美国银行美股招股说明书(2026-02-04版)

BofA Finance LLC Leveraged Buffered S&P 500®Index-Linked Notes dueFully and Unconditionally Guaranteed by The notes do not bear interest.The amount that you will be paid on your notes on the stated maturity date (expected to bethe second scheduled business day after the determination date) is based on the performance of the S&P 500® we refer to as the “underlier”), as measured from the trade date to and including the determination date (expected to bebetween 16 and 18 months after the trade date). If the final underlier level on the determination date is greater than the initialunderlier level (set on the trade date and may be higher or lower than the actual closing level of the underlier on the tradedate), the return on your notes will be positive, subject to the maximum settlement amount (expected to be between $1,145.92and $1,171.52 for each $1,000 face amount of your notes). If the final underlier level declines by up to 10.00% from the initialunderlier level, you will receive the face amount of your notes.If the final underlier level declines by more than 10.00%from the initial underlier level, you will be exposed on a leveraged basis to any decrease in the final underlier level To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease inthe final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes,you will receive an amount in cash equal to: ●if the underlier return ispositive(the final underlier level isgreater thanthe initial underlier level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 1.6times(c)the underlier return, subject to the maximum settlement amount;●if the underlier return iszero or negativebutnot below-10.00% (the final underlier level isequal tothe initial underlier levelor isless thanthe initial underlier level, but not by more than 10.00%), $1,000; or if the underlier return isnegativeand isbelow-10.00% (the final underlier level isless thanthe initial underlier level bymore than 10.00%), thesumof (i) $1,000plus(ii) theproductof (a) approximately 1.11111times(b) thesumof theunderlier returnplus10.00%times(c) $1,000. You will receive less than the face amount of your notes. The notes will not be listed on any securities exchange. Investment in the notes involves certain risks, including thecredit risk of BofA Finance LLC (“BofA Finance”), as issuer of the notes, and the credit risk of Bank of AmericaCorporation (“BAC” or the “Guarantor”), as guarantor of the notes. Potential purchasers of the notes should considerthe information in “Risk Factors” beginning on page PS-11 of this pricing supplement, page PS-3 of the As of the date of this pricing supplement, the initial estimated value of the notes at the time of pricing is expected tobe between $965.40 and $995.40 per $1,000 in face amount. See “Summary Information” beginning on page PS-3 ofthis pricing supplement, “Risk Factors” beginning on page PS-11 of this pricing supplement and “Structuring theNotes” on page PS-23 of this pricing supplement for additional information.The actual value of your notes at any Original issue date:, 2026Price to public:Underwriting discount(1):0.00% of the face amountNet proceeds to the issuer: (1)BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance, will participate as selling agent in the distribution of the notes.See “Supplemental Plan of Distribution — Conflicts of Interest” beginning on page PS-21of this pricing supplement. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanyingprospectus, prospectus supplement or product supplement. Any representation to the contrary is a criminal offense.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 Bank of America, N.A. or any other bank, The price to public and net proceeds listed above relate to the notes we sell initially. We may decide to selladditional notes after the date of this pricing supplement, at prices to public and with underwriting discounts andnet proceeds that differ from the amounts set forth above. The return (whether positive or negative) on yourinvestment in notes will depend in part on the price to public you pay for such notes. BofAS and any of our other broker-dealer affiliates may use this pricing supplement in the initial sale of the notes.In addition, BofAS and any of our other broker-dealer affiliates may use this pricing supplement in a market-making transaction in a note after its initial sale.Unless BofAS or any of our other broker-dealer affiliatesinforms the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a SUMMARY INFORMATION Key