您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:美国银行美股招股说明书(2025-11-25版) - 发现报告

美国银行美股招股说明书(2025-11-25版)

2025-11-25美股招股说明书「***
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美国银行美股招股说明书(2025-11-25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 pricingsupplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would notbe permitted. Preliminary Pricing Supplement - Subject to Completion(To Prospectus dated December 30, 2022and Series A Prospectus Supplement dated December 30, 2022)November 24, 2025 BofA Finance LLC Fixed to Floating Rate Issuer Callable Daily Range Accrual Notes Linked to the CMT Rate, due December 12, 2045 Fully and Unconditionally Guaranteed by Bank of America Corporation The CUSIP number for the notes is 09711CAS3. The notes are unsecured senior notes issued by BofA Finance LLC (“BofA Finance”), a consolidated finance subsidiary of Bank of America Corporation (“BAC” orthe “Guarantor”), the payment of which is fully and unconditionally guaranteed by the Guarantor. Any payments due on the notes, including any repayment ofprincipal, will be subject to the credit risk of BofA Finance, as issuer of the notes, and the credit risk of BAC, as guarantor of the notes.The notes are expected to price on December 10, 2025 (the “pricing date”). The notes are expected to mature on December 12, 2045, unless previously called. The notes are designed for investors who wish to receive quarterly interest income at a fixed rate for the first two years and at a floating rate thereafter where, asdescribed below, the amount of such interest will depend on the CMT Rate (as defined below). Interest will be paid quarterly, in arrears, on March 12, June 12, September 12 and December 12 of each year, commencing on March 12, 2026, and with the finalinterest payment occurring on the maturity date. From, and including, the issue date to, but excluding, December 12, 2027 (the “Fixed Rate Period”), the notes will bear interest at the fixed rate of 9.25% perannum. From, and including, December 12, 2027, to, but excluding, the maturity date (the “Floating Rate Period”), for each quarterly interest period, interest willaccrue at a variable rate per annum equal to the product of:(a)the Base Rate of 9.25%; and (b)N/D; where, “N” = the number of U.S. Government Securities Business Days (subject to the Rate Cut-Off Date convention, as defined in "Summary" herein) in the applicable interest period on which the CMT Rate, on the applicable U.S. Government Securities Business Day, isgreater than or equal to0.00% andless than or equal to5.00%(the “Accrual Range”); and“D” = the total number of U.S. Government Securities Business Days in the applicable interest period.In no event will the interest rate applicable to any interest period during the Floating Rate Period be greater than 9.25% per annum or less than 0.00% perannum. The interest rate for each interest period will be rounded, if necessary, to five decimal places. See “Summary—Interest Rates” on page PS-5. We have the right to redeem all, but not less than all, of the notes on any Call Date for an amount equal to 100% of the principal amount, plus any accrued andunpaid interest. The “Call Dates” will be each Interest Payment Date beginning on December 12, 2027 and ending on September 12, 2045. No further amounts willbe payable following an early redemption. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to the principal amount of the notes, plus any accrued butunpaid interest.The notes will not be listed on any securities exchange. The notes will be issued in denominations of $1,000 and whole multiples of $1,000. The initial estimated value of the notes will be less than the public offering price.The initial estimated value of the notes as of the pricing date is expected to bebetween $880.00 and $965.00 per $1,000 in principal amount. See “Summary” beginning on page PS-4 of this pricing supplement, “Risk Factors” beginning onpage PS-9 of this pricing supplement and “Structuring the Notes” on page PS-23 of this pricing supplement for additional information. The actual value of yournotes at any time will reflect many factors and cannot be predicted with accuracy. There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. Potential purchasers of the notes shouldconsider the information in “Risk Factors” beginning on page PS-9 of this pricing supplement, page S-6 of the accompanying prospectus supplement, and page 7 of the accompanyingprospectus. Certain dealers who purchase notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price to public for investorspurchasing the notes in these accounts may be as low as $965.00 (96.50%) per $1,000 in principal amount of the notes. See “Supplemental Plan of Distribution; Role of BofAS and Confli