Primary Offering Prospectus (Form 424B2)

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The Auto-Callable Notes Linked to the S&P 500^® Futures 35% Volatility Compass TCA 6% Decrement Index ER, due December 24, 2030 (the "Notes") are expected to price on December 19, 2025 and expected to issue on December 24, 2025.

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Approximate 5 year term if not called prior to maturity.

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Payment on the Notes will depend on the performance of the S&P 500^® Futures 35% Volatility Compass TCA 6% Decrement Index ER (the "Underlying").

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Beginning with the December 22, 2026 Call Observation Date, automatically callable quarterly for an amount equal to the applicable Call Amount if, on the applicable Call Observation Date, the Observation Value of the Underlying is equal to or greater than the applicable Call Value. The Call Observation Dates and Call Amounts are indicated on page PS-4.

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Assuming the Notes are not called prior to maturity, if the Ending Value of the Underlying is greater than or equal to 60% of its Starting Value, at maturity, you will receive $1,812.50 per $1,000.00 in principal amount of your Notes.

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However, assuming the Notes are not called prior to maturity, if the Underlying declines by more than 40% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying, with up to 100% of the principal at risk.

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Any payment on the Notes is 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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No periodic interest payments.

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The Notes will not be listed on any securities exchange.

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CUSIP No. 09711NGH7.

Public Offering Price⁽¹⁾

Underwriting Discount⁽¹⁾⁽²⁾

Proceeds, before expenses, to BofA Finance⁽²⁾

Per Note

$1,000.00

$7.50

$992.50

Total

(1)

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 $992.50 per $1,000.00 in principal amount of Notes.

(2)

The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $7.50, resulting in proceeds, before expenses, to BofA Finance of as low as $992.50 per $1,000.00 in principal amount of Notes.

Are Not FDIC Insured

Are not Bank Guaranteed

May Lose Value

Selling Agent

Issuer:

BofA Finance

Guarantor:

BAC

Denominations:

The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.

Term:

Approximately 5 years, unless previously automatically called.

Underlying:

The S&P 500^® Futures 35% Volatility Compass TCA 6% Decrement Index ER (Bloomberg symbol: "SPFVC6TD"), a price return index.

Pricing Date*:

December 19, 2025

Issue Date*:

December 24, 2025

Valuation Date*:

December 19, 2030, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating to Observation Dates" in the accompanying product supplement.

Maturity Date*:

December 24, 2030

Starting Value:

The closing level of the Underlying on the pricing date.

Observation Value:

The closing level of the Underlying on the applicable Call Observation Date.

Ending Value:

The closing level of the Underlying on the Valuation Date.

Call Values:

With respect to the Underlying on the first Call Observation Date, 100.00% of the Starting Value;

With respect to the Underlying on the second Call Observation Date, 97.50% of the Starting Value;

With respect to the Underlying on the third Call Observation Date, 95.00% of the Starting Value;

With respect to the Underlying on the fourth Call Observation Date, 92.50% of the Starting Value;

With respect to the Underlying on the fifth Call Observation Date, 90.00% of the Starting Value;

With respect to the Underlying on the sixth Call Observation Date, 87.50% of the Starting Value;

With respect to the Underlying on the seventh Call Observation Date, 85.00% of the Starting Value;

With respect to the Underlying on the eighth Call Observation Date, 82.50% of the Starting Value;

With respect to the Underlying on the ninth Call Observation Date, 80.00% of the Starting Value;

With respect to the Underlying on the tenth Call Observation Date, 77.50% of the Starting Value;

With respect to the Underlying on the eleventh Call Observation Date, 75.00% of the Starting Value;

With respect to the Underlying on the twelfth Call Observation Date, 72.50% of the Starting Value;

With respect to the Underlying on the thirteenth Call Observation Date, 70.00% of the Starting Value;

With respect to the Underlying on the fourteenth Call Observation Date, 67.50% of the Starting Value;

With respect to the Underlying on the fifteenth Call Observation Date, 65.00% of the Starting Value; and

With respect to the Underlying on the sixteenth Call Observation Date, 62.50% of the Starting Value.

Redemption Barrier:

60.00% of the Starting Value.

Automatic Call:

Beginning with the December 22, 2026 Call Observation Date, all (but not less than all) of the Notes will be automatically called at an amount equal to the applicable Call Amount if the Observation Value of the Underlying is greater than or equal to the applicable Call Value on any Call Observation Date. If the Notes are automatically called, the applicable Call Amount will be paid on the applicable Call Payment Date. No further amounts will be payable following an Automatic Call.

AUTO-CALLABLE NOTES | PS-2

Redemption Amount:

If the Notes have not been automatically 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 Underlying is greater than or equal to the Redemption Barrier:

b) If the Ending Value of the Underlying is less than the Redemption Barrier:

In this case, the Redemption Amount will be less than 60.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.

Call Observation Dates*:

As set forth beginning on page PS-4

Call Payment Dates*:

As set forth beginning on page PS-4

Call Amounts (per $1,000.00 in principal amount):

As set forth beginning on page PS-4

Calculation Agent:

BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.

Selling Agent:

BofAS

CUSIP:

09711NGH7

Underlying Return:

Events of Default and Acceleration:

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" on page 51 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; provided that, if the event of default occurs on or prior to the Valuation Date (i.e., not during the period from after that Valuation Date to the original maturity date of the Notes), then the payment on the Notes will be determined as described above under the caption "-Automatic Call," calculated as if the next scheduled Call Observation Date were three Trading Days prior to the date of acceleration, and in such a case, the calculation agent shall pro-rate the applicable Call Amount according to the period of time elapsed between the issue date of the notes and the date of acceleration. 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.

AUTO-CALLABLE NOTES | PS-3

Call Observation Dates*

Call Payment Dates

Call Amounts (per $1,000.00 in principal amount)

Call Values**

December 22, 2026

December 28, 2026

$1,162.500

100.00%

March 19, 2027

March 24, 2027

$1,203.125

97.50%

June 21, 2027

June 24, 2027

$1,243.750

95.00%

September 20, 2027

September 23, 2027

$1,284.375

92.50%

December 20, 2027

December 23, 2027

$1,325.000

90.00%

March 20, 2028

March 23, 2028

$1,365.625

87.50%

June 20, 2028

June 23, 2028

$1,406.250

85.00%

September 19, 2028

September 22, 2028

$1,446.875

82.50%

December 19, 2028

December 22, 2028

$1,487.500

80.00%

March 19, 2029

March 22, 2029

$1,528.125

77.50%

June 20, 2029

June 25, 2029

$1,568.750

75.00%

September 19, 2029

September 24, 2029

$1,609.375

72.50%

December 19, 2029

December 24, 2029

$1,650.000

70.00%

March 19, 2030

March 22, 2030

$1,690.625

67.50%

June 20, 2030

June 25, 2030

$1,731.250

65.00%

September 19, 2030

September 24, 2030

$1,771.875

62.50%

AUTO-CALLABLE NOTES | PS-4

AUTO-CALLABLE NOTES | PS-5

Ending Value

Underlying Return

Redemption Amount per Note

Return on the Notes⁽¹⁾

160.00

60.00%

$1,812.50

81.25%

150.00

50.00%

$1,812.50

81.25%

140.00

40.00%

$1,812.50

81.25%

130.00

30.00%

$1,812.50

81.25%

120.00

20.00%

$1,812.50

81.25%

110.00

10.00%

$1,812.50

81.25%

105.00

5.00%

$1,812.50

81.25%

102.00

2.00%

$1,812.50

81.25%

100.00⁽²⁾

0.00%

$1,812.50

81.25%

90.00

-10.00%

$1,812.50

81.25%

80.00

-20.00%

$1,812.50

81.25%

70.00

-30.00%

$1,812.50

81.25%

60.00⁽³⁾

-40.00%

$1,812.50

81.25%

59.99

-40.01%

$599.90

-40.01%

50.00

-50.00%

$500.00

-50.00%

0.00

-100.00%

$0.00

-100.00%

(1)

The "Return on the Notes" is calculated based on the Redemption Amount.

AUTO-CALLABLE NOTES | PS-6

(2)

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 for the Underlying.

(3)

This is the hypothetical Redemption Barrier.

AUTO-CALLABLE 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 automatically called prior to maturity and the Ending Value of the Underlying is less than the Redemption Barrier, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying and you will lose 1% of the principal amount for each 1% that the Ending Value of the Underlying is less than the Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.

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Any positive investment return on the Notes is limited. You will not participate in any increase in the level of any Underlying. Any positive investment return is limited to the applicable Call Amount or the maximum Redemption Amount of $1,812.50 per $1,000.00 in principal amount of Notes, as applicable, if the Observation Value or Ending Value of the Underlying Stock is greater than or equal to the applicable Call Value or Redemption Barrier, as applicable, on any Call Observation Date or the Valuation Date, as applicable. In contrast, a direct investment in the securities included in the Underlying would allow you to receive the benefit of any appreciation in its value. 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. The return on the Notes may be less than a comparable investment directly in the securities held by or included in the Underlyings. There is no guarantee that the Notes will be called or, if not called, redeemed at maturity for more than the principal amount, and it is possible that you will not receive any positive return on the Notes.

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The Notes do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the Notes, regardless of the extent to which the Observation Value or Ending Value of the Underlying exceeds its Starting Value, Redemption Barrier or Call Value.

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The Notes are subject to a potential Automatic Call, which would limit your ability to receive further payment on the Notes. The Notes are subject to a potential Automatic Call. The Notes will be automatically called if, on any Call Observation Date, the Observation Value of the Underlying is greater than or equal to the applicable Call Value. If the Notes are automatically called prior to the Maturity Date, you will be entitled to receive the applicable Call Amount with respect to the applicable Call Observation Date and no further amounts will be payable following the Automatic Call. In this case, you will lose the opportunity to receive payment of any higher Call Amount or Redemption Amount that otherwise would be payable after the date of the Automatic Call. 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.

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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.

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The Call Amount or Redemption Amount, as applicable, will not reflect changes in the level of the Underlying other than on the Call Observation Dates or Valuation Date, as applicable. The level of the Underlying during the term of the Notes other than on the Call Observation Dates or Valuation Date, as applicable, will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlying while holding the Notes, as the performance of the Underlying may influence the market value of the Notes. The calculation agent will determine whether the Notes will be automatically called and will calculate the Call Amount or the Redemption Amount, as applicable, by comparing only the Starting Value, the applicable Call Value or the Redemption Barrier, as applicable, to the Observation Value or the Ending Value for the Underlying. No other level of the Underlying will be taken into account. As a result, if the Notes are not automatically called prior to maturity and the Ending Value of the Underlying is less than the Redemption Barrier, you will receive less than the principal amount at maturity even if the level of the Underlying was always above the Redemption Barrier prior to the Valuation Date.

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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, or any amounts payable on, the Notes. The Notes are our unsecured senior 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 the performance of the Underlying. 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

AUTO-CALLABLE NOTES | PS-8

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 value of the Underlying, 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 payment of our obligations under 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 level of the Underlying, 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 Underlying, 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 adversely 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 Underlying, or futures or options contracts or exchange traded instruments on the Underlying or those securities, or other listed or over-the-counter derivative instruments whose value is derived from the Underlying 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 Underlying, except to the extent that BAC's common stock may be included in the Underlying, we, the Guarantor and our other affiliates, including BofAS, do not control any company included in the Underlying, 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 level of the Underlying 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 adversely affect the level of the Underlying. Consequently, the level of the Underlying 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 adversely affect the level of the Underlying 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 adversely 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, the Underlying or the securities represented by the Underlying and may hold or resell the Notes, the Underlying or the securities represented by the Underlying. 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 level of the Underlying, the market value of your Notes prior to maturity or the amounts payable, if any, 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

AUTO-CALLABLE NOTES | PS-9

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 Underlying has limited actual historical performance. The Underlying was launched on September 5, 2025, therefore all levels of the Underlying prior to that date reflect hypothetical back-tested performance. As a result, limited actual historical Underlying level information is available for you to consider in making an independent investigation of the Underlying and its historical 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 indices with a more established record of actual performance.

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Hypothetical back-tested data relating to the Underlying does not represent actual historical data and is subject to inherent limitations, and the historical and hypothetical back-tested performance of the Underlying are not indications of future performance. The hypothetical back-tested performance of the Underlying set forth under "The Underlying- Historical Performance of the Underlying" does not represent the actual historical performance of the Underlying and has not been verified by us or any of our affiliates, including BofAS. Alternative modeling techniques or assumptions may produce significantly different results that might prove to be more appropriate. In addition, hypothetical back-tested performance measures have inherent limitations. Hypothetical back-tested performance is determined by means of a retroactive application of a back-tested model designed with the benefit of hindsight. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.

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In employing the target volatility strategy, the Underlying may decrease significantly more or increase significantly less than the Futures Contract. The Underlying is intended to provide exposure to an unfunded, rolling position in E-Mini S&P 500 Futures (the "Futures Contract"), subject to a target volatility strategy that systematically increases or decreases exposure to the Futures Contract multiple times per Index Calculation Day in an attempt to achieve a 35% annualized volatility target. The Underlying's exposure to the Futures Contract can be greater than, less than or equal to 100%. The performance of the Underlying is not taken into account when implementing the target volatility strategy and could result in leveraged exposure to the Futures Contract in a falling market or deleveraged exposure to the Futures Contract in a rising market. Therefore, in employing the target volatility strategy to attempt to achieve the volatility target, the Underlying may decrease significantly more or increase significantly less than the Futures Contract. Your Notes may be more risky than, or have worse returns than, Notes linked to the Futures Contract or a direct investment in the Futures Contract.

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The Underlying is subject to risks associated with the use of significant leverage. The Underlying will adjust its exposure to the Futures Contract multiple times per Index Calculation Day in an attempt to achieve a 35% annualized volatility target. The Underlying's exposure to the Futures Contract can be greater than, less than or equal to 100%. When the Underlying's exposure to the Futures Contract is greater than 100%, the Underlying will have leveraged exposure to the Futures Contract. It is expected that the Underlying will generally employ leverage, except during periods of elevated volatility. When leverage is employed, any movements in the price of the Futures Contract will result in greater changes in the level of the Underlying than if leverage were not used. In particular, the use of leverage will magnify any negative performance of the Futures Contract, which, in turn, would negatively affect the performance of the Underlying. Even though the Underlying's exposure to the Futures Contract is adjusted multiple times per Index Calculation Day, in situations where a significant increase in volatility is accompanied by a significant decline in the price of the Futures Contract, the level of the Underlying may decline significantly before the next window when the Underlying's exposure to the Futures Contract would be reduced.

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The level of the Underlying will be reduced by transaction costs and decrement costs embedded in the Underlying. The level of the Underlying is calculated multiple times per day and reflects the performance of a hypothetical investment in the Futures Contract less the associated transaction cost and decrement cost. The transaction cost and the decrement cost reduce the level of the Underlying during each intraday calculation window (each, a "Window"). The transaction cost for each Window equals the product of 0.01% and the difference (expressed as a positive number) between the exposure to the Futures Contract for the current Window and the exposure to the Futures Contract for the immediately preceding Window. The decrement cost for each Window is 6.00% per annum, calculated based on the number of days (which may be zero) between the end of the current Window and the end of the immediately preceding Window. Such costs will be incurred regardless of the level of exposure to the Futures Contract and regardless of the performance of the Futures Contract. Such costs will have the effect of reducing any positive performance of the Futures Contract (and, thereby, reduce the level of the Underlying) and will increase any negative performance of the Futures Contract (and, thereby, reduce the level of the Underlying). In cases where the exposure to the Futures Contract is less than 100%, the Underlying will have reduced (or no) exposure to the positive performance of the Futures Contract but the full transaction cost and decrement cost will still be assessed. As the transaction cost is dependent on the change in the leveraged exposure to the Futures Contract between Windows, the transaction cost will increase in periods where volatility is variable (i.e., periods where volatility increases or decreases from Window to Window). The level of the Underlying will not increase unless the performance of the Futures Contract, scaled by the prevailing exposure at each Window, is sufficiently positive to outpace the transaction cost and the decrement cost.

AUTO-CALLABLE NOTES | PS-10

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Changes in the Underlying's exposure to the Futures Contract between Windows may be limited. The Underlying will adjust its exposure to the Futures Contract for each Window. However, the Underlying's exposure to the Futures Contract for any Window will not be more than 25% higher or lower than the level of exposure determined for the immediately preceding Window. As a result, the Underlying may leverage up more slowly or deleverage less quickly as compared to similar indices without a similar limitation on exposure changes between Windows.

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The Underlying will not reflect the most current volatility of the Synthetic Asset. The Underlying is rebalanced for each Window in order to adjust its exposure to the Futures Contract. Exposure to the Futures Contract for the current Window will be based on the applicable realized volatility of a synthetic rolling position in E-Mini S&P 500 Futures (the "Synthetic Asset") which is scaled by a "Trend Factor" (as further described in "The Underlying" below), calculated up to the beginning of the immediately preceding Window. Exposure to the Futures Contract will not be rebalanced for the current Window based on the applicable realized volatility of the Synthetic Asset as of such current Window. As a result, the Underlying's exposure to the Futures Contract will remain unchanged for a given Window even if volatility changes significantly during the current Window. This could result in the Underlying having a high level of exposure to the Futures Contract even if volatility of the Synthetic Asset for the current Window is above the 35% volatility target or a low level of exposure to the Futures Contract even if the volatility of the Synthetic Asset for the current Window is below the 35% volatility target, each of which could have an adverse impact on the Notes. The Underlying may underperform a similar index which adjusts its exposure to the Futures Contract at some other frequency, such as daily or in real time based on current volatility, and may underperform a direct investment in the Futures Contract or a particular E-Mini S&P 500 Futures.

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There is no guarantee that the Underlying will achieve its volatility target. The exposure of the Underlying to the Futures Contract is subject to a maximum leverage factor of 500%, which may limit the ability of the Underlying to fully achieve its volatility target of 35% if achieving such volatility target would require a leverage factor in excess of 500%. Therefore, there is no guarantee that the Underlying will achieve its volatility target.

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The Underlying may have higher volatility than the Futures Contract. The Underlying employs a target volatility strategy that uses mathematical equations to target 35% annualized volatility. The strategy does not have a goal of achieving lower volatility than the Futures Contract. In fact, if the realized volatility of the Synthetic Asset is less than the volatility target, the exposure to the Futures Contract will be increased in an attempt to raise the volatility of the Underlying to 35 %. Any time the exposure to the Futures Contract is greater than 100%, the Underlying would be more volatile than the Futures Contract. It is expected that the Underlying will generally employ leverage, except during periods of elevated volatility.

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The Underlying's target volatility strategy does not necessarily mean that the Underlying will outperform the Futures Contract or that the Underlying will have positive performance. The Underlying employs a target volatility strategy that uses mathematical equations to target 35% annualized volatility. Even if the Underlying achieves its volatility target, there is no guarantee that the Underlying will outperform the Futures Contract or that the Underlying return will be positive. For example, if the performance of the Futures Contract remains stable or steadily decreases over time, its volatility target will not cause the Underlying to outperform the Futures Contract or result in a positive Underlying Return.

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Notes linked to the Underlying are not suitable for all investors and should be purchased only by investors who understand leverage risk. Notes linked to the Underlying are not suitable for all investors. In particular, Notes linked to the Underlying will entail leverage risk and should be purchased only by investors who understand leverage risk, including the risks inherent in providing up to 500% leveraged exposure to the Futures Contract. Investors should be aware that the use of leverage will magnify and accelerate any negative performance of the Underlying. For example, assuming the maximum exposure to the Futures Contract of 500% is applied to the Underlying in order to achieve its predefined volatility target, for every 1% decrease in the level of the Futures Contract, the level of the Underlying would decline by 5% (excluding any decline due to the application of the transaction cost and the decrement cost). Accordingly, any Note linked to the Underlying is only suitable for investors who understand and can bear the risks associated with up to 5 times magnified declines in the performance of the Underlying that result from declines in the level of the Futures Contract.

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There may be overexposure to the Futures Contract in falling stock markets or underexposure in rising stock markets. The Underlying's exposure to the Futures Contract for any Window is primarily determined by a targeted level of exposure (the "Target Participation Rate"), and pre-defined "participation change constraints" between Windows. The Target Participation Rate will be determined based on the volatility of the Synthetic Asset, a Trend Factor, and a Volatility Adjustment Factor (each as defined and as further described under "The Underlying-Determining the Participation Rate" below). A higher volatility of the Synthetic Asset, a lower Trend Factor, and/or a lower Volatility Adjustment Factor, will reduce the Target Participation Rate. Conversely, lower volatility of the Synthetic Asset, a higher Trend Factor, and/or a higher Volatility Adjustment Factor, will increase the Target Participation Rate. Since each of these three factors can move independently, the overall change in the level of exposure to the Futures Contract will be a result of the combined impacts of these factors. The level of exposure to the Futures Contract can be less than 100% (subject to a minimum of 0%) and up to a maximum of 500%. Please see "The Underlying-Determining the Participation Rate" below for details.

AUTO-CALLABLE NOTES | PS-11

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The Underlying's exposure to the Futures Contract may be less than 100%. The Underlying is rebalanced up to seven times during the day. When such rebalancing occurs, the Underlying's exposure to the Futures Contract may be less than 100%. If the Underlying's exposure to the Futures Contract is less than 100%, a portion of the Underlying will not be exposed to the return of the Futures Contract, and such portion of the Underlying will be considered to have earned no return during the period in which the exposure to the Futures Contract was less than 100%. The 6.00% per annum decrement cost and the transaction cost will be deducted when calculating the level of the Underlying for each Window, even when the Underlying's exposure to the Futures Contract is less than 100%.

•

The relative performance of the Underlying as compared to the Futures Contract may not be directly correlated. The Underlying's exposure to the Futures Contract is rebalanced multiple times per day for each Window. As a result, the Underlying performance over a period spanning more than one Window will depend on the leveraged returns of the Futures Contract during such period. Therefore, over such longer periods, the performance of the Underlying will differ, perhaps significantly, from the performance of the Futures Contract.

•

No assurance can be given that the investment strategy used to construct the Underlying will achieve its intended results or that the Underlying will be successful or will outperform any alternative index or strategy that might reference the Futures Contract. No assurance can be given that the investment strategy on which the Underlying is based will be successful or that the Underlying will outperform any alternative strategy that might be employed with respect to the Futures Contract. The Underlying has been developed based on predetermined rules that may not prove to be advantageous or successful, and that will not be adjusted for market conditions.

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The Underlying is subject to significant risks associated with E-Mini S&P 500 Futures. The Underlying provides exposure to an unfunded, rolling position in E-Mini S&P 500 Futures. The price of E-Mini S&P 500 Futures depends not only on the level of the S&P 500^® Index, which is the underlying index referenced by E-Mini S&P 500 Futures, but also on a range of other factors, including but not limited to the performance and volatility of the U.S. stock market, corporate earnings reports, geopolitical events, governmental and regulatory policies and the policies of the Chicago Mercantile Exchange (the "CME"). In addition, the futures markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. These factors and others can cause the prices of the underlying futures contract to be volatile and could adversely affect the level of the Underlying and any payments on, and the value of, your Notes.

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Higher future prices of the Futures Contract relative to its current prices may adversely affect the value of the Underlying and the value of the Notes. The Underlying provides exposure to an unfunded, rolling position in the Futures Contract. As the current active E-Mini S&P 500 Futures contract approaches expiration, it is replaced by a contract that has a later expiration. Thus, for example, a contract purchased and held in September may specify a December expiration. As time passes, the contract expiring in December is replaced by a contract for delivery in March. This process is referred to as "rolling." If the market for these contracts is (putting aside other considerations) in "backwardation," where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the December contract would take place at a price that is higher than the price of the March contract, thereby creating a "roll yield." While many futures contracts have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. It is also possible for the market for these contracts to be in "contango." Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The presence of contango and absence of backwardation in the market for these contracts could result in negative "roll yields," which could adversely affect the value of the Underlying, and, accordingly, the value of the Notes.

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Linking to an equity futures contract is different from linking to the equity index tracked by the equity futures contract. The return on your Notes will be related to the performance of the Futures Contract and not the equity index tracked by the Futures Contract. On a given day, a "futures price" is the price at which market participants may agree to buy or sell the asset underlying a futures contract in the future, and the "spot price" is the current price of such underlying asset for immediate delivery. A variety of factors can lead to a disparity between the price of a futures contract at a given point in time and the spot price of its underlying asset, such as the expected dividend yields of any stocks that comprise such underlying asset, the implicit financing cost associated with the futures contract and market expectations related to the future price of the futures contract's underlying asset. Purchasing an equity futures contract is similar to borrowing money to buy the underlying asset of such futures contract because it enables an investor to gain exposure to such underlying asset without having to pay the full cost of such exposure up front, and therefore entails a financing cost. As a result, the Underlying is expected to reflect not only the performance of the S&P 500^® Index, but also the implicit financing cost in the Futures Contract, among other factors. Such implicit financing cost will adversely affect the level of the Underlying. Any increase in market interest rates will be expected to further increase this implicit financing cost and will have an adverse effect on the level of the Underlying and, therefore, the value of and return on the Notes. The price movement of a futures contract is typically correlated with the movements of the price of its underlying asset, but the correlation is generally imperfect, and price movements in the spot market may not be reflected in the futures market (and vice versa). Accordingly, your Notes may underperform a similar investment that more directly reflects the return on the S&P 500^® Index.

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Suspension or disruptions of market trading in futures markets may adversely affect the value of the Notes. Securities markets and futures markets are subject to disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single business day. These limits are generally referred to as "daily price fluctuation limits," and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a "limit price." Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at

AUTO-CALLABLE NOTES | PS-12

disadvantageous times or prices. Any such disruption could have an adverse effect on the value of the Underlying or the manner in which it is calculated, and therefore, the value of the Notes.

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The official settlement price and intraday trading prices of the Futures Contract may not be readily available. The official settlement price and intraday trading prices of the Futures Contract are calculated and published by the Chicago Mercantile Exchange and are used, in part, to calculate the levels of the Underlying. Any disruption in trading of the Futures Contract could delay the release or availability of the official settlement price and intraday trading prices and may delay or prevent the calculation of the Underlying.

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Legal and regulatory changes could adversely affect the return on and value of your Notes. Futures contracts and options on futures contracts, including those related to the Underlying, are subject to extensive statutes, regulations, and margin requirements. The Commodity Futures Trading Commission, commonly referred to as the "CFTC," and the exchanges on which such futures contracts trade, are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. Furthermore, certain exchanges have regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-minute trading period. These limits could adversely affect the market prices of relevant futures and options contracts and forward contracts.

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The publisher or the sponsor of the Underlying may adjust the Underlying in a way that affects its level, and the publisher or the sponsor has no obligation to consider your interests. The publisher or the sponsor of the Underlying can add, delete, or substitute the components included in the 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 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 single financial contracts, as 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 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.

AUTO-CALLABLE NOTES | PS-13

AUTO-CALLABLE NOTES | PS-14

(i)

the Participation Rate for the immediately preceding Window minus 25%; and

(ii)

the lesser of (a) the Target Participation Rate for the current Window and (b) the Participation Rate for the immediately preceding Window plus 25%.

(i)

0%; and

(ii)

the lesser of (a) 500% and (b) the product of (1) the quotient of (x) the Volatility Target, and (y) the volatility of the Synthetic Asset calculated at the end of the immediately preceding Window, (2) the Trend Factor for the immediately preceding Window, and (3) the "Volatility Adjustment Factor" for the current Window.

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If (i) the current Index Calculation Day is not a day on which the Index rolls out of the current active E-Mini S&P 500 Futures contract into the next active E-Mini S&P 500 Futures contract (see "-Futures Rolling Method" below) (that is, the current Index Calculation Day is not an "Index Futures Roll Day"), or (ii) the current Index Calculation Day is an Index Futures Roll Day but the current Window is not the second Window of such Index Calculation Day, the level of the Futures Contract will be calculated by multiplying the level of the Futures Contract at the end of the immediately preceding Window by a factor equal to the quotient of (a) the Time Weighted Average Price ("TWAP") of the currently held E-Mini S&P 500 Futures contract as measured over several 60 second intervals (each an "Interval") during the current Window (such Intervals during an Window collectively, a "TWAP Calculation Window"), and (b) the TWAP of the currently held E-Mini S&P 500 Futures contract as measured over several Intervals during the immediately preceding TWAP Calculation Window. The TWAP of any futures contract for any TWAP Calculation Window will equal the arithmetic average of the last available mid-price of such futures contract during each Interval occurring during the TWAP Calculation Window; or

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If the current Index Calculation Day is an Index Futures Roll Day and the current Window is the second Window of such Index Calculation Day, the level of the Futures Contract will be calculated by multiplying the level of the Futures Contract at the end of the immediately preceding Window by a factor equal to the quotient of (a) the TWAP of the currently held E-Mini S&P 500 Futures contract as measured over several Intervals during the current TWAP Calculation Window, and (b) the TWAP of the E-Mini S&P 500 Futures contract that was rolled into on such Index Futures Roll Day (see "-Futures Rolling Method" below) (which, for the avoidance of doubt, is the currently held E-Mini S&P 500 Futures contract for the current Window but which was not held during the previous Window) as measured over several Intervals during the immediately preceding TWAP Calculation Window.

AUTO-CALLABLE NOTES | PS-15

TWAP Calculation Window

Start Time

End Time

Interval

Time Zone

Notes

1

09:40:00

09:50:00

60 sec

U.S./Eastern

2

10:40:00

10:50:00

60 sec

U.S./Eastern

3

11:40:00

11:50:00

60 sec

U.S./Eastern

4

12:40:00

12:50:00

60 sec

U.S./Eastern

5

13:40:00

13:50:00

60 sec

U.S./Eastern

6

14:40:00

14:50:00

60 sec

U.S./Eastern

7

16:00:00

16:00:00

N/A

U.S./Eastern

For this TWAP Calculation Window a TWAP is not calculated. Instead, the settlement price of the relevant futures contract is used

TWAP Calculation Window

Start Time

End Time

Interval

Time Zone

Notes

1

09:40:00

09:50:00

60 sec

U.S./Eastern

2

10:40:00

10:50:00

60 sec

U.S./Eastern

3

11:40:00

11:50:00

60 sec

U.S./Eastern

4

13:00:00

13:00:00

N/A

U.S./Eastern

For this TWAP Calculation Window a TWAP is not calculated. Instead, the settlement price of the relevant futures contract is used

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If there are no failures and if the TWAP Calculation Window is from 09:40:00 to 09:50:00 Eastern Time, there are ten one-minute price observations during the TWAP Calculation Window.

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If, for example, a valid price is missing for an entire minute (e.g. there is not a single valid quoted mid-price within that minute), that minute is disrupted. If nine out of ten minutes have valid quotes, the Executed Size is defined as 9/10 = 90%.

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In this case, the Participation Rate for the current Window will equal the Participation Rate for the immediately preceding Window plus the product of (a) the Executed Size times (b) the Participation Rate that would have been determined for the current Window had no disruptions occurred minus the Participation Rate for the immediately preceding Window.

AUTO-CALLABLE NOTES | PS-16

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AUTO-CALLABLE NOTES | PS-20

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AUTO-CALLABLE NOTES | PS-24

AUTO-CALLABLE NOTES | PS-25

AUTO-CALLABLE NOTES | PS-26

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Product Supplement EQUITY-1 dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525311320/d49145d424b2.htm

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Series A MTN prospectus supplement dated December 8, 2025 and prospectus dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525310920/d51586d424b3.htm

AUTO-CALLABLE NOTES | PS-27