美国银行美股招股说明书(2025-04-22版)

Linked tothe Common Stock of The Walt Disney CompanyThe Contingent Income (with Memory Feature) Auto-Callable Yield Notes Linked tothe Common Stock of The Walt Disney Company, due April 27, 2028 (the “Notes”) are expected to price on April 23, 2025 and expected to issue on April 28, 2025.Approximate 3 year term if not called prior to maturity. (inclusive of the relevant Contingent Payment Date)minus(ii) the sum of all Contingent Coupon Payments previously paid.Beginning with the October 23, 2025 Call Observation Date, automatically callable quarterly for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if the Observation Value of the Underlying Stock is greater than or equal to 100.00% of its Starting Value on any Call Observation Date. Assuming the Notes are not called prior to maturity, if the Underlying Stock declines by more than 35% from its Starting Value, at maturity your investment will besubject to 1:1 downside exposure to decreases in the value of the Underlying Stock, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the is greater than or equal to 65.00% of its Starting Value. The Notes will not be listed on any securities exchange. CUSIP No. 09711HBU6. Notes, which is less than the public offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot be predictedwith accuracy. See “Risk Factors” beginning on page PS-10 of this pricing supplement and “Structuring the Notes” on page PS-16of this pricing supplement for the accompanying prospectus supplement, and page 7 of the accompanying prospectus.None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved ofthese securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful or Public offering price(1)Underwriting discount(1)(2) Per Note$1,000.00$23.50$976.50Total commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $976.50 per $1,000.00 in Selling Agent BACDenominations:The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof. Observation Dates” in the accompanying product supplement.Maturity Date*:April 27, 2028 The Observation Value of the Underlying Stock on the Valuation Date. Price Multiplier:1, subject to adjustment for certain corporate events relating to the Underlying Stock as described in “Description of the Notes — Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement. Threshold Value:65.00% of the Starting Value. Notes as of the pricing date.The initial estimated value range of the Notes is set forth on the cover page of this pricing supplement. The final pricing supplement will set forth the initial beginning on page PS-10and “Structuring the Notes” on page PS-16.CONTINGENT INCOME (WITH MEMORY FEATURE) AUTO-CALLABLE YIELD NOTES |PS-5 All payments described above are subject to the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor.CONTINGENT INCOME (WITH MEMORY FEATURE) AUTO-CALLABLE YIELD NOTES |PS-6 on the Contingent Coupon Payment per $1,000.00 in principal amount of Notes equal to (i) theproductof $26.25timesthe number of Contingent Payment Datesthat have occurred up to the relevant Contingent Payment Date (inclusive of the relevant Contingent Payment Date)minus(ii) the sum of all Contingent CouponPayments previously paid. Depending on the performance of the Underlying Stock, you may not receive any Contingent Coupon Payments during the term of the the first Call Observation Date) is above its Coupon Barrier but below its Call Value. Therefore, a Contingent Coupon Payment will be paid on the applicableContingent Payment Date, but the Notes will not be automatically called. The Contingent Coupon Payment per $1,000.00 in principal amount of Notes due on therelated Contingent Payment Date will be calculated as follows:(i) theproductof $26.25timesthe number of Contingent Payment Dates that have occurred up to the relevant Contingent Payment Date (inclusive of = (i) $26.25 x 2 - (ii) $0.00 = $52.50 per $1,000.00 in principal amount of Notes.The Observation Value of the Underlying Stock on the third Observation Date (which is also a Call Observation Date) is above its Coupon Barrier and its Call related Contingent Payment Date will be calculated as follows: (i) theproductof $26.25timesthe number of Contingent Payment Dates that have occurred up to the relevant Contingent Payment Date (inclusive ofthe relevant Contingent Payment Date) minus (ii) the sum of all Contingent Coupon Payments previously paid. On the applicable Contingent Payment Date (which is also the Call Payment Date), you will receive $1,026.25 per $1,000.00 in principal amount of Notes, a