美国银行美股招股说明书(2026-04-08版)

BofA Finance LLC Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Bank of America Corporation Market Linked Securities—Auto-Callable with Contingent Coupon andContingent DownsidePrincipal at Risk Securities Linked to the Lowest Performing of the Invesco QQQ TrustSM, ■Linked to theLowest Performingof the Invesco QQQ TrustSM, Series 1 and the State Street®SPDR®S&P 500®ETF Trust(each referred to as an “Underlying”)■Unlike ordinary debt securities, the Securities do not provide for fixed payments of interest, do not repay a fixed amount of principal on the Maturity Date and are subject to potential automatic call prior to the Maturity Date upon the termsdescribed below.Whether the Securities pay a Contingent Coupon, whether the Securities are automatically called prior tothe Maturity Date and, if they are not automatically called, whether you receive the principal amount of your Securities onthe Maturity Date will depend, in each case, on the Fund Closing Price of the Lowest Performing Underlying on the relevantCalculation Day.The Lowest Performing Underlying on any Calculation Day is the Underlying that has the lowest FundClosing Price on that Calculation Day as a percentage of its Starting Value■Contingent Coupon.The Securities will pay a Contingent Coupon on a monthly basis until the earlier of the Maturity Date or automatic call if,and only if, the Fund Closing Price of the Lowest Performing Underlying on the Calculation Day for thatmonthis greater than or equal to its Coupon Barrier.However,if the Fund Closing Price of the Lowest PerformingUnderlying on a Calculation Day is less than its Coupon Barrier, you will not receive any Contingent Coupon for the relevantmonth.If the Fund Closing Price of the Lowest Performing Underlying is less than its Coupon Barrier on every CalculationDay, you will not receive any Contingent Coupons throughout the entire term of the Securities. The Coupon Barrier for eachUnderlying is equal to 80% of its Starting Value. The Contingent Coupon Rate will be determined on the Pricing Date andwill be at least 9.70% per annum■ ■Automatic Call.If the Fund Closing Price of the Lowest Performing Underlying on any of the monthly Calculation Daysfrom July 2026 to March 2027, inclusive, is greater than or equal to its Starting Value, the Securities will be automaticallycalled for the principal amount plus a final Contingent Coupon Payment■Potential Loss of Principal.If the Securities are not automatically called prior to the Maturity Date, you will receive the principal amount on the Maturity Date if,and only if, the Fund Closing Price of the Lowest Performing Underlying on theFinal Calculation Day is greater than or equal to its Threshold Value.If the Fund Closing Price of the Lowest PerformingUnderlying on the Final Calculation Day is less than its Threshold Value, you will lose more than 20%, and possibly all, ofthe principal amount of your Securities. The Threshold Valuefor each Underlying is equal to 80% of its Starting Value■If the Securities are not automatically called prior to the Maturity Date, you will have full downside exposure to the Lowest Performing Underlying from its Starting Value if its Fund Closing Price on the Final Calculation Day is less than its ThresholdValue, but you will not participate in any appreciation of either Underlying and will not receive any dividends on shares ofeither Underlying or the securities held by or included in either Underlying■Your return on the Securities will dependsolely on the performance of the Underlying that is the Lowest Performing Underlying on each Calculation Day.You will not benefit in any way from the performance of the better performingUnderlying.Therefore, you will be adversely affected ifeither Underlyingperforms poorly, even if the other Underlyingperforms favorably ■All payments on the Securities are subject to the credit risk of BofA Finance LLC (“BofA Finance”), as issuer of theSecurities, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the SecuritiesSecurities will not be listed on any securities exchange The initial estimated value of the Securities as of the Pricing Date is expected to be between $914.25 and $974.25 per Security, whichis less than the public offering price listed below.The actual value of your Securities at any time will reflect many factors and cannot be predictedwith accuracy. See “Selected Risk Considerations” beginning on page PS-9 of this pricing supplement and “Structuring the Securities” on page PS-26 ofthis pricing supplement for additional information.The Securities have complex features and investing in the Securities involves risks not associated with an investment in conventional debt securities. Potential purchasers of the Securities should consider the information in “Selected Risk Considerations” beginning onpage PS-9 herein and “Risk Factors” beginning on page PS-6 of the accompanying product supplement, page S-7 of the accompan