美国银行美股招股说明书(2026-06-01版)

Contingent Income Auto-Callable Yield Notes Fully and Unconditionally Guaranteed by Bank of America Corporation Linked to the S&P 500®Futures 40% Volatility Compass TCA 6% Decrement Index ER• (the “Notes”) are expected to price on June 4, 2026 and expected to issue on June 9, 2026.Approximate 5 year term if not called prior to maturity. •Beginning with the September 4, 2026 Call Observation Date, automatically callable monthly for an amount equal to the principal amount plus the relevantContingent Coupon Payment, if the closing level of the Underlying is greater than or equal to 100.00% of its Starting Value on any Call Observation Date.• is greater than or equal to 70.00% 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 of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.•The Notes will not be listed on any securities exchange.•CUSIP No. 09712C3B7. The Underlying is designed to provide exposure to an unfunded, rolling position in E-Mini S&P 500 Futures (the “Futures Contract”), subject to a target volatility strategy that systematically increases or decreases the exposure to the FuturesContract (the “Participation Rate”) up to seven times per Index Calculation Day in an attempt to achieve a 40% annualized volatility target (the “Volatility Target”).In order to attempt to achieve the Volatility Target, the Participation Rate canbe greater than, less than or equal to 100%. A Participation Rate of less than 100% means that the Underlying has reduced exposure to the Futures Contract, which has the effect of reducing the return of the Futures Contract forpurposes of calculating the level of the Underlying. If the Participation Rate is less than 100%, a portion of the Underlying will not be exposed to the return of the Futures Contract, and such portion of the Underlying will be considered to have earned no return during the period in which the Participation Rate was less than 100%.The Underlying is subject to risks associated with the use of significant leverage. When leverage is employed, any movements in the price of the Futures Contract will result in greater changes in the level of the Underlying than if leverage were The level of the Underlying is calculated multiple times per day and reflects the performance of a hypothetical investment in the Futures Contract less the associated transaction cost and decrement cost.The transaction cost and thedecrement cost reduce the level of the Underlying during each intraday calculation window (each, a “Window”).The transaction cost for each Window equals the product of 0.01% and the difference (expressed as a positive number)between the Participation Rate for the current Window and the Participation Rate for the immediately preceding Window. The decrement costis 6.00% per annum. Such costs will be incurred regardless of the Participation Rate and regardless ofthe performance of the Futures Contract. Such costs will have the effect of reducing any positive performance of the Futures Contract (and, thereby, reduce the level of the Underlying) and will increase any negative performance of the Futures The initial estimated value of the Notes as of the pricing date is expected to be between $880.00 and $950.00 per $1,000.00 in principal amount of Notes, which isless than the public 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 There are important differences between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “RiskFactors” beginning on page PS-11 of this pricing supplement, page PS-3 of the accompanying product supplement, page S-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 or disapproved of these securitiesor determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the (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 or commissions. Thepublic offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $997.50 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 $2.50, resulting in proceeds, before expenses, to BofA Finance of as low as (3)In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $20.00 per $1,000.00 in principal amount of the Notes in Observation Dates, Contingent Payment Dates, Call Observation Dates Any payments on the Notes depe