美国银行美股招股说明书(2026-01-20版)

Investment DescriptionThe Trigger Callable Yield Notes linked to the Least Performing of the S&P 500®Index and the S&P 500®Equal Weight Index (each, an “Underlying”) due January 21, 2028 (the “Notes”) are senior unsecured obligations issued by BofA Finance LLC (“BofA Finance” or the “issuer”), a consolidated finance subsidiary of Bank of America Corporation (“BAC” or the “Guarantor”), which are fully andunconditionally guaranteed by the Guarantor.The Notes will pay a Coupon Payment, regardless of the performance of the Least Performing Underlying, on each monthly Coupon Payment Date unless theNotes have been previously called.Beginning in April 2026, on any Call Date, the issuer may, in its sole discretion, call the Notes in whole, but not in part, and pay you the Stated Principal Amount plusthe Coupon Payment otherwise due on such Call Date, and no further amounts will be owed to you.If the Notes have not previously been called, at maturity, the amount you receive will depend on theFinal Value of the Least Performing Underlying on the Final Observation Date.If the Final Value of the Least Performing Underlying on the Final Observation Date is greater than or equal to its DownsideThreshold, you will receive the Stated Principal Amount at maturity (plus the final Coupon Payment).However, if the Notes have not been called prior to maturity and the Final Value of the LeastPerforming Underlying on the Final Observation Date is less than its Downside Threshold, although you will receive the final Coupon Payment, you will receive less than the Stated Principal Amount atmaturity, resulting in a loss that is proportionate to the decline in the closing level of the Least Performing Underlying from the Trade Date to the Final Observation Date, up to a 100% loss of yourinvestment. The “Least Performing Underlying” is the Underlying with the lowest Underlying Return from the Trade Date to the Final Observation Date.Investing in the Notes involves significant risks. Coupon Payment— Regardless of the performance of the Underlyings, we will pay you a Coupon Payment on each monthly CouponPayment Date unless the Notes have been previously called.Issuer Callable— Beginning in April 2026, on any Call Date, the issuer may, in its sole discretion, call the Notes in whole, but not in part, and pay you the Stated Principal Amount plus the Coupon Payment otherwise due on such Call Date.If the Notes are not called, investorsmay have full downside market exposure to the Least Performing Underlying at maturity.Downside Exposure with Contingent Repayment of Principal at Maturity— If the Notes are not called prior to maturity and the Final Value of the Least Performing Underlying on the Final Observation Date is greater than or equal to its Downside Threshold, you willreceive the Stated Principal Amount at maturity (plus the final Coupon Payment). However, if the Final Value of the Least PerformingUnderlying on the Final Observation Date is less than its Downside Threshold, although you will receive the final Coupon Payment, youwill receive less than the Stated Principal Amount of your Notes at maturity, resulting in a loss that is proportionate to the decline in theclosing level of the Least Performing Underlying from the Trade Date to the Final Observation Date, up to a 100% loss of your Any payment on the Notes is subject to the creditworthiness of BofA Finance and the Guarantor. NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. BOFA FINANCE IS NOT NECESSARILY OBLIGATED TOREPAY THE STATED PRINCIPAL AMOUNT AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LEAST PERFORMING UNDERLYING.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BOFA FINANCE THAT IS GUARANTEED BY BAC.YOU NOTES.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “RISK FACTORS’’ BEGINNING ON PAGE PS-7 OF THIS PRICING SUPPLEMENT, PAGE PS-3 OF THEACCOMPANYING PRODUCT SUPPLEMENT, PAGE S-7 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 7 OF THE ACCOMPANYING PROSPECTUS BEFOREPURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF,AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES.THE NOTES WILL NOT BE LISTED ON ANY We are offering Trigger Callable Yield Notes linked to the Least Performing of the S&P 500®Indexand the S&P 500®Equal Weight Index due January 21, 2028. The payment at maturity on the Notes willbe based on the performance of the Least Performing Underlying. The Notes are our senior unsecured obligations, guaranteed by BAC, and are offered for a minimum investment of 100 Notes (each Notecorresponding to $10.00 in Stated Principal Amount) at the Public Offering Price described below. See “Summary” in this pricing supplement. The Notes will have the terms specified in the accompanying product supplement, prospe