美国银行美股招股说明书(2025-05-19版)

BofA Finance LLCAutocallableStrategic Accelerated RedemptionSecurities®Linked to theRussell 2000®Fully and Unconditionally Guaranteed by Bank of America Corporation ■Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two and three years after the pricingdate, is at or above theStarting Value ■In the event of an automatic call, the amount payable per unit will be: ■$11.30if called on the first Observation Date■$12.60if called on the second Observation Date■$13.90 if called on the finalObservation Date If not called on the first or second Observation Dates, a maturity of approximately threeyears ■If not called, 1-to-1 downside exposure to decreases in the Index, with up to100% of your principal at risk ■All payments are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, asguarantor of the notes ■No periodic interest payments ■In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes” ■Limited secondary market liquidity, with no exchange listing The notes are being issued byBofA Finance LLC (“BofA Finance”) and are fully and unconditionally guaranteed by Bank of AmericaCorporation (“BAC”). There are important differences between the notes and a conventional debt security, including different investmentrisks and certain additional costs. See “Risk Factors” beginning on page TS-7of this term sheet, “Additional Risk Factor” on page TS-8 ofthis term sheet,and “Risk Factors” beginning onpage PS-7of the accompanying product supplement, page S-6of the accompanying Series The initial estimated value of the notes as of the pricing dateis$9.762per unit, which is less than the public offering price listed below.See“Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and “Structuring the Notes” on page TS-12of this term sheetfor additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securitiesor determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense._________________________ Summary The Autocallable Strategic Accelerated Redemption Securities® Linked to the Russell 2000®Index, due May 26, 2028 (the “notes”) are our seniorunsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insuredby the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right of payment with all of BofA Finance’sother unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law. The related guarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations, except obligations that aresubject to any priorities or preferences by law, and senior to its subordinated obligations. Any payments due on the notes, including anyrepayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.The notes will be automatically calledat the applicable Call Amount if the Observation Level of the Market Measure, which is the Russell 2000®Index (the “Index”), is equal to or greater thantheCall Level on the applicable Observation Date.You will not receive any notice from us if the notes are automatically called. If your notes are notcalled, at maturity, if the Ending Value is less than the Threshold Value, you will lose all or a portion of the principal amount of your notes. Any paymentson the notes, including the amount you receive at maturity or upon an automatic call, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our and BAC’scredit risk. See “Terms of the Notes” below.The economic terms of the notes (including the Call Amounts and Call Premiums) are based on BAC’s internal funding rate, which is the rate it wouldpay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internalfunding rate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate,as well as the underwriting discount and the hedging-related charge described below, reduced the economic terms of the notes to you and the initial On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based onour, BAC’s and our other affiliates’ pri