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美国银行美股招股说明书(2026-08-13版)

2026-08-13 美股招股说明书 Silent
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BofA Finance LLC $3,066,000 Fixed Income Auto-Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Common Stock of Intel Corporation •The Fixed Income Auto-Callable Yield Notes Linked to the Common Stock of Intel Corporation, due September 16, 2027 (the “Notes”)priced on August 11, 2026 and will issue on August 14, 2026.•Approximate 13 month term if not called prior to maturity.•Payments on the Notes will depend on the performance of the common stock of Intel Corporation (the “Underlying Stock”).•A fixed coupon rate of 28.40% per annum (2.3667% per month) payable monthly, assuming the Notes have not been called.•Beginning with the February 11, 2027 Call Observation Date, automatically callable monthly for an amount equal to the principal amountplus the Fixed Coupon Payment, if the Observation Value of the 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 the Underlying Stock declines by more than 30% from its Starting Value, at maturityyour investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying Stock, 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 Underlying Stock.•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. 09712GP81. The initial estimated value of the Notes as of the pricing date is $1,001.60 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-8 of this pricing supplement and “Structuring the Notes” on page PS-14 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 theinformation in “Risk Factors” beginning on page PS-8 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)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $4.50 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: Fixed Income Auto-Callable Yield Notes Linked to the Common Stock of Intel Corporation Terms of the Notes Fixed Income Auto-Callable Yield Notes Linked to the Common Stock of Intel Corporation Fixed Income Auto-Callable Yield Notes Linked to the Common Stock of Intel Corporation * The Call Observation Dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating toObservation Dates” on page PS-18 of the accompanying product supplement, with references to “Observation Dates” being read as references to “CallObservation Dates.” 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 UnderlyingStock. 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, the referral fee and the hedging related charges described below (see “Risk Factors” beginning on page PS-8), reduced theeconomic terms of the Notes to you and the initial estimated value of the Notes. Due to these factors, the public offering price you are paying topurchase the Notes is greater than the initial estimated value of the Notes as of the pricing date. The initial estimated value of the Notes as of the pricing date is set forth on the cover page of this pricing supplement. For more information about theinitial estimated value and th