美国银行美股招股说明书(2026-01-06版)

Contingent Income Buffered 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 S&P 500®Index •The Contingent Income Buffered Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® and the S&P 500®Index, due October 13, 2026 (the “Notes”) are expected to price on January 7, 2026 and expected to issue on January 9, 2026.•Approximate 9 month term if not called prior to maturity. •Payments on the Notes will depend on the individual performance of the Nasdaq-100®Index, the Russell 2000® (each an “Underlying”). •Contingent coupon rate of 13.00% per annum (1.0834% per month) payable monthly if the closing level ofeachUnderlying on the applicableObservation Date is greater than or equal to 90.00% of its Starting Value, assuming the Notes have not been called.•Beginning on April 10, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent CouponPayment, if otherwise payable.•Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 10% 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 10% decline, with upto 90% of the principal at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final ContingentCoupon Payment if the closing level ofeachUnderlying on the final Observation Date is greater than or equal to 90.00% of its Starting Value.•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. 09711KRE8. The initial estimated value of the Notes as of the pricing date is expected to be between $948.60 and $988.60 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 predicted with accuracy. See “Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-25 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, 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 (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $6.00, resulting in proceeds, before expenses, to BofAFinance of as low as $994.00 per $1,000.00 in principal amount of Notes. Contingent Income Buffered Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000Index and the S&P 500®Index Contingent Income Buffered Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000Index and the S&P 500®Index Observation Dates, Contingent Payment Dates and Call Payment Contingent Income Buffered Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000Index and the S&P 500®Index 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 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 Buffered Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000Index and the S&P 500®Index 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 B