美国银行美股招股说明书(2026-01-21版)

BofA Finance LLC $-- Buffered Enhanced Return Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the EURO STOXX 50®Index, the iShares®MSCI EAFE ETF and the iShares®MSCI Emerging Markets®ETF •The Buffered Enhanced Return Notes Linked to the Least Performing of the EURO STOXX 50® and the iShares®MSCI Emerging Markets®ETF, due July 27, 2027 (the “Notes”) are expected to price on January 22, 2026 andexpected to issue on January 27, 2026. •Approximate 18 month term.•Payment on the Notes will depend on the individual performance of the EURO STOXX 50®Index, the iShares®MSCI EAFE® •If the Ending Value of each Underlying is greater than 100% of its Starting Value, at maturity, you will receive 165.00% upside exposure to increases in the value of the Least Performing Underlying. •IfanyUnderlying declines by more than 20% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposureto decreases in the value of the Least Performing Underlying beyond a 20% decline, with up to 80% of the principal at risk; otherwise, atmaturity, you will receive the principal amount.•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, andBank of America 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. 09711KYZ3. 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 be 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-6 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 $997.00 per (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $3.00, resulting in proceeds, before expenses, to BofA Payment on the Notes depends on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of each Underlying. Theeconomic 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 of market-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically lowerthan the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting Onthe Maturity Date, you will receive a cash payment per $1,000.00 in principal amount of Notes determined as follows: Buffered Enhanced Return Notes Linked to the Least Performing of the EURO STOXX 50®Index, the iShares®MSCI EAFE®the iShares®MSCI Emerging Markets®ETF Hypothetical Payout Profile and Examples of Payments at Maturity Buffered Enhanced Return Notes Table The following table is for purposes of illustration only. It is based onhypotheticalvalues and showshypotheticalreturns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on the Notes based on a hypothetical Starting Value of 100 for the Least PerformingUnderlying, a hypothetical Threshold Value of 80 for the Least Performing Underlying, the Upside Participation Rate of 165.00% and a range of For recent actual values of the Underlyings, see “The Underlyings” section below. The Ending Value of each Underlying will not include any incomegenerated by dividends or other distributions paid with respect to shares or units of that Underlying or on the securities or assets included in that Buffered Enhanced Return Notes Linked to the Least Performing of the EURO STOXX 50®Index, the iShares®MSCI EAFE®the iShares®MSCI Emerging Markets®ETF Risk Factors Your investment in the Notes entails significant risks, many of which differ from those of a conventional debt security. Your decision to purchase theNotes should be made only after carefully considering the risks of an investment in the Notes, including those discussed below, with your advisors in lightof your particular circumstances. The