美国银行美股招股说明书(2026-01-22版)

Fixed Income Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Russell 2000®Index and the S&P 500®Index• The Fixed Income Auto-Callable Yield Notes Linked to the Least Performing of the Russell 2000®Index and the S&P 500®Index, dueMarch 4, 2027 (the “Notes”) are expected to price on January 30, 2026 and expected to issue on February 4, 2026.•Approximate 13 month term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the Russell 2000®Index and the S&P 500®Index (each an“Underlying”).•A fixed coupon rate of 9.50% per annum (0.7917% per month) payable monthly, assuming the Notes have not been called.•Beginning with the March 2, 2026 Call Observation Date, automatically callable monthly for an amount equal to the principal amount plusthe Fixed Coupon Payment, if the closing level of each Underlying is greater than or equal to 100.00% of its Starting Value on any CallObservation Date.•Assuming the Notes are not called prior to maturity, ifeitherUnderlying has declined by more than 25% from its Starting Value on anyTrading Day during the Knock-In Period, and the Ending Value of the Least Performing Underlying is less than its Starting Value, atmaturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with upto 100% of the principal at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive the finalFixed Coupon Payment regardless of the performance of the Least Performing Underlying. The initial estimated value of the Notes as of the pricing date is expected to be between $940.00 and $990.00 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-8 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 amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers. Fixed Income Auto-Callable Yield Notes Linked to the Least Performing of the Russell 2000®Index and the S&P 500® 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 Fixed Income Auto-Callable Yield Notes Linked to the Least Performing of the Russell 2000®Index and the S&P 500® Redemption Amount Determination Assuming the Notes have not been automatically called,on the Maturity Date, you will receive a cash payment per $1,000.00 in principal The Redemption Amount will also include the final Fixed Coupon Payment regardless of the performance ofthe Least Performing Underlying. Fixed Income Auto-Callable Yield Notes Linked to the Least Performing of the Russell 2000®Index and the S&P 500® Hypothetical Payout Profile and Examples of Payments at Maturity Fixed Income Auto-Callable Yield Notes Table The following table is for purposes of illustration only. It assumes the Notes have not been automatically called prior to maturity and is based onhypotheticalvalues and showshypotheticalreturns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on theNotes based on a hypothetical Starting Value of 100 for the Least Performing Underlying, a hypothetical Threshold Value of 75 for the Least PerformingUnderlying, the Fixed Coupon Payment of $7.917 per $1,000.00 in principal amount of Notes and a range of hypothetical Ending Values of the Least 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