BofA Finance LLC Files Product Supplement for Autocallable Strategic Accelerated Redemption Securities Linked to Equity Underlyings

Structure and Issuer of the Autocallable STARS Notes

The notes described in this product supplement are senior unsecured debt securities issued by BofA Finance LLC, which the disclosure identifies as a direct, wholly-owned finance subsidiary of Bank of America Corporation. According to the filing, any payment due on the notes — including any repayment of principal — is fully and unconditionally guaranteed by Bank of America Corporation acting as guarantor. The guarantee itself ranks equally in right of payment with all other unsecured and unsubordinated obligations of Bank of America Corporation, except those subject to legal priorities or preferences, and ranks senior to the guarantor's subordinated obligations.

The filing is explicit that the notes and the related guarantee are not savings accounts, deposits, or other bank obligations. They are not guaranteed by Bank of America, N.A. or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This distinction is significant for investors accustomed to FDIC-backed instruments, as the notes carry direct exposure to the credit risk of both the issuer, BofA Finance LLC, and the guarantor, Bank of America Corporation.

How the Autocall Mechanism Works for These Structured Notes

One of the defining features of the STARS product structure is its automatic call mechanism. The filing states that the notes will be called automatically if the Observation Level on any Observation Date is greater than or equal to the Call Level, as those terms will be defined in the applicable term sheet for each individual offering. If a note is automatically called, the investor will receive a cash payment per unit — described in the supplement as the "Call Amount" — which equals the principal amount plus the applicable Call Premium for that Observation Date.

The filing underlines that investors must be willing to accept the possibility that their notes may be called prior to maturity. This automatic call feature could materially shorten the intended investment horizon for any given note, and the supplement cautions that investors should factor this into their planning. The specific Observation Dates, Call Settlement Dates, and Call Premiums for each offering will not be known from this product supplement alone but will instead be disclosed in individual term sheets for each issuance made under this framework.

Maturity Outcomes and the Role of the Threshold Value

For notes that are not automatically called prior to their scheduled maturity date, the filing sets out two distinct scenarios based on the performance of the Market Measure. If the Ending Value of the Market Measure at maturity is greater than or equal to the Threshold Value, investors will receive a cash payment per unit equal to the principal amount — that is, they receive their principal back but no additional return beyond that. The filing is clear that the notes do not guarantee the return of principal at maturity and pay no periodic interest, meaning investors in uncalled notes that reach this scenario receive only their original outlay.

The more adverse outcome described in the supplement occurs if the Ending Value at maturity is less than the Threshold Value. In this scenario, the filing states that investors will be subject to one-to-one downside exposure to the decrease in the value of the Market Measure below the Threshold Value. The supplement explicitly warns that investors may lose some or all of the principal amount of their notes under this circumstance. This direct principal-at-risk structure distinguishes the STARS notes from capital-protected instruments and underscores the importance of the Threshold Value that will be specified in each term sheet.

The Market Measure: Equity Securities, ADRs, and Baskets

The filing describes the "Market Measure" as the performance benchmark upon which returns on the notes depend. According to the product supplement, the Market Measure will be either the common equity securities or American Depositary Receipts of a company other than BofA Finance LLC and its affiliates, referred to as the "Underlying Stock." The filing further notes that the Market Measure may also consist of a "Basket" comprising two or more Underlying Stocks, providing flexibility for structuring individual note offerings across a range of underlying equity references.

Because this document is a general product supplement rather than a pricing supplement for any specific offering, it does not identify any particular company's stock or ADR as the current Market Measure. Each individual note offering made under this framework will specify the exact Market Measure in its own term sheet. Investors interested in understanding the specific equity exposure for any given tranche of STARS notes will need to consult the applicable pricing supplement when it is published for that offering.

Principal Amount, Denomination, and Listing Status of the Notes

The product supplement discloses that the notes will be issued in denominations of whole units, with each unit carrying a principal amount of $10 unless the applicable term sheet specifies a different amount. This relatively low unit denomination is a feature that may facilitate broader retail distribution, though the filing also notes that an applicable term sheet may set forth a minimum number of units that a purchaser must acquire, which could effectively impose a higher minimum investment threshold for certain offerings.

On the question of secondary market trading, the supplement is direct: unless otherwise specified in the applicable term sheet, the notes will not be listed on a securities exchange or quotation system. This means investors should anticipate limited or no secondary market liquidity for the notes in the absence of an explicit listing commitment in the individual pricing supplement. The filing does not provide any guidance on what secondary market-making activity, if any, BofA affiliates might offer for specific tranches.

Distribution Arrangements and the Role of BofA Securities

The product supplement identifies BofA Securities, Inc. — referred to in the filing as "BofAS" — as the primary affiliated entity that may act as selling agent for the notes. The filing states that one or more affiliates, including BofAS, may act as selling agents to offer the notes and will act in a principal capacity in that role. This means BofAS may buy and sell notes as a principal rather than simply acting as a broker, which is a common arrangement in structured product distribution but one that investors should understand when evaluating potential conflicts of interest.

The supplement establishes the general manner in which the notes may be offered and sold across future issuances under this product program. Because each individual offering will have its own pricing supplement, the precise distribution arrangements, selling commissions, and agent compensation for any specific note tranche will be outlined in that separate document rather than in this general product supplement.

Credit Risk Considerations for BofA Finance LLC and Bank of America Corporation

The filing places particular emphasis on credit risk as a central consideration for prospective note purchasers. The supplement states unambiguously that any payments due on the notes, including any repayment of principal, are subject to the credit risk of BofA Finance LLC as issuer and the credit risk of Bank of America Corporation as guarantor. If either entity were to face financial distress or insolvency, investors in the notes could suffer losses regardless of the performance of the underlying Market Measure, since these are unsecured obligations that are not backed by any collateral or government insurance.

The disclosure notes that the notes rank equally in right of payment with all other unsecured and unsubordinated obligations of BofA Finance LLC outstanding from time to time, except obligations subject to legal priorities or preferences. Investors should therefore consider these notes within the broader context of BofA Finance LLC's and Bank of America Corporation's overall obligation structures when evaluating their relative standing as creditors in a stress scenario.

Risk Factors Highlighted in the Product Supplement

The filing directs prospective investors to a dedicated Risk Factors section beginning at page PS-7 of the product supplement, as well as to risk factor disclosures in the accompanying Series A MTN prospectus supplement and the base prospectus. The supplement includes a prominent warning that investors may lose all or a significant portion of their investment in the notes. This reflects the combination of no principal guarantee at maturity, one-to-one downside exposure below the Threshold Value, no periodic interest payments, and the absence of FDIC or other governmental insurance coverage.

The filing also reminds investors that neither the Securities and Exchange Commission, any state securities commission, nor any other regulatory body has approved or disapproved of the notes, or passed upon the adequacy or accuracy of the product supplement or accompanying documents. Any representation to the contrary is characterized in the filing as a criminal offense. Investors are therefore encouraged to review the full risk factor disclosures in all relevant offering documents before making any investment decision related to these notes.

U.S. Federal Income Tax and Plan of Distribution Disclosures

The product supplement indicates that it includes sections addressing U.S. Federal Income Tax treatment of the notes and the supplemental plan of distribution, found at pages PS-34 and PS-33 respectively in the full document. The supplement does not elaborate on specific tax outcomes in the summary portion reviewed here, but the inclusion of a dedicated tax section signals that the tax treatment of returns on structured notes linked to equity performance — which may differ from ordinary income, interest, or capital gains treatment in certain scenarios — is a material disclosure area for potential investors.

Individual term sheets issued for specific STARS note offerings may also contain additional or modified tax disclosures that are specific to that tranche's structure, underlying security, and term length. Investors with questions regarding the tax implications of investing in any note offered under this program are encouraged to consult a qualified tax advisor familiar with the treatment of equity-linked structured products under current U.S. federal and applicable state tax law, as outcomes may vary based on individual circumstances.

Registration and Prospectus Framework Supporting This Offering Program

The product supplement was filed pursuant to Rule 424(b)(2) and references a base prospectus dated December 8, 2025, as well as a Series A MTN Prospectus Supplement of the same date, under Registration Statement Numbers 333-290665 and 333-290665-01. This shelf registration and supplemental framework is a standard mechanism that large financial institutions use to establish a legal foundation for issuing multiple tranches of structured notes over time, with each individual offering documented through a separate pricing supplement or term sheet filed on top of the general product supplement.

The product supplement itself is titled "Product Supplement No. STOCK STR-1," suggesting it is the first in a potential series of equity-linked product supplements under this registration framework. Future issuances of STARS notes linked to equity securities will reference this supplement as part of their offering documentation, and investors evaluating any specific note offering should read this general supplement alongside the applicable term sheet to obtain the complete picture of terms, risks, and conditions for that particular investment.