美国银行美股招股说明书(2026-03-16版)

Contingent Income (with Memory Feature) Issuer Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Common Stock of Tesla, Inc., the Common Stock ofUnitedHealth Group Incorporated and the Common Stock of lululemon athletica inc.• The Contingent Income (with Memory Feature) Issuer Callable Yield Notes Linked to the Least Performing of the Common Stock of Tesla, Inc., theCommon Stock of UnitedHealth Group Incorporated and the Common Stock of lululemon athletica inc., due March 23, 2029 (the “Notes”) areexpected to price on March 20, 2026 and expected to issue on March 25, 2026.•Approximate 3 year term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the common stock of Tesla, Inc., the common stock of UnitedHealth GroupIncorporated and the common stock of lululemon athletica inc. (each an “Underlying Stock”).•Contingent coupons payable monthly if the Observation Value ofeachUnderlying Stock on the applicable Observation Date is greater than orequal to 50.00% of its Starting Value, assuming the Notes have not been called. The coupon per $1,000.00 in principal amount of Notes payableon the related Contingent Payment Date, if applicable, will equal (i) theproductof $17.50timesthe number of Contingent Payment Dates thathave occurred up to the relevant Contingent Payment Date (inclusive of the relevant Contingent Payment Date)minus(ii) the sum of allContingent Coupon Payments previously paid.•Beginning on September 24, 2026, callable monthly at our option for an amount equal to the principal amount plus the relevant Contingent CouponPayment, if otherwise payable.•Assuming the Notes are not called prior to maturity, ifanyUnderlying Stock declines by more than 50% 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 Stock, with up to 100% of theprincipal at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment ifthe Observation Value ofeachUnderlying Stock on the final Observation Date is greater than or equal to 50.00% 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 ofAmerica Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•The Notes will not be listed on any securities exchange.•CUSIP No. 09711QP56. The initial estimated value of the Notes as of the pricing date is expected to be between $920.00 and $970.00 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-12 of this pricing supplement and “Structuring the Notes” on page PS-20 of thispricing supplement for additional information. 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-12 of this pricing supplement, page PS-4 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 or disapproved 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)(1)(2)(2) (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 $993.50 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 $6.50, resulting in proceeds, before expenses, to BofA Finance of as low as $993.50 per $1,000.00 in principal amount of Notes.The Notes and the related guarantee: Selling Agent Contingent Income (with Memory Feature) Issuer Callable Yield Notes Linked to the Least Performing of the Common Stock of Tesla,Inc., the Common Stock of UnitedHealth Group Incorporated and the Common Stock of lululemon athletica inc. Terms of the Notes Contingent Income (with Memory Feature) Issuer Callable Yield Notes Linked to the Least Performing of the Common Stock of Tesla,Inc., the Common Stock of UnitedHealth Group Incorporated and the Common Stock of lululemon athletica inc. Contingent Income (with Memory Feature) Issuer Callable Yield Notes Linked to the Least Perform