09/12/2025 | Press release | Distributed by Public on 09/12/2025 09:38
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-268718 and 333-268718-01
This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Securities in any country or jurisdiction where such an offer would not be permitted.
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Preliminary Pricing Supplement
Subject To Completion, dated September 12, 2025
(To Prospectus dated December 30, 2022,
Series A Prospectus Supplement dated December 30, 2022 and
Product Supplement No. WF-1 dated March 8, 2023)
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BofA Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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■ Linked to the Nasdaq-100® Index (the "Underlying")
■ Unlike ordinary debt securities, the Securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the Securities are automatically called for a fixed call premium or, if not automatically called, the Maturity Payment Amount, will depend, in each case, on the closing level of the Underlying on the applicable Call Date
■ Automatic Call. If the closing level of the Underlying on any Call Date is greater than or equal to the Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date. The Call Premium applicable to each Call Date will be a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of at least approximately 7.30% per annum (to be determined on the Pricing Date)
Call Date
Call Premium*
September 21, 2026
At least 7.300% of the principal amount
December 21, 2026
At least 9.125% of the principal amount
March 19, 2027
At least 10.950% of the principal amount
June 21, 2027
At least 12.775% of the principal amount
September 20, 2027
At least 14.600% of the principal amount
December 20, 2027
At least 16.425% of the principal amount
March 20, 2028
At least 18.250% of the principal amount
June 20, 2028
At least 20.075% of the principal amount
September 19, 2028
At least 21.900% of the principal amount
December 19, 2028
At least 23.725% of the principal amount
March 19, 2029
At least 25.550% of the principal amount
June 20, 2029
At least 27.375% of the principal amount
September 17, 2029 (the "Final Calculation Day")
At least 29.200% of the principal amount
* The actual Call Premium applicable to each Call Date will be determined on the Pricing Date
■ Maturity Payment Amount. If the Securities are not automatically called, you will receive a Maturity Payment Amount that could be equal to or less than the principal amount per Security depending on the closing level of the Underlying on the Final Calculation Day as follows:
■
If the closing level of the Underlying on the Final Calculation Day is less than the Starting Value, but greater than or equal to the Threshold Value, you will receive the principal amount of your Securities
■
If the closing level of the Underlying on the Final Calculation Day is less than the Threshold Value, you will have full downside exposure to the decrease in the level of the Underlying from the Starting Value, and you will lose more than 25.00%, and possibly all, of the principal amount of your Securities
■ The Threshold Value is 75.00% of the Starting Value
■ Investors may lose a significant portion, or all, of the principal amount
■ Any positive return on the Securities will be limited to the applicable Call Premium, even if the closing level of the Underlying on the applicable Call Date significantly exceeds the Starting Value. You will not participate in any appreciation of the Underlying beyond the applicable fixed Call Premium
■ All payments on the Securities are subject to the credit risk of BofA Finance LLC ("BofA Finance"), as issuer of the Securities, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Securities
■ Securities will not be listed on any securities exchange
■ No periodic interest payments
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Public offering price
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Terms of the Securities
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Issuer:
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BofA Finance LLC.
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Guarantor:
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BAC.
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Underlying:
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The Nasdaq-100® Index (Bloomberg symbol: "NDX" ), a price return index.
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Pricing Date*:
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September 16, 2025.
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Issue Date*:
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September 19, 2025.
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Maturity Date*:
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September 20, 2029, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions". The Securities are not subject to repayment at the option of any holder of the Securities prior to the Maturity Date.
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Denominations:
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$1,000 and any integral multiple of $1,000. References in this pricing supplement to a "Security" are to a Security with a principal amount of $1,000.
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Automatic Call:
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If the closing level of the Underlying on any Call Date is greater than or equal to the Starting Value, the Securities will be automatically called, and on the related Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount per Security plus the Call Premium applicable to the relevant Call Date. The last Call Date is the Final Calculation Day, and payment upon an automatic call on the Final Calculation Day, if applicable, will be made on the Maturity Date.
Any positive return on the Securities will be limited to the applicable Call Premium, even if the closing level of the Underlying on the applicable Call Date significantly exceeds the Starting Value. You will not participate in any appreciation of the Underlying beyond the applicable Call Premium.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Call Dates* and Call Premiums:
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The Call Premium applicable to each Call Date will be a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of at least approximately 7.30% per annum (to be determined on the Pricing Date).
The actual Call Premium and payment per Security upon an automatic call that are applicable to each Call Date will be determined on the Pricing Date and will be at least the amounts specified in the table below.
Call Date
Call Premium
Payment per Security upon an Automatic Call
September 21, 2026
At least 7.300% of the principal amount
At least $1,073.00
December 21, 2026
At least 9.125% of the principal amount
At least $1,091.25
March 19, 2027
At least 10.950% of the principal amount
At least $1,109.50
June 21, 2027
At least 12.775% of the principal amount
At least $1,127.75
September 20, 2027
At least 14.600% of the principal amount
At least $1,146.00
December 20, 2027
At least 16.425% of the principal amount
At least $1,164.25
March 20, 2028
At least 18.250% of the principal amount
At least $1,182.50
June 20, 2028
At least 20.075% of the principal amount
At least $1,200.75
September 19, 2028
At least 21.900% of the principal amount
At least $1,219.00
December 19, 2028
At least 23.725% of the principal amount
At least $1,237.25
March 19, 2029
At least 25.550% of the principal amount
At least $1,255.50
June 20, 2029
At least 27.375% of the principal amount
At least $1,273.75
September 17, 2029
At least 29.200% of the principal amount
At least $1,292.00
We refer to September 17, 2029 as the "Final Calculation Day."
The Call Dates are subject to postponement as described below in "-Market Disruption Events and Postponement Provisions".
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Call Settlement Date:
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Three business days after the applicable Call Date (as each such Call Date may be postponed as described below in "-Market Disruption Events and Postponement Provisions", if applicable); provided that the Call Settlement Date for the last Call Date is the Maturity Date.
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Maturity Payment Amount:
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If the Securities are not automatically called, then on the Maturity Date, you will be entitled to receive a cash payment per Security in U.S. dollars equal to the Maturity Payment Amount. The "Maturity Payment Amount" per Security will be calculated as follows:
• if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value: $1,000; or
• if the Ending Value is less than the Threshold Value: $1,000 minus:
If the Securities are not automatically called and the Ending Value is less than the Threshold Value, you will lose more than 25.00%, and possibly all, of the principal amount of your Securities at maturity.
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Closing Level:
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Closing level has the meaning set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Certain Definitions" in the accompanying product supplement.
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Starting Value:
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, which is the closing level of the Underlying on the Pricing Date.
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Ending Value:
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The "Ending Value" will be the closing level of the Underlying on the Final Calculation Day.
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Threshold Value:
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, which is equal to 75.00% of the Starting Value.
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Market Disruption Events and Postponement Provisions:
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Each Call Date (including the Final Calculation Day) is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the Maturity Date will be postponed if the Final Calculation Day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the Call Dates and the Maturity Date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement. For purposes of the accompanying product supplement, each Call Date (including the Final Calculation Day) is a "calculation day" and each Call Settlement Date (including the Maturity Date) is a "payment date." In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Market Disruption Events" in the accompanying product supplement.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Selling Agents:
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BofAS and Wells Fargo Securities, LLC ("WFS")
Under our distribution agreement with BofAS, BofAS will purchase the Securities from us as principal at the public offering price indicated on the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Securities to WFS at the public offering price of the Securities less a concession of up to $25.75 per Security. WFS may provide dealers, which may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of up to $20.00 per Security. In addition to the concession allowed to WFA, WFS may pay up to $0.75 per Security to WFA as a distribution expense fee for each Security sold by WFA.
In addition, in respect of certain Securities sold in this offering, BofAS or its affiliates may pay a fee of up to $3.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the Securities at any time up to the Issue Date or during the four-month period following the Issue Date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Additional Information about BofA Finance, the Guarantor and the Securities
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Product Supplement No. WF-1 dated March 8, 2023:
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•
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Investor Considerations
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■
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believe that the closing level of the Underlying will be greater than or equal to the Starting Value on one of the Call Dates;
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■
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seek the potential for a fixed return if the Underlying has appreciated at all as of any of the Call Dates in lieu of full participation in any potential appreciation of the Underlying;
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■
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are willing to accept the risk that, if the closing level of the Underlying is less than the Starting Value on each Call Date, they will not receive any positive return on their investment in the Securities;
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■
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are willing to accept the risk that, if the Securities are not automatically called and the Ending Value the Underlying on the Final Calculation Day is less than the Threshold Value, they will be fully exposed to the decline in the Underlying from the Starting Value and will lose more than 25.00%, and possibly all, of the principal amount of their Securities at maturity;
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■
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understand that the term of the Securities may be as short as approximately one year and that they will not receive a higher Call Premium payable with respect to a later Call Date if the Securities are called on an earlier Call Date;
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are willing to forgo interest payments on the Securities and dividends on securities included in the Underlying; and
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are willing to hold the Securities until maturity.
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seek a liquid investment or are unable or unwilling to hold the Securities to maturity;
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require full payment of the principal amount of the Securities at maturity;
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■
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believe that the closing level of the Underlying will be less than the Starting Value on each Call Date;
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■
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seek a security with a fixed term;
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■
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are unwilling to accept the risk that, if the closing level of the Underlying is less than the Starting Value on each Call Date, they will not receive any positive return on their investment in the Securities;
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■
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are unwilling to accept the risk that the closing level of the Underlying may decline by more than 25.00% from the Starting Value to the Ending Value;
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■
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are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the public offering price and that may be as low as the lower estimated value set forth on the cover page;
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seek current income;
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■
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are unwilling to accept the risk of exposure to the Underlying;
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seek exposure to the upside performance of the Underlying beyond the applicable Call Premiums;
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■
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are unwilling to accept the credit risk of BofA Finance, as issuer, and BAC, as guarantor, to obtain exposure to the Underlying generally, or to obtain exposure to the Underlying that the Securities provide specifically; or
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■
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prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Selected Risk Considerations
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Changes that affect the Underlying may adversely affect the value of the Securities and any payments on the Securities.
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We and our affiliates have no affiliation with the index sponsor and have not independently verified its public disclosure of information.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Hypothetical Examples and Returns
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Hypothetical Call Premiums:
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7.300% for the first Call Date, 9.125% for the second Call Date, 10.950% for the third Call Date, 12.775% for the fourth Call Date, 14.600% for the fifth Call Date, 16.425% for the sixth Call Date, 18.250% for the seventh Call Date, 20.075% for the eighth Call Date, 21.900% for the ninth Call Date, 23.725% for the tenth Call Date, 25.550% for the eleventh Call Date, 27.375% for the twelfth Call Date and 29.200% for the thirteenth Call Date (assuming that a Call Premium is equal to the lowest possible Call Premium that will be determined on the Pricing Date)
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Hypothetical Starting Value:
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100.00
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Hypothetical Threshold Value:
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75.00 (75% of the hypothetical Starting Value)
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Hypothetical Call Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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1st Call Date
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$1,073.00
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7.300%
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2nd Call Date
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$1,091.25
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9.125%
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3rd Call Date
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$1,109.50
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10.950%
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4th Call Date
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$1,127.75
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12.775%
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5th Call Date
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$1,146.00
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14.600%
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6th Call Date
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$1,164.25
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16.425%
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7th Call Date
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$1,182.50
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18.250%
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8th Call Date
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$1,200.75
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20.075%
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9th Call Date
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$1,219.00
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21.900%
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10th Call Date
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$1,237.25
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23.725%
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11th Call Date
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$1,255.50
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25.550%
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12th Call Date
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$1,273.75
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27.375%
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13th Call Date
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$1,292.00
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29.200%
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Hypothetical
Ending Value |
Hypothetical percentage change from the hypothetical Starting Value to the hypothetical Ending Value
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Hypothetical Maturity Payment Amount per Security
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Hypothetical pre-tax total rate of return
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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75.00
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-25.00%
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$1,000.00
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0.00%
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74.00
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-26.00%
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$740.00
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-26.00%
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60.00
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-40.00%
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$600.00
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-40.00%
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50.00
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-50.00%
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$500.00
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-50.00%
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25.00
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-75.00%
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$250.00
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-75.00%
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0.00
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-100.00%
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$000.00
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-100.00%
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Nasdaq-100® Index
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Hypothetical Starting Value:
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100.00
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Hypothetical closing level on first Call Date:
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125.00
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Nasdaq-100® Index
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Hypothetical Starting Value:
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100.00
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Hypothetical closing levels on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Hypothetical closing level on Final Calculation Day:
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120.00
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Nasdaq-100® Index
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Hypothetical Starting Value:
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100.00
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Hypothetical closing levels on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Hypothetical Ending Value:
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95.00
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Hypothetical Threshold Value:
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75.00, which is 75.00% of the hypothetical Starting Value
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Nasdaq-100® Index
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Hypothetical Starting Value:
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100.00
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Hypothetical closing levels on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Hypothetical Ending Value:
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50.00
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Hypothetical Threshold Value:
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75.00, which is 75.00% of the hypothetical Starting Value
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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The Nasdaq-100® Index
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);
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the security must be of a non-financial company;
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.;
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the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NDX;
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
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the issuer of the security must have "seasoned" on NASDAQ, the New York Stock Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it has been listed on a market for at least three full months (excluding the first month of initial listing).
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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the security must be of a non-financial company;
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S. (measured annually during the ranking review process);
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the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month; and
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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Structuring the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100® Index due September 20, 2029
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U.S. Federal Income Tax Summary
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•
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
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•
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the Securities for all tax purposes as single financial contracts with respect to the Underlying. In the opinion of Sidley Austin LLP, our tax counsel, the U.S. federal income tax characterization and treatment of the Securities described herein is a reasonable interpretation of current law.
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Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined on page 71 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the Securities. This capital gain or loss generally will be long-term capital gain or loss if you held the Securities for more than one year.
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No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on "dividend equivalent" payments (as discussed in the accompanying product supplement), if any, will not apply to Securities that are issued as of the date of this pricing supplement unless such Securities are "delta-one" instruments. Based on our determination that the Securities are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Securities.
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Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals' gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the Securities are likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in the Securities.
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