美国银行美股招股说明书(2026-02-19版)

BofA Finance LLC STRUCTURED INVESTMENTS Opportunities in U.S. Equities$7,622,000 Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due March 3, 2028Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM Fully and Unconditionally Guaranteed by Bank of America CorporationPrincipal at Risk SecuritiesThe Auto-Callable Trigger PLUS are our senior debt securities. Any payments on the Auto-Callable Trigger PLUS are fully and unconditionally guaranteed by Bank of America Corporation (“BAC”). The Auto-Callable Trigger PLUS will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement,prospectus supplement and prospectus, as supplemented or modified by this document. The securities will be automatically redeemed if the index closing value of the underlying index on thedetermination date is greater than or equal to the initial index value, for an early redemption payment of $1,087.00 per Auto-Callable Trigger PLUS, as described below. No further payments willbe made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the underlying index hasappreciatedin value, investors willreceive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the securities have not previously been redeemed and the underlying indexhasdepreciatedin value, but the final index value is greater than or equal to the downside threshold level, investors will receive the stated principal amount of their investment. However, ifthe securities have not previously been redeemed and the underlying index has depreciated in valueso that the final index value is less than thedownside threshold level, investors will lose asignificant portion or all of their investment, resulting in a 1% loss for every 1% decline in the index value over the term of the Auto-Callable Trigger PLUS.Under these circumstances, thepayment at maturity will be less than 80% of the stated principal amount and could be zero.Accordingly, you may lose your entire investment.These Auto-Callable Trigger PLUS are forinvestors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the possibility of receiving an early redemption payment orthe upside leverage feature and the limited protection against loss that applies only if the final index value is greater than or equal to the downside threshold level.Investors may lose theirentire initial investment in the Auto-Callable Trigger PLUS. The Auto-Callable Trigger PLUS are issued as part of BofA Finance LLC’s (“BofA Finance”) “Medium-Term Notes, Series A”program. All payments on the Auto-Callable Trigger PLUS are subject to the credit risk of BofA Finance, as issuer of the Auto-Callable Trigger PLUS, and BAC, as guarantor of the Auto-Callable Trigger PLUS.If we default on our obligations, you could lose some or all of your investment.These Auto-Callable Trigger PLUS are not secured obligations and you willnot have any security interest in, or otherwise have any access to, any underlying reference asset or assets. The Auto-Callable Trigger PLUS will not be redeemed early on the early redemption date if the index closing value of the underlying index isbelow the initial index value on the determination date. February 23, 2027, subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates”beginning on page PS-18 of the accompanying product supplement. $964.80 per $1,000.00 in principal amount of Auto-Callable Trigger PLUS, which is less than the price to public listed below. The actual value of your Auto-Callable Trigger PLUS at any time will reflect many factors and cannot be predicted with accuracy. See “Structuring the Auto-Callable Trigger PLUS” in thispricing supplement. (1) Morgan Stanley Wealth Management and its financial advisors will collectively receive from the agent, BofAS, a fixed sales commission of $20.00 for each Auto-Callable Trigger PLUS they sell. See“Supplement to the plan of distribution; role of BofAS and conflicts of interest” in this pricing supplement.(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each Auto-Callable Trigger PLUS. There are important differences between the Auto-Callable Trigger PLUS and a conventional debt security. Potential purchasers of the Auto-Callable Trigger PLUS should consider the information in “Risk Factors” beginning on page 7of this pricing supplement, page PS-3 of the accompanying product supplement, page S-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 or disapproved of these A