美国银行美股招股说明书(2025-10-08版)

Linked to the Least Performing of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index The Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index, due October21, 2030 (the “Notes”) are expected to price on October 16, 2025 and expected to issue on October 21, 2025. Approximate 5 year term if not called prior to maturity. Payment on the Notes will depend on the individual performance of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index(each an “Underlying”). •Beginning with the October 19, 2026 Call Observation Date, automatically callable quarterly for an amount equal to the applicable Call Amount if, on the applicableCall Observation Date, the Observation Value of each Underlying is equal to or greater than its Call Value. The Call Observation Dates and Call Amounts areindicated on page PS-4. Assuming the Notes are not called prior to maturity, if the Ending Value of each Underlying is greater than or equal to 100% of its Starting Value, at maturity, you willreceive $1,500.00 per $1,000.00 in principal amount of your Notes. •However, assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 30% from its Starting Value, at maturity your investment will besubject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principal at risk. Otherwise, if the Notes arenot called prior to maturity and the Ending Value of the Least Performing Underlying is less than 100.00% of its Starting Value but greater than or equal to 70% of itsStarting Value, at maturity you will receive the principal amount of your Notes.• 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. The initial estimated value of the Notes as of the pricing date is expected to be between $900.00 and $950.00 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 be predictedwith accuracy. See “Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-23of this pricing supplement foradditional 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-9of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6 ofthe 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 of these 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. (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 orcommissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $960.00 per $1,000.00 inprincipal amount of Notes. The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $40.00, resulting in proceeds, before expenses, to BofA Finance ofas low as $960.00 per $1,000.00 in principal amount of Notes. The Notes and the related guarantee:Are not Bank Guaranteed Selling Agent Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index Terms of the Notes Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and the S&P 500®Index * The Call Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to ObservationDates” beginning on page PS-23 of the accompanying product supplement, with references to “Observation Dates” being read as references to “Call ObservationDates.” Any payments on the Notes depend on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlyings. Theeconomic 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