Primary Offering Prospectus (Form 424B2)

January 2025

Preliminary Pricing Supplement - Subject to Completion

Dated January 15, 2025

(To Prospectus dated December 30, 2022,

Series A Prospectus Supplement dated December 30, 2022 and

Product Supplement EQUITY-1 dated December 30, 2022)

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-268718 and 333-268718-01

SUMMARY TERMS

Issuer:

BofA Finance

Guarantor:

BAC

Aggregate principal amount:

$

Stated principal amount:

$1,000.00 per PLUS

Issue price:

$1,000.00 per PLUS (see "Commissions and issue price" below)

Pricing date:

January 31, 2025

Original issue date:

February 5, 2025 (3 business days after the pricing date)

Maturity date:

May 5, 2026

Underlying index:

The EURO STOXX 50^® Index (Bloomberg symbol: "SX5E"), a price return index

Payment at maturity per PLUS:

You will receive at maturity a cash payment per PLUS as follows:

$1,000 + leveraged upside payment

However, in no event will the payment at maturity exceed the maximum payment at maturity.

$1,000 × index performance factor

Under these circumstances, the payment at maturity will be less than or equal to the stated principal amount of $1,000.

Leveraged upside payment:

$1,000.00 × leverage factor × index percent increase

Leverage factor:

300.00%

Maximum payment at maturity:

At least $1,241.50 per PLUS (at least 124.15% of the stated principal amount). The actual maximum payment at maturity will be set on the pricing date.

Terms continued on the following page

Agent:

BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance

Estimated value on the pricing date:

Between $917.50 and $967.50 per $1,000.00 in principal amount of PLUS, which is less than the price to public listed below. The actual value of your PLUS at any time will reflect many factors and cannot be predicted with accuracy. See "Structuring the PLUS" in this pricing supplement.

Commissions and issue price:

Price to public

Agent's commissions and fees

Proceeds to BofA Finance⁽³⁾

Per PLUS

$1,000.00

$17.50⁽¹⁾

$5.00⁽²⁾

$977.50

Total

$

$

$

Terms continued from previous page:

Index percent increase:

(final index value - initial index value) / initial index value

Initial index value:

, which is the index closing value on the pricing date

Final index value:

The index closing value on the valuation date

Valuation date:

April 30, 2026, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating to Calculation Days" in the accompanying product supplement.

Index performance factor:

Final index value divided by the initial index value

CUSIP / ISIN:

09711GEM3 / US09711GEM33

Listing:

The PLUS will not be listed on any securities exchange.

Maturity:

Approximately 15 months

Leverage factor:

300.00% (applicable only if the final index value is greater than the initial index value)

Maximum payment at maturity:

At least $1,241.50 per PLUS (at least 124.15% of the stated principal amount) (set on the pricing date)

Minimum payment at maturity:

None. You could lose your entire initial investment in the PLUS.

Coupon:

None

Leveraged Performance Up to a Cap

The PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the underlying index.

Upside Scenario

The underlying index increases in value, and, at maturity, the PLUS redeem for the stated principal amount of $1,000.00 plus 300.00% of the index percent increase, subject to the maximum payment at maturity of at least $1,241.50 per PLUS (at least 124.15% of the stated principal amount) (set on the pricing date).

Par Scenario

The final index value is equal to the initial index value. In this case, you receive the stated principal amount of $1,000.00 at maturity.

Downside Scenario

The underlying index declines in value, and, at maturity, the PLUS redeem for less than the stated principal amount by an amount that is proportionate to the percentage decrease of the underlying index from the initial index value over the term of the PLUS. (Example: if the final index value is 30% less than the initial index value, the PLUS will redeem at maturity for a loss of 30% of principal at $700.00, or 70% of the stated principal amount.) There is no minimum payment at maturity on the PLUS, and you could lose your entire investment.

Stated principal amount:

$1,000.00 per PLUS

Leverage factor:

300.00%

Maximum payment at maturity:

At least $1,241.50 per PLUS (at least 124.15% of the stated principal amount) (set on the pricing date)

Minimum payment at maturity:

None

PLUS Payoff Diagram

●

Your investment may result in a significant loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on the PLUS at maturity. If the final index value of the underlying index is less than the initial index value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the underlying index and you will lose 1% of the principal amount for each 1% that the final index value of the underlying index is less than the initial index value. In that case, you will lose some or all of your investment in the PLUS.

●

The return on the PLUS will be limited to the maximum payment at maturity. The return on the PLUS will not exceed the maximum payment at maturity, regardless of the performance of the underlying index. Your return on the PLUS may be less than the return that you could have realized if you invested directly in the stocks included in the underlying index, and you will not receive the full benefit of any appreciation in the value of the underlying index beyond that maximum payment at maturity.

●

The PLUS do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the PLUS, regardless of the extent to which the final index value of the underlying index exceeds the initial index value.

●

Your return on the PLUS may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the PLUS may be less than the return you would earn if you purchased a conventional debt security with the same maturity date. As a result, your investment in the PLUS may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money.

●

The payment at maturity will not reflect changes in the level of the underlying index other than on the valuation date. The level of the underlying index during the term of the PLUS other than on the valuation date will not affect payments on the PLUS. Notwithstanding the foregoing, investors should generally be aware of the performance of the underlying index while holding the PLUS, as the performance of the underlying index may influence the market value of the PLUS. The calculation agent will determine the payment at maturity by comparing only the initial index value to the final index value for the underlying index. No other levels of the underlying index will be taken into account. As a result, if the final index value of the underlying index is less than the initial index value, you will receive less than the principal amount at maturity even if the level of the underlying index has increased at certain times during the term of the PLUS before decreasing to a level on the valuation date that is less than the initial index value.

●

Any payments on the PLUS are subject to our credit risk and the credit risk of the guarantor, and any actual or perceived changes in our or the guarantor's creditworthiness are expected to affect the value of the PLUS. The PLUS are our senior unsecured debt securities. Any payment on the PLUS will be fully and unconditionally guaranteed by the guarantor. The PLUS are not guaranteed by any entity other than the guarantor. As a result, your receipt of the payment at maturity will be dependent upon our ability and the ability of the guarantor to repay our respective obligations under the PLUS on the maturity date, regardless of the final index value of the underlying index as compared to the initial index value. No assurance can be given as to what our financial condition or the financial condition of the guarantor will be at any time after the pricing date of the PLUS. If we and the guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amount(s) payable under the terms of the PLUS.

In addition, our credit ratings and the credit ratings of the guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the guarantor's perceived creditworthiness and actual or anticipated decreases in our or the guarantor's credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S. Treasury securities (the "credit spread") prior to the maturity date may adversely affect the market value of the PLUS. However, because your return on the PLUS depends upon factors in addition to our ability and the ability of the guarantor to pay our respective obligations, such as the value of the underlying index, an improvement in our or the guarantor's credit ratings will not reduce the other investment risks related to the PLUS.

●

We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that are guaranteed by the guarantor, and are dependent upon the guarantor and/or its other subsidiaries to meet our obligations under the PLUS in the ordinary course. Therefore, our ability to make payments on the PLUS may be limited.

●

The price to public you pay for the PLUS will exceed their initial estimated value. The range of initial estimated values of the PLUS that is provided on the cover page of this pricing supplement, and the initial estimated value as of the pricing date that will be provided in the final pricing supplement, are each estimates only, determined as of a particular point in time by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of the guarantor, the guarantor's internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the PLUS. These pricing models rely in

part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the PLUS prior to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value. This is due to, among other things, changes in the level of the underlying index, changes in the guarantor's internal funding rate, and the inclusion in the price to public of the agent's commissions and fees, if any, and the hedging related charges, all as further described in "Structuring the PLUS" below. These factors, together with various credit, market and economic factors over the term of the PLUS, are expected to reduce the price at which you may be able to sell the PLUS in any secondary market and will affect the value of the PLUS in complex and unpredictable ways.

●

The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates would be willing to purchase your PLUS in any secondary market (if any exists) at any time. The value of your PLUS at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the underlying index, our and BAC's creditworthiness and changes in market conditions.

●

We cannot assure you that a trading market for your PLUS will ever develop or be maintained. We will not list the PLUS on any securities exchange. We cannot predict how the PLUS will trade in any secondary market or whether that market will be liquid or illiquid.

●

Trading and hedging activities by us, the guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the PLUS and their market value. We, the guarantor or one or more of our other affiliates, including BofAS, may buy or sell the securities held by or included in the underlying index, or futures or options contracts or exchange traded instruments on the underlying index or those securities, or other instruments whose value is derived from the underlying index or those securities. While we, the guarantor or one or more of our other affiliates, including BofAS, may from time to time own securities represented by the underlying index, except to the extent that BAC's common stock may be included in the underlying index, we, the guarantor and our other affiliates, including BofAS, do not control any company included in the underlying index, and have not verified any disclosure made by any other company. We, the guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the PLUS. These transactions may present a conflict of interest between your interest in the PLUS and the interests we, the guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their management. These transactions may adversely affect the level of the underlying index in a manner that could be adverse to your investment in the PLUS. On or before the pricing date, any purchases or sales by us, the guarantor or our other affiliates, including BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection with the PLUS), may affect the level of the underlying index. Consequently, the level of the underlying index may change subsequent to the pricing date, which may adversely affect the market value of the PLUS.

We, the guarantor or one or more of our other affiliates, including BofAS, also expect to engage in hedging activities that could affect the level of the underlying index on the pricing date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your PLUS prior to maturity, and may affect the amounts to be paid on the PLUS. We, the guarantor or one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the PLUS and may hold or resell the PLUS. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities will not adversely affect the level of the underlying index, the market value of your PLUS prior to maturity or the amounts payable on the PLUS.

●

There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the PLUS and, as such, will make a variety of determinations relating to the PLUS, including the amounts that will be paid on the PLUS. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.

●

The securities are subject to risks associated with foreign securities markets. The SX5E includes certain foreign equity securities. You should be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities markets comprising the SX5E may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in these markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. Prices of securities in foreign countries are subject to political, economic, financial and social factors that apply in those geographical regions. These factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a foreign government's economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies, the possibility of outbreaks of hostility and political instability and the possibility of natural disaster or adverse public health developments in the region. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

●

The securities are subject to a foreign currency exchange risk. The SX5E includes securities traded outside of the United States. The level of the SX5E will depend upon the values of these securities, which will in turn depend in part upon changes in the value of the currencies in which the securities tracked by the SX5E are traded. Accordingly, investors in the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which the securities tracked by the SX5E are traded. An investor's net exposure will depend on the extent to which these currencies strengthen or weaken against the U.S. dollar. If the dollar strengthens against these currencies, the level of the SX5E will be adversely affected and the value of the SX5E may decrease.

●

The publisher of the underlying index may adjust the underlying index in a way that affects its levels, and the publisher has no obligation to consider your interests. The publisher of the underlying index can add, delete, or substitute the components included in the underlying index or make other methodological changes that could change its level. Any of these actions could adversely affect the value of your PLUS.

●

Governmental regulatory actions, such as sanctions, could adversely affect your investment in the PLUS. Governmental regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the PLUS or the component securities of the underlying index, or engaging in transactions therein, and any such action could adversely affect the value of the underlying index or the PLUS. These regulatory actions could result in restrictions on the PLUS and could result in the loss of a significant portion or all of your initial investment in the PLUS, including if you are forced to divest the PLUS due to the government mandates, especially if such divestment must be made at a time when the value of the PLUS has declined.

●

The U.S. federal income tax consequences of an investment in the PLUS are uncertain, and may be adverse to a holder of the PLUS. No statutory, judicial, or administrative authority directly addresses the characterization of the PLUS or securities similar to the PLUS for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the PLUS are not certain. Under the terms of the PLUS, you will have agreed with us to treat the PLUS as single financial contracts, as described below under "Additional Information About the PLUS-Tax considerations-General." If the Internal Revenue Service (the "IRS") were successful in asserting an alternative characterization for the PLUS, the timing and character of gain or loss with respect to the PLUS may differ. No ruling will be requested from the IRS with respect to the PLUS and no assurance can be given that the IRS will agree with the statements made in the section entitled "Additional Information About the PLUS-Tax considerations." You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the PLUS.

Bloomberg Ticker Symbol:

SX5E

Current Index Value:

4,954.21

52 Weeks Ago:

4,480.02

52 Week High (on May 15, 2024):

5,100.90

52 Week Low (on January 17, 2024):

4,403.08

SX5E Daily Index Closing Values

January 2, 2020 to January 13, 2025

EURO STOXX 50^® Index

High

Low

Period End

2020

First Quarter

3,865.18

2,385.82

2,786.90

Second Quarter

3,384.29

2,662.99

3,234.07

Third Quarter

3,405.35

3,137.06

3,193.61

Fourth Quarter

3,581.37

2,958.21

3,552.64

2021

First Quarter

3,926.20

3,481.44

3,919.21

Second Quarter

4,158.14

3,924.80

4,064.30

Third Quarter

4,246.13

3,928.53

4,048.08

Fourth Quarter

4,401.49

3,996.41

4,298.41

2022

First Quarter

4,392.15

3,505.29

3,902.52

Second Quarter

3,951.12

3,427.91

3,454.86

Third Quarter

3,805.22

3,279.04

3,318.20

Fourth Quarter

3,986.83

3,331.53

3,793.62

2023

First Quarter

4,315.05

3,856.09

4,315.05

Second Quarter

4,408.59

4,218.04

4,399.09

Third Quarter

4,471.31

4,129.18

4,174.66

Fourth Quarter

4,549.44

4,014.36

4,521.44

2024

First Quarter

5,083.42

4,403.08

5,083.42

Second Quarter

5,100.90

4,839.14

4,894.02

Third Quarter

5,067.45

4,571.60

5,000.45

Fourth Quarter

5,041.01

4,729.71

4,895.98

2025

First Quarter (through January 13, 2025)

5,017.91

4,871.45

4,954.21

Additional Terms:

If the terms described herein are inconsistent with those described in the accompanying product supplement, prospectus supplement, or prospectus, the terms described herein shall control.

Denominations:

The PLUS will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.

Calculation agent:

BofAS, an affiliate of BofA Finance.

Events of default and acceleration:

If an event of default, as defined in the senior indenture relating to the PLUS and in the section entitled "Description of Debt Securities of BofA Finance LLC-Events of Default and Rights of Acceleration; Covenant Breaches" on page 54 of the accompanying prospectus, with respect to the PLUS occurs and is continuing, the amount payable to a holder of the PLUS upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption "Payment at maturity" above, calculated as though the date of acceleration were the maturity date of the PLUS and as though the valuation date were the third index business day prior to the date of acceleration. In case of a default in the payment of the PLUS, whether at their maturity or upon acceleration, the PLUS will not bear a default interest rate.

Additional Information About the PLUS

Additional Information:

●

sponsor, endorse, sell or promote the securities.

●

recommend that any person invest in the securities or any other securities.

●

have any responsibility or liability for or make any decisions about the timing, amount or pricing of the securities.

●

have any responsibility or liability for the administration, management or marketing of the securities.

●

consider the needs of the securities or the owners of the securities in determining, composing or calculating the SX5E or have any obligation to do so.

●

STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about:

●

The results to be obtained by the securities, the owner of the securities or any other person in connection with the use of the SX5E and the data included in the SX5E;

●

The accuracy, timeliness, and completeness of the SX5E and its data;

●

The merchantability and the fitness for a particular purpose or use of the SX5E and its data;

●

The performance of the securities generally.

●

STOXX, Deutsche Börse Group and their licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the SX5E or its data;

●

Under no circumstances will STOXX, Deutsche Börse Group or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the SX5E or its data or generally in relation to the securities, even in circumstances where STOXX, Deutsche Börse Group or their licensors, research partners or data providers are aware that such loss or damage may occur.