09/30/2025 | Press release | Distributed by Public on 09/30/2025 13:17
This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Notes in any country or jurisdiction where such an offer would not be permitted.
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The Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100® Index and the S&P 500® Index, due October 29, 2026 (the "Notes") are expected to price on October 24, 2025 and expected to issue on October 29, 2025.
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Approximate 12 month term if not called prior to maturity.
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Payments on the Notes will depend on the individual performance of the Market Guard Top 100 Index, the Nasdaq-100® Index and the S&P 500® Index (each an "Underlying").
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A fixed coupon rate of 8.50% per annum (0.7084% per month) payable monthly, assuming the Notes have not been called.
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Beginning on April 29, 2026, callable monthly at our option for an amount equal to the principal amount plus the Fixed Coupon Payment.
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Assuming the Notes are not called prior to maturity, if any Underlying declines by more than 30% from its Starting Value, at maturity your investment will be subject to 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 receive the principal amount. At maturity you will also receive the final Fixed Coupon Payment regardless of the performance of the Least Performing Underlying.
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All payments on the Notes are subject to the credit risk of BofA Finance LLC ("BofA Finance" or the "Issuer"), as issuer of the Notes, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Notes.
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The Notes will not be listed on any securities exchange.
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CUSIP No. 09711MF31.
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Public Offering Price(1)
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance(2)
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Per Note
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$1,000.00
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$2.50
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$997.50
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Total
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(1)
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Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $997.50 per $1,000.00 in principal amount of Notes.
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(2)
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The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $2.50, resulting in proceeds, before expenses, to BofA Finance of as low as $997.50 per $1,000.00 in principal amount of Notes.
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Are Not FDIC Insured
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Are not Bank Guaranteed
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May Lose Value
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Selling Agent
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Issuer:
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BofA Finance
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Guarantor:
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BAC
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Denominations:
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The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.
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Term:
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Approximately 12 months, unless previously called.
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Underlyings:
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The Market Guard Top 100 Index (Bloomberg symbol: "MGX100"), the Nasdaq-100® Index (Bloomberg symbol: "NDX") and the S&P 500® Index (Bloomberg symbol: "SPX"), each a price return index.
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Pricing Date*:
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October 24, 2025
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Issue Date*:
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October 29, 2025
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Valuation Date*:
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October 26, 2026, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating to Calculation Days" in the accompanying product supplement.
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Maturity Date*:
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October 29, 2026
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Starting Value:
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With respect to each Underlying, its closing level on the pricing date.
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Ending Value:
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With respect to each Underlying, its closing level on the Valuation Date.
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Threshold Value:
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With respect to each Underlying, 70.00% of its Starting Value.
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Fixed Coupon Payment:
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Provided that the Notes have not been previously called, we will pay a monthly Fixed Coupon Payment of $7.084 per $1,000.00 in principal amount of Notes (equal to a rate of 0.7084% per month or 8.50% per annum) on the applicable Fixed Payment Date (including the Maturity Date).
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Optional Early Redemption:
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On any monthly Call Payment Date, we have the right to redeem all (but not less than all) of the Notes at the Early Redemption Amount. No further amounts will be payable following an Optional Early Redemption. We will give notice to the trustee at least five business days but not more than 60 calendar days before the applicable Call Payment Date.
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Early Redemption Amount:
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For each $1,000.00 in principal amount of Notes, $1,000.00, plus the applicable Fixed Coupon Payment.
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Redemption Amount:
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If the Notes have not been called prior to maturity, the Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Least Performing Underlying is greater than or equal to its Threshold Value:
b) If the Ending Value of the Least Performing Underlying is less than its Threshold Value:
In this case, the Redemption Amount (excluding the final Fixed Coupon Payment) will be less than 70.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.
The Redemption Amount will also include the final Fixed Coupon Payment regardless of the performance of the Least Performing Underlying.
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Fixed Payment Dates*:
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As set forth beginning on page PS-4
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-2
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Call Payment Dates*:
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As set forth beginning on page PS-5. Each Call Payment Date is also a Fixed Payment Date.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Selling Agent:
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BofAS
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CUSIP:
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09711MF31
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Underlying Return:
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With respect to each Underlying,
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Least Performing Underlying:
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The Underlying with the lowest Underlying Return.
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Events of Default and Acceleration:
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If an Event of Default, as defined in the senior indenture relating to the Notes and in the section entitled "Description of Debt Securities of BofA Finance LLC-Events of Default and Rights of Acceleration; Covenant Breaches" on page 54 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption "Redemption Amount" above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third Trading Day prior to the date of acceleration. The final Fixed Coupon Payment will be prorated by the calculation agent to reflect the length of the final fixed payment period. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-3
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Fixed Payment Dates
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November 28, 2025
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December 30, 2025
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January 29, 2026
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February 27, 2026
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March 27, 2026
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April 29, 2026
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May 29, 2026
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June 29, 2026
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July 29, 2026
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August 27, 2026
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September 29, 2026
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October 29, 2026 (the "Maturity Date")
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-4
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Call Payment Dates
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April 29, 2026
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May 29, 2026
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June 29, 2026
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July 29, 2026
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August 27, 2026
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September 29, 2026
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-5
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-6
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Ending Value of the Least Performing Underlying
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Underlying Return of the Least Performing Underlying
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Redemption Amount per Note (including the final Fixed Coupon Payment)
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Return on the Notes(1)
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160.00
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60.00%
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$1,007.084
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0.7084%
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150.00
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50.00%
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$1,007.084
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0.7084%
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140.00
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40.00%
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$1,007.084
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0.7084%
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130.00
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30.00%
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$1,007.084
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0.7084%
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120.00
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20.00%
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$1,007.084
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0.7084%
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110.00
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10.00%
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$1,007.084
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0.7084%
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105.00
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5.00%
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$1,007.084
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0.7084%
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102.00
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2.00%
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$1,007.084
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0.7084%
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100.00(2)
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0.00%
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$1,007.084
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0.7084%
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90.00
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-10.00%
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$1,007.084
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0.7084%
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80.00
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-20.00%
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$1,007.084
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0.7084%
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70.00(3)
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-30.00%
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$1,007.084
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0.7084%
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69.99
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-30.01%
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$706.984
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-29.3016%
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60.00
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-40.00%
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$607.084
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-39.2916%
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50.00
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-50.00%
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$507.084
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-49.2916%
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0.00
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-100.00%
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$7.084
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-99.2916%
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(1)
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The "Return on the Notes" is calculated based on the Redemption Amount and final Fixed Coupon Payment, not including any Fixed Coupon Payments paid prior to maturity.
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(2)
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The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only and does not represent a likely Starting Value of any Underlying.
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(3)
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This is the hypothetical Threshold Value of the Least Performing Underlying.
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-7
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Your investment may result in a loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on the Notes at maturity. If the Notes are not called prior to maturity and the Ending Value of any Underlying is less than its Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying and you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.
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Your return on the Notes is limited to the return represented by the Fixed Coupon Payments over the term of the Notes. Your return on the Notes is limited to the Fixed Coupon Payments paid over the term of the Notes, regardless of the extent to which the Ending Value of any Underlying exceeds its Starting Value. Similarly, the amount payable at maturity or upon an Optional Early Redemption will never exceed the sum of the principal amount and the Fixed Coupon Payment, regardless of the extent to which the Ending Value of any Underlying exceeds its Starting Value. In contrast, a direct investment in the securities included in one or more of the Underlyings would allow you to receive the benefit of any appreciation in their values. Any return on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid or distributions made on them.
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The Notes are subject to Optional Early Redemption, which would limit your ability to receive the Fixed Coupon Payments over the full term of the Notes. On each Call Payment Date, at our option, we may call your Notes in whole, but not in part. If the Notes are called prior to the Maturity Date, you will be entitled to receive the Early Redemption Amount on the applicable Call Payment Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity to continue to receive Fixed Coupon Payments after the date of the Optional Early Redemption. If the Notes are called prior to the Maturity Date, you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the Notes. Even if we do not exercise our option to call your Notes, our ability to do so may adversely affect the market value of your Notes. It is our sole option whether to call your Notes prior to maturity on any such Call Payment Date and we may or may not exercise this option for any reason. Because of this Optional Early Redemption potential, the term of your Notes could be anywhere between six and twelve months.
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Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same Maturity Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money. In addition, if interest rates increase during the term of the Notes, the Fixed Coupon Payment may be less than the yield on a conventional debt security of comparable maturity.
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The Redemption Amount will not reflect changes in the levels of the Underlyings other than on the Valuation Date. The levels of the Underlyings during the term of the Notes other than on the Valuation Date will not affect the Redemption Amount. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlyings while holding the Notes, as the performance of the Underlyings may influence the market value of the Notes. The calculation agent will calculate the Redemption Amount by comparing only the Threshold Value to the Ending Value for each Underlying. No other levels of the Underlyings will be taken into account. As a result, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying is less than its Threshold Value, you will receive less than the principal amount at maturity even if the level of each Underlying was always above its Threshold Value prior to the Valuation Date.
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Because the Notes are linked to the least performing (and not the average performance) of the Underlyings, you may not receive any return on the Notes and may lose a significant portion or all of your investment in the Notes even if the Ending Value of one Underlying is greater than or equal to its Threshold Value. Your Notes are linked to the least performing of the Underlyings, and a change in the level of one Underlying may not correlate with changes in the levels of the other Underlyings. The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the level of one Underlying could be offset to some extent by the appreciation in the levels of the other Underlyings. In the case of the Notes, the individual performance of each Underlying would not be combined, and the depreciation in the level of one Underlying would not be offset by any appreciation in the levels of the other Underlyings. Even if the Ending Value of an Underlying is at or above its Threshold Value, you will lose a significant portion or all of your investment in the Notes if the Ending Value of the Least Performing Underlying is below its Threshold Value.
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Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes in our or the Guarantor's creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-8
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the performance of the Underlyings. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be at any time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amount(s) payable under the terms of the Notes.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the Guarantor's perceived creditworthiness and actual or anticipated decreases in our or the Guarantor's credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S. Treasury securities (the "credit spread") prior to the Maturity Date may adversely affect the market value of the Notes. However, because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the values of the Underlyings, an improvement in our or the Guarantor's credit ratings will not reduce the other investment risks related to the Notes. |
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We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the Guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet our obligations under the Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited.
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The public offering price you pay for the Notes will exceed their initial estimated value. The range of initial estimated values of the Notes that is provided on the cover page of this preliminary pricing supplement, and the initial estimated value as of the pricing date that will be provided in the final pricing supplement, are each estimates only, determined as of a particular point in time by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of the Guarantor, the Guarantor's internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the Notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value. This is due to, among other things, changes in the levels of the Underlyings, changes in the Guarantor's internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, and the hedging related charges, all as further described in "Structuring the Notes" below. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates would be willing to purchase your Notes in any secondary market (if any exists) at any time. The value of your Notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlyings, our and BAC's creditworthiness and changes in market conditions.
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We cannot assure you that a trading market for your Notes will ever develop or be maintained. We will not list the Notes on any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or illiquid.
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Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the Notes and their market value. We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell the securities held by or included in the Underlyings, or futures or options contracts or exchange traded instruments on the Underlyings or those securities, or other instruments whose value is derived from the Underlyings or those securities. While we, the Guarantor or one or more of our other affiliates, including BofAS, may from time to time own securities represented by the Underlyings, except to the extent that BAC's common stock may be included in the Underlyings, we, the Guarantor and our other affiliates, including BofAS, do not control any company included in the Underlyings, and have not verified any disclosure made by any other company. We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their management. These transactions may adversely affect the levels of the Underlyings in a manner that could be adverse to your investment in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection with the Notes), may affect the levels of the Underlyings. Consequently, the levels of the Underlyings may change subsequent to the pricing date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also expect to engage in hedging activities that could affect the levels of the Underlyings on the pricing date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the |
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-9
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Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities will not adversely affect the levels of the Underlyings, the market value of your Notes prior to maturity or the amounts payable on the Notes.
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Notes and, as such, will make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
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The Notes are subject to risks associated with foreign securities markets. The NDX includes certain foreign equity securities. You should be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities markets comprising the NDX may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in these markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.
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The MGX100 has a limited operating history. The MGX100 was launched on April 22, 2025. Because the MGX100 has no live closing level history prior to that date, limited live historical closing level information will be available for you to consider in making an independent investigation of the MGX100's performance, which may make it difficult for you to make an informed decision with respect to your Notes. As a result, the return on your Notes may involve greater risk than those that are linked to an index with a more established record of performance.
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Hypothetical back-tested data relating to the MGX100 does not represent actual historical data and is subject to inherent limitations. The hypothetical back-tested performance of the MGX100 set forth under "The Underlyings-The Market Guard Top 100 Index- Historical Performance of the MGX100" is purely theoretical, does not represent the actual historical performance of the MGX100 and has not been verified by us or any of our affiliates, including BofAS. Alternative modeling techniques or assumptions may produce different hypothetical historical information that might prove to be more appropriate and that might differ significantly from the hypothetical historical information set forth under "The Underlyings-The Market Guard Top 100 Index- Historical Performance of the MGX100". In addition, back-tested, hypothetical historical results have inherent limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the benefit of hindsight. As with actual historical data, hypothetical back-tested data should not be taken as an indication of future performance.
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The MGX100 may not outperform the MerQube US Large Mid Cap Price Return Index (its "Parent Index"). The MGX100 uses an algorithm which was developed by and is proprietary to Market Guard, which assigns scores to constituents in its Parent Index in an attempt to identify constituents with the highest potential for outperformance relative to the constituents in its Parent Index. However, there is no assurance that the use of the proprietary algorithm / scoring system will actually identify constituents with high potential or actual outperformance relative to the constituents in the Parent Index. No assurance can be given that this investment strategy will be successful or that the MGX100 will outperform its Parent Index.
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The investment strategy represented by the MGX100 may not be successful, and the Notes may not be an appropriate investment for all investors seeking exposure to companies with the highest potential for outperformance relative to its Parent Index. The MGX100 uses a proprietary algorithm which assigns scores to constituents in its Parent Index in an attempt to identify constituents with the highest potential for outperformance relative to the constituents in its Parent Index. The proprietary algorithm/scoring system employs a set of more than 10 key indicators. These key indicators were selected through a preliminary analysis of over 100 fundamental and market metrics and were chosen for their perceived predictive strength. The key indicators are used to evaluate each stock within the Parent Index for potential inclusion in the MGX100. However, there is no assurance that the proprietary algorithm/scoring system will actually be effective in identifying constituents from the Parent Index with high potential for outperformance relative to the constituents in the Parent Index. There is no assurance that the MGX100 will outperform any other index or strategy that tracks its Parent Index or its constituent stocks selected using other criteria. The MGX100 may include constituents that differ significantly from those of alternative strategies with similar objectives, and may underperform such alternative strategies (and any other strategies), perhaps significantly. Accordingly, the investment strategy represented by the MGX100 may not be successful. Furthermore, the MGX100's investment strategy or criteria for following such investment strategy may change subsequent to your purchase of the Notes, and MerQube has no obligation to consider your interests in making any such changes. Before investing in the Notes, you should undertake
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-10
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independent investigation of the MGX100 to ensure you understand its investment strategy and criteria for following such investment strategy and understand that such strategy and criteria are subject to change. There is no assurance that the MGX100 will achieve any positive returns over any period.
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Notwithstanding that the title of the MGX100 includes the phrase "Top 100," the MGX100 may underperform its Parent Index and there is no guarantee that the MGX100 will actually identify the top 100 performing stocks from its Parent Index. Although the title of the MGX100 includes the phrase "Top 100," the MGX100 may decrease significantly more or increase significantly less than its Parent Index, and the Notes are not necessarily less risky than, and will not necessarily have better returns than, Notes linked to the Parent Index. The MGX100 attempts to identify stocks with the highest potential for outperformance relative to the constituents of its Parent Index based on a proprietary algorithm/scoring system. However, there is no guarantee that the stocks selected for inclusion in the MGX100 will actually outperform relative to the constituents of its Parent Index or that the MGX100 will outperform its Parent Index.
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As compared to other index administrators, MerQube retains significant control and discretionary decision-making over the MGX100, which may have an adverse effect on the level of the MGX100 and on your Notes. Pursuant to the MGX100's methodology, MerQube retains the right, from time to time, to exercise discretion in determining whether a market disruption event or index adjustment event has occurred with respect to the MGX100 and whether such market disruption event or index adjustment event affects the MGX100. If MerQube determines that a market disruption event and/or an index adjustment event has occurred and has affected the MGX100, MerQube retains discretion to take a number of actions with respect to the MGX100, such as deferring or suspending publication of the level of the MGX100 or making adjustments to the level of the MGX100 or the MGX100 methodology. See "The Underlyings-The Market Guard Top 100 Index-Market Disruption Events" and "The Underlyings-The Market Guard Top 100 Index-Index Adjustment Events" below. Although it is unclear how and to what extent this discretion could or would be exercised, it is possible that it could be exercised by MerQube in a manner that materially and adversely affects the level of the MGX100 and therefore the value of and/or payments on the Notes. MerQube is not obligated to, and will not, take account of your interests in exercising the discretion described above.
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The publisher or the sponsor of an Underlying may adjust that Underlying in a way that affects its levels, and the publisher or the sponsor has no obligation to consider your interests. The publisher or the sponsor of an Underlying can add, delete, or substitute the components included in that Underlying or make other methodological changes that could change its level. Any of these actions could adversely affect the value of your Notes.
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The U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the Notes. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities substantially similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as consisting of a put option and a deposit, as more fully described below under "U.S. Federal Income Tax Summary-General." If the Internal Revenue Service (the "IRS") were successful in asserting an alternative characterization for the Notes, the timing and character of income, gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled "U.S. Federal Income Tax Summary." You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the Notes.
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FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-11
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1.
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Investment Universe: the constituents of the Parent Index are used as the basis for selecting the potential Index Constituents of the MGX100.
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2.
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Dual Class Screening: In the event a company has multiple share classes in the Parent Index, a filter is applied in order to exclude secondary share classes. In this case only the share class with the highest average traded volume over the last 3 months will be kept.
|
3.
|
All key indicators / metrics (as described under "-Eligibility Criteria-Scoring" above) are calculated for every remaining stock in the Parent Index after step 2 is completed.
|
4.
|
A percentile score will be calculated for every key indicator / metric for every remaining stock in the Parent Index.
|
5.
|
The total score for each remaining stock in the Parent Index will be calculated by multiplying each percentile score for each key indicator / metric with the weighting assigned to such key indicator / metric. The stocks in the Parent Index are then ranked from highest to lowest score.
|
a)
|
First, the 10 stocks from the Parent Index with the highest Full Market Capitalization are chosen as Index Constituents. "Full Market Capitalization" for each stock in the Parent Index means the number of shares outstanding of such stock multiplied by its closing price. For the avoidance of doubt, the dual class screening described above is applied prior to selecting the 10 stocks with the highest Full Market Capitalization.
|
b)
|
Second, the 80 stocks with the highest score (according to total score) are chosen as Index Constituents. In the event that two stocks are at rank 80 and have the same total score, the stock with the higher free float market capitalization shall be chosen as an Index Constituent.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-12
|
c)
|
Third, up to 10 current Index Constituents are selected to remain as Index Constituents provided that such current Index Constituents are ranked within the top 100 according to total score. Current Index Constituents will be selected pursuant to this step from highest total score to lowest total score, subject to a cap of 10 selections pursuant to this step.
|
d)
|
If step 5(c) above does not account for 10 Index Constituents, the remaining Index Constituents required to get to a total of 100 Index Constituents will be selected from the Parent Index by selecting stocks that are not currently an Index Constituent and are ranked from 80 to 90 according to total score.
|
(i)
|
The initial Index Level was set to 1,000 on November 29, 2001;
|
(ii)
|
On each subsequent Business Day t, the Index Level is calculated using the following formula:
|
Index t
|
means the Index Level on Business Day t.
|
pi ,t
|
means the official closing price of Index Constituent i on its relevant exchange in respect of Business Day t.
|
n
|
means the number of Index Constituents in the MGX100 on Business Day t.
|
IS i,t
|
means the number of shares (the "Index Shares") in respect of Index Constituent i on Business Day t. The number of Index Shares in respect of an Index Constituent may be fractional. The number of Index Shares in respect of an Index Constituent i on Business Day t will equal:
(0)
If the Business Day immediately preceding Business Day t is a Rebalancing Day (as defined in "Index Maintenance - Rebalancing" below), the quotient of (a) the product of (i) the Index Level on such Rebalancing Day; (ii) the weight of Index Constituent i, expressed as a percentage, and calculated after the close of the Selection Day (as defined in "Index Maintenance - Rebalancing" below) immediately prior to such Rebalancing Day and (iii) the Index Divisor (as defined in "Index Maintenance - Rebalancing" below) in respect of such Rebalancing Day; divided by (b) the official closing price of Index Constituent i on its relevant exchange in respect of the Rebalancing Day immediately preceding Business Day t.
(0)
If the Business Day immediately preceding Business Day t is not a Rebalancing Day, the product of (a) the number of Index Shares of Index Constituent i in respect of the Business Day immediately preceding Business Day t and (b) the Adjustment Factor of Index Constituent i to be implemented on Business Day t.
The "Adjustment Factor" for each Index Constituent will be 1, subject to adjustment for certain corporate actions related to such Index Constituent. See "-Corporate Actions" below.
|
D t
|
means the Index Divisor on Business Day t, which is calculated as the product of (a) the Index Divisor in respect of the Business Day immediately preceding Business Day t and (b) the Index Divisor Adjustment Factor on Business Day t. When no corporate events have occurred resulting in a change in the Index Divisor, the "Index Divisor Adjustment Factor" will be set to 1. The "Index Divisor" is an integer which, in the context of the calculation of the MGX100, serves as a link to the original base period level of the MGX100. The index divisor keeps the MGX100 comparable over time and serves as a manipulation point for adjustments to the MGX100. See "Corporate Actions" below.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-13
|
●
|
MerQube observes on any Business Day that there has been a declaration of a general moratorium in respect of banking activities in any relevant jurisdiction.
|
●
|
the occurrence of an event that makes it impossible or not reasonably practicable on any Business Day for MerQube to obtain the value of any Index Constituent, or any other price or necessary information for purposes of calculating the Index Level in a manner acceptable to MerQube;
|
●
|
the administrator of an Index Constituent fails to announce or publish the price of such Index Constituent on a Business Day on which the price of such Index Constituent was scheduled to be announced or published;
|
●
|
the occurrence or existence of a lack of, or material decline in, the liquidity in the market for trading of any underlying of an Index Constituent on any Business Day;
|
●
|
a force majeure event;
|
●
|
any event that disrupts or impairs (as determined by MerQube acting in a reasonable manner) the ability of market participants in general to establish, maintain or unwind transactions in, or obtain market values for, futures, forwards, options, swaps or other over-the-counter derivative transactions indirectly included in and/or that may be used for hedging any Index Constituent;
|
●
|
a suspension, disruption, absence or material limitation imposed on trading by the relevant exchanges (or related exchanges(s)) or observed in any related over-the-counter market(s) or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant or related exchange(s) or otherwise in the futures, forwards, options, swaps or other over-the-counter derivative transactions indirectly included in and/or that may be used for hedging the MGX100;
|
●
|
the occurrence or existence of a lack of, or material decline in, the liquidity in the market for trading of any Index Constituent; or
|
●
|
any suspension of, or limitation imposed on, trading any Index constituent, or any tradable instrument, including forwards or options, in respect of an Index Constituent;
|
●
|
the occurrence or existence of, in respect of any Index Constituent, an early closure event; and/or
|
●
|
a closure of the money markets denominated in the relevant currency, or any other relevant currency as determined by MerQube other than for ordinary public holidays, or a restriction or suspension in trading in these markets that materially impacts any determination relevant to the construction or calculation of the MGX100 and the Index Level.
|
●
|
if the administrator of the disrupted Index Constituent publishes a closing price for the disrupted Business Day, to use such closing price to calculate and publish the Index Level for the disrupted Business Day;
|
●
|
defer or suspend the calculation and publication of the Index Level and any other information relating to the MGX100 until the next Business Day on which such Market Disruption Event has ceased;
|
●
|
make such determinations and/or adjustments in relation to (a) the methodology used to calculate the MGX100 as MerQube considers necessary in order to maintain the objectives of the MGX100, or (b) the Index Level of the MGX100 as MerQube considers appropriate in order to preserve the underlying objectives of the MGX100, including but not limited to calculating a substitute level for the MGX100 based on but not restricted to the last published price, level or value of any disrupted Index Constituent and such price, level or value may be zero, where, in the reasonable view of MerQube, this would give an objective and accurate determination;
|
●
|
make any adjustment or determination as it sees fit to the terms of the methodology or an Index Level in order to take into account the Market Disruption Event;
|
●
|
discontinue supporting the MGX100 or terminate the calculation of the Index Level and the publication of the Index Level for the MGX100 if MerQube determines that the foregoing measures would produce results that are not consistent with the objectives of the MGX100; and/or
|
●
|
if such Market Disruption Event persists for five consecutive Business Days immediately following the original Business Day on which such Market Disruption Event occurs, then MerQube shall determine what further actions it may reasonably take.
|
■
|
a change shall have been made to any of the Index Constituents or there shall have occurred any other event that would make the calculation of the MGX100 impossible or infeasible, technically or otherwise, or that makes the MGX100 non-representative of market prices of the Index Constituents or undermines the objectives of the MGX100;
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-14
|
■
|
the price of an Index Constituent has been calculated by reference to data that, in the determination of MerQube, does not reflect the true market trading prices, values or levels of such Index Constituent and/or the related component contract;
|
■
|
the imposition or removal of or change in any tax (including without limitation, any excise, severance, sales, use, value-added, transfer, stamp, documentary, recording or similar tax) on, or in relation to any Index Constituent or any component thereof, by any government or taxation authority, if the effect of such imposition, change or removal is to raise or lower the price, value or level at which such Index Constituent or any component thereof trades on the relevant exchange or in the relevant market on any relevant date from what it would have been without that imposition, change or removal; and/or
|
■
|
a change in law, such that (a) due to the adoption or announcement of any change in any applicable law or regulation (including, without limitation, any tax law or limitations on the repatriation of invested capital in the jurisdiction of the underlying), or (b) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), MerQube determines that the continued administration and distribution of the MGX100 is illegal or a materially different undertaking to administer
|
■
|
make such determinations and/or adjustments as MerQube considers necessary in order to maintain the objectives of the MGX100, in relation to (a) the methodology used to calculate the MGX100 or (b) its Index Level;
|
■
|
select, in its sole, good faith discretion, a successor Index Constituent to replace the Index Constituent affected by the Index Adjustment Event;
|
■
|
defer or suspend publication of the Index Level and any other information relating to the MGX100 until it determines that no Index Adjustment Event is continuing; and/or
|
■
|
discontinue supporting the MGX100 or terminate the calculation of its Index Level, subject to MerQube's index termination policies, if MerQube determines that the foregoing measures are not feasible or would produce results that are not consistent with the objectives of the MGX100.
|
Type of
Corporate Action |
Treatment
|
Mergers and Acquisitions
|
If MerQube is able to determine the surviving entity and:
●
An Index Constituent acquires a non-Index Constituent: No changes will be made to the weight of the Index Constituent.
●
A non-Index Constituent acquires an Index Constituent: The Index Constituent will be removed from the MGX100.
●
An Index Constituent acquires an Index Constituent: If a cash deal, the targeted Index Constituent will be removed from the MGX100 and its weight will be distributed pro-rata among the remaining Index Constituents. If a stock deal or a stock and cash deal, the targeted Index Constituent will be removed from the MGX100 and the shares of the acquiring Index Constituent will be increased based on the shares of the target Index Constituent and the terms of the deal. Any remaining weight of the target Index Constituent attributable to the cash portion of a cash and stock deal, or to the differences between the final market value of the target Index Constituent and its implied market value based on the terms of the deal in an all-stock deal, is distributed pro-rata to the remaining Index Constituents.
If MerQube is not able to determine the surviving entity and:
●
An Index Constituent merges with a non-Index Constituent: The shares held in the MGX100 representing the Index Constituent are converted to shares in the new entity based on the terms of the deal. If there is any remaining weight due to the cash terms of the deal, the remaining weight will be distributed pro rata to all remaining Index Constituents.
●
An Index Constituent merges with an Index Constituent: The shares held in the MGX100 representing each of the Index Constituents are converted to shares in the new entity based on the terms of the deal. If there is any remaining weight due to the cash terms of the deal, the remaining weight will be distributed pro rata to all remaining Index Constituents.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-15
|
Bankruptcies and Suspensions
|
If an Index Constituent declares bankruptcy, the Index Constituent will be deleted from the MGX100 after the close of business two Business Days from the date of the announcement, when possible. The Index Constituent is removed at the closing price on that date. If the Index Constituent is delisted prior to that time it is removed from the MGX100 at the final traded price or at a price of zero.
For Index Constituents that are suspended, the last closing price prior to suspension is carried forward until the Index Constituent resumes trading. For the duration of the suspension corporate actions with an ex-date during the suspension are delayed until the suspension is lifted and are implemented on the day trading in the Index Constituent resumes. Index Constituents that become long-term suspensions may be dropped from the MGX100. Index Constituents that are removed due to suspension are removed from the MGX100 at a price of zero.
|
Spin-offs
|
When a spin-off occurs, the new company will be added to the MGX100 if the parent company is an Index Constituent. The spin-off company will be added to the MGX100 at a zero price and at a share amount equal to the shares of the parent company multiplied by the terms of the spin-off. The spin-off will either be removed after the first day of trading or remain in the MGX100 on an ongoing basis and will be treated as any other Index Constituent at the next rebalancing. This determination is made based on the qualitative eligibility criteria of the MGX100 and not the quantitative eligibility of the MGX100.
|
Distribution of Existing Stock
|
If the distributed security is an Index Constituent, the shares of the Index Constituent will increase based on the number of shares of the company distributing these shares multiplied by the terms of the deal.
If the distributed security is not an Index Constituent, the treatment is like that of a spin-off. The distributed security is added to the MGX100 and will either be removed after the first day of trading or remain in the MGX100 on an ongoing basis and will be treated as any other constituent at the next rebalancing. As described in the section on spin-offs above, this determination is made based on the qualitative eligibility criteria of the MGX100 and not the quantitative eligibility of the MGX100.
|
Rights Issues
|
The number of Index Shares for the Index Constituent issuing the rights issue is equal to the old number of Index Shares multiplied by one plus the terms of the deal. The adjusted price for the Index Constituent is calculated as a weighted average of the price of the Index Constituent on the close before the ex-date and the offering price of the rights issue, where the weights applied to each price are determined by the terms of the deal
At the same time, since the market value of the MGX100 should not change due to the rights issue, the Index Shares of all the companies will be decreased on a pro rata basis such that the market value of the MGX100 on the close before the ex-date is same as the market value of the MGX100 after the inclusion of the rights issue.
|
Stock Splits, Stock Dividends, and Consolidations
|
●
Stock Split: Index Shares are increased based on the ratio of shares received in the split to shares held while the price decreases by the reciprocal of such ratio. The market capitalization of the Index Constituent remains unchanged.
●
Stock Dividends and Bonuses: Stock dividends and bonuses are treated in the MGX100 the same way as a stock split. Index Shares of the Index Constituent are increased, and the price of the Index Constituent is decreased based on the terms of the event. The market capitalization of the Index Constituent remains unchanged.
●
Consolidation: Index Shares are decreased based on the ratio of shares received in the consolidation to shares held while the price increases by the reciprocal of such ratio. The market capitalization of the Index Constituent remains unchanged.
|
Special Dividends
|
Special dividends are treated as adjustments to the closing price of the Index Constituent.
|
Returns of Capital
|
Returns of capital are treated as adjustments to the closing price of the Index Constituent. Due to the decrease in price, the weight of the Index Constituent issuing the return of capital decreases, with the relative weights of all remaining Index Constituents increasing on a pro rata basis.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-16
|
●
|
lack of interest in the MGX100;
|
●
|
discontinuation of input data and no viable replacement data;
|
●
|
release of a new index that the index committee determines to have the same objective and a better design to meet that objective than the MGX100; and/or
|
●
|
discontinuation of licensing rights.
|
I.
|
a minimum average daily trading volume of 10,000 over the last 12 months.
|
II.
|
a minimum liquidity ratio of 0.2 for potential new constituents, or 0.1 for existing constituents. The liquidity ratio will be calculated as the 12-month Total Value Traded per security divided by its Float Market Capitalization. The 12-month Total Value Traded will equal the product of the official closing price of such constituent and the total number of shares traded for each trading day of such company over the twelve-month period ending on the Parent Index Selection Day. For a company with less than twelve months of trading history, the full period from the first day of trading of such company is used.
|
III.
|
a minimum Float Factor of 0.15 for potential constituents, or 0.1 for existing constituents.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-17
|
●
|
If the immediately preceding Parent Index Business Day is also a Parent Index Rebalancing Day (as defined below), Parent Index Shares will be the product of (1) the Parent Index Level on such Parent Index Rebalancing Day and (2) the weight of the Parent Index Constituent, expressed as a percentage, and calculated after the close of the applicable Parent Index Selection Day or Parent Index Review Day, as determined based on the weighting rules, divided by the official closing price of the Parent Index Constituent on its relevant Exchange in respect of the Parent Index Rebalancing Day.
|
●
|
Otherwise, the Parent Index Shares will be the product of (1) the number of Parent Index Shares of such Parent Index Constituent in respect of the immediately preceding Parent Index Business Day and (2) the adjustment factor of the Parent Index Constituent to be implemented on the Parent Index Business Day. When no event resulting in a change in the Parent Index Constituent occurs, the adjustment factor for such Parent Index Constituent will be 1.
|
■
|
All eligible securities are sorted by their Full Market Capitalization as of the Parent Index Selection Day, whereas for securities that represent share classes of the same company, the combined company Full Market Capitalization will be used. From this list, the 900 largest companies are chosen as Parent Index Constituents.
|
■
|
In the next step the next largest companies from rank 901 through 1,100 are considered for inclusion. Current constituents of the Parent Index are chosen in order of ascending rank until 100 companies have been chosen. If there are less than 100 companies that are current constituents of the Parent Index with a rank between 901 through 1,100, then the companies that are not current constituents of the Parent Index are chosen in order of ascending rank until the total number of companies chosen equals 1,000.
|
■
|
On the Parent Index Review Day the number of Parent Index Constituents will be counted, and if exactly 1,000 companies are included, then no further action is performed.
|
■
|
If the Parent Index consists of more than 1,000 companies, then all companies are ranked according to their total market capitalization on the Parent Index Review Day and the smallest companies are excluded until 1,000 companies remain in the Parent Index.
|
■
|
If less than 1,000 companies are included in the Parent Index, then all eligible companies are sorted by their Full Market Capitalization as of the Parent Index Review Day and the largest eligible companies are added to the Parent Index in order of Full Market Capitalization until the total number of companies chosen equals 1,000.
|
■
|
For all companies in the Parent Index, all eligible securities of that company, based on the eligibility criteria, will be included in the Parent Index.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-18
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-19
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-20
|
•
|
the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);
|
•
|
the security must be of a non-financial company;
|
•
|
the security may not be issued by an issuer currently in bankruptcy proceedings;
|
•
|
the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
|
•
|
if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.;
|
•
|
the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NDX;
|
•
|
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
|
•
|
the issuer of the security must have "seasoned" on NASDAQ, the New York Stock Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it has been listed on a market for at least three full months (excluding the first month of initial listing).
|
•
|
the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
|
•
|
the security must be of a non-financial company;
|
•
|
the security may not be issued by an issuer currently in bankruptcy proceedings;
|
•
|
the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
|
•
|
if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S. (measured annually during the ranking review process);
|
•
|
the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month; and
|
•
|
the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-21
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-22
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-23
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-24
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-25
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-26
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-27
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-28
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-29
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-30
|
(i)
|
a put option (the "Put Option") written by you to us that, if exercised, requires you to pay us an amount equal to the Deposit (as defined below) in exchange for a cash amount based upon the performance of the Underlyings; and
|
(ii)
|
a deposit with us of a fixed amount of cash, equal to the issue price of the Note, to secure your obligation under the Put Option (the "Deposit") that pays you interest based on our cost of borrowing at the time of issuance (the "Deposit Interest").
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-31
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-32
|
•
|
the Non-U.S. Holder does not own, directly or by attribution, ten percent or more of the total combined voting power of all classes of our stock entitled to vote;
|
•
|
the Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
|
•
|
the Non-U.S. Holder is not a bank receiving interest under Section 881(c)(3)(A) of the Code;
|
•
|
the certification requirement described below has been fulfilled with respect to the beneficial owner; and
|
•
|
the payment is not effectively connected with the conduct by the Non-U.S. Holder of U.S. trade or business.
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-33
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-34
|
•
|
Product Supplement EQUITY-1 dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm
|
•
|
Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm
|
FIXED INCOME ISSUER CALLABLE YIELD NOTES | PS-35
|