美国银行美股招股说明书(2026-03-02版)

BofA Finance LLC $-- Contingent Income 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 State Street®SPDR®S&P®Regional Banking ETF •The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100® State Street®SPDR®S&P®Regional Banking ETF, due April 5, 2028 (the “Notes”) are expected to price on March 31, 2026 and expected to issueon April 6, 2026.• Approximate 2 year term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the Nasdaq-100®Index, the Russell 2000®SPDR®S&P®Regional Banking ETF (each an “Underlying”). •Contingent coupon rate of 12.00% per annum (1.00% per month) payable monthly if the Observation Value ofeachUnderlying on the applicable •Beginning on October 5, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 40% from its Starting Value, at maturity yourinvestment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principalat risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment if theObservation Value ofeachUnderlying on the final Observation Date is greater than or equal to 70.00% of its Starting Value.•All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance” or the “Issuer”), as issuer of the Notes, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•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 $935.00 and $985.00 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 bepredicted with accuracy. See “Risk Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-24 of this pricing 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-9 of this pricing supplement, page PS-3 of the accompanying product supplement, page 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 prospectus 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 $992.00 per (2)The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $8.00, resulting in proceeds, before expenses, to BofAFinance of as low as $992.00 per $1,000.00 in principal amount of Notes. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®the State Street®SPDR®S&P®Regional Banking ETF Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the Nasdaq-100®the State Street®SPDR®S&P®Regional Banking ETF Observation Dates, Contingent Payment Dates and Call Payment Dates 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 Underlyings.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-9 and “Structuring the Notes” on page PS-24. The Redemption Amount will also include a final Contingent Coupon Payment if the Ending Value of theLeast Performing Underlying is greater than or equal to its Coupon Barrier. Contingent Income Issuer Callable Yield Notes Linked