美国银行美股招股说明书(2025-07-22版)

Technology Sector Index, the Russell 2000® Linked to the Least Performing of the Nasdaq-100®Index and the S&P 500®Index The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® Contingent coupon rate of 10.50% per annum (0.875% per month) payable monthly if the closing level ofeachUnderlying on the applicable Observation Date is Beginning on October 29, 2025, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes. The initial estimated value of the Notes as of the pricing date is expected to be between $930.00 and $980.00 per $1,000.00 in principal amount ofNotes, 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 supplement for additional information.There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors” beginning on page PS-9of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6 ofthe 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 $1,000.00$8.75$991.25Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $991.25 per $1,000.00 inprincipal amount of Notes. as low as $991.25 per $1,000.00 in principal amount of Notes. In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $3.75 per $1,000.00 in principal amount ofthe Notes in connection with the distribution of the Notes to other registered broker-dealers.The Notes and the related guarantee: Are Not FDIC InsuredAre not Bank GuaranteedMay Lose Value BofA FinanceGuarantor:BAC the S&P 500®Index (Bloomberg symbol: “SPX”), each a price return index.Pricing Date*:July 24, 2025 Issue Date*:July 29, 2025Valuation Date*:June 24, 2027, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relatingto Observation Dates” in the accompanying product supplement. Maturity Date*:June 29, 2027 With respect to each Underlying, its closing level on the pricing date. With respect to each Underlying, its Observation Value on the Valuation Date. With respect to each Underlying, 70.00% of its Starting Value. ContingentIf, on any monthly Observation Date, the Observation Value ofeachUnderlying is greater than or equal to its Coupon Barrier, we willpay a Contingent Coupon Payment of $8.75 per $1,000.00 in principal amount of Notes (equal to a rate of 0.875% per month or10.50% per annum) on the applicable Contingent Payment Date (including the Maturity Date). Optional EarlyRedemption:On any monthly Call Payment Date, we have the right to redeem all (but not less than all) of the Notes at the Early RedemptionAmount. No further amounts will be payable following an Optional Early Redemption. We will give notice to the trustee at least five October 26, 2026 June 29, 2026 On each Contingent Payment Date, if the Notes have not been previously called, you may receive aContingent Coupon Payment per $1,000.00 in principal amount of Notes determined as follows: $70.00$87.50 $105.00 1214 $140.00$157.50 140.0040.00%130.0030.00% 120.0020.00%110.0010.00% 105.005.00%$1,008.750.875%102.002.00%$1,008.750.875%100.00(2)0.00%$1,008.750.875% -30.00%$1,008.75-30.01%$1,000.00 which the Observation Value or Ending Value of any Underlying exceeds its Starting Value. In contrast, a direct investment in the securities included inone or more of the Underlyings would allow you to receive the benefit of any appreciation in their values. Any return on the Notes will not reflect the return The Notes are subject to Optional Early Redemption, which would limit your ability to receive the Contingent Coupon Payments over the fullterm of the Notes.On each Call Payment Date, at our option, we may call your Notes in whole, but not in part. If the Notes are called prior to the Maturity Date, you will be entitled to receive the Early Redemption Amount on the applicable Call Payment Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity to continue to receive Contingent Coupon Payments after the date of the Optional EarlyRedemption. If the Notes are called prior to the Maturity Date,