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Bank of America Corporation and its subsidiary BofA Finance LLC provide a prospectus covering certain outstanding senior debt securities previously issued and registered under earlier shelf registrations. The document is intended mainly for use by Bank of America’s broker-dealer affiliates, including BofA Securities, Inc., to facilitate offers and sales of these existing securities in the secondary market at prices related to market levels at the time of sale.
The securities and related guarantees are unsecured obligations, are not bank deposits, are not guaranteed by Bank of America, N.A. or any other bank, and are not insured by the FDIC or any government agency, so investors can lose principal. Neither Bank of America nor BofA Finance will receive any proceeds from these secondary-market sales. The prospectus incorporates by reference Bank of America’s SEC filings, including its Form 10-K for the year ended December 31, 2024, and includes standard forward-looking statement cautions and the audit opinion of PricewaterhouseCoopers LLP.
Bank of America’s BofA Finance is offering Auto-Callable Enhanced Return Dual Directional Notes linked to the worst performer between Amazon (AMZN) and Apple (AAPL). The notes have a term of about 3 years, a $1,000 minimum denomination, and are fully and unconditionally guaranteed by Bank of America Corporation.
The public offering price is $1,000 per note, with an underwriting discount of $25 and proceeds of $975 to BofA Finance. The initial estimated value on the pricing date is expected to range from $920 to $970 per $1,000, reflecting internal funding and hedging costs, so buyers pay more than this estimated value.
The notes can be automatically called on December 30, 2026 if each stock’s observation value is at or above its call value, paying $1,310 per $1,000 on January 5, 2027. Otherwise, at maturity investors receive a redemption amount based on the “least performing” stock, with 150% upside participation and dual-directional features around a 70% threshold and 100% redemption barrier, as illustrated in the payout table. All payments depend on the credit of BofA Finance and Bank of America and carry complex structural, market, conflict and tax risks.
BofA Finance LLC, guaranteed by Bank of America Corporation, is offering $1,013,000 of approximately 3‑year Contingent Income (with Memory Feature) Auto‑Callable Yield Notes at $1,000 each, linked to the least performing of Arista Networks, Monolithic Power Systems and PayPal common stock.
Holders receive monthly contingent coupons of $18.334 per $1,000 only when every stock closes at or above its coupon barrier, set at 60% of its starting value; missed coupons can be paid later if conditions are met. Beginning with the December 3, 2026 Call Observation Date, all notes are automatically called at $1,000 plus the applicable coupon if each stock is at or above its Call Value, equal to its starting value.
If not called, at maturity investors receive $1,000 per note plus any final coupon if the least performing stock finishes at or above its 60% threshold, but principal is reduced in line with that stock’s decline below the threshold and can be lost in full. The notes are unsecured senior debt obligations, not FDIC‑insured, and their initial estimated value is $977.10 per $1,000, lower than the public offering price due to internal funding and hedging costs.
Bank of America (BAC) insider reports charitable stock gift
A Bank of America officer, identified as the Chief Operations Executive, reported a transaction involving the company’s common stock. On 12/03/2025, the insider made a charitable gift of 3,000 shares of Bank of America common stock, reported with transaction code G, at a stated price of $0 per share. After this gift, the insider directly beneficially owns 207,531 shares of Bank of America common stock.
The filing is a Form 4 submitted for a single reporting person and notes that the disposition reflects a charitable contribution, rather than an open-market sale. No derivative securities transactions were reported.
BofA Finance LLC, fully guaranteed by Bank of America Corporation, is offering $2,298,000 of Trigger Callable Yield Notes linked to the least performing of the S&P 500 Index and Nasdaq-100 Index, maturing March 8, 2027. The Notes pay a fixed coupon at a rate of 7.45% per annum, with monthly payments, regardless of index performance, unless the Notes are called.
Starting in March 2026, the issuer may, in its sole discretion, call the Notes on monthly Call Dates and repay the $10 Stated Principal Amount per Note plus the applicable coupon, after which no further payments are made. If the Notes are not called and, on the Final Observation Date, the least performing index is at or above 70% of its Initial Value (the Downside Threshold), investors receive full principal back plus the final coupon.
If, at maturity, the least performing index closes below its Downside Threshold, investors are fully exposed to its downside: the maturity payment is $10 multiplied by (1 + the index return), plus the final coupon, and can be reduced to zero, meaning loss of the entire principal. The Notes are senior unsecured obligations of BofA Finance, guaranteed by BAC, are not FDIC insured, will not be listed on an exchange, and may have limited or no secondary market liquidity. Minimum investment is 100 Notes, or $1,000.
BofA Finance, guaranteed by Bank of America Corporation, is offering Digital Return Notes linked to the least performing of the Russell 2000 Index and the S&P 500 Index. The notes have a term of about 13 months and a $1,000.00 minimum denomination.
At maturity, each note pays a fixed $1,080.00 (an 8.00% return) per $1,000.00 if the worst-performing index is at least 63.00% of its starting level on the valuation date. If that index finishes below the 63.00% threshold, the redemption amount drops in line with the index level and can fall to $0.00, so investors may lose their entire principal. The initial estimated value is expected to range from $930.00 to $980.00 per $1,000.00 note, below the public offering price, reflecting internal funding rates, hedging costs, fees and dealer compensation. All payments depend on the credit of BofA Finance and Bank of America Corporation.
BofA Finance, guaranteed by Bank of America, is offering senior unsecured Contingent Income Auto-Callable Yield Notes linked to the least performing of the iShares 20+ Year Treasury Bond ETF (TLT) and iShares Silver Trust (SLV).
The notes have a term of about three years, auto-callable monthly from June 2026 if both ETFs are at or above their starting values. Investors may receive a contingent coupon of at least $7.917 per $1,000 (at least 0.7917% per month, 9.50% per year) for each monthly observation on which both underlyings stay at or above 70% of their starting levels.
If the notes are not called and the worst-performing ETF finishes at or above 70% of its start, holders get full principal back plus the final coupon. If it finishes below 70%, repayment is reduced in line with the decline and up to 100% of principal can be lost. The initial estimated value is expected between $910 and $960 per $1,000, below the $1,000 public offering price, and the notes are subject to the credit risk of BofA Finance and BAC and are not FDIC insured.
BofA Finance is offering senior unsecured auto-callable notes linked to the least performing of the Russell 2000 Index and the S&P 500 Index, fully and unconditionally guaranteed by BAC. Each note has a $1,000 public offering price, with a $25 underwriting discount and $975 in proceeds to BofA Finance. The initial estimated value on the pricing date is expected between $910 and $960 per $1,000, reflecting BAC’s internal funding rate and hedging costs.
The notes run for about five years, auto-callable annually from December 14, 2026 if both indices are at or above 100% of their starting values, paying call amounts per $1,000 of $1,098.50, $1,197.00, $1,295.50, or $1,394.00. If not called, and the least-performing index is at or above its redemption barrier, the examples use a redemption amount of $1,492.50 per $1,000. If it finishes between 90% and 100% of its starting value, only principal is returned; below 90%, repayment is reduced in line with the loss and investors can lose up to 100% of their investment. All payments are subject to the credit risk of BofA Finance and BAC and are not FDIC insured.
BofA Finance, guaranteed by Bank of America Corporation, is offering Contingent Income (with Memory Feature) Auto-Callable Yield Notes linked to Alphabet Class C, Adobe, NVIDIA and UnitedHealth common stock. The notes have an approximately 5-year term and are linked to the least performing stock.
Investors pay a public offering price of $1,000.00 per note, with an underwriting discount of $40.00 and initial estimated value between $900.00 and $950.00 per $1,000.00. Monthly Contingent Coupon Payments of $11.667 per $1,000.00 are paid only if each stock closes at or above its 50.00% Coupon Barrier, with a memory feature that can make up missed coupons later. Beginning June 10, 2026, the notes are automatically called if each stock is at or above 100.00% of its Starting Value, returning $1,000.00 plus the due coupon. If not called, and the least performing stock finishes below its 50.00% Threshold Value, repayment of principal is reduced in line with that decline and can fall to zero. All payments depend on the credit of BofA Finance and BAC.
BofA Finance, fully guaranteed by Bank of America Corporation, is offering approximately 5-year Buffered Auto-Callable Notes linked to the iShares Silver Trust (SLV). Each Note has a $1,000 public offering price, with an underwriting discount of $30 and initial proceeds of $970 per Note to BofA Finance. The initial estimated value on the pricing date is expected to range from $880 to $940 per $1,000, reflecting internal funding and hedging costs.
The Notes may be automatically called starting in 2026 if SLV is at or above the call level, with scheduled call payments from $1,145 to $1,580 per $1,000. If held to maturity and not called, investors receive $1,725 per $1,000 if SLV is at or above the Redemption Barrier, return principal if SLV stays at or above 80% of its starting value, and can lose up to 80% of principal if SLV falls below that threshold. All payments depend on the performance of SLV and the credit risk of BofA Finance and BAC.