美国银行美股招股说明书(2025-05-19版)

risks 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 SeriesA MTN prospectus supplement and page 7 of the accompanying prospectus. “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._________________________ SummaryThe 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’s subject 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 than 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 would secondObservation DatesThe Russell 2000®Index(Bloomberg symbol: “RTY”), a price return The Observation Level of the Market Measure on the finalObservation Date ObservationThe closing level of the Market Measure on the If the notes are not called you will receive the Redemption Amount per unit onthe maturity date, determined as follows:applicableObservation DateObservationMay 21, 2026, May 21, 2027 and May 19, 2028 (the final ObservationDate), approximately one, two and three years after the pricing date.The Observation Dates are subject to postponement in the event ofMarket Disruption Events, as described on page PS-26of theaccompanying product supplement. you will lose all or a portion of your investment if the Ending Value is lessthan the Starting Value.$11.30, representing a Call Premium of13.00% of the principalamount, if called on the first Observation Date;$12.60, representing a Call Premium of 26.00% of the principalamount, if called on the second Observation Date;and amount, if called on the finalObservation Date..Approximately the fifth business day following the applicableObservation Date, subject to postponement as described on pagePS-26of the accompanying product supplement; provided however, The underwriting discount of $0.20 per unit listed on the cover pageand the hedging-related charge of $0.05 per unit described in“Structuring the Notes” on pageTS-12. Strategic Accelerated Redemption Securities® The following examples are for purposes of illustration only. They are based onhypotheticalvalues and showhypotheticalreturns onthe notes. They illustrate the calculation of the Call Amount or Redemption Amount, as applicable, based on the hypothetical terms set Call Level, Observation Levels, and the term of your investment.The following examples do not take into account any taxconsequences from investing in the notes. These examples are based on: a Starting Value of 100.00;a Threshold Value of100.00; a Call Level of 100.00;4)an expected term of the notes of approximately three years, if the notes are not called on the first or secondObservation Dates;the Call Premium of 13.00% of the principal amount if the notes are called on the first Observation Date; 26.00% if called on the 6)Observation Dates occurring approximately one, two and three yearsafter the pricing date. ThehypotheticalStarting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual Starting Value of the Market Measure is set forth on page TS-2 above. For recent actual levels of the Market Measure, see “The Index” sectionbelow. The Index will not include any income generated by dividends paid on the Index or the securities held by the Index, which you issuer and guarantor credit risk. Example3- The Observation Levels on the first and second Observation Dates are below the Call Level, but the