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美国银行美股招股说明书(2025-09-24版)

2025-09-24美股招股说明书严***
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美国银行美股招股说明书(2025-09-24版)

Linked tothe Common Stock of The Walt Disney Company The Contingent Income Auto-Callable Yield Notes Linked tothe Common Stock of The Walt Disney Company, due September 27, 2028 (the “Notes”) priced onSeptember 22, 2025 and will issue on September 25, 2025. Approximate 3 year term if not called prior to maturity. Payments on the Notes will depend on the performance ofthe common stock of The Walt Disney Company (the “Underlying Stock”). Contingent coupon rate of 8.00% per annum (2.00% per quarter) payable quarterly if the Observation Value of the Underlying Stock on the applicable ObservationDate is greater than or equal to 65.00% of its Starting Value, assuming the Notes have not been called. Beginning with the March 23, 2026 Call Observation Date, automatically callable quarterly for an amount equal to the principal amount plus the relevant ContingentCoupon 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 theprincipal amount. At maturity you will also receive a final Contingent Coupon Payment if the Observation Value of the Underlying Stock on the final Observation Dateis greater than or equal to 65.00% of its Starting Value.• All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance” or the “Issuer”), as issuer of the Notes, and Bank of AmericaCorporation (“BAC” or the “Guarantor”), as guarantor of the Notes. The Starting Value of the Underlying Stock was determined on September 19, 2025 (the “Strike Date”).The Starting Value of the Underlying Stock is higher than itsClosing Market Price on the pricing date. The initial estimated value of the Notes as of the pricing date is $972.90 per $1,000.00 in principal amount of Notes, which is less than the publicoffering 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 page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-15of this pricing supplement for additional information.There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider theinformation 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 of these securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. (1)Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees orcommissions. 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 inprincipal amount of Notes.(2) The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $23.50, resulting in proceeds, before expenses, to BofA Finance ofas low as $976.50 per $1,000.00 in principal amount of Notes. The total underwriting discount and proceeds, before expenses, to BofA Finance specifiedabove reflect the aggregate of the underwriting discounts per $1,000.00 in principal amount of Notes. Selling Agent Contingent Income Auto-Callable Yield Notes Linked to the Common Stock of The Walt Disney Company Terms of the Notes Observation Dates, Contingent Payment Dates, Call Observation Dates andCall Payment Dates Contingent Income Auto-Callable Yield Notes Linked to the Common Stock of The Walt Disney Company * The Call Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to ObservationDates” on page PS-21 of the accompanying product supplement, with references to “Observation Dates” being read as references to “Call Observation Dates.” Any payments on the Notes depend on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlying Stock. Theeconomic terms of the Notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linkednotes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is ty