美国银行美股招股说明书(2025-06-09版)

This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and theaccompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Notes in any country or jurisdiction where such an offer would not bepermitted. Linked to theS&P 500 FC TCA 0.50% Decrement Index ER The Enhanced Return Notes Linked to the S&P 500 FC TCA 0.50% Decrement Index ER,due June 29, 2028 (the “Notes”) are expected to price on June 25, 2025 and expected to issueon June 30, 2025. Approximate 3 year term. Payment on the Notes will depend on the performance of the S&P 500 FC TCA 0.50% Decrement Index ER(the “Underlying”). If the Ending Value of the Underlying is greater than 100% of its Starting Value, at maturity, you will receive 110.00% upside exposure to increases in the value of the Underlying; otherwise,at maturity, you will receive the principal amount. 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. No periodic interest payments. The S&P 500 FC TCA 0.50% Decrement Index ER is designed to provide investors with exposure to a synthetically calculated excess return version (the “Excess Return Index”) of the S&P 500®Total Return Index (the “TotalReturn Index”), subject to a risk control strategy that dynamically increases or decreases the exposure to the Excess Return Index multiple times per index calculation day in an attempt to achieve an 11.50% annualized volatilitytarget. The Underlying’s exposure to the Excess Return Index can be greater than, less than or equal to 100%.When the Underlying’s exposure to the Excess Return Index is less than 100%, the Underlying will have ahypothetical cash position which does not accrue interest. Any portion of the Underlying which is allocated to the cash position will not appreciate based on any appreciation of the Excess ReturnIndex.Typically, during a trading day a portion of the Underlying’s exposure has been allocated to the cash position. The Excess Return Index is an excess return index, which means that it measures the return on a hypothetical investment in the Total Return Index that is made with borrowed funds. The Excess Return Index is calculated bysubtracting out the borrowing costs, as described below, and the cost of carrying equities (which is determined by reference to rolling E-mini S&P 500 futures contracts) from the Total Return Index. Borrowing costs for thesefunds are assessed at a rate equal to the Federal Funds Rate.Such borrowing costs and the cost of carrying equities will reduce any positive performance of the hypothetical investment in the Total Return Index(and, thereby, the level of the Underlying) and will increase any negative performance of the hypothetical investment in the Total Return Index (and, thereby, the level of the Underlying). The level of the Underlying is calculated multiple times per day and reflects the performance of a hypothetical investment in the Excess Return Index less associated carry costs and transaction costs.The carry costs andtransaction costs reduce the level of the Underlying during each intraday calculation window.The carry cost for each intraday calculation window is 0.50% per annum. The transaction cost for each intraday calculationwindow equals the product of 0.01% and the difference (expressed as a positive number) between the exposure to the Excess Return Index for the current intraday calculation window and the exposure to the Excess ReturnIndex for the immediately preceding intraday calculation window.Such costs will be incurred regardless of the level of exposure to the Excess Return Index and regardless of the performance of the Excess ReturnIndex. Such costs will have the effect of reducing any positive performance of the Excess Return Index (and, thereby, the level of the Underlying) and will increase any negative performance of the Excess ReturnIndex (and, thereby, the level of the Underlying). The effect of the borrowing costs, the cost of carrying the equities, the carry costs and the transaction costs described above is to reduce the level of theUnderlyingduring each intraday calculation window.The level of the Underlying will only increaseto the extentthe Underlying is exposed to the Excess Return Index, the Excess Return Index has a positive returnand suchpositive returnexceeds the carry costsand transaction costs described above. The Excess Return Index will have a positive returnonly ifthe return of the Total Return Index exceeds the borrowing costs described above. For more information please see the sections entitled “Risk Factors—Underlying-related Risks” and “The Underlying”. The initial estimated value of the Notes as of the pricing date is expected to be between $915.00 and $975.00 p