美国银行美股招股说明书(2025-05-27版)

Preliminary Pricing Supplement - Subject to Completion (ToProspectus dated December 30, 2022and Series P MTN Prospectus Supplement dated December 30, 2022) Callable Zero Coupon Notes, due June 6, 2040 ●The notes are senior unsecured debt securities issued by Bank of America Corporation (“BAC”). All payments and the return of the principalamount on the notes are subject to our credit risk.●The notes will price on June 4, 2025. Subject to our redemption right, the notes will mature on June 6, 2040. ●The notes do not pay any interest.●We have the right to redeem all, but not less than all, of the notes on June 6, 2026, and on each subsequent Call Date (as defined on page PS- 2). The redemption price with respect to each Call Date is specified on page PS-2. ●If the notes are not redeemed, at maturity, you will receive $2,372.50 per note.●The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess of $1,000. ●The notes will not be listed on any securities exchange.●The CUSIP number for the notes is 06055JMC0. Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page S-6 ofthe attached prospectus supplement, and page 7 of the attached prospectus. (1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their sellingconcessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $985.00 (2) We or one of our affiliates may pay varying selling concessions of up to 1.50% in connection with the distribution of the notes toother registered broker-dealers. The notes are unsecured and unsubordinated obligations and are not savings accounts, deposits, or other obligations of a bank. The notes are notguaranteed by Bank of America, N.A. or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any other None of the Securities and Exchange Commission, nor any state securities commission, nor any other regulatory body hasapproved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the We will deliver the notes in book-entry form only through The Depository Trust Company on or about June 6, 2025 againstpayment in immediately available funds. Series P MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022 BofA Securities SUMMARY OF TERMS This pricing supplement supplements the terms and conditions in the prospectus, dated December 30, 2022, as supplemented by theSeries P MTN prospectus supplement, dated December 30, 2022 (as so supplemented, together with all documents incorporated byreference, the “prospectus”), and should be read with the prospectus. RISK FACTORS Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decisionto purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussedbelow, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not Structure-related Risks The notes do not pay interest.There will be no periodic interest payments on the notes as there would be on a conventionalfixed-rate or floating-rate debt security having the same maturity. Any return that you receive on the notes may be less than the returnyou would earn if you purchased a conventional debt security with the same maturity date. As a result, your investment in the notes The notes are subject to our early redemption.We may redeem all, but not less than all, of the notes on any Call Date on orafter June 6, 2026. In the event that we redeem the notes, you will receive the redemption price applicable to that Call Date. If youintend to purchase the notes, you must be willing to have your notes redeemed as early as the first Call Date. If we elect to redeem thenotes prior to maturity, we will do so at a time that is advantageous for us but when it may not be in your interest for us to do so. No If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in aninvestment with a return that is as high as the return on the notes would have been if they had not been redeemed, or that has a similar Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness areexpected to affect the value of the notes.The notes are our senior unsecured debt securities. As a result, your receipt of all paymentson the notes is dependent upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations, including our obligations underthe notes. Consequently, our pe