美国银行美股招股说明书(2026-05-14版)

Auto-Callable Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the Least Performing of the EURO STOXX 50®Index, the Russell 2000®Index andthe S&P 500®Index• The Auto-Callable Notes Linked to the Least Performing of the EURO STOXX 50®Index, the Russell 2000®Index and the S&P 500®Index, dueJune 3, 2031 (the “Notes”) are expected to price on May 29, 2026 and expected to issue on June 3, 2026.•Approximate 5 year term if not called prior to maturity.•Payment on the Notes will depend on the individual performance of the EURO STOXX 50®Index, the Russell 2000®Index and the S&P 500®Index (each an “Underlying”).•Beginning with the June 3, 2027 Call Observation Date, automatically callable quarterly for an amount equal to the applicable Call Amount if, onthe 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 $1,812.50 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 25% 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 75% 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. 09711QV67. The initial estimated value of the Notes as of the pricing date is expected to be between $940.10 and $980.10 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-9 of this pricing supplement and “Structuring the Notes” on page PS-23 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-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. disapproved 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 $6.50 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: Selling Agent Auto-Callable Notes Linked to the Least Performing of the EURO STOXX 50®Index, the Russell 2000®Index and the S&P 500®Index Terms of the Notes Auto-Callable Notes Linked to the Least Performing of the EURO STOXX 50®Index, the Russell 2000®Index and the S&P 500®Index * 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” beginning on page PS-18 of the accompanying product supplement, with references to “Observation Dates” being read asreferences to “Call Observation 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, the referral fee and the hedging related charges described below (see “Risk Factors” beginning on page PS-9), will reducethe economic terms of the Notes to you and the initial estimated value of the Notes. Due to these factors, the public offering price you pay to pur