美国银行美股招股说明书(2026-02-18版)

Auto-Callable Notes Linked to the Least Performing of the State Street®Consumer Discretionary Select SectorSPDR®ETF, the State Street®Energy Select Sector SPDR®ETF, the State Street®FinancialSelect Sector SPDR®ETF and the VanEck®Semiconductor ETF•The Auto-Callable Notes Linked to the Least Performing of the State Street®Consumer Discretionary Select Sector SPDR®® ETF, the State StreetEnergy Select Sector SPDR®ETF, the State Street®Financial Select Sector SPDR®ETF and the VanEck®Semiconductor ETF, due February 28,2031 (the “Notes”) are expected to price on February 25, 2026 and expected to issue on March 2, 2026.•Approximate 5 year term if not called prior to maturity.•Payment on the Notes will depend on the individual performance of the State Street®Consumer Discretionary Select Sector SPDR®ETF, theState Street®Energy Select Sector SPDR®ETF, the State Street®Financial Select Sector SPDR®ETF and the VanEck®Semiconductor ETF(each an “Underlying”).•Beginning with the February 26, 2027 Call Observation Date, automatically callable monthly for an amount equal to the applicable Call Amount if,on the applicable Call Observation Date, the Observation Value of each Underlying is equal to or greater than its Call Value. The Call ObservationDates and Call Amounts are indicated on page PS-4.•Assuming the Notes are not called prior to maturity, if the Ending Value of each Underlying is greater than or equal to 100% of its Starting Value, atmaturity, you will receive $2,187.50 per $1,000.00 in principal amount of your Notes.•However, assuming the Notes are not called prior to maturity, ifanyUnderlying declines by more than 40% 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 the principalat risk. Otherwise, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying is less than 100.00% of itsStarting Value but greater than or equal to 60% of its Starting Value, at maturity you will receive the principal amount of your Notes.•Any payment on the Notes is 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.•No periodic interest payments.•The Notes will not be listed on any securities exchange.•CUSIP No. 09711KTZ9. The initial estimated value of the Notes as of the pricing date is expected to be between $880.00 and $940.00 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-10 of this pricing supplement and “Structuring the Notes” on page PS-35 of thispricing supplement 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-10 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 $988.50 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 $11.50, resulting in proceeds, before expenses, to BofA Finance of as low as $988.50 per $1,000.00 in principal amount of Notes. The Notes and the related guarantee: Selling Agent Auto-Callable Notes Linked to the Least Performing of the State Street®Consumer Discretionary Select Sector SPDR®ETF, the StateStreet®Energy Select Sector SPDR®ETF, the State Street®Financial Select Sector SPDR®ETF and the VanEck®Semiconductor ETF Terms of the Notes Auto-Callable Notes Linked to the Least Performing of the State Street®Consumer Discretionary Select Sector SPDR®ETF, the StateStreet®Energy Select Sector SPDR®ETF, the State Street®Financial Select Sector SPDR®ETF and the VanEck®Semiconductor ETF Auto-Callable Notes Linked to the Least Performing of the State Street®Consumer Discretionary Select Sector SPDR®ETF, the StateStreet®Energy Select Sector SPDR®ETF, the State Street®Financial Select Sector SPDR®ETF an