美国银行美股招股说明书(2025-12-18版)

Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®500®Index •The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® Contingent coupon rate of 6.75% per annum (0.5625% per month) payable monthly if the closing level ofeachUnderlying on the applicable Observation Date isgreater than or equal to 75.00% of its Starting Value, assuming the Notes have not been called. 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principal at risk; otherwise, at maturity, you will receivethe principal amount. At maturity you will also receive a final Contingent Coupon Payment if the closing level ofeachUnderlying on the final Observation Date isgreater than or equal to 75.00% of its Starting Value. The initial estimated value of the Notes as of the pricing date is $986.10 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-24of 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-3 of the accompanying product supplement, page S-7 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. 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 $992.50 per $1,000.00 in (3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $2.50 per $1,000.00 in principal amount of theNotes in connection with the distribution of the Notes to other registered broker-dealers. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®S&P 500®Index 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 Underlyings. 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 typically lower than the rate itwould pay when it issues conventional fixedor floating rate debt securities. This difference in funding rate, as well as the underwriting discount, if any, the referralfee and the hedging related charges described below (see “Risk Factors” beginning on page PS-9), reduced the economic terms of the Notes to you and the The initial estimated value of the Notes as of the pricing date is set forth on the cover page of this pricing supplement. For more information about the initialestimated value and the structuring of the Notes, see “Risk Factors” beginning on page PS-9and “Structuring the Notes” on page PS-24. Contingent Coupon Payment and Redemption Amount Determination Total Contingent Coupon Payment Examples The table below illustrates the hypothetical total Contingent Coupon Payments per $1,000.00 in principal amount of Notes over the term of the Notes, based onthe Contingent Coupon Payment of $5.625, depending on how many Contingent Coupon Payments are payable prior to an Optional Early Redemption ormaturity. Depending on the performance of the Underlyings, you may not receive any Contingent Coupon Payments during the term of the Notes. Hypothetical Payout Profile and Examples of Payments at Maturity Contingent Income Issuer Callable Yield Notes Table The following table is for purposes of illustration only. It assumes the Notes have not been called prior to maturity and is based onhypotheticalvalues andshowshypotheticalreturns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on the Notes based on a hypotheticalStarting Value of 100 for the Least Performing Underlying, a hypothetical Coupon Barrier of 75 for the Least Performing Underlying, a hypothetical ThresholdValue of 55 for the Least Performing Underlying, the Contingent Coupon Payment of $5.625 per $1,000.00 in principal amo