美国银行美股招股说明书(2026-06-04版)

Variable Income Auto-Callable YieldNotes Fully and Unconditionally Guaranteed byBank of America Corporation Linked to the Least Performing of the Class A Common Stock of Meta Platforms, Inc., theCommon Stock of Advanced Micro Devices, Inc., the Common Stock of Broadcom Inc. andthe Common Stock of Tesla, Inc. ●Approximate 5 year term if not called prior to maturity.●Payments on the Notes will depend on the individual performance of the Class A common stock of Meta Platforms, Inc., the common stock ofAdvanced Micro Devices, Inc., the common stock of Broadcom Inc. and the common stock of Tesla, Inc. (each an “Underlying Stock”).●Coupon rate of 9.25% per annum (0.7709% per month) (the “Maximum Coupon Payment”) payable monthly if the Observation Value ofeachUnderlying Stock on the applicable Observation Date is greater than or equal to 75% of its Starting Value; otherwise, a coupon rate of 0.25% perannum (0.02084% per month) (the “Minimum Coupon Payment”) payable monthly if the Observation Value ofanyUnderlying Stock on theapplicable Observation Date is less than 75% of its Starting Value.●Beginning with the June 25, 2027 Observation Date, automatically callable monthly for an amount equal to the principal amount plus theapplicable Coupon Payment if the Observation Value ofeachUnderlying Stock is greater than or equal to 85% of its Starting Value on anyObservation Date (other than the final Observation Date).●Assuming the Notes are not called prior to maturity, at maturity you will receive the principal amount. At maturity you will also receive theapplicable Coupon Payment.●All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”), as issuer of the Notes, and Bank of AmericaCorporation (“BAC” or the “Guarantor”), as guarantor of the Notes.●The Variable Income Auto-Callable Yield Notes Linked to the Least Performing of the Class A Common Stock of Meta Platforms, Inc., theCommon Stock of Advanced Micro Devices, Inc., the Common Stock of Broadcom Inc. and the Common Stock of Tesla, Inc., due June 30, 2031(the “Notes”) are expected to price on June 25, 2026 and expected to issue on June 30, 2026.●The Notes will not be listed on any securities exchange.●CUSIP No. 09712CE66. The initial estimated value of the Notes as of the pricing date is expected to be between $880.00 and $960.00 per $1,000.00 in principalamount of Notes, which is less than the public offering price listed below.The actual value of your Notes at any time will reflect many factors andcannot be predicted with accuracy. See “Risk Factors” beginning on page PS-10of this pricing supplement and “Structuring the Notes” on page PS-20of this pricing supplement for additional information.There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors” beginning on page PS-10 of this pricing supplement, page PS-4 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 this pricing supplement and the accompanying product supplement, prospectus supplement andprospectus 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, feesor commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $960.00 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 $40.00, resulting in proceeds, before expenses, to BofA Finance of as low as $960.00 per $1,000.00 in principal amount of Notes. The Notes and the related guarantee: Variable Income Auto-Callable Yield Notes Linked to the Least Performing of the Class A Common Stock of Meta Platforms, Inc., theCommon Stock of Advanced Micro Devices, Inc., the Common Stock of Broadcom Inc. and the Common Stock of Tesla, Inc. Terms of the Notes The Notes provide a monthly Maximum Coupon Payment of $7.709 per $1,000 in principal amount of Notes on the applicable Coupon Payment Dateif, on the related monthly Observation Date, the Observation Value ofeachUnderlying Stock is greater than or equal to its Coupon Barrier. Otherwise,if the Observation Value ofanyUnderlying Stock on the related Observation Date is less than its Coupon Barrier, the Notes provide a monthlyMinimum Coupon Payment of $0.2084 per $1,000 in principal amount of Notes on the applicable Coupon Payment Date. Beginning with the June 25, 2027 Observation Date, if the Observation Value ofeachUnderlying Stock is greater than or equal to its Call Value on