美国银行美股招股说明书(2026-04-16版)

BofA Finance LLC$---- Trigger Autocallable GEARS Fully and Unconditionally Guaranteed by Bank of America CorporationInvestment Description The Trigger Autocallable GEARS (the “Notes”) linked to the iShares® MSCI Brazil ETF (the “Underlying”) due April 20, 2029 are senior unsecured obligations issued by BofA Finance LLC (“BofA Finance”), a consolidatedfinance subsidiary of Bank of America Corporation (“BAC” or the “Guarantor”), which are fully and unconditionally guaranteed by the Guarantor. If on the Observation Date theCurrent Underlying Price is greater than or equal to the Autocall Barrier, which is a price of the Underlying equal to a percentage of the Initial Value, as indicated below, then we will automatically call the Notesand pay you a Call Price equal to the Stated Principal Amount plus a Call Return based on the Call Return Rate, and no further amounts will be owed to you. If the Notes are not automatically called on theObservation Date, and 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 of between [1.80 and 1.90] (to be set on the Trade Date). If the Notes are not automatically called on the Observation Date, and both (i) the Underlying Return is zero or negative and (ii)the Final Value is greater than or equal to the Downside Threshold of 75% of the Initial Value, BofA Finance will repay the Stated Principal Amount of the Notes at maturity. However, if the Notes are notautomatically called on the Observation Date, and both (i) the Underlying Return is negative and (ii) the Final Value is less than the Downside Threshold, you will receive less than the Stated PrincipalAmount at maturity, resulting in a loss that is equal to the percentage decline in the price of the Underlying, up to 100% of your initial investment.Investing in the Notes involves significant risks.You will not receive coupon payments during the approximate 3 year term of the Notes. You may lose all or a substantial portion of your initial investment.You will not receive dividends or other distributions paid on any shares or units of the Underlying or on the stocks included in the Underlying.The Contingent Repayment of Principalapplies only if you hold the Notes to maturity.Any payment on the Notes, including any repayment of the Stated Principal Amount, is subject to the creditworthiness of BofA Finance and theGuarantor and is not, either directly or indirectly, an obligation of any third party.FeaturesKey Dates1 Automatic Call Feature— We will automatically call the Notes for a Call Price equal to the Stated Principal Amount plus a Call Return based on the Call Return Rate if theCurrent Underlying Price is greater than or equal to the Autocall Barrier on theObservation Date (occurring approximately one year after issuance).Enhanced Growth Potential—If the Notes have not been automatically called and the Underlying Return is positive, BofAFinance will repay the Stated Principal Amount of the Notes at maturity plus a return equal to the Underlying Returnmultiplied by the Upside Gearing. The Upside Gearing feature will provide leveraged exposure to the positive performance ofthe Underlying.Downside Exposure withContingent Repayment of Principal at Maturity— If the Notes have not been automatically calledand both (i) the Underlying Return is zero or negative and (ii) the Final Value of the Underlying is greater than or equal to theDownside Threshold, you will receive the Stated Principal Amount of the Notes at maturity. However, if the Underlying Returnis negative and the Final Value of the Underlying is less than the Downside Threshold, you will receive less than the StatedPrincipal Amount at maturity, resulting in a loss that is equal to the percentage decline in the price of the Underlying, up to a100% loss of your investment. 1Subject to change and will be set forth in thefinalpricing supplement relating to the Notes.2See “Supplement to the Plan of Distribution; Role ofBofAS and Conflicts of Interest” in this pricingsupplement for additional information.3See page PS-5 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 TO REPAY THE FULL AMOUNT OF THE STATED PRINCIPAL AMOUNT AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF ALL OR A SUBSTANTIAL PORTION OFYOUR INVESTMENT. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BOFA FINANCE THAT IS GUARANTEED BY BAC.YOU SHOULD NOTPURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “RISK FACTORS’’ B