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®, the Nasdaq-100®Technology SectorIndex 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®, the Nasdaq-100®Technology SectorIndex and the Russell 2000®Index (each an “Underlying”).•Beginning with the December 18, 2026 Call Observation Date, automatically callable semi-annually for an amount equal to the applicable CallAmount 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 additionalinformation. 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 andprospectus is truthful or complete. 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 $996.00 per$1,000.00 in principal amount of Notes.(2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $4.00, resulting in proceeds, before expenses, to BofA Finance of as low as $996.00 per $1,000.00 in principal amount of Notes. The total underwriting discount and proceeds, before expenses, to BofAFinance specified above reflect the aggregate of the underwriting discounts 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®TechnologySector Index and the Russell 2000®Index Terms of the Notes Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100®TechnologySector Index and the Russell 2000®Index Buffered Auto-Callable Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the Nasdaq-100®TechnologySector Index and the Russell 2000®Index * The Call Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating toObservation Dates” beginning on page PS-18 of the accompanying product supplement, with references to “Observation Dates” being read asreferences to “Call Observati