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美国银行美股招股说明书(2025-11-17版)

2025-11-17美股招股说明书徐***
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美国银行美股招股说明书(2025-11-17版)

This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933.This pricing supplementand the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities in any country or jurisdiction where such an offerwould not be permitted. November2025Preliminary Pricing Supplement - Subject to CompletionDatedNovember 14, 2025(To Prospectus dated December 30, 2022,Series A Prospectus Supplement dated December 30, 2022andProduct Supplement EQUITY-1 datedDecember 30, 2022)Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-268718 and 333-268718-01 BofA Finance LLCSTRUCTURED INVESTMENTS Opportunities in U.S. and International EquitiesCallable Contingent Income Securities dueMay 20, 2027Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000®Index and theNASDAQ-100®IndexFully and Unconditionally Guaranteed by Bank of America CorporationPrincipal at Risk Securities The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities will pay a contingent quarterly couponbut only ifthe index closing value ofeach of the S&P 500®Index, the Russell 2000®Index and theNASDAQ-100®Indexon the applicable quarterly observation date isgreater than or equal to75% of itsrespectiveinitial index value, which we refer to as the respective coupon barrier level. If the index closing valueof anyunderlying indexis less than the coupon barrier levelfor such index on any observation date, we will pay no contingent quarterly coupon for the related quarterly period. In addition, beginning on February 20, 2026,we will have the right toredeem the securities at our discretion on any quarterly redemption datefor a redemption payment equal to the sum of the stated principal amount plus any contingent quarterly securities and could be zero.Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment based on the performance of anyunderlying indexand also the risk of not receiving any quarterly coupons during the entire1.5-year term of the securities.Because payments on the securities are based on theworst performing of the underlying indices, a decline beyond the respective coupon barrier level on any observation date and/or beyond the respective downside threshold level on the finalobservation date, as applicable, ofanyunderlying index will result in the forfeiture of contingent quarterly coupons and/or a significant loss of your investment, as applicable, even if theother underlying indices have appreciated or have not declined as much. Investors will not participate in any appreciation in any underlying index. The securities are for investors who arewilling to risk their principal and seek an opportunity to earn contingent quarterly coupon payments at a potentially above-market rate in exchange for the risk of receiving no contingentquarterly coupon payments ifanyunderlying indexcloses below the coupon barrier level for such index on the observation dates, and the risk of an early redemption of the securities atour discretion.The securities are our senior debt securities. Any payments on the securities are fully and unconditionally guaranteed by Bank of America Corporation (“BAC”). Thesecurities are issued as part of BofA Finance LLC’s (“BofA Finance”) “Medium-Term Notes, Series A” program.All payments on the securities are subject to the credit risk of BofA Finance, as issuer of the securities, and BAC, as guarantor of the securities. If we default on our obligations, you could lose some or all of your investment.These securities are not secured obligations and you will not have any security interest in, or otherwise have anyaccess to, any underlying reference asset or assets. There are important differences between the securities and a conventional debt security. Potential purchasers of the securities should consider the information in “Risk Factors” beginningon page11of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6of the accompanying prospectus supplement, and page 7 of the accompanyingprospectus. 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 determinedif this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are theyBefore you invest, you should read this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for information a