美国银行美股招股说明书(2025-07-18版)

S&P Regional Banking ETF, the VanEck®Junior Linked to the Least Performing of the SPDR®Gold Miners ETF and the VanEck®Semiconductor ETF The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the SPDR® VanEck®Semiconductor ETF (each an “Underlying”). Contingent coupon rate of 15.25% per annum (1.2709% per month) payable monthly if the Observation Value ofeachUnderlying on the applicable Observation Beginning on January 27, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if otherwise payable.Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 50% from its Starting Value, at maturity your investment will be subjectto 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principal at risk; otherwise, at maturity, you willreceive the principal amount. At maturity you will also receive a final Contingent Coupon Payment if the Observation Value ofeachUnderlying on the finalObservation Date is greater than or equal to 70.00% of its Starting Value.All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance” or the “Issuer”), as issuer of the Notes, and Bank of America The Notes will not be listed on any securities exchange. CUSIP No. 09711JF61.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 ofNotes, 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 bepredicted with accuracy. See “Risk Factors” beginning on page PS-11 of this pricing supplement and “Structuring the Notes” on page PS-33of this pricing supplement for additional information.There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors” beginning on page PS-11of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6of 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. Per Note$1,000.00$10.00$990.00TotalCertain 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 $990.00 per $1,000.00 inprincipal amount of Notes. The Notes and the related guarantee:Are Not FDIC InsuredAre not Bank GuaranteedMay Lose Value BofA FinanceBAC Denominations:The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof. Relating to Observation Dates” in the accompanying product supplement.Maturity Date*:July 27, 2028 Starting Value:With respect to each Underlying, its Closing Market Price on the pricing date.Observation Value:With respect to each Underlying, its Closing Market Price on the applicable Observation Date, multiplied by its Price “Description of the Notes — Anti-Dilution and Discontinuance Adjustments Relating to ETFs” beginning on page PS-28 ofthe accompanying product supplement. With respect to each Underlying, 70.00% of its Starting Value. Optional EarlyRedemption: January 22, 2027February 22, 2027 notes, 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, thereferral fee and the hedging related charges described below (see “Risk Factors” beginning on page PS-11), will reduce the economic terms of the Notes toyou and the initial estimated value of the Notes. Due to these factors, the public offering price you pay to purchase the Notes will be greater than the initialestimated value of the Notes as of the pricing date. CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES |PS-7 Assuming the Notes have not been called,on the Maturity Date, you will receive a cash payment per $1,000.00 in principal amount of Notes determined as follows: 3436 90.00 60.00-40.00%50.00(4)-50.00% 49.99 0.00-100.00%$0.000-100.0000%The “Return on the Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent Coupon Paymentspaid prior to maturity. This i