美国银行美股招股说明书(2026-02-02版)

Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the Class A ●Approximate 5 year term if not called prior to maturity.●Payments on the Notes will depend on the individual performance of the common stock of NVIDIA Corporation, the Class A common stock ofPalantir Technologies Inc. and the common stock of Tesla, Inc. (each an “Underlying Stock”). Coupon rate of 8.25% per annum (0.6875% per month) (the “Maximum Coupon Payment”) payable monthly if the Observation Value ofeachUnderlying Stock on the applicable Observation Date is greater than or equal to 80% of its Starting Value; otherwise, a coupon rate of 0.25% perannum (0.02084% per month) (the “Minimum Coupon Payment”) payable monthly if the Observation Value ofanyUnderlying Stock on the Beginning with the February 24, 2027 Observation Date, automatically callable monthly for an amount equal to the principal amount plus theapplicable Coupon Payment if the Observation Value ofeachUnderlying Stock is greater than or equal to 100% of its Starting Value on any Assuming the Notes are not called prior to maturity, at maturity you will receive the principal amount. At maturity you will also receive theapplicable Coupon Payment. ●All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”), as issuer of the Notes, and Bank of AmericaCorporation (“BAC” or the “Guarantor”), as guarantor of the Notes.●The Variable Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the Class ACommon Stock of Palantir Technologies Inc. and the Common Stock of Tesla, Inc., due February 27, 2031 (the “Notes”) are expected to price onFebruary 24, 2026 and expected to issue on February 27, 2026.●The Notes will not be listed on any securities exchange.●CUSIP No. 09711NPY0. The initial estimated value of the Notes as of the pricing date is expected to be between $890.00 and $960.00 per $1,000.00 in principalamount of Notes, which is less than the public offering price listed below.The actual value of your Notes at any time will reflect many factors andcannot be predicted with accuracy. See “Risk Factors” beginning on page PS-10of this pricing supplement and “Structuring the Notes” on page PS-18 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-10 of this pricing supplement, page PS-4 of the accompanying product supplement, page S-7 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus. disapproved 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. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, feesor commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $962.50 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 $37.50, resulting in proceeds, before expenses, to BofAFinance of as low as $962.50 per $1,000.00 in principal amount of Notes. Terms of the Notes The Notes provide a monthly Maximum Coupon Payment of $6.875 per $1,000 in principal amount of Notes on the applicable Coupon Payment Dateif, on the related monthly Observation Date, the Observation Value ofeachUnderlying Stock is greater than or equal to its Coupon Barrier. Otherwise, Beginning with the February 24, 2027 Observation Date, if the Observation Value ofeachUnderlying Stock is greater than or equal to its Call Value onany Observation Date (other than the final Observation Date), the Notes will be automatically called, in whole but not in part, and you will receive theprincipal amount, together with the applicable Coupon Payment. No further amounts will be payable following an Automatic Call. If the Notes are not 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 UnderlyingStocks. 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 theissuance of market-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal fundingrate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well Variable Income Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the Class ACommon Stock of Palantir Technologies Inc. and the Common Stock of Tesla, Inc. Variable Income Auto-Callable Yi