美国银行美股招股说明书(2026-05-08版)

Contingent Income Issuer Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the State Street®Health Care Select Sector SPDR®ETF, the State Street®SPDR®S&P®Regional Banking ETF and the iShares®Expanded Tech- Software Sector ETF •The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the State Street®Health Care Select Sector SPDR®the State Street®SPDR®S&P®Regional Banking ETF and the iShares®Expanded Tech-Software Sector ETF, due February 12, 2029 (the“Notes”) priced on May 7, 2026 and will issue on May 12, 2026. •Approximate 2.75 year term if not called prior to maturity.•Payments on the Notes will depend on the individual performance of the State Street®Health Care Select Sector SPDR®® SPDR® S&P®Regional Banking ETF and the iShares® •Contingent coupon rate of 15.00% per annum (3.75% per quarter) payable quarterly if the Observation Value ofeachUnderlying on the applicableObservation Date is greater than or equal to 65.00% of its Starting Value, assuming the Notes have not been called. Beginning on February 11, 2027, callable quarterly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon •Payment, if otherwise payable. •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, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment if theObservation Value ofeachUnderlying on the final Observation Date is greater than or equal to 65.00% of its Starting Value. •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, and Bank ofAmerica Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•The Notes will not be listed on any securities exchange.• The initial estimated value of the Notes as of the pricing date is $986.30 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-9 of this pricing supplement and “Structuring the Notes” on page PS-26 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-9 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 and Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the State Street®ETF, the State Street®SPDR®S&P®Regional Banking ETF and the iShares® Observation Dates, Contingent Payment Dates and Call Payment 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 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-9), reduced the economic 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 the structuring of the Notes, see “Risk Factors” beginning on page PS-9 and “Structuring the Notes” on page PS-26. The Redemption Amount will also include a final Contingent Coupon Payment if the Ending Value of theLeast Performing Underlying is greater than or equal to its Coupon Barrier. Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the State Street®ETF, the State Street®SPDR®S&P®Regional Banking ETF and the iShares® Total Contingent Coupon Payment Examples The table below illustrates the hypothetical total Contingent Coupon Payments per $1,000.00 in principal amount of Notes over t