美国银行美股招股说明书(2026-06-09版)

BofA Finance LLC $736,000 Contingent Income (with Memory Feature) Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Class A Common Stock of Duolingo, Inc., the Class A CommonStock of Reddit, Inc. and the Common Stock of Netflix, Inc.• The Contingent Income (with Memory Feature) Auto-Callable Yield Notes Linked to the Least Performing of the Class A Common Stock ofDuolingo, Inc., the Class A Common Stock of Reddit, Inc. and the Common Stock of Netflix, Inc., due June 8, 2029 (the “Notes”) priced on June 5,2026 and will issue on June 10, 2026.•Approximate 3 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 Duolingo, Inc., the Class A common stock ofReddit, Inc. and the common stock of Netflix, 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 60.00% 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 $17.917timesthe 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 with the June 7, 2027 Call Observation Date, automatically callable quarterly for an amount equal to the principal amount plus therelevant Contingent Coupon Payment, if the Observation Value of each Underlying Stock is greater than or equal to 100.00% of its Starting Valueon any Call Observation Date.•Assuming the Notes are not called prior to maturity, if both (i)eachUnderlying Stock declines from its Starting Value and (ii)anyUnderlying Stockdeclines by more than 50% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the valueof the Least Performing Underlying Stock, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the principal amount. Atmaturity you will also receive a final Contingent Coupon Payment if the Observation Value ofeachUnderlying Stock on the final Observation Dateis greater than or equal to 60.00% 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. 09712CWT6. The initial estimated value of the Notes as of the pricing date is $948.40 per $1,000.00 in principal amount of Notes, which is less than thepublic offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See“Risk Factors” beginning on page PS-13 of this pricing supplement and “Structuring the Notes” on page PS-21 of this pricing supplement for additionalinformation.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-13 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 ordisapproved 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)(1)(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 $997.50 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 $2.50, resulting in proceeds, before expenses, to BofAFinance of as low as $997.50 per $1,000.00 in principal amount of Notes. The total underwriting discount and proceeds, before expenses, to BofAFinance specified above reflect the aggregate of the underwriting discounts per $1,000.00 in principal amount of Notes.(3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $7.50 per $1,000.00 in principalamount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.The Notes and the related guarantee: Selling Agent Contingent Income (with Memory Fea