美国银行美股招股说明书(2026-01-15版)

Contingent Income Auto-Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the CommonStock of Tesla, Inc. and the VanEck®Gold Miners ETF• The Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the CommonStock of Tesla, Inc. and the VanEck®Gold Miners ETF, due January 25, 2028 (the “Notes”) are expected to price on January 20, 2026 andexpected to issue on January 23, 2026.•Approximate 2 year term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the common stock of NVIDIA Corporation, the common stock of Tesla, Inc.and the VanEck®Gold Miners ETF (each an “Underlying”).•Contingent coupon rate of 17.80% per annum (1.4834% per month) payable monthly if the Observation Value ofeach Underlying on theapplicable Observation Date is greater than or equal to 60.00% of its Starting Value, assuming the Notes have not been called.•Beginning with the July 20, 2026 Call Observation Date, automatically callable monthly for an amount equal to the principal amount plus therelevant Contingent Coupon Payment, if the Observation Value of each Underlying is greater than or equal to 100.00% of its Starting Value on anyCall Observation Date.•Assuming the Notes are not called prior to maturity, if both (i)eachUnderlying declines from its Starting Value to its Ending Value and (ii)anyUnderlying declines by more than 40% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreasesin the value of the Least Performing Underlying, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the principalamount. At maturity you will also receive a final Contingent Coupon Payment if the Observation Value ofeachUnderlying on the final ObservationDate is greater than or equal to 60.00% 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. 09711KTN6. 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 bepredicted with accuracy. See “Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-30 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, “Additional Risk Factors Relating to NVDA and TSLA”beginning on page PS-14 of this pricing supplement, and "Risk Factors" beginning on page PS-3 of the accompanying product supplement,page S-7 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus. disapproved 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)(1)(2)(2) (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 $990.00 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 $10.00, resulting in proceeds, before expenses, to BofAFinance of as low as $990.00 per $1,000.00 in principal amount of Notes. The Notes and the related guarantee: Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, theCommon Stock of Tesla, Inc. and the VanEck®Gold Miners ETF Terms of the Notes Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, theCommon Stock of Tesla, Inc. and the VanEck®Gold Miners ETF Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, theCommon Stock of Tesla, Inc. and the VanEck®Gold Miners ETF Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, theCommon Stock of Tesla, Inc. and the VanEck®Gold Miners ETF * The Call Observation Dates are subject to postponement as described under “Additional Terms of the Notes—Events Relating to Observation