Primary Offering Prospectus (Form 424B2)

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The Buffered Auto-Callable Return Notes Linked to the Market Guard Top 100 Index, due November 26, 2027 (the "Notes") are expected to price on November 21, 2025 and expected to issue on November 26, 2025.

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Approximate 2 year term if not called prior to maturity.

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Payment on the Notes will depend on the performance of the Market Guard Top 100 Index (the "Underlying").

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Automatically callable at an amount equal to the Call Amount if, on the Call Observation Date, the Observation Value of the Underlying is equal to or greater than its Call Value. The Call Value is indicated on page PS-2, and the Call Observation Date and the Call Amount 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 100% of its Starting Value, at maturity, you will receive 100.00% upside exposure to increases in the value of the Underlying from its Starting Value.

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However, assuming the Notes are not called prior to maturity, if the Underlying declines by more than 20% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying beyond a 20% decline, with up to 80% of the principal at risk. Otherwise, if the Notes are not called prior to maturity and the Ending Value of the Underlying is less than 100.00% of its Starting Value but greater than or equal to 80% of its Starting Value, at maturity you will receive the principal amount of your Notes.

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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. 09711MFK3.

Public Offering Price⁽¹⁾

Underwriting Discount⁽¹⁾⁽²⁾

Proceeds, before expenses, to BofA Finance⁽²⁾

Per Note

$1,000.00

$2.50

$997.50

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 $997.50 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 $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.

Are Not FDIC Insured

Are not Bank Guaranteed

May Lose Value

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 2 years, unless previously automatically called.

Underlying:

The Market Guard Top 100 Index (Bloomberg symbol: "MGX100"), a price return index.

Pricing Date*:

November 21, 2025

Issue Date*:

November 26, 2025

Valuation Date*:

November 22, 2027, 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*:

November 26, 2027

Starting Value:

The closing level of the Underlying on the pricing date.

Observation Value:

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

Ending Value:

The closing level of the Underlying on the Valuation Date.

Call Value:

100.00% of the Starting Value.

Redemption Barrier:

100.00% of the Starting Value.

Threshold Value:

80.00% of the Starting Value.

Automatic Call:

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

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 but is greater than or equal to the Threshold Value:

c) If the Ending Value of the Underlying is less than the Threshold Value:

In this case, the Redemption Amount will be less than the principal amount and you could lose up to 80.00% of your investment in the Notes.

BUFFERED AUTO-CALLABLE RETURN NOTES | PS-2

Call Observation Date*:

As set forth beginning on page PS-4

Call Payment Date*:

As set forth beginning on page PS-4

Call Amount (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:

09711MFK3

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; 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. 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.

BUFFERED AUTO-CALLABLE RETURN NOTES | PS-3

Call Observation Date*

Call Payment Date

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

November 30, 2026

December 3, 2026

$1,090.00

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BUFFERED AUTO-CALLABLE RETURN NOTES | PS-5

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Ending Value

Underlying Return

Redemption Amount per Note

Return on the Notes⁽¹⁾

160.00

60.00%

$1,600.00

60.00%

150.00

50.00%

$1,500.00

50.00%

140.00

40.00%

$1,400.00

40.00%

130.00

30.00%

$1,300.00

30.00%

120.00

20.00%

$1,200.00

20.00%

110.00

10.00%

$1,100.00

10.00%

105.00

5.00%

$1,050.00

5.00%

102.00

2.00%

$1,020.00

2.00%

100.00⁽²⁾⁽³⁾

0.00%

$1,000.00

0.00%

90.00

-10.00%

$1,000.00

0.00%

80.00⁽⁴⁾

-20.00%

$1,000.00

0.00%

79.99

-20.01%

$999.90

-0.01%

70.00

-30.00%

$900.00

-10.00%

60.00

-40.00%

$800.00

-20.00%

50.00

-50.00%

$700.00

-30.00%

0.00

-100.00%

$200.00

-80.00%

(1)

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

(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.

(4)

This is the hypothetical Threshold Value.

BUFFERED AUTO-CALLABLE RETURN 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 Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying beyond a 20% decline and you will lose 1% of the principal amount for each 1% that the Ending Value of the Underlying is less than the Threshold Value. In that case, you will lose some or a significant portion of your investment in 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, Call Value or Threshold 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 the Call Observation Date, the Observation Value of each Underlying is greater than or equal to its Call Value. If the Notes are automatically called prior to the Maturity Date, you will be entitled to receive the Call Amount with respect to the 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 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 Date or Valuation Date, as applicable. The level of the Underlying during the term of the Notes other than on the Call Observation Date 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 Call Value, the Redemption Barrier or the Threshold Value, 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 Threshold Value, you will receive less than the principal amount at maturity even if the level of the Underlying was always above the Threshold Value 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 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 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 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 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.

BUFFERED AUTO-CALLABLE RETURN NOTES | PS-8

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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 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 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 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 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 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 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 level of the Underlying, 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 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

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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, LLC that 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 that 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 (defined in "The Underlyings - The Market Guard Top 100 Index" below) has no obligation to consider your interests in making any such changes. Before investing in the Notes, you should undertake 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 "-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 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

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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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1.

Investment Universe: the constituents of the Parent Index are used as the basis for selecting the potential Index Constituents of the MGX100.

2.

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.

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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.

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:

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.

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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;

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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;

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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;

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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;

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a force majeure event;

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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;

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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;

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the occurrence or existence of a lack of, or material decline in, the liquidity in the market for trading of any Index Constituent;

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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;

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the occurrence or existence of, in respect of any Index Constituent, an early closure event; and/or

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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.

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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;

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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;

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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;

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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

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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.

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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;

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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;

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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

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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.

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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;

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select, in its sole, good faith discretion, a successor Index Constituent to replace the Index Constituent affected by the Index Adjustment Event;

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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

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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.

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Type of
Corporate Action

Treatment

Mergers and Acquisitions

If MerQube is able to determine the surviving entity and:

If MerQube is not able to determine the surviving entity and:

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.

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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

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.

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lack of interest in the MGX100;

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discontinuation of input data and no viable replacement data;

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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

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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.

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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,

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Product Supplement EQUITY-1 dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm

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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

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