美国银行美股招股说明书(2026-03-03版)

BofA Finance LLC $-- Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Nasdaq-100®Technology Sector Index, the Russell 2000®Index and the S&P 500®Index •The Auto-Callable Enhanced Return Notes Linked to the Least Performing of the Nasdaq-100® and the S&P 500®Index, due March 29, 2030 (the “Notes”) are expected to price on March 26, 2026 and expected to issue on March 31, 2026.Approximate 4 year term if not called prior to maturity. S&P 500®Index (each an “Underlying”).•Beginning with the March 29, 2027 Call Observation Date, automatically callable at an amount equal to the applicable Call Amount if, on the applicable Call Observation Date, the Observation Value of each Underlying is equal to or greater than its applicable Call Value. The Call Values are indicated on page PS-2, and the Call Observation Dates and Call Amounts are indicated on page PS-4.•Assuming the Notes are not called prior to maturity, if the Ending Value of each 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 Least Performing Underlying from its Starting Value.•However, assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 30% 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, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying is less than 100.00% of itsStarting Value but greater than or equal to 70% 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. 09711NAX8. The initial estimated value of the Notes as of the pricing date is expected to be between $860.60 and $910.60 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 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, 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 $967.50 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 $32.50, resulting in proceeds, before expenses, to BofA (3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $3.50 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 Least Performing of the Nasdaq-100®Index and the S&P 500®Index Call Observation Dates, Call Payment Dates, Call Amounts and Call ** See page PS-2 for the applicable Call Values of each Underlying. 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 Auto-Callable Enhanced Return Notes Linked to the Least Per