美国银行美股招股说明书(2026-02-03版)

BofA Finance LLC $-- Capped Buffered Return Notes Fully and Unconditionally Guaranteed by Bank of America Corporation February 2, 2026 Linked to the S&P 500®Index• The Capped Buffered Return Notes Linked to the S&P 500®Index, due March 4, 2027 (the “Notes”) are expected to price on February27, 2026 and expected to issue on March 4, 2026.•Approximate 12 month term. •Payment on the Notes will depend on the performance of the S&P 500®Index (the “Underlying”).•If the Ending Value of the Underlying is greater than 100% of its Starting Value, at maturity, you will receive 100.00% upside exposure toincreases in the value of the Underlying, subject to the Max Return of at least 10.40%. The actual Max Return will be determined on thepricing date.•If the Underlying declines by more than 15% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposureto decreases in the value of the Underlying beyond a 15% decline, with up to 85% of the principal at risk; otherwise, at maturity, you willreceive 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. The initial estimated value of the Notes as of the pricing date is expected to be between $950.00 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-6 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 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 $995.00 per (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $5.00, resulting in proceeds, before expenses, to BofA Finance of as low as $995.00 per $1,000.00 in principal amount of Notes. Payment on the Notes depends on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the 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 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“Risk Factors” beginning on PS-6 and “Structuring the Notes” on PS-14. Redemption Amount Determination Onthe Maturity Date, you will receive a cash payment per $1,000.00 in principal amount of Notes determined as follows: Hypothetical Payout Profile and Examples of Payments at Maturity Capped Buffered Return Notes Table The following table is for purposes of illustration only. It is based onhypotheticalvalues and showshypotheticalreturns on the Notes. The tableillustrates the calculation of the Redemption Amount and the return on the Notes based on a hypothetical Starting Value of 100, a hypothetical ThresholdValue of 85, a Max Return of $1,104.00 per $1,000.00 in principal amount of Notes and a range of hypothetical Ending Values of the Underlying.The investing in the Notes. For recent actual values of the Underlying, see “The Underlying” section below. The Ending Value of the Underlying will not include any incomegenerated by dividends or other distributions paid with respect to shares or units of the Underlying or on the securitiesincluded in the Underlying, as Capped Buffered Return Notes Linked to the S&P 500® Risk Factors Your investment in the Notes entails significant risks, many of which differ from those of a conventional debt security.