Bank of America Issues $4.9 Million Autocallable Notes Linked to S&P 500 Index Through BofA Finance LLC

Structured Product Features and Automatic Call Mechanism

The Autocallable Notes are senior unsecured obligations of BofA Finance LLC with a full and unconditional guarantee from Bank of America Corporation. The notes incorporate an automatic call feature that operates on an annual observation schedule beginning approximately twelve months after issuance. If the S&P 500 Index closes at or above its initial level of 7,572.40 on any designated observation date, BofA Finance will automatically call the notes and repay investors the stated principal amount plus an accrued call return based on the 10.35% annual rate.

The call return structure is designed to increase with time, providing enhanced compensation the longer the notes remain outstanding prior to early redemption. However, this feature creates a trade-off for investors, as the potential upside is capped at the fixed call return rate regardless of S&P 500 performance above the initial level. Investors who wish to benefit from substantial equity market appreciation will not participate in any gains beyond the predetermined call return, while bearing significant downside risk throughout the three-year term.

Downside Market Risk and Loss Potential

If the notes are not automatically called on any observation date through the final observation date of July 16, 2029, investors face proportionate losses linked directly to S&P 500 Index declines from the trade date. The pricing supplement explicitly states that investors will receive less than their stated principal amount at maturity in such scenarios, with loss exposure extending to a complete 100% loss of the initial investment if the index falls sufficiently. This full downside market exposure operates independently of and in addition to the credit risk inherent in holding an unsecured debt obligation of BofA Finance and its guarantor.

The combination of capped upside returns and unlimited downside exposure represents a fundamental asymmetry in the risk-return profile. Investors do not receive dividends or distributions from the S&P 500 Index constituents, nor do they participate in any appreciation beyond the fixed call return rate. The pricing supplement contains an explicit notice stating that the notes are significantly riskier than conventional debt instruments and that BofA Finance is not necessarily obligated to repay the stated principal amount at maturity, distinguishing these structured products from traditional corporate bonds.

Pricing Details and Initial Valuation

The notes were offered at a public offering price of $10.00 per note with a minimum investment requirement of 100 notes, representing a $1,000 minimum principal commitment. The underwriting discount totaled $0.20 per note, resulting in net proceeds to BofA Finance of $9.80 per note, or approximately $4,818,660 in aggregate before offering expenses. BofA Securities, Inc. acted as principal in the transaction, purchasing the full offering from BofA Finance at the discounted price before distributing to UBS Financial Services Inc., which served as the selling agent to the public.

The pricing supplement disclosed that the initial estimated value of the notes as of the trade date of July 15, 2026 was $9.763 per $10 in stated principal amount, representing a discount to the $10.00 public offering price. This valuation gap reflects the market value of the embedded options and the credit spread associated with the notes' senior unsecured status. The disclosure emphasized that actual note values at any future time cannot be predicted with accuracy and will reflect numerous factors including S&P 500 volatility, prevailing interest rates, credit spreads, and the issuer's creditworthiness.

S&P 500 Index Linkage and Observation Schedule

The notes are linked to the S&P 500 Index, identified by ticker SPX, with an initial value (the "Initial Value") of 7,572.40 established on the trade date of July 15, 2026. The observation schedule commences approximately twelve months after issuance, with annual observations thereafter through the final observation date of July 16, 2029. On each observation date, the current underlying level of the S&P 500 is compared to the initial value to determine whether automatic call conditions are satisfied or whether investors retain full downside exposure through subsequent periods.

The use of a specific index level snapshot as the initial value creates a path-dependent outcome structure. Even if the S&P 500 recovers from temporary declines, investors still benefit from the automatic call feature only if the index is above the established initial level on one of the designated observation dates. This feature encourages early redemption during favorable market conditions but provides no protection if the index remains depressed throughout the observation period but recovers after the final observation date in 2029.

Credit Risk and Guarantee Structure

Although the notes carry a full and unconditional guarantee from Bank of America Corporation, investors assume both the credit risk of BofA Finance LLC and its parent company. The guarantee represents a commitment by Bank of America Corporation to satisfy any obligations that BofA Finance cannot meet, but this does not eliminate the risk that both entities could face financial distress. Any payment on the notes, including repayment of the stated principal amount, remains contingent on the creditworthiness of both BofA Finance and Bank of America Corporation.

The pricing supplement emphasizes that the notes are not savings accounts, deposits, or other obligations of a bank, nor are they guaranteed by Bank of America, N.A. or any other bank entity. The notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This positioning underscores that despite the Bank of America brand association, investors bear full credit risk and cannot rely on deposit insurance protections or federal safety nets applicable to traditional bank deposits.

Secondary Market Liquidity Constraints

The pricing supplement explicitly states that the notes will not be listed on any securities exchange and may have limited or no liquidity in secondary trading markets. This illiquidity constraint means investors who wish to exit their positions before maturity may face significant challenges in locating buyers or may be forced to accept substantial discounts from fair value. The lack of exchange listing eliminates price transparency and continuous market pricing that investors typically expect with exchange-traded securities.

The illiquidity risk becomes particularly acute in stressed market conditions when investors most urgently seek to sell. If equity market conditions deteriorate significantly and the S&P 500 approaches or falls below the initial level, investors holding the notes may face a difficult choice between retaining positions with substantial unrealized losses or selling at steep discounts to recover capital. This structural illiquidity feature adds an additional risk layer distinct from but compounding the market risk and credit risk inherent in the notes themselves.

Tax Considerations and Investor Suitability

The pricing supplement directs investors to consult their own attorneys, business advisors, and tax advisors before making investment decisions, acknowledging that the tax treatment of the notes involves complex considerations. Structured notes linked to equity indices may generate ordinary income, capital gains, or a combination depending on the specific tax treatment of embedded derivatives and the holding period. The contingent principal repayment feature and the call return structure create additional tax accounting complexity that could affect the timing and character of gains or losses.

The disclosure materials explicitly caution that investors should not purchase the notes if they do not understand or are uncomfortable with the significant risks involved. This suitability warning reflects the structured nature of the product and its appropriateness for sophisticated investors with specific portfolio objectives and risk tolerances. The complexity of pricing, valuation, and risk management for these instruments suggests they are not suitable for all investor categories, particularly retail investors seeking simple, transparent exposure to equity indices.

Registration and Compliance Framework

The pricing supplement was filed pursuant to Rule 424(b)(2) and incorporates by reference prior registration statements numbered 333-290665 and 333-290665-01, along with a prospectus supplement and product supplement both dated December 8, 2025. This filing framework indicates the notes are offered under a continuous registration statement that permits multiple offerings of related structured products over time. The layered disclosure documents—pricing supplement, product supplement, prospectus supplement, and base prospectus—create a comprehensive information package that investors are required to review before purchasing.

In the event of any inconsistency between the pricing supplement and the other disclosure documents, the pricing supplement supersedes the prior documents. This hierarchy reflects the most current and specific terms applicable to this particular offering. The SEC has not approved or disapproved the notes or the guarantee, nor has any regulatory body passed upon the adequacy or accuracy of the disclosure materials, as stated in the standard regulatory notice included in the pricing supplement.

Risk Disclosures and Investor Considerations

The pricing supplement contains extensive risk factor discussions spanning multiple pages and cross-references to risk sections in the accompanying product supplement, prospectus supplement, and base prospectus. Beyond the primary risks of market exposure and credit risk, the disclosure materials alert investors to risks including pricing and valuation uncertainty, the impact of volatility on note value, the role of the issuer's conflicts of interest in structuring the product, and the potential for early redemption that could lock in gains or losses at inopportune times. Investors are urged to carefully review all risk sections before making a purchasing decision.

The emphasis on risk in the disclosure materials—including the capitalized notice to investors that the notes are significantly riskier than conventional debt instruments—reflects the structured product nature and the departure from traditional fixed-income characteristics. Unlike conventional bonds where credit risk is the primary consideration, these notes combine credit risk with market risk, liquidity risk, and valuation risk. The interplay of these risks means that even if Bank of America Corporation remains creditworthy, investors could experience substantial losses from S&P 500 declines or from illiquidity forcing early exit at unfavorable valuations.