美国银行美股招股说明书(2025-12-23版)

BofA Finance LLC Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Bank of America CorporationMarket Linked Securities—Auto-Callable with Contingent Coupon and $835,000Principal at Risk Securities Linked to the Lowest Performing of the StateStreet®SPDR®S&P®Metals & Mining ETF, the State Street®Health Care Select SectorSPDR®ETF and the State Street®Technology Select Sector SPDR®ETF due December 22,2028Linked to theLowest Performingof the State Street® Health Care Select Sector SPDR®ETF and the State Street® “Underlying”)Unlike ordinary debt securities, the Securities do not provide for fixed payments of interest, do not repay afixed amount of principal on the Maturity Date and are subject to potential automatic call prior to the Maturity Date uponthe terms described below.Whether the Securities pay a Contingent Coupon, whether the Securities are automatically the relevant Calculation Day.The Lowest Performing Underlying on any Calculation Day is the Underlying that has thelowest Fund Closing Price on that Calculation Day as a percentage of its Starting Value MaturityDate or automatic call if,and only if,the Fund Closing Price of the Lowest Performing Underlying on theCalculation Day for that month is greater than or equal to its Coupon Barrier.However, if the Fund Closing Price of theLowest Performing Underlying on a Calculation Day is less than its Coupon Barrier, you will not receive any Contingent Automatic Call.If the Fund Closing Price of the Lowest Performing Underlying on any of the monthlyCalculation Days from June 2026 to November 2028, inclusive, is greater than or equal to its Starting Value, the Securitieswill be automatically called for the principal amount plus a final Contingent Coupon Payment Potential Loss of Principal.If the Securities are not automatically called prior to the Maturity Date, you willreceivethe principal amount on the Maturity Date if,and only if,the Fund Closing Price of the Lowest PerformingUnderlying on the Final Calculation Day is greater than or equal to its Threshold Value.If the Fund Closing Price of the If the Securities are not automatically called prior to the Maturity Date, you will have full downside exposureto the Lowest Performing Underlying from its Starting Value if its Fund Closing Price on the Final Calculation Day is lessthan its Threshold Value, but you will not participate in any appreciation of any Underlying and will not receive any Your return on the Securities will depend solely on the performance of the Underlying that is the LowestPerforming Underlying on each Calculation Day.You will not benefit in any way from the performance of the betterperforming Underlyings.Therefore, you will be adversely affected ifany Underlyingperforms poorly, even if the other All payments on the Securities are subject to the credit risk of BofA Finance LLC (“BofA Finance”), asissuer of the Securities, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Securities■Securities will not be listed on any securities exchange The initial estimated value of the Securities as of the Pricing Date is $971.70 per Security, which is less than the public offering pricelisted below.The actual value of your Securities at any time will reflect many factors and cannot be predicted with accuracy. See “Selected RiskConsiderations” beginning on page PS-9 of this pricing supplement and “Structuring the Securities” on page PS-30 of this pricing supplement for The Securities have complex features and investing in the Securities involves risks not associated with an investment in conventionaldebt securities. Potential purchasers of the Securities should consider the information in “Selected Risk Considerations” beginning onpage PS-9 herein and “Risk Factors” beginning on page PS-6 of the accompanying product supplement, page S-7 of the accompanying None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these Securities or determined if this pricing supplement and the accompanying product supplement,prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Market Linked Securities—Auto-Callable with Contingent Coupon Additional Information about BofA Finance, the Guarantor and the Securities These documents have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SECwebsite at www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you invest, you should read this pricing supplementand the accompanying product supplement, prospectus supplement and prospectus for information about us, BAC and this offering.Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by this pricingsupplement and the accompanying pr