美国银行美股招股说明书(2025-12-04版)

Linked to the Least Performing of the Nasdaq-100® Index and the S&P 500®Index •The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® Technology Sector Index, the Russell 2000®S&P 500®Index, due December 14, 2028 (the “Notes”) are expected to price on December 10, 2025 and expected to issue on December 15, 2025. Contingent coupon rate of 9.00% per annum (0.75% per month) payable monthly if the closing level ofeachUnderlying on the applicable Observation Date isgreater than or equal to 70.00% of its Starting Value, assuming the Notes have not been called. Beginning on March 13, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, ifotherwise payable. 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 will receivethe principal amount. At maturity you will also receive a final Contingent Coupon Payment if the closing level ofeachUnderlying on the final Observation Date isgreater 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 AmericaCorporation (“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 $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 be predictedwith accuracy. See “Risk Factors” beginning on page PS-11 of this pricing supplement and “Structuring the Notes” on page PS-28of this pricing supplement foradditional information. information in “Risk Factors” beginning on page PS-11 of 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 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. (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 $977.50 per $1,000.00 inprincipal amount of Notes. (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $22.50, resulting in proceeds, before expenses, to BofA Finance ofas low as $977.50 per $1,000.00 in principal amount of Notes. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®2000®Index and the S&P 500®Index Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®2000®Index and the S&P 500®Index market-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically lowerthan the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount, ifany, and the hedging related charges described below (see “Risk Factors” beginning on page PS-11), will reduce the economic terms of the Notes to you and theinitial estimated value of the Notes. Due to these factors, the public offering price you pay to purchase the Notes will be greater than the initial estimated value of 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-11and “Structuring the Notes” on page PS-28. Contingent Coupon Payment and Redemption Amount Determination On each Contingent Payment Date, if the Notes have not been previously called, you may receive aContingent Coupon Payment per $1,000.00 in principal amount of Notes determined as follows: Total Contingent Coupon Payment Examples The table below illustrates the hypothetical total Contingent Coupon Payments per $1,000.00 in principal amount of Notes over the term of the Notes, based onthe Contingent Coupon Payment of $7.50, depending on how many Contingent Coupon Payments are payable prior to an Optional Early Redemption or maturity.Depending on the performance of the Underlyings, you may not receive any Contingent