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(2025-12-15版) - 发现报告

美国银行美股招股说明书(2025-12-15版)

2025-12-15美股招股说明书大***
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美国银行美股招股说明书(2025-12-15版)

(To Prospectus dated December 8, 2025,Prospectus Supplement dated December 8, 2025 andProduct Supplement EQUITY-1 dated December 8, 2025)Dated December 11, 2025 BofA Finance LLC$12,050,410 Trigger Autocallable GEARS Linked to the KraneShares CSI China Internet ETF Due December 14, 2028Fully and Unconditionally Guaranteed by Bank of America CorporationInvestment Description The Trigger Autocallable GEARS (the “Notes”) linked to the KraneShares CSI China Internet ETF (the “Underlying”) due December 14, 2028 are senior unsecured obligations issued by BofA Finance LLC (“BofA Finance”), a consolidatedfinance subsidiary of Bank of America Corporation (“BAC” or the “Guarantor”), which are fully and unconditionally guaranteed by the Guarantor. If on the Observation Date theCurrent Underlying Price is greater than or equal to the Autocall Barrier, which is a price of the Underlying equal to a percentage of the Initial Value, as indicated below, then we will automatically call the Notes and pay you a Call Price equal to the Stated Principal Amount plus a Call Return based on the Call Return Rate, and no further amounts will be owed to you. If the Notes arenot automatically called on the Observation Date, and the Underlying Return is positive, BofA Finance will repay the Stated Principal Amount of the Notes at maturity plus a return equal to the UnderlyingReturn multiplied by the Upside Gearing of 1.7275. If the Notes are not automatically called on the Observation Date, and both (i) the Underlying Return is zero or negative and (ii) the Final Value isgreater than or equal to the Downside Threshold of 75% of the Initial Value, BofA Finance will repay the Stated Principal Amount of the Notes at maturity. However, if the Notes are not automaticallycalled on the Observation Date, and both (i) the Underlying Return is negative and (ii) the Final Value is less than the Downside Threshold, you will receive less than the Stated Principal Amount at Investing in the Notes involves significant risks.You will not receive coupon payments during the approximate 3 year term of the Notes. You may lose all or a substantial portion of your initialinvestment.You will not receive dividends or other distributions paid on any shares or units of the Underlying or on the stocks included in the Underlying.The Contingent Repayment of Principalapplies only if you hold the Notes to maturity.Any payment on the Notes, including any repayment of the Stated Principal Amount, is subject to the creditworthiness of BofA Finance and theGuarantor and is not, either directly or indirectly, an obligation of any third party. Automatic Call Feature— We will automatically call the Notes for a Call Price equal to the Stated Principal Amount plus a CallReturn based on the Call Return Rate if theCurrent Underlying Price is greater than or equal to the Autocall Barrier on theObservation Date (occurring approximately one year after issuance).Enhanced Growth Potential—If the Notes have not been automatically called and the Underlying Return is positive, BofAFinance will repay the Stated Principal Amount of the Notes at maturity plus a return equal to the Underlying Returnmultiplied by the Upside Gearing. The Upside Gearing feature will provide leveraged exposure to the positive performance of See “Supplement to the Plan of Distribution; Role ofBofAS and Conflicts of Interest” in this pricingsupplement for additional information.See page PS-5 for additional details. Any payment on the Notes is subject to the creditworthiness of BofA Finance and the Guarantor.NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. BOFA FINANCE IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL AMOUNT OF THE STATED PRINCIPAL AMOUNT AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF ALL OR A SUBSTANTIAL PORTION OFYOUR INVESTMENT. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BOFA FINANCE THAT IS GUARANTEED BY BAC.YOU SHOULD NOT YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “RISK FACTORS’’ BEGINNING ON PAGE PS-7 OF THIS PRICING SUPPLEMENT, PAGE PS-3 OF THE ACCOMPANYING PRODUCTSUPPLEMENT, PAGE S-7 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 7 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OFTHOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE A SIGNIFICANT PORTION OF YOURINITIAL INVESTMENT IN THE NOTES.THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE AND MAY HAVE LIMITED OR NO LIQUIDITY. Notes Offering We are offering Trigger Autocallable GEARS linked to the KraneShares CSI China Internet ETF due December 14, 2028. Any payment on the Notes will be based on the performance of the Underlying. TheNotes are our senior unsecured obligations, guaranteed by BAC, and are offered for a minimum inve