美国银行美股招股说明书(2025-09-30版)

Linked to the S&P500 FC TCA 0.50% Decrement Index ER The Auto-Callable Return Notes Linked to the S&P 500 FC TCA 0.50% Decrement Index ER, due September 30, 2030 (the “Notes”) priced on September 25, 2025 and willissue on Payment on the Notes will depend on the performance of the S&P 500 FC TCA 0.50% Decrement Index ER(the “Underlying”). Automatically callable at an amount equal to the Call Amount if, on the Call Observation Date, the Observation Value of the Underlying is equal to or greater than its Call Value. The Call Valueis indicated on page PS-2, and the Call Observation Date and the Call Amount are indicated on page PS-4. Assuming the Notes are not called prior to maturity, if the Ending Value of the Underlying is greater than or equal to 100% of its Starting Value, at maturity, you will receive 100.00% upsideexposure to increases in the value of the Underlying from its Starting Value; otherwise, at maturity, you will receive the principal amount. Any payment on the Notes is subject to the credit risk of BofA Finance LLC (“BofA Finance” or the “Issuer”), as issuer of the Notes, and Bank of America Corporation (“BAC” or the“Guarantor”), as guarantor of the Notes. The S&P 500 FC TCA 0.50% Decrement Index ER is designed to provide investors with exposure to a synthetically calculated excess return version (the “Excess Return Index”) of the S&P 500®TotalReturn Index (the “Total Return Index”), subject to a risk control strategy that dynamically increases or decreases the exposure to the Excess Return Index multiple times per index calculation day inan attempt to achieve an 11.50% annualized volatility target. The Underlying’s exposure to the Excess Return Index can be greater than, less than or equal to 100%.When the Underlying’sexposure to the Excess Return Index is less than 100%, the Underlying will have a hypothetical cash position which does not accrue interest. Any portion of the Underlying which isallocated to the cash position will not appreciate based on any appreciation of the Excess Return Index.Typically, during a trading day a portion of the Underlying’s exposure has beenallocated to the cash position. The Excess Return Index is an excess return index, which means that it measures the return on a hypothetical investment in the Total Return Index that is made with borrowed funds. The ExcessReturn Index is calculated by subtracting out the borrowing costs, as described below, and the cost of carrying equities (which is determined by reference to rolling E-mini S&P 500 futures contracts)from the Total Return Index. Borrowing costs for these funds are assessed at a rate equal to the Federal Funds Rate.Such borrowing costs and the cost of carrying equities will reduce anypositive performance of the hypothetical investment in the Total Return Index (and, thereby, the level of the Underlying) and will increase any negative performance of the hypotheticalinvestment in the Total Return Index (and, thereby, the level of the Underlying). The level of the Underlying is calculated multiple times per day and reflects the performance of a hypothetical investment in the Excess Return Index less associated carry costs and transaction costs.The carry costs and transaction costs reduce the level of the Underlying during each intraday calculation window.The carry cost for each intraday calculation window is 0.50% per annum.The transaction cost for each intraday calculation window equals the product of 0.01% and the difference (expressed as a positive number) between the exposure to the Excess Return Index for thecurrent intraday calculation window and the exposure to the Excess Return Index for the immediately preceding intraday calculation window.Such costs will be incurred regardless of the level ofexposure to the Excess Return Index and regardless of the performance of the Excess Return Index. Such costs will have the effect of reducing any positive performance of the ExcessReturn Index (and, thereby, the level of the Underlying) and will increase any negative performance of the Excess Return Index (and, thereby, the level of the Underlying). The effect of the borrowing costs, the cost of carrying the equities, the carry costs and the transaction costs described above is to reduce the level of theUnderlyingduring eachintraday calculation window.The level of the Underlying will only increaseto the extentthe Underlying is exposed to the Excess Return Index; the Excess Return Index has a positivereturnand suchpositive returnexceeds the carry costs and transaction costs described above. The Excess Return Index will have a positive returnonly ifthe return of the Total ReturnIndex exceeds the borrowing costs described above. For more information please see the sections entitled “Risk Factors—Underlying-related Risks” and “The Underlying”. The initial estimated value of the Notes as of the pricing date is $937.00per $1,000.00 in principal amount of Notes, which is less than the publicoffering price list