Free Writing Prospectus to Preliminary Pricing Supplement No. 5,743
Registration Statement Nos. 333-275587; 333-275587-01
Dated January 2, 2025; Filed pursuant to Rule 433
Morgan Stanley
5-Year Morgan Stanley S&P 500® Index Callable Jump Notes
This document provides a summary of the terms of the notes. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
Terms | ||||
Issuing entity: | Morgan Stanley Finance LLC | |||
Guarantor: | Morgan Stanley | |||
Underlying index: | S&P 500® Index (“SPX”) | |||
Call feature: | Beginning after one year, quarterly, based on the output of a risk neutral valuation model. See the accompanying preliminary pricing supplement. | |||
| Redemption dates: | Redemption payments: | ||
1st: | 2/2/2026 | At least $1,080 | ||
2nd: | 5/1/2026 | At least $1,100 | ||
3rd: | 7/31/2026 | At least $1,120 | ||
4th: | 11/2/2026 | At least $1,140 | ||
5th: | 2/2/2027 | At least $1,160 | ||
6th: | 5/3/2027 | At least $1,180 | ||
| 7th: | 8/2/2027 | At least $1,200 | |
| 8th: | 11/2/2027 | At least $1,220 | |
Redemption dates and payments: | 9th: | 2/2/2028 | At least $1,240 | |
| 10th: | 5/3/2028 | At least $1,260 | |
| 11th: | 8/2/2028 | At least $1,280 | |
| 12th: | 11/2/2028 | At least $1,300 | |
| 13th: | 2/1/2029 | At least $1,320 | |
| 14th: | 5/3/2029 | At least $1,340 | |
| 15th: | 8/2/2029 | At least $1,360 | |
| 16th: | 11/1/2029 | At least $1,380 | |
Pricing date: | January 28, 2025 | |||
Final observation date: | January 28, 2030 | |||
Maturity date: | January 31, 2030 |
CUSIP: | 61777RXC2 |
Preliminary pricing supplement: | https://www.sec.gov/Archives/edgar/data/895421/000183988225000200/ms5743_424b2-00114.htm |
1All payments are subject to our credit risk
Hypothetical Examples
Early Redemption1 | |
Date | Payment (per note) |
1st Redemption Date: | -- |
2nd Redemption Date: | $1,100 |
The notes are redeemed on the second quarterly redemption date. Investors will receive $1,100 per note on the related redemption date, corresponding to an annual return of approximately 8.00%. | |
Hypothetical Payout at Maturity1 | ||
Assuming the notes are not redeemed prior to, and remain outstanding until, maturity: | ||
Change in Underlying Index | Return on Notes | |
+40% | 40% | |
+30% | 30% | |
+20% | 20% | |
+15% | 15% | |
+10% | 10% | |
+5% | 5% | |
0% | 0% | |
-5% | 0% | |
-10% | 0% | |
-15% | 0% | |
-20% | 0% | |
-30% | 0% | |
-40% | 0% | |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.
Risks Relating to an Investment in the Notes
●The notes do not pay interest and may not pay more than the stated principal amount at maturity.
●The notes have early redemption risk.
●The market price of the notes will be influenced by many unpredictable factors.
●The notes are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the notes.
●As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
●The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the notes.
●The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes to be less than the original issue price and will adversely affect secondary market prices.
●The estimated value of the notes is approximately $946.10 per note, or within $55.00 of that estimate, and is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price.
●Investing in the notes is not equivalent to investing in the underlying index.
●The notes will not be listed on any securities exchange and secondary trading may be limited. Accordingly, you should be willing to hold your notes for the entire 5-year term of the notes.
●Hedging and trading activity by our affiliates could potentially adversely affect the value of the notes.
Risks Relating to the Underlying Index
●Adjustments to the underlying index could adversely affect the value of the notes.
Tax Considerations
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Notes– Tax considerations” concerning the U.S. federal income tax consequences of an investment in the notes, and you should consult your tax adviser.
