美国银行美股招股说明书(2026-08-05版)

Fixed Income Issuer Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100®Indexand the S&P 500®Index•The Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100® Indexand the S&P 500®Index, due September 2, 2027 (the “Notes”) are expected to price on August 28, 2026 and expected to issue onSeptember 2, 2026.•Approximate 12 month term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the Market Guard Top 100 Index, the Nasdaq-100®Index and theS&P 500®Index (each an “Underlying”).•A fixed coupon rate of 8.85% per annum (0.7375% per month) payable monthly, assuming the Notes have not been called.•Beginning on March 4, 2027, callable monthly at our option for an amount equal to the principal amount plus the Fixed Coupon Payment.•Assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 30% from its Starting Value, at maturity yourinvestment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of theprincipal at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive the final Fixed CouponPayment regardless of the performance of the Least Performing Underlying.•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, andBank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•The Notes will not be listed on any securities exchange.•CUSIP No. 09712CS20. The initial estimated value of the Notes as of the pricing date is expected to be between $937.50 and $987.50 per $1,000.00 in principal amountof Notes, which is less than the public offering price listed below.The actual value of your Notes at any time will reflect many factors and cannot bepredicted with accuracy. See “Risk Factors” beginning on page PS-8 of this pricing supplement and “Structuring the Notes” on page PS-31 of this pricingsupplement for additional information. There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider theinformation in “Risk Factors” beginning on page PS-8 of this pricing supplement, page PS-3 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)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 Notes and the related guarantee: Selling Agent Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100®Indexand the S&P 500®Index Terms of the Notes Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100®Indexand the S&P 500®Index Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100®Indexand the S&P 500®Index Fixed Payment Dates and Call Payment Dates Fixed Income Issuer Callable Yield Notes Linked to the Least Performing of the Market Guard Top 100 Index, the Nasdaq-100®Indexand the S&P 500®Index Any payments on the Notes depend on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlyings.The economic terms of the Notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance ofmarket-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typicallylower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as theunderwriting discount, if any, and the hedging related charges described below (see “Risk Factors” beginning on page PS-8), will reduce the economicterms of the Notes to you a