美国银行美股招股说明书(2026-07-01版)

BofA Finance LLC$---- Capped Buffer GEARSLinked to the S&P 500® Equal Weight Index Due July 18, 2028 Fully and Unconditionally Guaranteed by Bank of America Corporation Investment DescriptionThe Capped Buffer GEARS (the “Notes”) linked to the S&P 500® Equal Weight Index (the “Underlying”) due July 18, 2028 are senior unsecured obligations issued by BofA Finance LLC (“BofA Finance”), a consolidated finance subsidiary of Bank of America Corporation (“BAC” or the “Guarantor”), which are fully and unconditionally guaranteed by the Guarantor. The return on the Notes islinked to the performance of the Underlying from its Initial Value to its Final Value. If the Underlying Return is positive, BofA Finance will repay the Stated Principal Amount of the Notes at maturity plus areturn equal to the Underlying Return multiplied by the Upside Gearing of 2.00, but no more than the Maximum Gain of between [17.50% and 20.50%] (to be set on the Trade Date). If the UnderlyingReturn is zero or negative and the Final Value is greater than or equal to the Downside Threshold of 90% of the Initial Value, BofA Finance will repay the Stated Principal Amount of the Notes at maturity.However, if the Underlying Return is negative and the Final Value is less than the Downside Threshold, you will receive less than the Stated Principal Amount at maturity, resulting in a loss that is equal tothe percentage decline in the level of the Underlying in excess of the 10% Buffer. In this case, you could lose up to 90% of your initial investment.Investing in the Notes involves significant risks.You will not receive coupon payments during the approximate 24 month term of the Notes. You may lose up to 90% of your initial investment. You will not receive dividends or other distributions paid on any stocks included in the Underlying.Downside exposure to the Underlying is buffered only if you hold the Notes to maturity.Anypayment on the Notes, including any repayment of the Stated Principal Amount, is subject to the creditworthiness of BofA Finance and the Guarantor and is not, either directly or indirectly, anobligation of any third party.FeaturesKey Dates1 Enhanced Growth Potential, subject to the Maximum Gain— If the Underlying Return is positive, BofA Finance will repay the Stated Principal Amount of the Notes at maturity plus a return equal to the Underlying Return multiplied by theUpside Gearing, but no more than the Maximum Gain. The Upside Gearing feature will provide leveraged exposure to alimited range of positive performance of the Underlying.BufferedDownside Exposure with Contingent Repayment of Principal at Maturity— If the Underlying Return is zero or negative and the Final Value of the Underlying is greater than or equal to the Downside Threshold, you willreceive the Stated Principal Amount of the Notes at maturity. However, if the Underlying Return is negative and theFinal Value of the Underlying is less than the Downside Threshold, you will receive less than the Stated PrincipalAmount of the Notes at maturity, resulting in a loss that is equal to the percentage decline in the level of the Underlyingin excess of the 10% Buffer, up to a loss of 90% of your investment.. 1Subject to change and will be set forth in the final pricing supplementrelating to the Notes.2See “Supplement to the Plan of Distribution; Role of BofAS andConflicts of Interest” in this pricing supplement for additionalinformation.3See page PS-4 for additional details. Any payment on the Notes is subject to the creditworthiness of BofA Finance and the Guarantor. NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. BOFA FINANCE IS NOT NECESSARILY OBLIGATED TOREPAY THE FULL AMOUNT OF THE STATED PRINCIPAL AMOUNT AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING,SUBJECT TO THE BUFFER. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BOFA FINANCE THAT ISGUARANTEED BY BAC.YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKSINVOLVED IN INVESTING IN THE NOTES. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “RISK FACTORS’’ BEGINNING ON PAGE PS-6 OF THIS PRICING SUPPLEMENT, PAGE PS-3 OF THEACCOMPANYING PRODUCT SUPPLEMENT, PAGE S-7 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 7 OF THE ACCOMPANYING PROSPECTUS BEFOREPURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF,AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE A SIGNIFICANT PORTION OF YOUR INITIAL INVESTMENT IN THE NOTES.THE NOTES WILL NOT BE LISTED ONANY SECURITIES EXCHANGE AND MAY HAVE LIMITED OR NO LIQUIDITY.Notes Offering We are offering Capped Buffer GEARS linked to the S&P 500® Equal Weight Index due July 18, 2028. Any payment on the Notes will be based on the performance of the Underlying. The Maximum Gain,Initial Value and Downside Threshold