meet these
requirements will generally be taxed at ordinary income tax rates. After the
end of the tax year, the Trust will provide a tax statement to its Unit
holders reporting the amount of any distribution which may be taken into
account as a dividend which is eligible for the capital gains tax rates.

Unit holders that are corporations may be eligible for the dividends received
deduction with respect to certain ordinary income dividends on Units that are
attributable to qualifying dividends received by the Trust from certain
corporations.

Because the Trust holds REIT shares, some dividends may be designated by the
REIT as capital gain dividends and, therefore, distributions from the Trust
attributable to such dividends and designated by the Trust as capital gain
dividends may be taxable to you as capital gains. If you hold a Unit for six
months or less, any loss incurred by you related to the sale of such Unit will
be treated as a long-term capital loss to the extent of any long-term capital
gain distributions received (or deemed to have been received) with respect to
such Unit.

Some portion of the dividends on your Units that are attributable to dividends
received by the Trust from the REIT shares may be designated by the Trust as
eligible for a deduction for qualified business income.

Sale of Units.

If you sell your Units (whether to a third party or to the Trust), you will
generally recognize a taxable gain or loss. To determine the amount of this
gain or loss, you must subtract your (adjusted) tax basis in your Units from
the amount you receive from the sale. Your original tax basis in your Units is
generally equal to the cost of your Units, including sales charges. In some
cases, however, you may have to adjust your tax basis after you purchase your
Units, in which case your gain would be calculated using your adjusted basis.

The tax statement you receive in regard to the sale or redemption of your
Units may contain information about your basis in the Units and whether any
gain or loss recognized by you should be considered long-term or short-term
capital gain. The information reported to you is based upon rules that do not
take into consideration all of the facts that may be known to you or to your
advisors. You should consult with your tax advisor about any adjustments that
may need to be made to the information reported to you in determining the
amount of your gain or loss.

Distribution Reinvestment Option.

If you elect to reinvest your distributions into additional Units, you will be
treated as if you have received your distribution in an amount equal to the
distribution you are entitled to. Your tax liability will be the same as if
you received the distribution in cash. Also, the reinvestment would generally
be considered a purchase of new Units for federal income tax purposes.

Treatment of Trust Expenses.

Expenses incurred and deducted by the Trust will generally not be treated as
income taxable to you. In some cases, however, you may be required to treat
your portion of these Trust expenses as income. You may not be able to take a
deduction for some or all of these expenses even if the cash you receive is
reduced by such expenses.

Investments in Certain Non-U.S. Corporations.

A foreign corporation will generally be treated as a passive foreign
investment company ("PFIC") if 75% or more of its income is passive income or
if 50% or more of its assets are held to produce passive income. If the Trust
holds an equity interest in PFICs, the Trust could be subject to U.S. federal
income tax and additional interest charges on gains and certain distributions
from the PFICs, even if all the income or gain is distributed in a timely
fashion to the Trust Unit holders. The Trust will not be able to pass through
to its Unit holders any credit or deduction for such taxes if the taxes are
imposed at the Trust level. The Trust may be able to make an election that
could limit the tax imposed on the Trust. In this case, the Trust would

Page 22

recognize as ordinary income any increase in the value of such PFIC shares,
and as ordinary loss any decrease in such value to the extent it did not
exceed prior increases included in income.

Under this election, the Trust might be required to recognize income in excess
of its distributions from the PFICs and its proceeds from dispositions of PFIC
stock during that year, and such income would nevertheless be subject to the
distribution requirement and would be taken into account for purposes of
determining the application of the 4% excise tax imposed on RICs that do not
meet certain distribution thresholds. Dividends paid by PFICs are not treated
as QDI to shareholders of the PFICs.

Non-U.S. Investors.

If you are a non-U.S. investor, distributions from the Trust treated as
dividends will generally be subject to a U.S. withholding tax of 30% of the
distribution. Certain dividends, such as capital gains dividends and short-
term capital gains dividends, may not be subject to U.S. withholding taxes. In
addition, some non-U.S. investors may be eligible for a reduction or
elimination of U.S. withholding taxes under a treaty. However, the
qualification for those exclusions may not be known at the time of the
distribution and some excluded income may be taken into consideration for
alternative minimum tax purposes.

Separately, the United States, pursuant to the Foreign Account Tax Compliance
Act ("FATCA") imposes a 30% tax on certain non-U.S. entities that receive U.S.
source interest or dividends if the non-U.S. entity does not comply with
certain U.S. disclosure and reporting requirements. This FATCA tax also
currently applies to the gross proceeds from the disposition of securities
that produce U.S. source interest or dividends. However, proposed regulations
may eliminate the requirement to withhold on payments of gross proceeds from
dispositions.

It is the responsibility of the entity through which you hold your Units to
determine the applicable withholding.

Foreign Tax Credit.

If the Trust directly or indirectly invests in non-U.S. stocks, the tax
statement that you receive may include an item showing foreign taxes the Trust
paid to other countries. You may be able to deduct or receive a tax credit for
your share of these taxes. The Trust would have to meet certain IRS
requirements in order to pass through credits to you.

In-Kind Distributions.

If permitted by this prospectus, as described in "Redeeming Your Units," you
may request an In-Kind Distribution of Trust assets when you redeem your
Units. This distribution is subject to tax, and you will generally recognize
gain or loss, generally based on the value at that time of the securities and
the amount of cash received.

You should consult your tax advisor regarding potential foreign, state or
local taxation with respect to your Units.

Retirement Plans

You may purchase Units of the Trust for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received in each
of the above plans is deferred until you receive distributions. These
distributions are generally treated as ordinary income but may, in some cases,
be eligible for special averaging or tax-deferred rollover treatment. Before
participating in a plan like this, you should review the tax laws regarding
these plans and consult your attorney or tax advisor. Brokerage firms and
other financial institutions offer these plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

Ownership of Units will not be evidenced by certificates. If you purchase or
hold Units through a broker/dealer or bank, your ownership of Units will be
recorded in book-entry form at the Depository Trust Company ("DTC") and
credited on its records to your broker/dealer's or bank's DTC account.
Transfer of Units will be accomplished by book entries made by DTC and its
participants if the Units are registered to DTC or its nominee, Cede & Co. DTC
will forward all notices and credit all payments received in respect of the
Units held by the DTC participants. You will receive written confirmation of
your purchases and sales of Units from the broker/dealer or bank through which
you made the transaction. You may transfer your Units by contacting the
broker/dealer or bank through which you hold your Units.

Unit Holder Reports.

The Trustee will prepare a statement detailing the per Unit amounts (if any)
distributed from the Income Account and Capital Account in connection with

Page 23

each distribution. In addition, at the end of each calendar year, the Trustee
will prepare a statement which contains the following information:

- A summary of transactions in the Trust for the year;

- A list of any Securities sold during the year and the Securities held at the
end of that year by the Trust;

- The Redemption Price per Unit, computed on the 31st day of December of such
year (or the last business day before); and

- Amounts of income and capital distributed during the year.

By February 15th yearly, the Annual Reports are posted to the Sponsor's
website (www.ftportfolios.com) in the UIT Tax Center and retrievable by CUSIP.
You may also request one be sent to you by calling the Sponsor at 800-621-
1675, dept. code 2. In addition, you may also request from the Trustee copies
of the evaluations of the Securities as prepared by the Sponsor to enable you
to comply with applicable federal and state tax reporting requirements.

Income and Capital Distributions

You will be eligible to receive distributions, if any, on your Units only
after you become a Record Owner. The Trustee will credit dividends received on
the Trust's Securities to the Income Account of the Trust. All other receipts,
such as return of capital or capital gain dividends, are credited to the
Capital Account of the Trust. Dividends received on foreign Securities, if
any, are converted into U.S. dollars at the applicable exchange rate.

The Trustee will make distributions from the Income Account on or near the
Income Account Distribution Dates to Unit holders of record on the preceding
Income Account Distribution Record Date provided the amount equals at least
$1.00 per 100 Units. Distributions will consist of an amount substantially
equal to the Unit holder's pro rata share of the balance of the Income Account
calculated on the basis of one-twelfth of the estimated annual dividend
distributions (reset on a quarterly basis) in the Income Account after
deducting estimated expenses. The amount of the initial distribution from the
Income Account will be prorated based on the number of days in the first
payment period. No Income Account distribution will be paid if accrued
expenses of the Trust exceed amounts in the Income Account on the Distribution
Dates. Distribution amounts will vary with changes in the Trust's fees and
expenses, in dividends received and with the sale of Securities. The Trustee
will distribute amounts in the Capital Account, net of amounts designated to
meet redemptions, pay the deferred sales charge and creation and development
fee or pay expenses, on the twenty-fifth day of each month to Unit holders of
record on the tenth day of each month provided the amount equals at least
$1.00 per 100 Units. In any case, the Trustee may distribute funds in the
Capital Account in December of each year to avoid imposition of any income or
excise taxes on undistributed income in the Trust and will distribute funds as
part of the final liquidation distribution.

If an Income or Capital Account distribution date is a day on which the NYSE
is closed, the distribution will be made on the next day the stock exchange is
open. Distributions are paid to Unit holders of record determined as of the
close of business on the Record Date for that distribution or, if the Record
Date is a day on which the NYSE is closed, the first preceding day on which
the exchange is open.

We anticipate that there will be enough money in the Capital Account of the
Trust to pay the deferred sales charge to the Sponsor. If not, the Trustee may
sell Securities to meet the shortfall.

Within a reasonable time after the Trust is terminated, you will receive the
pro rata share of the money from the sale of the Securities and amounts in the
Income and Capital Accounts. All Unit holders will receive a pro rata share of
any other assets remaining in your Trust after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within the Trust to
cover anticipated state and local taxes or any governmental charges to be paid
out of the Trust.

Distribution Reinvestment Option. You may elect to have each distribution of
income and/or capital reinvested into additional Units of the Trust by notifying
your broker/dealer or bank within the time period required by such entities so
that they can notify the Trustee of your election at least 10 days before any
Record Date. Each later distribution of income and/or capital on your Units will
be reinvested by the Trustee into additional Units of such Trust. There is no
sales charge on Units acquired through the Distribution Reinvestment Option, as
discussed under "Public Offering." This option may not be available in all
states. Each reinvestment plan is subject to availability or limitation by the
Sponsor and each broker/dealer or selling firm. The Sponsor or broker/dealers
may suspend or terminate the offering of a reinvestment plan at any time.
Because the Trust may begin selling Securities nine business days prior to the
Mandatory Termination Date, reinvestment is not available during this period.
Please contact your financial professional for additional information. PLEASE

Page 24

NOTE THAT EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED
DISTRIBUTIONS FOR INCOME TAX PURPOSES.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending a request
for redemption to your broker/dealer or bank through which you hold your
Units. No redemption fee will be charged, but you are responsible for any
governmental charges that apply. Certain broker/dealers may charge a
transaction fee for processing redemption requests. Two business days after
the day you tender your Units (one business day commencing May 28, 2024) (the
"Date of Tender") you will receive cash in an amount for each Unit equal to
the Redemption Price per Unit calculated at the Evaluation Time on the Date of
Tender.

The Date of Tender is considered to be the date on which your redemption
request is received by the Trustee from the broker/dealer or bank through
which you hold your Units (if such day is a day the NYSE is open for trading).
However, if the redemption request is received after 4:00 p.m. Eastern time
(or after any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next day the
NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn from the
Income Account if funds are available for that purpose, or from the Capital
Account. All other amounts paid on redemption will be taken from the Capital
Account.

If you tender for redemption at least 2,500 Units, or such larger amount as
required by your broker/dealer or bank, rather than receiving cash, you may
elect to receive an In-Kind Distribution in an amount equal to the Redemption
Price per Unit by making this request to your broker/dealer or bank at the
time of tender. However, to be eligible to participate in the In-Kind
Distribution option at redemption, Unit holders must hold their Units through
the end of the initial offering period. No In-Kind Distribution requests
submitted during the 10 business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make an In-
Kind Distribution by distributing each of the Securities in book-entry form to
your bank's or broker/dealer's account at DTC. The Trustee will subtract any
customary transfer and registration charges from your In-Kind Distribution. As
a tendering Unit holder, you will receive your pro rata number of whole shares
of Securities that make up the portfolio, and cash from the Capital Account
equal to the fractional shares to which you are entitled.

If you elect to receive an In-Kind Distribution of Securities, you should be
aware that it will be considered a taxable event at the time you receive the
Securities. See "Tax Status" for additional information.

The Trustee may sell Securities to make funds available for redemption. If
Securities are sold, the size and diversification of the Trust will be
reduced. These sales may result in lower prices than if the Securities were
sold at a different time.

Your right to redeem Units (and therefore, your right to receive payment) may
be delayed:

- If the NYSE is closed (other than customary weekend and holiday closings);

- If the SEC determines that trading on the NYSE is restricted or that an
emergency exists making sale or evaluation of the Securities not reasonably
practical; or

- For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts of the Trust not designated to
purchase Securities;

2. the aggregate underlying value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the date
of computation; and

deducting

1. any applicable taxes or governmental charges that need to be paid out of
the Trust;

2. any amounts owed to the Trustee for its advances;

3. estimated accrued expenses of the Trust, if any;

4. cash held for distribution to Unit holders of record of the Trust as of the
business day before the evaluation being made;

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by the Trust; and

dividing

1. the result by the number of outstanding Units of the Trust.

Any remaining deferred sales charge on the Units when you redeem them will be
deducted from your redemption proceeds. In addition, until they are collected,

Page 25

the Redemption Price per Unit will include estimated organization costs as set
forth under "Fee Table."

Removing Securities from the Trust

The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain limited
circumstances, including situations in which:

- The issuer of the Security defaults in the payment of a declared dividend;

- Any action or proceeding prevents the payment of dividends;

- There is any legal question or impediment affecting the Security;

- The issuer of the Security has breached a covenant which would affect the
payment of dividends, the issuer's credit standing, or otherwise damage the
sound investment character of the Security;

- The issuer has defaulted on the payment of any other of its outstanding
obligations;

- There has been a public tender offer made for a Security or a merger or
acquisition is announced affecting a Security, and that in our opinion the
sale or tender of the Security is in the best interest of Unit holders;

- The sale of Securities is necessary or advisable (i) in order to maintain
the qualification of the Trust as a "regulated investment company" in the case
of the Trust which has elected to qualify as such or (ii) to provide funds to
make any distribution for a taxable year in order to avoid imposition of any
income or excise taxes on undistributed income in the Trust which is a
"regulated investment company";

- The price of the Security has declined to such an extent, or such other
credit factors exist, that in our opinion keeping the Security would be
harmful to the Trust;

- As a result of the ownership of the Security, the Trust or its Unit holders
would be a direct or indirect shareholder of a passive foreign investment
company; or

- The sale of the Security is necessary for the Trust to comply with such
federal and/or state laws, regulations and/or regulatory actions and
interpretations which may be in effect from time to time.

Except for instances in which the Trust acquires Replacement Securities, as
described in "The FT Series," the Trust will generally not acquire any
securities or other property other than the Securities. The Trustee, on behalf
of the Trust and at the direction of the Sponsor, will vote for or against any
offer for new or exchanged securities or property in exchange for a Security,
such as those acquired in a merger or other transaction. If such exchanged
securities or property are acquired by the Trust, at our instruction, they
will either be sold or held in the Trust. In making the determination as to
whether to sell or hold the exchanged securities or property we may get advice
from the Portfolio Supervisor. Any proceeds received from the sale of
Securities, exchanged securities or property will be credited to the Capital
Account of the Trust for distribution to Unit holders or to meet redemption
requests. The Trustee may retain and pay us or an affiliate of ours to act as
agent for the Trust to facilitate selling Securities, exchanged securities or
property from the Trust. If we or our affiliate act in this capacity, we will
be held subject to the restrictions under the 1940 Act. When acting in an
agency capacity, we may select various broker/dealers to execute securities
transactions on behalf of the Trust, which may include broker/dealers who sell
Units of the Trust. We do not consider sales of Units of the Trust or any
other products sponsored by First Trust as a factor in selecting such
broker/dealers. As authorized by the Indenture, the Trustee may also employ a
subsidiary or affiliate of the Trustee to act as broker in selling such
Securities or property. The Trust will pay for these brokerage services at
standard commission rates.

The Trustee may sell Securities designated by us or, absent our direction, at
its own discretion, in order to meet redemption requests or pay expenses. In
designating Securities to be sold, we will try to maintain the proportionate
relationship among the Securities. If this is not possible, the composition
and diversification of the Trust may be changed.

Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without your
consent:

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

- To make any amendment required by any governmental agency; or

- To make other changes determined not to be adverse to your best interests
(as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trust will terminate on the

Page 26

Mandatory Termination Date as stated in the "Summary of Essential
Information." The Trust may be terminated earlier:

- Upon the consent of 100% of the Unit holders of the Trust;

- If the value of the Securities owned by the Trust as shown by any evaluation
is less than the lower of $2,000,000 or 20% of the total value of Securities
deposited in the Trust during the initial offering period ("Discretionary
Liquidation Amount"); or

- In the event that Units of the Trust not yet sold aggregating more than 60%
of the Units of the Trust are tendered for redemption by underwriters,
including the Sponsor.

If the Trust is terminated due to this last reason, we will refund your entire
sales charge; however, termination of the Trust before the Mandatory
Termination Date for any other stated reason will result in all remaining
unpaid deferred sales charges on your Units being deducted from your
termination proceeds. For various reasons, the Trust may be reduced below the
Discretionary Liquidation Amount and could therefore be terminated before the
Mandatory Termination Date.

Unless terminated earlier, the Trustee may begin to sell Securities in
connection with the termination of the Trust as early as nine business days
prior to, but will sell Securities no later than, the Mandatory Termination
Date. We will determine the manner and timing of the sale of Securities.
Because the Trustee must sell the Securities within a relatively short period
of time, the sale of Securities as part of the termination process may result
in a lower sales price than might otherwise be realized if such sale were not
required at this time.

You will receive a cash distribution from the sale of the remaining
Securities, along with your interest in the Income and Capital Accounts,
within a reasonable time after the Trust is terminated. The Trustee will
deduct from the Trust any accrued costs, expenses, advances or indemnities
provided for by the Indenture, including estimated compensation of the Trustee
and costs of liquidation and any amounts required as a reserve to pay any
taxes or other governmental charges.

Information on Stonebridge Advisors LLC, the Sponsor and
Trustee

Stonebridge Advisors LLC.

Stonebridge, an affiliate of First Trust, has an experienced investment team
with an average of 15 years of broad investment experience in fixed income and
equities in the areas of portfolio management, trading, and research.
Stonebridge's primary focus is in preferred and hybrid securities.

Collectively, the Stonebridge investment team members have started two
investment management firms and managed multi-billion dollar portfolios. With
the team's advanced portfolio management, analytical and modeling
capabilities, Stonebridge has created a selection of preferred securities
strategies to meet the needs of a wide range of clients.

The Sponsor.

We, First Trust Portfolios L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust" brand
name as well as other securities. An Illinois limited partnership formed in
1991, we took over the First Trust product line and act as Sponsor for
successive series of:

- The First Trust Combined Series

- FT Series (formerly known as The First Trust Special Situations Trust)

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

The First Trust product line commenced with the first insured unit investment
trust in 1974. To date we have deposited more than $620 billion in First Trust
unit investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of FINRA and SIPC. Our principal offices are at 120 East
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675. As of
December 31, 2023, the total partners' capital of First Trust Portfolios L.P.
was $76,684,733.

This information refers only to us and not to the Trust or to any series of
the Trust or to any other dealer. We are including this information only to
inform you of our financial responsibility and our ability to carry out our
contractual obligations. We will provide more detailed financial information
on request.

Code of Ethics. The Sponsor and the Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on Trust
transactions to report personal securities transactions. The purpose of the
code is to avoid potential conflicts of interest and to prevent fraud,
deception or misconduct with respect to the Trust.

Page 27

The Trustee.

The Trustee is The Bank of New York Mellon, a trust company organized under
the laws of New York. The Bank of New York Mellon has its unit investment
trust division offices at 240 Greenwich Street, New York, New York 10286,
telephone 800-813-3074. If you have questions regarding your account or your
Trust, please contact the Trustee at its unit investment trust division
offices or your financial adviser. The Sponsor does not have access to
individual account information. The Bank of New York Mellon is subject to
supervision and examination by the Superintendent of the New York State
Department of Financial Services and the Board of Governors of the Federal
Reserve System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.

The Trustee has not participated in selecting the Securities for the Trust; it
only provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for not
taking any action in good faith according to the Indenture. We will also not
be accountable for errors in judgment. We will only be liable for our own
willful misfeasance, bad faith, gross negligence (ordinary negligence in the
Trustee's case) or reckless disregard of our obligations and duties. The
Trustee is not liable for any loss or depreciation when the Securities are
sold. If we fail to act under the Indenture, the Trustee may do so, and the
Trustee will not be liable for any action it takes in good faith under the
Indenture.

The Trustee will not be liable for any taxes or other governmental charges or
interest on the Securities which the Trustee may be required to pay under any
present or future law of the United States or of any other taxing authority
with jurisdiction. Also, the Indenture states other provisions regarding the
liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not able to
act or become bankrupt, or if our affairs are taken over by public
authorities, then the Trustee may:

- Appoint a successor sponsor, paying them a reasonable rate not more than
that stated by the SEC;

- Terminate the Indenture and liquidate the Trust; or

- Continue to act as Trustee without terminating the Indenture.

The Trustee and Unit holders may rely on the accuracy of any evaluation
prepared by the Sponsor. The Sponsor will make determinations in good faith
based upon the best available information, but will not be liable to the
Trustee or Unit holders for errors in judgment.

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler LLP, 320 S. Canal St., Chicago, Illinois
60606. They have passed upon the legality of the Units offered hereby and
certain matters relating to federal tax law. Carter Ledyard & Milburn LLP acts
as the Trustee's counsel.

Experts.

The Trust's statement of net assets, including the schedule of investments, as
of the opening of business on the Initial Date of Deposit included in this
prospectus, has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report appearing herein,
and is included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Sponsor, you will receive free of charge supplemental
information about this Series, which has been filed with the SEC and to which
we have referred throughout. This information states more specific details
concerning the nature, structure and risks of this product.

Credit Rating Definitions*

* As published by Standard & Poor's.

Standard & Poor's.

An S&P Global Ratings' issue credit rating is a forward-looking opinion about
the creditworthiness of an obligor with respect to a specific financial
obligation, a specific class of financial obligations, or a specific financial
program (including ratings on medium-term note programs and commercial paper
programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement on the obligation and takes
into account the currency in which the obligation is denominated. The opinion
reflects S&P Global Ratings' view of the obligor's capacity and willingness to
meet its financial commitments as they come due, and this opinion may assess
terms, such as collateral security and subordination, which could affect
ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings
are generally assigned to those obligations considered short-term in the

Page 28

relevant market. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. Medium-term notes are assigned long-term ratings.

Long-Term Issue Credit Ratings.

Issue credit ratings are based, in varying degrees, on S&P Global Ratings'
analysis of the following considerations:

1. The likelihood of payment: the capacity and willingness of the obligor to
meet its financial commitments on an obligation in accordance with the terms
of the obligation;

2. The nature and provisions of the financial obligation, and the promise we
impute; and

3. The protection afforded by, and relative position of, the financial
obligation in the event of a bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors' rights.

An issue rating is an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to
reflect the lower priority in bankruptcy, as noted above. (Such
differentiation may apply when an entity has both senior and subordinated
obligations, secured and unsecured obligations, or operating company and
holding company obligations.)

AAA An obligation rated `AAA' has the highest rating assigned by S&P Global
Ratings. The obligor's capacity to meet its financial commitments on the
obligation is extremely strong.

AA An obligation rated `AA' differs from the highest-rated obligations only
to a small degree. The obligor's capacity to meet its financial commitments on
the obligation is very strong.

A An obligation rated `A' is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations
in higher-rated categories. However, the obligor's capacity to meet its
financial commitments on the obligation is still strong.

BBB An obligation rated `BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to weaken the obligor's capacity to meet its financial commitments on the
obligation.

Obligations rated `BB,' `B,' `CCC,' `CC' and `C' are regarded as having
significant speculative characteristics. `BB' indicates the least degree of
speculation and `C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB An obligation rated `BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions that could lead to the
obligor's inadequate capacity to meet its financial commitments on the
obligation.

B An obligation rated `B' is more vulnerable to nonpayment than obligations
rated `BB,' but the obligor currently has the capacity to meet its financial
commitments on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitments on the obligation.

CCC An obligation rated `CCC' is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitments on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitments on the obligation.

CC An obligation rated `CC' is currently highly vulnerable to nonpayment. The
`CC' rating is used when a default has not yet occurred but S&P Global Ratings
expects default to be a virtual certainty, regardless of the anticipated time
to default.

C An obligation rated `C' is currently highly vulnerable to nonpayment, and
the obligation is expected to have lower relative seniority or lower ultimate
recovery compared with obligations that are rated higher.

D An obligation rated `D' is in default or in breach of an imputed promise.
For non-hybrid capital instruments, the `D' rating category is used when
payments on an obligation are not made on the date due, unless S&P Global
Ratings believes that such payments will be made within the next five business
days in the absence of a stated grace period or within the earlier of the
stated grace period or the next 30 calendar days. The `D' rating also will be
used upon the filing of a bankruptcy petition or the taking of similar action

Page 29

and where default on an obligation is a virtual certainty, for example due to
automatic stay provisions. A rating on an obligation is lowered to `D' if it
is subject to a distressed debt restructuring.

Ratings from `AA' to `CCC' may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the rating categories.

Expected Ratings are designated on the "Schedule of Investments" by an "(e)"
after the rating code. Expected Ratings are intended to anticipate S&P's
forthcoming rating assignments. Expected Ratings are generated by Bloomberg
based on sources it considers reliable or established S&P rating practices.
Expected Ratings exist only until S&P assigns a rating to the issue.

"NR" indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate
a particular obligation as a matter of policy.

Disclaimer Notice. This may contain information obtained from third parties,
including ratings from credit ratings agencies such as Standard & Poor's.
Reproduction and distribution of third party content in any form is prohibited
except with the prior written permission of the related third party. Third
party content providers do not guarantee the accuracy, completeness,
timeliness or availability of any information, including ratings, and are not
responsible for any errors or omissions (negligent or otherwise), regardless
of the cause, or for the results obtained from the use of such content. THIRD
PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST
INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN
CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings
are statements of opinions and are not statements of fact or recommendations
to purchase, hold or sell securities. They do not address the suitability of
securities or the suitability of securities for investment purposes, and
should not be relied on as investment advice.

Page 30

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Page 31

FIRST TRUST(R)

Stonebridge Preferred Income Portfolio, Series 46
FT 11456

Sponsor:

First Trust Portfolios L.P.

Member SIPC o Member FINRA
120 East Liberty Drive
Wheaton, Illinois 60187
800-621-1675

Trustee:

The Bank of New York Mellon

240 Greenwich Street
New York, New York 10286
800-813-3074
24-Hour Pricing Line:
800-446-0132

________________________

When Units of the Trust are no longer available, this prospectus may be used
as a preliminary prospectus
for a future series, in which case you should note the following:

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES UNTIL THAT
SERIES HAS BECOME EFFECTIVE WITH THE SEC. NO SECURITIES CAN BE SOLD IN ANY
STATE WHERE A SALE WOULD BE ILLEGAL.

________________________

This prospectus contains information relating to the above-mentioned unit
investment trust, but does not contain all of the information about this
investment company as filed with the SEC in Washington, D.C. under the:

- Securities Act of 1933 (file no. 333-278168) and

- Investment Company Act of 1940 (file no. 811-05903)

Information about the Trust, including its Code of Ethics, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. Information
regarding the operation of the SEC's Public Reference Room may be obtained by
calling the SEC at 202-942-8090.

Information about the Trust is available on the EDGAR Database on the SEC's
Internet site at www.sec.gov.

To obtain copies at prescribed rates -

Write: Public Reference Section of the SEC
100 F Street, N.E.
Washington, D.C. 20549
e-mail address: publicinfo@sec.gov

May 9, 2024

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

FIRST TRUST(R)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning the
structure, operations and risks of the unit investment trust contained in FT
11456 not found in the prospectus for the Trust. This Information Supplement
is not a prospectus and does not include all of the information you should
consider before investing in the Trust. This Information Supplement should be
read in conjunction with the prospectus for the Trust in which you are
considering investing.

This Information Supplement is dated May 9, 2024. Capitalized terms have been
defined in the prospectus.

Table of Contents

Risk Factors
Dividends 1
Preferred Stocks 1
Trust Preferred Securities 2
High-Yield Securities 2
REITs 4
Foreign Issuers 5
Small and/or Mid Capitalization Companies 6
Concentration
Concentration Risk 6
Financials 6

Risk Factors

Dividends. Shareholders of common stocks have rights to receive payments from
the issuers of those common stocks that are generally subordinate to those of
creditors of, or holders of debt obligations or preferred stocks of, such
issuers. Shareholders of common stocks have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. Cumulative preferred stock dividends must be
paid before common stock dividends, and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stockholders are also generally entitled
to rights on liquidation which are senior to those of common stockholders.

Preferred Stocks. An investment in Units of the Trust should be made with an
understanding of the risks which an investment in preferred stocks entails,
including the risk that the financial condition of the issuers of the
Securities or the general condition of the preferred stock market may worsen,
and the value of the preferred stocks and therefore the value of the Units may
decline. Preferred stocks may be susceptible to general stock market movements
and to volatile increases and decreases of value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors, including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, market liquidity, and global or regional political, economic
or banking crises. Preferred stocks are also vulnerable to Congressional
reductions in the dividends received deduction which would adversely affect
the after-tax return to the investors who can take advantage of the deduction.

Page 1

Such a reduction might adversely affect the value of preferred stocks in
general. Holders of preferred stocks, as owners of the entity, have rights to
receive payments from the issuers of those preferred stocks that are generally
subordinate to those of creditors of, or holders of debt obligations or, in
some cases, other senior preferred stocks of, such issuers. Preferred stocks
do not represent an obligation of the issuer and, therefore, do not offer any
assurance of income or provide the same degree of protection of capital as do
debt securities. The issuance of additional debt securities or senior
preferred stocks will create prior claims for payment of principal and
interest and senior dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its preferred stock
or the rights of holders of preferred stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of preferred stocks is
subject to market fluctuations for as long as the preferred stocks remain
outstanding, and thus the value of the Securities may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the Initial Date of Deposit.

Trust Preferred Securities. An investment in Units of the Trust should also be
made with an understanding of the risks which an investment in trust preferred
securities entails. Holders of trust preferred securities incur risks in
addition to or slightly different than the typical risks of holding preferred
stocks. As previously discussed, trust preferred securities are limited-life
preferred securities that are typically issued by corporations, generally in
the form of interest-bearing notes or preferred securities issued by
corporations, or by an affiliated business trust of a corporation, generally
in the form of beneficial interests in subordinated debentures issued by the
corporation, or similarly structured securities. The maturity and dividend
rate of the trust preferred securities are structured to match the maturity
and coupon interest rate of the interest-bearing notes, preferred securities
or subordinated debentures. Trust preferred securities usually mature on the
stated maturity date of the interest-bearing notes, preferred securities or
subordinated debentures and may be redeemed or liquidated prior to the stated
maturity date of such instruments for any reason on or after their stated call
date or upon the occurrence of certain extraordinary circumstances at any
time. Trust preferred securities generally have a yield advantage over
traditional preferred stocks, but unlike preferred stocks, distributions on
the Trust preferred securities are treated as interest rather than dividends
for Federal income tax purposes. Unlike most preferred stocks, distributions
received from trust preferred securities are not eligible for the dividends-
received deduction. Certain of the risks unique to trust preferred securities
include: (i) distributions on trust preferred securities will be made only if
interest payments on the interest-bearing notes, preferred securities or
subordinated debentures are made; (ii) a corporation issuing the interest-
bearing notes, preferred securities or subordinated debentures may defer
interest payments on these instruments for up to 20 consecutive quarters and
if such election is made, distributions will not be made on the trust
preferred securities during the deferral period; (iii) certain tax or
regulatory events may trigger the redemption of the interest-bearing notes,
preferred securities or subordinated debentures by the issuing corporation and
result in prepayment of the trust preferred securities prior to their stated
maturity date; (iv) future legislation may be proposed or enacted that may
prohibit the corporation from deducting its interest payments on the interest-
bearing notes, preferred securities or subordinated debentures for tax
purposes, making redemption of these instruments likely; (v) a corporation may
redeem the interest-bearing notes, preferred securities or subordinated
debentures in whole at any time or in part from time to time on or after a
stated call date; (vi) trust preferred securities holders have very limited
voting rights; and (vii) payment of interest on the interest-bearing notes,
preferred securities or subordinated debentures, and therefore distributions
on the trust preferred securities, is dependent on the financial condition of
the issuing corporation.

High-Yield Securities. An investment in Units of the Trust should be made with
an understanding of the risks that an investment in high-yield, high-risk,
fixed-rate, domestic and foreign securities or "junk" bonds may entail,
including increased credit risks and the risk that the value of the Units will
decline, and may decline precipitously, with increases in interest rates. In
recent years there have been wide fluctuations in interest rates and thus in the
value of fixed-rate securities generally. Securities such as the Securities
included in the Trust are, under most circumstances, subject to greater market
fluctuations and risk of loss of income and principal than are investments in
lower-yielding, higher-rated securities, and their value may decline
precipitously because of increases in interest rates, not only because the
increases in rates generally decrease values, but also because increased rates
may indicate a slowdown in the economy and a decrease in the value of assets
generally that may adversely affect the credit of issuers of high- yield,
high-risk securities resulting in a higher incidence of defaults among
high-yield, high-risk securities. A slowdown in the economy, or a development
adversely affecting an issuer's creditworthiness, may result in the issuer being
unable to maintain earnings or sell assets at the rate and at the prices,
respectively, that are required to produce sufficient cash flow to meet its
interest and principal requirements. For an issuer that has outstanding both
senior commercial bank debt and subordinated high-yield, high- risk securities,
an increase in interest rates will increase that issuer's interest expense
insofar as the interest rate on the bank debt is fluctuating. However, many
leveraged issuers enter into interest rate protection agreements to fix or cap
the interest rate on a large portion of their bank debt. This reduces exposure
to increasing rates, but reduces the benefit to the issuer of declining rates.

Page 2

The Sponsor cannot predict future economic policies or their consequences or,
therefore, the course or extent of any similar market fluctuations in the
future.

High-yield securities or "junk" bonds, the generic names for securities rated
below "BBB-" by Standard & Poor's, or below "Baa3" by Moody's, are frequently
issued by corporations in the growth stage of their development, by
established companies whose operations or industries are depressed or by
highly leveraged companies purchased in leveraged buyout transactions. The
market for high-yield securities is very specialized and investors in it have
been predominantly financial institutions. High-yield securities are generally
not listed on a national securities exchange. Trading of high-yield
securities, therefore, takes place primarily in over-the-counter markets which
consist of groups of dealer firms that are typically major securities firms.
Because the high-yield security market is a dealer market, rather than an
auction market, no single obtainable price for a given security prevails at
any given time. Prices are determined by negotiation between traders. The
existence of a liquid trading market for the securities may depend on whether
dealers will make a market in the securities. There can be no assurance that a
market will be made for any of the securities, that any market for the
securities will be maintained or of the liquidity of the securities in any
markets made. Not all dealers maintain markets in all high-yield securities.
Therefore, since there are fewer traders in these securities than there are in
"investment grade" securities, the bid-offer spread is usually greater for
high-yield securities than it is for investment grade securities.

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the
issuers of lower-rated securities may not be as strong as that of other
issuers. Moreover, if a fixed-income security is recharacterized as equity by
the Internal Revenue Service for federal income tax purposes, the issuer's
interest deduction with respect to the security will be disallowed and this
disallowance may adversely affect the issuer's credit rating. Because
investors generally perceive that there are greater risks associated with
lower-rated securities, the yields and prices of these securities tend to
fluctuate more than higher-rated securities with changes in the perceived
quality of the credit of their issuers. In addition, the market value of high-
yield, high-risk, fixed-income securities may fluctuate more than the market
value of higher-rated securities since high-yield, high-risk, fixed-income
securities tend to reflect short-term credit development to a greater extent
than higher-rated securities. Lower-rated securities generally involve greater
risks of loss of income and principal than higher-rated securities. Issuers of
lower-rated securities may possess fewer creditworthiness characteristics than
issuers of higher-rated securities and, especially in the case of issuers
whose obligations or credit standing have recently been downgraded, may be
subject to claims by debtholders, owners of property leased to the issuer or
others which, if sustained, would make it more difficult for the issuers to
meet their payment obligations. High-yield, high-risk securities are also
affected by variables such as interest rates, inflation rates and real growth
in the economy. Therefore, investors should consider carefully the relative
risks associated with investment in securities which carry lower ratings.

Should the issuer of any security default in the payment of principal or
interest, the Trust may incur additional expenses seeking payment on the
defaulted security. Because amounts (if any) recovered by the Trust in payment
under the defaulted security may not be reflected in the value of the Units
until actually received by the Trust, and depending upon when a Unit holder
purchases or sells his or her Units, it is possible that a Unit holder would
bear a portion of the cost of recovery without receiving any portion of the
payment recovered.

High-yield, high-risk securities are generally subordinated obligations. The
payment of principal (and premium, if any), interest and sinking fund
requirements with respect to subordinated obligations of an issuer is
subordinated in right of payment to the payment of senior obligations of the
issuer. Senior obligations generally include most, if not all, significant
debt obligations of an issuer, whether existing at the time of issuance of
subordinated debt or created thereafter. Upon any distribution of the assets
of an issuer with subordinated obligations upon dissolution, total or partial
liquidation or reorganization of or similar proceeding relating to the issuer,
the holders of senior indebtedness will be entitled to receive payment in full
before holders of subordinated indebtedness will be entitled to receive any
payment. Moreover, generally no payment with respect to subordinated
indebtedness may be made while there exists a default with respect to any
senior indebtedness. Thus, in the event of insolvency, holders of senior
indebtedness of an issuer generally will recover more, ratably, than holders
of subordinated indebtedness of that issuer.

Obligations that are rated lower than "BBB-" by Standard & Poor's, or "Baa3"
by Moody's, respectively, should be considered speculative as such ratings
indicate a quality of less than investment grade. Investors should carefully
review the objective of the Trust and consider their ability to assume the
risks involved before making an investment in the Trust.

Page 3

REITs. An investment in Units of the Trust should be made with an
understanding of risks inherent in an investment in REITs specifically and
real estate generally (in addition to securities market risks). Generally,
these include economic recession, the cyclical nature of real estate markets,
competitive overbuilding, unusually adverse weather conditions, changing
demographics, changes in governmental regulations (including tax laws and
environmental, building, zoning and sales regulations), increases in real
estate taxes or costs of material and labor, the inability to secure
performance guarantees or insurance as required, the unavailability of
investment capital and the inability to obtain construction financing or
mortgage loans at rates acceptable to builders and purchasers of real estate.
Additional risks include an inability to reduce expenditures associated with a
property (such as mortgage payments and property taxes) when rental revenue
declines, and possible loss upon foreclosure of mortgaged properties if
mortgage payments are not paid when due.

REITs are financial vehicles that have as their objective the pooling of
capital from a number of investors in order to participate directly in real
estate ownership or financing. REITs are generally fully integrated operating
companies that have interests in income-producing real estate. Equity REITs
emphasize direct property investment, holding their invested assets primarily
in the ownership of real estate or other equity interests. REITs obtain
capital funds for investment in underlying real estate assets by selling debt
or equity securities in the public or institutional capital markets or by bank
borrowing. Thus, the returns on common equities of REITs will be significantly
affected by changes in costs of capital and, particularly in the case of
highly "leveraged" REITs (i.e., those with large amounts of borrowings
outstanding), by changes in the level of interest rates. The objective of an
equity REIT is to purchase income-producing real estate properties in order to
generate high levels of cash flow from rental income and a gradual asset
appreciation, and they typically invest in properties such as office, retail,
industrial, hotel and apartment buildings and healthcare facilities.

REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from corporate
income taxes provided the REIT satisfies the requirements of Sections 856
through 860 of the Internal Revenue Code. The major tests for tax-qualified
status are that the REIT (i) be managed by one or more trustees or directors,
(ii) issue shares of transferable interest to its owners, (iii) have at least
100 shareholders, (iv) have no more than 50% of the shares held by five or
fewer individuals, (v) invest substantially all of its capital in real estate
related assets and derive substantially all of its gross income from real
estate related assets and (vi) distributed at least 95% of its taxable income
to its shareholders each year. If a REIT should fail to qualify for such tax
status, the related shareholders (including such Trust) could be adversely
affected by the resulting tax consequences.

The underlying value of the Securities and a Trust's ability to make
distributions to Unit holders may be adversely affected by changes in national
economic conditions, changes in local market conditions due to changes in
general or local economic conditions and neighborhood characteristics,
increased competition from other properties, obsolescence of property, changes
in the availability, cost and terms of mortgage funds, the impact of present
or future environmental legislation and compliance with environmental laws,
the ongoing need for capital improvements, particularly in older properties,
changes in real estate tax rates and other operating expenses, regulatory and
economic impediments to raising rents, adverse changes in governmental rules
and fiscal policies, dependency on management skill, civil unrest, acts of
God, including earthquakes, fires and other natural disasters (which may
result in uninsured losses), acts of war, adverse changes in zoning laws, and
other factors which are beyond the control of the issuers of REITs. The value
of REITs may at times be particularly sensitive to devaluation in the event of
rising interest rates.

REITs may concentrate investments in specific geographic areas or in specific
property types, i.e., hotels, shopping malls, residential complexes, office
buildings and timberlands. The impact of economic conditions on REITs can also
be expected to vary with geographic location and property type. Investors
should be aware that REITs may not be diversified and are subject to the risks
of financing projects. REITs are also subject to defaults by borrowers, self-
liquidation, the market's perception of the REIT industry generally, and the
possibility of failing to qualify for pass-through of income under the
Internal Revenue Code, and to maintain exemption from the Investment Company
Act of 1940. A default by a borrower or lessee may cause a REIT to experience
delays in enforcing its right as mortgagee or lessor and to incur significant
costs related to protecting its investments. In addition, because real estate
generally is subject to real property taxes, REITs may be adversely affected
by increases or decreases in property tax rates and assessments or
reassessments of the properties underlying REITs by taxing authorities.
Furthermore, because real estate is relatively illiquid, the ability of REITs
to vary their portfolios in response to changes in economic and other
conditions may be limited and may adversely affect the value of the Units.

Page 4

There can be no assurance that any REIT will be able to dispose of its
underlying real estate assets when advantageous or necessary.

The issuer of REITs generally maintains comprehensive insurance on presently
owned and subsequently acquired real property assets, including liability,
fire and extended coverage. However, certain types of losses may be
uninsurable or not be economically insurable as to which the underlying
properties are at risk in their particular locales. There can be no assurance
that insurance coverage will be sufficient to pay the full current market
value or current replacement cost of any lost investment. Various factors
might make it impracticable to use insurance proceeds to replace a facility
after it has been damaged or destroyed. Under such circumstances, the
insurance proceeds received by a REIT might not be adequate to restore its
economic position with respect to such property.

Under various environmental laws, a current or previous owner or operator of
real property may be liable for the costs of removal or remediation of
hazardous or toxic substances on, under or in such property. Such laws often
impose liability whether or not the owner or operator caused or knew of the
presence of such hazardous or toxic substances and whether or not the storage
of such substances was in violation of a tenant's lease. In addition, the
presence of hazardous or toxic substances, or the failure to remediate such
property properly, may adversely affect the owner's ability to borrow using
such real property as collateral. No assurance can be given that REITs may not
be presently liable or potentially liable for any such costs in connection
with real estate assets they presently own or subsequently acquire. Certain of
the REITs may also be Mortgage REITs. Mortgage REITs are companies that
provide financing for real estate by purchasing or originating mortgages and
mortgage-backed securities and earn income from the interest on these
investments. Mortgage REITs are also subject to many of the same risks
associated with investments in other REITs and to real estate market conditions.

Foreign Issuers. Since certain of the Securities held by the Trust consist of,
or invest in, securities issued by foreign entities, an investment in the
Trust involves certain investment risks that are different in some respects
from an investment in a trust which invests solely in the securities of
domestic entities. These investment risks include future political or
governmental restrictions which might adversely affect the payment or receipt
of payment of dividends on the relevant Securities, the possibility that the
financial condition of the issuers of the Securities may become impaired or
that the general condition of the relevant stock market may worsen (both of
which would contribute directly to a decrease in the value of the Securities
and thus in the value of the Units), the limited liquidity and relatively
small market capitalization of the relevant securities market, expropriation
or confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are not
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, there may be less publicly available information than is available
from a domestic issuer. Also, foreign issuers are not necessarily subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. The
securities of many foreign issuers are less liquid and their prices more
volatile than securities of comparable domestic issuers. In addition, fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the United States and there is
generally less government supervision and regulation of exchanges, brokers and
issuers in foreign countries than there is in the United States. However, due
to the nature of the issuers of the Securities selected for the Trust, the
Sponsor believes that adequate information will be available to allow the
Supervisor to provide portfolio surveillance for the Trust.

Securities issued by non-U.S. issuers may pay interest and/or dividends in
foreign currencies and may be principally traded in foreign currencies.
Therefore, there is a risk that the U.S. dollar value of these interest and/or
dividend payments and/or securities will vary with fluctuations in foreign
exchange rates.

On the basis of the best information available to the Sponsor at the present
time, none of the Securities in the Trust are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the
Securities. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payment to the Trust. The adoption of exchange control regulations and other
legal restrictions could have an adverse impact on the marketability of
international securities in the Trust and on the ability of the Trust to
satisfy its obligation to redeem Units tendered to the Trustee for redemption.
In addition, restrictions on the settlement of transactions on either the
purchase or sale side, or both, could cause delays or increase the costs
associated with the purchase and sale of the foreign Securities and
correspondingly could affect the price of the Units.

Page 5

Investors should be aware that it may not be possible to buy all Securities at
the same time because of the unavailability of any Security, and restrictions
applicable to the Trust relating to the purchase of a Security by reason of
the federal securities laws or otherwise.

Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Securities by the Trust in the United States securities
markets are subject to severe restrictions and may not be practicable.
Accordingly, sales of these Securities by the Trust will generally be effected
only in foreign securities markets. Although the Sponsor does not believe that
the Trust will encounter obstacles in disposing of the Securities, investors
should realize that the Securities may be traded in foreign countries where
the securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will be
adversely affected if trading markets for the Securities are limited or absent.

Small and/or Mid Capitalization Companies. While historically stocks of small
and mid capitalization companies have outperformed the stocks of large
companies, the former have customarily involved more investment risk as well.
Such companies may have limited product lines, markets or financial resources;
may lack management depth or experience; and may be more vulnerable to adverse
general market or economic developments than large companies. Some of these
companies may distribute, sell or produce products which have recently been
brought to market and may be dependent on key personnel.

The prices of small and mid cap company securities are often more volatile
than prices associated with large company issues, and can display abrupt or
erratic movements at times, due to limited trading volumes and less publicly
available information. Also, because such companies normally have fewer shares
outstanding and these shares trade less frequently than large companies, it
may be more difficult for the Trusts which contain these Securities to buy and
sell significant amounts of such shares without an unfavorable impact on
prevailing market prices.

Concentration

The Trust is concentrated in securities of companies within the financials
sector.

Financials. Companies in the financials sector include regional and money
center banks, securities brokerage firms, asset management companies, savings
banks and thrift institutions, specialty finance companies (e.g., credit card,
mortgage providers), insurance and insurance brokerage firms, consumer finance
firms, financial conglomerates, foreign banking and financial companies.

Financial companies are subject to extensive governmental regulation which
limits their activities and may affect their ability to earn a profit from a
given line of business. Government regulation may change frequently and may
have significant adverse consequences for companies in the financials sector,
including effects not intended by the regulation. New legislation and
regulatory changes could cause business disruptions, result in significant
loss of revenue, limit financial firms' ability to pursue business
opportunities, impact the value of business assets and impose additional costs
that may adversely affect business. There can be no assurance as to the actual
impact these laws and their implementing regulations, or any other
governmental program, will have on any individual financial company or on the
financial markets as a whole. Companies in the financials sector may also be
the targets of hacking and potential theft of proprietary or customer
information or disruptions in service, which could have a material adverse
effect on their businesses.

In addition, general economic conditions are important to the operations of
these companies, and financial difficulties of borrowers may have an adverse
effect on the profitability of financial companies. Deteriorating economic
fundamentals may increase the risk of default or insolvency of particular
financial institutions, negatively impact market value, cause credit spreads
to widen, and reduce bank balance sheets. Financial companies can be highly
dependent upon access to capital markets, and any impediments to such access,
such as adverse overall economic conditions or a negative perception in the
capital markets of a financial company's financial condition or prospects,
could adversely affect its business. For example, any failure of a bank can
result in disruption to the broader banking industry or markets generally,

Page 6

which may also heighten market volatility and reduce liquidity. Deterioration
of credit markets can have an adverse impact on a broad range of financial
markets, causing certain financial companies to incur large losses. In these
conditions, companies in the financials sector may experience significant
declines in the valuation of their assets, take actions to raise capital and
even cease operations. Some financial companies may also be required to accept
or borrow significant amounts of capital from government sources and may face
future government-imposed restrictions on their businesses or increased
government intervention. However, there is no guarantee that governments will
provide any such relief in the future and no certainty that such relief will
mitigate the effects of any failure of a financial institution on the economy
or otherwise strengthen public confidence in financial institutions. These
actions may cause the securities of many companies in the financials sector to
decline in value.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates; portfolio
concentrations in geographic markets, in commercial and residential real
estate loans or any particular segment or industry; and competition from new
entrants in their fields of business. Banks, thrifts and their holding
companies are subject to extensive federal regulation and, when such
institutions are state-chartered, to state regulation as well. Such
regulations impose strict capital requirements and limitations on the nature
and extent of business activities that banks and thrifts may pursue.
Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the FDIC, can negatively impact
earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or insures
against any risk of investment in the securities issued by such institutions.

Interest rate levels, general economic conditions and price and marketing
competition also affect insurance company profits. Companies involved in the
insurance industry are engaged in underwriting, reinsuring, selling,
distributing or placing of property and casualty, life or health insurance.
Property and casualty insurance profits may also be affected by weather
catastrophes and other disasters. Life and health insurance profits may be
affected by mortality and morbidity rates. Individual companies may be exposed
to material risks including reserve inadequacy and the inability to collect
from reinsurance carriers. Insurance companies are subject to extensive
governmental regulation, including the imposition of maximum rate levels,
which may not be adequate for some lines of business. Proposed or potential
tax law changes may also adversely affect insurance companies' policy sales,
tax obligations, and profitability. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization of
traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally. All insurance companies are
subject to state laws and regulations that require diversification of their
investment portfolios and limit the amount of investments in certain
investment categories. Failure to comply with these laws and regulations would
cause non-conforming investments to be treated as non-admitted assets for
purposes of measuring statutory surplus and, in some instances, would require
divestiture associations.

Page 7

Undertaking

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

Bonding Arrangements of Depositor:

First Trust Portfolios L.P. is covered by a Brokers' Fidelity Bond, in the total amount of $2,000,000, the insurer being National Union Fire Insurance Company of Pittsburgh.

This Registration Statement on Form S-6 comprises the following papers and documents:

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

The Registrant, FT 11456, hereby identifies The First Trust Special Situations Trust, Series 4; The First Trust Special Situations Trust, Series 18; The First Trust Special Situations Trust, Series 69; The First Trust Special Situations Trust, Series 108; The First Trust Special Situations Trust, Series 119; The First Trust Special Situations Trust, Series 190; FT 286; The First Trust Combined Series 272; FT 412; FT 438; FT 556; FT 754; FT 1102; FT 1179; FT 2935; FT 3320; FT 3367; FT 3370; FT 3397; FT 3398; FT 3400; FT 3451; FT 3480; FT 3529; FT 3530; FT 3568; FT 3569; FT 3570; FT 3572; FT 3615; FT 3647; FT 3650; FT 3689; FT 3690; FT 3729; FT 3780; FT 3940; FT 4020; FT 4037; FT 4143; FT 4260; FT 4746; FT 4789; FT 5039; FT 5415; FT 7033; FT 7256; FT 7935; FT 8495; FT 8669; FT 8713; FT 8740; FT 8746; FT 8758; FT 8817; FT 8955; FT 8956; FT 8965; FT 8976; FT 8978; FT 8993; FT 8994; FT 8997; FT 9039; FT 9040; FT 9042; FT 9058; FT 9068; FT 9203; FT 9204; FT 9303; FT 9305; FT 9326; FT 9327; FT 9372; FT 9401; FT 9402; FT 9403; FT 9474; FT 9513; FT 9514; FT 9611; FT 9630; FT 9709; FT 9872; FT 9908; FT 9911; FT 9923; FT 9937; FT 9950; FT 9961; FT 9977; FT 9978; FT 10051; FT 10057; FT 10105; FT 10109; FT 10121; FT 10272; FT 10295; FT 10323; FT 10412; FT 10447; FT 10455; FT 10475; FT 10528; FT 10583; FT 10689; FT 10694; FT 10756; FT 10865; FT 10895; FT 10976; FT 11035; FT 11095; FT 11096; FT 11097; FT 11155; FT 11156; FT 11223; FT 11224 and FT 11285 for purposes of the representations required by Rule 487 and represents the following:

(1)that the portfolio securities deposited in the series with respect to which this Registration Statement is being filed do not differ materially in type or quality from those deposited in such previous series;

(2)that, except to the extent necessary to identify the specific portfolio securities deposited in, and to provide essential financial information for, the series with respect to the securities of which this Registration Statement is being filed, this Registration Statement does not contain disclosures that differ in any material respect from those contained in the registration statements for such previous series as to which the effective date was determined by the Commission or the staff; and

(3)that it has complied with Rule 460 under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the Registrant, FT 11456, has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheaton and State of Illinois on May 9, 2024.

FT 11456

By:

First Trust Portfolios L.P.
Depositor

By:

/s/ Elizabeth H. Bull
Senior Vice President

S-2

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following person in the capacity and on the date indicated:

Name	Title*	Date

James A. Bowen	Director of The Charger Corporation, the General Partner of First Trust Portfolios L.P., and Chief Executive Officer of First Trust Portfolios L.P.	) ) ) )By: /s/ Elizabeth H. Bull ) Attorney-in-Fact** ) May 9, 2024
James M. Dykas	Chief Financial Officer of First Trust Portfolios L.P.	) )
Christina Knierim	Controller of First Trust Portfolios L.P.	) )

The title of the person named herein represents his or her capacity in and relationship to First Trust Portfolios L.P., the Depositor.

Executed copies of the related powers of attorney were filed with the Securities and Exchange Commission in connection with the Amendment No. 1 to Form S-6 of FT 11333 (File No. 333-276837) and the same is hereby incorporated herein by this reference.

S-3

CONSENT OF COUNSEL

The consent of counsel to the use of its name in the Prospectus included in this Registration Statement is contained in its opinion filed as Exhibit 3.1 of the Registration Statement.

Consent of Independent Registered Public Accounting Firm

The consent of Deloitte & Touche LLP to the use of its name in the Prospectus included in the Registration Statement is filed as Exhibit 4.1 to the Registration Statement.

S-4

EXHIBIT INDEX

1.1

Standard Terms and Conditions of Trust for FT 10292 and certain subsequent Series, effective September 7, 2022 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee and First Trust Advisors L.P., as Portfolio Supervisor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-266325] filed on behalf of FT 10292).

1.1.1

Trust Agreement for FT 11456, effective May 9, 2024 among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, and First Trust Advisors L.P., as Portfolio Supervisor.

1.2

Certificate of Limited Partnership of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.3

Amended and Restated Limited Partnership Agreement of Nike Securities, L.P., predecessor of First Trust Portfolios L.P. (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.4

Articles of Incorporation of Nike Securities Corporation, predecessor to The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-230481] filed on behalf of FT 8001).

1.5

By-Laws of The Charger Corporation, the general partner of First Trust Portfolios L.P., Depositor (incorporated by reference to Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT 2669).

1.7

Fund of Funds Agreements (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-261661] filed on behalf of FT 9909, Amendment No. 1 to Form S-6 [File No. 333-261297] filed on behalf of FT 9857, Amendment No. 1 to Form S-6 [File No. 333-262164] filed on behalf of FT 9948, Amendment No. 1 to Form S-6 [File No. 333-262344] filed on behalf of FT 9965, Amendment No. 1 to Form S-6 [File No. 333-263845] filed on behalf of FT 10083 and Amendment No. 1 to Form S-6 [File No. 333-274281] filed on behalf of FT 11028).

2.2

Code of Ethics (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-224320] filed on behalf of FT 7359).

S-5

3.1

Opinion of counsel as to legality of securities being registered.

4.1

Consent of Independent Registered Public Accounting Firm.

6.1

List of Principal Officers of the Depositor (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-236093] filed on behalf of FT 8556).

7.1

Powers of Attorney executed by the Officers listed on page S-3 of this Registration Statement (incorporated by reference to Amendment No. 1 to Form S-6 [File No. 333-276837] filed on behalf of FT 11333).

S-6

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

MEMORANDUM OF CHANGES

TRUST AGREEMENT

OPINION REGARDING LEGALITY

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM