美国银行美股招股说明书(2025-12-31版)

Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and theState Street®Utilities Select Sector SPDR®ETF• The Auto-Callable Enhanced Return Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and the StateStreet®Utilities Select Sector SPDR®ETF, due February 4, 2030 (the “Notes”) are expected to price on January 30, 2026 and expected to issueon February 4, 2026.•Approximate 4 year term if not called prior to maturity.•Payment on the Notes will depend on the individual performance of the Nasdaq-100®Index, the Russell 2000®Index and the State Street®Utilities Select Sector SPDR®Fund (each an “Underlying”).•Beginning with the February 2, 2027 Call Observation Date, automatically callable at an amount equal to the applicable Call Amount if, on theapplicable Call Observation Date, the Observation Value of each Underlying is equal to or greater than its applicable Call Value. The Call Valuesare indicated on page PS-2, and the Call Observation 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 150.00% upside exposure to increases in the value of the Least Performing Underlying from its Starting Value.•However, 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 principalat risk. Otherwise, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying is less than 100.00% of itsStarting Value but greater than or equal to 70% of its Starting Value, at maturity you will receive the principal amount of your 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. 09711NF47. The initial estimated value of the Notes as of the pricing date is expected to be between $930.00 and $980.00 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 bepredicted with accuracy. See “Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-26 of this pricingsupplement 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 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 $991.00 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 $9.00, resulting in proceeds, before expenses, to BofAFinance of as low as $991.00 per $1,000.00 in principal amount of Notes.(3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $5.00 per $1,000.00 in principal amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.The Notes and the related guarantee: Auto-Callable Enhanced Return Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and theState Street®Utilities Select Sector SPDR®ETF Terms of the Notes Auto-Callable Enhanced Return Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and theState Street®Utilities Select Sector SPDR®ETF Auto-Callable Enhanced Return Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and theState Street®Utilities Select Sector SPDR®ETF Call Observation Dates, Call Payment Dates, Call Amounts and CallValues * The Call Observation Dates are subject to postponement as set forth in “Description