美国银行美股招股说明书(2026-03-31版)

BofA Finance LLCSTRUCTURED INVESTMENTSOpportunities in U.S. and International Equities $6,122,000 Callable Contingent Income Securities due April 1, 2027 Payments on the Securities Based on the Worst Performing of the S&P 500®Index, the Russell 2000®Index and the NASDAQ-100®Index Fully and Unconditionally Guaranteed by Bank of America CorporationPrincipal at Risk Securities The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest.Instead, the securities will pay a contingent quarterly couponbutonly ifthe index closing value ofeach of the S&P 500®Index, the Russell 2000®Index and the NASDAQ-100®Indexoneach index business dayduring the applicablequarterly observation period isat or above60% of its respective initial index value, which we refer to as the respective coupon barrier level. If the index closing valueof anyunderlying indexis less than the coupon barrier level for such index onany index business dayduring an observation period, we will pay no contingent quarterly coupon for therelated quarterly period.In addition, beginning on July 2, 2026,we will have the right to redeem the securities at our discretion on any quarterly redemption datefor aredemption payment equal to the sum of the stated principal amount plus any contingent quarterly coupon otherwise due with respect to the related observation period. An earlyredemption of the securities will not automatically occur based on the performance of the underlying indices. At maturity, if the securities have not previously been redeemed andthe final index value ofeachunderlying index is greater than or equal to 60% of the respective initial index value, which we refer to as the downside threshold level, the payment atmaturity will be the stated principal amount and, if payable, the contingent quarterly coupon otherwise due with respect to the final observation period. If, however, the final indexvalue ofanyunderlying index is less than its downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1-to-1 basis and willreceive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero.Accordingly, investors in the securities must be willingto accept the risk of losing their entire initial investment based on the performance of any underlying index and also the risk of not receiving any quarterly coupons during the entire 1-year term of the securities.Because payments on the securities are based on the worst performing of the underlying indices, a decline beyond therespective coupon barrier level on any index business day during an observation period and/or beyond the respective downside threshold level on the final observation date, asapplicable, ofanyunderlying index will result in the forfeiture of contingent quarterly coupons and/or a significant loss of your investment, as applicable, even if the otherunderlying indices have appreciated or have not declined as much.Investors will not participate in any appreciation in any underlying index.The securities are for investors whoare willing to risk their principal and seek an opportunity to earn contingent quarterly coupon payments at a potentially above-market rate in exchange for the risk of receiving nocontingent quarterly coupon payments ifany underlying indexcloses below the coupon barrier level for such index on any index business day during the related observationperiod, and the risk of an early redemption of the securities at our discretion.The securities are our senior debt securities. Any payments on the securities are fully andunconditionally guaranteed by Bank of America Corporation (“BAC”). The securities are issued as part of BofA Finance LLC’s (“BofA Finance”) “Medium-Term Notes, Series A”program. All payments on the securities are subject to the credit risk of BofA Finance, as issuer of the securities, and BAC, as guarantor of the securities.If we default on ourobligations, you could lose some or all of your investment.These securities are not secured obligations and you will not have any security interest in, or otherwisehave any access to, any underlying reference asset or assets. There are important differences between the securities and a conventional debt security. Potential purchasers of the securities should consider the information in “Risk Factors” beginning on page11 of 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 securities or determined if thispricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The securities