美国银行美股招股说明书(2025-05-27版)

$_____________Callable Zero Coupon Notes, due June 6, 2040 ●The notes are senior unsecured debt securities issued by Bank of America Corporation (“BAC”). All payments and the return of the principalamount on the notes are subject to our credit risk.●The notes will price on June 4, 2025. Subject to our redemption right, the notes will mature on June 6, 2040. ●We have the right to redeem all, but not less than all, of the notes on June 6, 2026, and on each subsequent Call Date (as defined on page PS-2). The redemption price with respect to each Call Date is specified on page PS-2. ●If the notes are not redeemed, at maturity, you will receive $2,372.50 per note.●The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess of $1,000. ●The notes will not be listed on any securities exchange.●The CUSIP number for the notes is 06055JMC0.Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page S-6 ofthe attached prospectus supplement, and page 7 of the attached prospectus. Public Offering Price(1)100.00%$Underwriting Discount(1)(2)1.50%$Proceeds (before expenses) to BAC98.50%$ The notes are unsecured and unsubordinated obligations and are not savings accounts, deposits, or other obligations of a bank. The notes are notguaranteed by Bank of America, N.A. or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any othergovernmental agency, and involve investment risks. approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, theaccompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal We will deliver the notes in book-entry form only through The Depository Trust Company on or about June 6, 2025 againstpayment in immediately available funds. BofA Securities This pricing supplement supplements the terms and conditions in the prospectus, dated December 30, 2022, as supplemented by theSeries P MTN prospectus supplement, dated December 30, 2022 (as so supplemented, together with all documents incorporated by $1,000 and multiples of $1,000 in excess of $1,000 •Ranking:Senior, unsecured•Accrual Yield:9.15% per annum (for reference only) excluding) the date upon which the principal amount of the notes has been accelerated The notes do not pay interest.There will be no periodic interest payments on the notes as there would be on a conventionalfixed-rate or floating-rate debt security having the same maturity. Any return that you receive on the notes may be less than the returnyou would earn if you purchased a conventional debt security with the same maturity date. As a result, your investment in the notesmay not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money. after June 6, 2026. In the event that we redeem the notes, you will receive the redemption price applicable to that Call Date. If youintend to purchase the notes, you must be willing to have your notes redeemed as early as the first Call Date. If we elect to redeem the further payments will be made on the notes after they have been redeemed and you will lose the opportunity to receive any higherredemption price that otherwise might have been payable on a later date. Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness areexpected to affect the value of the notes.The notes are our senior unsecured debt securities. As a result, your receipt of all paymentson the notes is dependent upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to the notes. Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in ourcredit spreads prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your returnon the notes generally depends upon factors in addition to our ability to pay our obligations, such as the difference between the investment risks related to the notes.Valuation- and Market-related RisksWe have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if return on the notes to you, a number of factors are taken into account. Among these factors are certain costs associated withdeveloping, hedging, and offering the notes.Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the selling agent oranother purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price that We cannot assure you that a trading market for the notes will ever develop or be maintained.We will not list the notes on any securities exchange. We cannot predict how the notes will t