美国银行美股招股说明书(2025-12-30版)

Contingent Income Issuer Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and the Utilities Select Sector SPDR®Fund •The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® Utilities Select Sector SPDR®Fund, due February 1, 2029 (the “Notes”) are expected to price on January 27, 2026 and expected to issue onJanuary 30, 2026. •Approximate 3 year term if not called prior to maturity.• Payments on the Notes will depend on the individual performance of the Nasdaq-100® Payment, if otherwise payable.•Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 30% 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, with up to 100% of the principal 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 ofAmerica Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes. The Notes will not be listed on any securities exchange.CUSIP No. 09711NYF1. The initial estimated value of the Notes as of the pricing date is expected to be between $910.00 and $960.00 per $1,000.00 in principal amountof Notes, 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 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-11 of this pricing supplement, page PS-3 of the accompanying product supplement, page 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 $971.25 per (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $28.75, resulting in proceeds, before expenses, to BofA Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund 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 theinitial estimated value of the Notes as of the pricing date. For more information about the initial estimated value and the structuring of the Notes, see Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund The Redemption Amount will also include a final Contingent Coupon Payment if the Ending Value of theLeast Performing Underlying is greater than or equal to its Coupon Barrier. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund 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 on a hypothetical Contingent Coupon Payment of $6.667, depending on how many Contingent Coupon Payments are payable prior to an Optional Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®the Utilities Select Sector SPDR®Fund Hypothetical Payout Profile and Examples of Payments at Maturity Contingent Income Issuer Callable Yield Notes Table The following table is for purposes of illustration only. It assumes the Notes have not been called prior to maturity and is based onhypotheticalvaluesand showshypotheticalreturns on the Notes. The table illus