美国银行美股招股说明书(2025-12-19版)

Buffered Auto-Callable Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100 Technology Sector Index and the Russell 2000®Index •The Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average® Index and the Russell 2000®Index, due December 20, 2030 (the “Notes”) priced on December 17, 2025 and will issue on December 22, 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®Index and the Russell 2000® •Beginning with the December 18, 2026 Call Observation Date, automatically callable semi-annually for an amount equal to the applicable Call Index (each an “Underlying”). Amount if, on the applicable Call Observation Date, the Observation Value of each Underlying is equal to or greater than its Call Value. The CallObservation Dates and Call Amounts are indicated 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, atmaturity, you will receive $1,575.00 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 20% from its Starting Value, at maturity yourinvestment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying beyond a 20% decline, with upto 80% of the principal at risk. Otherwise, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying isless than 100.00% of its Starting Value but greater than or equal to 80% of its Starting Value, at maturity you will receive the principal amount ofyour 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 ofAmerica Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•No periodic interest payments.•The Notes will not be listed on any securities exchange.•CUSIP No. 09711N6V7. The initial estimated value of the Notes as of the pricing date is $973.10 per $1,000.00 in principal amount of Notes, which is less than thepublic offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See“Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-26 of 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 theinformation in “Risk Factors” beginning on page PS-9 of this pricing supplement, page PS-3 of the accompanying product supplement, pageS-7 of 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 ordisapproved of these securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and (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 $996.00 per$1,000.00 in principal amount of Notes. Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100®Sector Index and the Russell 2000®Index Call Observation Dates, Call Payment Dates and Call Amounts 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.The 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 ofmarket-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typicallylower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100®Sector Index and the Russell 2000®Index Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100®Sector Index and the Russell 2000®Index Hypothetical Payout Profile and Examples of Payments on the Notes Examples and Buffered Auto-Callable Notes Table The following examples and table are for purposes of illustration only. They are based onhypotheticalvalues and showhypotheticalreturns on theN