美国银行美股招股说明书(2026-02-17版)

Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and the S&P 500®Index •The Buffered Digital Return Notes Linked to the Least Performing of the Nasdaq-100® Index, the Russell 2000®Index and the S&P 500Index, due August 20, 2027 (the “Notes”) are expected to price on February 17, 2026 and expected to issue on February 20, 2026.•Approximate 18 month term. •Payment on the Notes will depend on the individual performance of the Nasdaq-100®Index (each an “Underlying”).• If the Ending Value of each Underlying is greater than or equal to 70% of its Starting Value, at maturity, you will receive a digital paymentof $1,096.00 per $1,000.00 in principal amount of Notes.•IfanyUnderlying declines by more than 30% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposureto decreases in the value of the Least Performing Underlying beyond a 30% decline, with up to 70% of the principal at risk.•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 initial estimated value of the Notes as of the pricing date is expected to be between $940.00 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 predicted with accuracy. See “Risk Factors” beginning on page PS-6 of this pricing supplement and “Structuring the Notes” on page PS-21 of this pricingsupplement for additional information.There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information 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 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 $997.50 per (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $2.50, resulting in proceeds, before expenses, to BofAFinance of as low as $997.50 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 $2.50 per $1,000.00 in principal * Subject to change. Payment on the Notes depends on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of each 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 Buffered Digital Return Notes Linked to the Least Performing of the Nasdaq-100®Index, the Russell 2000®Index and the S&P 500Index Hypothetical Payout Profile and Examples of Payments at Maturity Buffered Digital 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 for the Least PerformingUnderlying, a hypothetical Threshold Value of 70 for the Least Performing Underlying, the Digital Payment of $1,096.00 per $1,000.00 in principal For recent actual values of the Underlyings, see “The Underlyings” section below. The Ending Value of each Underlying will not include any incomegenerated by dividends or other distributions paid with respect to shares or units o