美国银行美股招股说明书(2026-01-29版)

Contingent Income Issuer Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, the Russell2000®Index and the Utilities Select Sector SPDR®Fund• The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, the Russell2000®Index and the Utilities Select Sector SPDR®Fund, due February 7, 2029 (the “Notes”) are expected to price on February 2, 2026 andexpected to issue on February 5, 2026.•Approximate 3 year term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the Nasdaq-100®Technology Sector Index, the Russell 2000®Index and theUtilities Select Sector SPDR®Fund (each an “Underlying”).•Contingent coupon rate of 11.25% per annum (0.9375% per month) payable monthly if the Observation Value ofeach Underlying on theapplicable Observation Date is greater than or equal to 70.00% of its Starting Value, assuming the Notes have not been called.•Beginning on May 7, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent CouponPayment, if otherwise payable.•Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 30% from its Starting Value, at maturity yourinvestment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principalat risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment if theObservation Value ofeachUnderlying on the final Observation Date is greater than or equal to 70.00% 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. 09711NVS6. 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 bepredicted with accuracy. See “Risk Factors” beginning on page PS-11 of this pricing supplement and “Structuring the Notes” on page PS-29 of thispricing supplement 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-11 of this pricing supplement, page PS-3 of the accompanying product supplement, pageS-7 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus. 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 andprospectus is truthful or complete. Any representation to the contrary is a criminal offense. (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. (3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $5.00 per $1,000.00 in principalamount of the Notes in connection with the distribution of the Notes to other registered broker-dealers. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, theRussell 2000®Index and the Utilities Select Sector SPDR®Fund Terms of the Notes Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, theRussell 2000®Index and the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, theRussell 2000®Index and the Utilities Select Sector SPDR®Fund Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, theRussell 2000®Index and the Utilities Select Sector SPDR®Fund * The Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Ev