美国银行美股招股说明书(2025-07-24版)

Linked to the S&P 500®IndexThe Dual Directional Buffered Notes Linked to the S&P 500®Index, due February 4, 2027 (the “Notes”) are expected to price on July 30, 2025 and expected to issue on August 4, Approximate 18 month term. No periodic interest payments.The Notes will not be listed on any securities exchange. The initial estimated value of the Notes as of the pricing date is expected to be between $950.00and $1,000.00per $1,000.00 in principal amount of Notes, whichmay belessthan the public offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Risk Factors” beginning on 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-6of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6 of the accompanying prospectus supplement, and page 7of the accompanying prospectus. Public Offering PricePer Note$1,000.00 February 1, 2027, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Calculation Days” inthe accompanying product supplement. Participation Rate:$1,155.00 per $1,000.00 in principal amount of Notes, which represents a return of 15.50% over the principal amount. The following table is for purposes of illustration only. It is based onhypotheticalvalues and showshypotheticalreturns on the Notes. The table illustrates the calculation of theRedemption Amount and the return on the Notes based on a hypothetical Starting Value of 100, a hypothetical Threshold Value of 85, the Upside Participation Rate of 100.00%, the MaxReturn of $1,155.00 per $1,000.00 in principal amount of Notes and a range of hypothetical Ending Values of the Underlying.The actual amount you receive and the resulting returnwill depend on the actual Starting Value, Threshold Value and Ending Value of the Underlying,and whether you hold the Notes to maturity.The following examples do not takeinto account any tax consequences from investing in the Notes.For recent actual values of the Underlying, see “The Underlying” section below. The Ending Value of the Underlying will not include any income generated by dividends or other Ending ValueUnderlying ReturnRedemption Amount per NoteReturn on the Notes160.0060.00%$1,155.0015.50% relating to the Notes in the “Risk Factors” sections beginning on page PS-5 of the accompanying product supplement, page S-6 of the accompanying prospectus supplement and page 7 ofthe accompanying prospectus, each as identified on page PS-18below.Structure-related RisksYour investment may result in a loss; there is no guaranteed return of principal.There is no fixed principal repayment amount on the Notes at maturity. If the Ending Value of The return on the Notes based on the appreciation of the Underlying will be limited to the Max Return.Any positive return on the Notes based on the appreciation of theUnderlying will not exceed the Max Return, regardless of the performance of the Underlying. In contrast, a direct investment in the securities included in the Underlying would allow you to receive the benefit of any appreciation in their value. Any return on the Notes will not reflect the return you would realize if you actually owned those securities and receivedthe dividends paid or distributions made on them.Your potential for a positive return based on the depreciation of the Underlying is limited.The Absolute Underlying Return feature applies only if the Ending Value of theUnderlying is less than the Starting Value but greater than or equal to the Threshold Value. Because the Threshold Value for the Underlying is 85% of the Starting Value, any positive return due to the depreciation of the Underlying is limited to 15%. Any decline in the Ending Value of the Underlying from the Starting Value by more than 15% will result in a loss,rather than a positive return, on the Notes.The Notes do not bear interest.Unlike a conventional debt security, no interest payments will be paid over the term of the Notes, regardless of the extent to which the Ending Value of the Underlying exceeds its Starting Value or Threshold Value.Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity.Any return that you receive on the Notes may be less than the you when you consider factors, such as inflation, that affect the time value of money.The Redemption Amount will not reflect changes in the level of the Underlying other than on the Valuation Date.The level of the Underlying during the term of the Notesother than on the Valuation Date will not be reflected in the calculation of the Redemption Amount. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlying while holding the Notes, as the performance of the Underlying may infl