美国银行美股招股说明书(2025-05-21版)

Linked tothe Common Stock of Palo Alto Networks, Inc.The Contingent Income (with Memory Feature) Auto-Callable Yield Notes Linked tothe Common Stock of Palo Alto Networks, Inc., due June 2, 2028 (the “Notes”) are expected to price on May 28, 2025 and expected to issue on May 30, 2025. (inclusive of the relevant Contingent Payment Date)minus(ii) the sum of all Contingent Coupon Payments previously paid.Beginning with the November 28, 2025 Call Observation Date, automatically callable quarterly for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if the Observation Value of the Underlying Stock is greater than or equal to 100.00% of its Starting Value on any Call Observation Assuming the Notes are not called prior to maturity, if the Underlying Stock declines by more than 35% from its Starting Value, at maturity your investment will besubject to 1:1 downside exposure to decreases in the value of the Underlying Stock, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the is greater than or equal to 65.00% of its Starting Value. The Notes will not be listed on any securities exchange. CUSIP No. 09711HLD3.The initial estimated value of the Notes as of the pricing date is expected to be between $920.00 and $970.00 per $1,000.00 in principal amount of Notes, which is less than the public offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot be predictedwith accuracy. See “Risk Factors” beginning on page PS-10 of this pricing supplement and “Structuring the Notes” on page PS-16of this pricing supplement forThere are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the the accompanying prospectus supplement, and page 7 of the accompanying prospectus.None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved ofthese securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Public Offering PriceUnderwriting DiscountPer Note$1,000.00$23.50 TotalCertain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $23.50, resulting in proceeds, before expenses, to BofA Finance of Are Not FDIC Insured Selling Agent BACDenominations:The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof. May 30, 2028, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating toObservation Dates” in the accompanying product supplement. The Observation Value of the Underlying Stock on the Valuation Date. Price Multiplier:1, subject to adjustment for certain corporate events relating to the Underlying Stock as described in “Description of the Notes — Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement. Threshold Value:65.00% of the Starting Value. * The Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to ObservationDates” on page PS-21 of the accompanying product supplement. CONTINGENT INCOME (WITH MEMORY FEATURE) AUTO-CALLABLE YIELD NOTES |PS-4 economic terms of the Notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linkednotes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically lower than the rate itwould pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount, if any, and thehedging related charges described below (see “Risk Factors” beginning on page PS-10), will reduce the economic terms of the Notes to you and the initial Notes as of the pricing date.The initial estimated value range of the Notes is set forth on the cover page of this pricing supplement. The final pricing supplement will set forth the initialestimated value of the Notes as of the pricing date. For more information about the initial estimated value and the structuring of the Notes, see “Risk Factors”beginning on page PS-10and “Structuring the Notes” on page PS-16. CONTINGENT INCOME (WITH MEMORY FEATURE) AUTO-CALLABLE YIELD NOTES |PS-6 on the Contingent Coupon Payment per $1,000.00 in principal amount of Notes equal to (i) theproductof $26.75timesthe number of Contingent Payment Datesthat have occurred up to the relevant Contingent Payment Date (inclusive of the relevant Contingent Pa