美国银行美股招股说明书(2026-01-23版)

supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would notbe permitted. Preliminary Pricing Supplement - Subject to Completion(To Prospectus dated December 8, 2025and Series A Prospectus Supplement dated December 8, 2025)January 22, 2026 BofA Finance LLC10.70% Issuer Callable Daily Range Accrual Notes Linked to the CMT Rate, due July 27, 2032 Fully and Unconditionally Guaranteed by Bank of America Corporation The notes are unsecured senior notes issued by BofA Finance LLC (“BofA Finance”), a consolidated finance subsidiary of Bank of America Corporation (“BAC” orthe “Guarantor”), the payment of which is fully and unconditionally guaranteed by the Guarantor. Any payments due on the notes, including any repayment ofprincipal, will be subject to the credit risk of BofA Finance, as issuer of the notes, and the credit risk of BAC, as guarantor of the notes.The notes are expected to price on January 23, 2026 (the “pricing date”). The notes are expected to mature on July 27, 2032, unless previously called. The notes are designed for investors who wish to receive quarterly interest income where, as described below, the amount of such interest will depend on the CMTRate (as defined below).Interest will be paid quarterly, in arrears, on January 27, April 27, July 27 and October 27 of each year, commencing on April 27, 2026, and with the final interest The interest rate for each interest period will be rounded, if necessary, to five decimal places. See “Summary—Interest Rates” on page PS-5.We have the right to redeem all, but not less than all, of the notes on any Call Date for an amount equal to 100% of the principal amount, plus any accrued and unpaid interest. The “Call Dates” will be each Interest Payment Date beginning on January 27th The notes will not be listed on any securities exchange.The notes will be issued in denominations of $1,000 and whole multiples of $1,000. The initial estimated value of the notes will be less than the public offering price.The initial estimated value of the notes as of the pricing date is expected to be between $870.00 and $970.00 per $1,000 in principal amount. See “Summary” beginning on page PS-4 of this pricing supplement, “Risk Factors” beginning onpage PS-9 of this pricing supplement and “Structuring the Notes” on page PS-23 of this pricing supplement for additional information. The actual value of yournotes at any time will reflect many factors and cannot be predicted with accuracy.There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-9 of this pricing supplement, page S-7 of the accompanying prospectus supplement, and page 7 of the accompanyingprospectus.The notes and the related guarantee: (1)Certain dealers who purchase notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price to public for investorspurchasing the notes in these accounts may be as low as $981.50 (98.15%) per $1,000 in principal amount of the notes. See “Supplemental Plan of Distribution; Role of BofAS and Conflictsof Interest” in this pricing supplement.(2)We or one of our affiliates may pay varying selling concessions of up to 1.85% in connection with the distribution of the notes to other registered broker-dealers. (3)The underwriting discount per $1,000 in principal amount of the notes may be as high as $18.50, resulting in proceeds, before expenses, to BofA Finance of as low as $981.50 per $1,000in principal amount of the notes. The notes and the related guarantee of the notes by the Guarantor are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bankof America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency.Potential purchasers of the notes shouldconsider the information discussed in “Risk Factors” beginning on page PS-9 of this pricing supplement, page S-7 of the accompanying prospectus supplement, and page 7 of theaccompanying prospectus.None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved ofthese notes or the guarantee, or passed upon the adequacy or accuracy of this pricing supplement, or the accompanying prospectus supplement or prospectus. Any representation to thecontrary is a criminal offense. We will deliver the notes in book-entry form only through The Depository Trust Company on or about January 27, 2026 against payment in immediately available funds.Prospectus Supplement and Prospectus dated December 8, 2025BofA Securities Selling Agent EXPLANAT