美国银行美股招股说明书(2026-02-26版)

BofA Finance LLC $-- Auto-Callable Enhanced Return Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the S&P 500®Index• 2026 and expected to issue on March 18, 2026.Approximate 5 year term if not called prior to maturity. •Payment on the Notes will depend on the performance of the S&P 500®Index (the “Underlying”).•Automatically callable at an amount equal to the Call Amount if, on the Call Observation Date, the Observation Value of the Underlying is equal toor greater than its Call Value. The Call Value is indicated on page PS-2, and the Call Observation Date and the Call Amount are indicated on pagePS-4.•Assuming the Notes are not called prior to maturity, if the Ending Value of the Underlying is greater than or equal to 100% of its Starting Value, atmaturity, you will receive 150.00% upside exposure to increases in the value of the Underlying from its Starting Value.•However, assuming the Notes are not called prior to maturity, if the Underlying declines by more than 20% from its Starting Value, at maturity yourinvestment will be subject to 1:1 downside exposure to decreases in the value of the Underlying, with up to 100% of the principal at risk.Otherwise, if the Notes are not called prior to maturity and the Ending Value of the Underlying is less than 100.00% of its Starting Value but greaterthan or equal to 80% of its Starting Value, at maturity you will receive the principal amount of your Notes.•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, and Bank ofAmerica Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•No periodic interest payments.•The Notes will not be listed on any securities exchange.•CUSIP No. 09711NC40. The initial estimated value of the Notes as of the pricing date is expected to be between $929.90 and $969.90 per $1,000.00 in principal amount 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 and cannot bepredicted with accuracy. See “Risk Factors” beginning on page PS-8 of this pricing supplement and “Structuring the Notes” on page PS-16 of this pricing supplement 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-8 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 $980.00 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 $20.00, resulting in proceeds, before expenses, to BofAFinance of as low as $980.00 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 $8.00 per $1,000.00 in principalamount of the Notes in connection with the distribution of the Notes to other registered broker-dealers. Auto-Callable Enhanced Return Notes Linked to the S&P 500® Call Observation Date, Call Payment Date and Call Amount 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 Underlying.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 the issuance ofmarket-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typicallylower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the 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 page PS-8 and “Structuring the Notes” on page PS-16. Automatic Call and Redemption Amount Determination Auto-Callable Enhanced Return Notes Linked to the S&P 500® All payments described above are subject to the credit risk of