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BofA Finance LLC is offering Contingent Income (with Memory Feature) Auto-Callable Yield Notes linked to the least performing of the Nasdaq-100®, Russell 2000® and the VanEck® Semiconductor ETF (SMH). The notes are expected to price on May 15, 2026, issue on May 20, 2026, and mature on August 20, 2030, an approximate 4.25 year term if not called. Coupons are contingent and payable quarterly only if each underlying is >= 70.00% of its starting value; a memory formula accumulates prior unpaid coupons. Beginning with the May 17, 2027 Call Observation Date, the notes are automatically callable quarterly if all underlyings are >= 100.00% of their starting values. At maturity, if the least performing underlying is below its 60.00% Threshold Value, investors bear 1:1 downside exposure to that underlying. Initial estimated value is stated between $910.00 and $960.00 per $1,000.00 principal; public offering price is $1,000.00 with underwriting discount $38.75 and proceeds to issuer $961.25 per note. All payments are subject to the credit risk of the Issuer and Guarantor.
BofA Finance LLC is offering Contingent Income Issuer Callable Yield Notes due February 12, 2029, fully guaranteed by Bank of America Corporation. The Notes are linked to the least performing of three ETFs (XLV, KRE, IGV) and have an approximate 2.75 year term.
The Notes pay a 15.00% per annum contingent coupon (equal to 3.75% per quarter) when each Underlying’s Observation Value is at least 65.00% of its Starting Value. Beginning February 11, 2027, the issuer may call the Notes quarterly. If not called, principal is protected only if the Least Performing Underlying’s Ending Value is at or above 60.00% of its Starting Value; if that Ending Value is below that threshold and declines more than 40.00%, investors have 1:1 downside exposure, risking up to 100% of principal.
The initial estimated value range on the cover is $940.00 to $990.00 per $1,000.00 principal amount, below the public offering price of $1,000.00. All payments are subject to the credit risk of the Issuer and Guarantor; the Notes will not be listed.
Zuber Maria T reported acquisition or exercise transactions in this Form 4 filing.
Bank of America Corporation director Maria T. Zuber received 5,365 shares of common stock as an equity grant. The shares were awarded on May 4, 2026 as payment of her annual compensation for services as a director under the Bank of America Corporation Equity Plan.
The grant was recorded at $0.00 per share, indicating it was a compensation award rather than an open-market purchase. Following this transaction, Zuber directly holds 73,105 shares of Bank of America common stock. The award is described as exempt under Rule 16b-3.
Bank of America Corporation director Thomas D. Woods reported routine equity compensation and related tax withholding. He received a grant of 5,365 shares of Common Stock as annual compensation under the Bank of America Corporation Equity Plan in a transaction exempt under Rule 16b-3. To cover tax obligations, 2,473 shares were disposed of back to the issuer at $52.19 per share as a tax-withholding transaction. Following these transactions, Woods directly holds 75,286 shares of Common Stock and indirectly holds 50,003 shares through 2555271 Ontario Inc.
Bank of America director Michael D. White received a grant of 5,365.01 phantom stock units, representing annual compensation for board service under the Bank of America Corporation Director Deferral Plan. Each phantom stock unit is the economic equivalent of one share of Bank of America common stock and may be settled in cash upon death or termination of service as a director.
Following this award, White holds 103,942.38 phantom stock units, which include 2,122.58 units acquired through dividend reinvestment transactions. He also reports ownership of 79,150 shares of common stock held directly and 6,500 shares held indirectly through an IRA.
Bank of America Corporation director Rose Clayton Stuart reported compensation-related equity activity. She received 5,365.010 phantom stock units as a grant under the Bank of America Corporation Director Deferral Plan, which are the economic equivalent of common stock and may be settled in cash upon death or termination of board service.
Following this award, she holds 74,303.390 phantom stock units and 25,515 shares of common stock directly. The phantom stock units include 1,484.39 units acquired through dividend reinvestment under the same deferral plan.
Bank of America director Denise L. Ramos received a grant of 5,365.01 phantom stock units as annual compensation. Each unit is economically equivalent to one share of Bank of America common stock and was awarded at a stated price of $0.00 under the Director Deferral Plan.
The phantom stock units may be settled in cash upon her death or when her service as a director ends. After this grant and related activity, she holds a total of 84,672.57 phantom stock units, including 1,707.66 units acquired through dividend reinvestment.
Bank of America director Lionel L. Nowell III received a grant of phantom stock units as annual board compensation. He acquired 8,718.15 phantom stock units, each economically equivalent to one share of Bank of America common stock, under the company’s Director Deferral Plan in a transaction exempt under Rule 16b-3.
The phantom stock units, which may be settled in cash upon death or termination of service as a director, brought his total phantom stock holdings to 201,594.93 units. A separate entry shows he directly holds 3,930 shares of common stock. The filing also notes that 4,153.04 of the phantom units stem from dividend reinvestment within the plan.
Martinez Maria reported acquisition or exercise transactions in this Form 4 filing.
Bank of America director Maria Martinez received a grant of 5,365 shares of common stock as annual compensation for board service under the Bank of America Corporation Equity Plan, in a transaction exempt under Rule 16b-3. The award was recorded at a price of $0.00 per share and increased her direct holdings to 13,984 common shares. A separate entry reports 465 common shares held indirectly by a trust.
Bank of America director Monica C. Lozano reported compensation-related equity activity. She received 5,365.01 phantom stock units, bringing her direct phantom stock holdings to 246,347.52 units. Each phantom stock unit is the economic equivalent of one share of Bank of America common stock and was granted as annual director compensation under the Director Deferral Plan.
The phantom stock units, including 5,188.86 units acquired through dividend reinvestment, may be settled in cash upon her death or termination of service as a director. The filing also shows 3,387 shares of common stock held indirectly through a trust.