美国银行美股招股说明书(2025-10-30版)

Units$10 principal amount per unitCUSIP No. BofA Finance LLCAccelerated Return Notes® Linked to the iShares®U.S.Aerospace & Defense ETFFully and Unconditionally Guaranteed by Bank of America Corporation ■Maturity of approximately 14 months 3-to-1 upside exposure to increases in the Underlying Fund, subject to a capped return of [11.00% to 15.00%] 1-to-1 downside exposure to decreases in the Underlying Fund, with 100% of your investment at risk ■All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and thecredit risk of Bank of America Corporation, as guarantor 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 by BofA 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 differentinvestment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet, “Additional RiskFactors” on page TS-7 of this term sheet, and “Risk Factors” beginning on page PS-7 of the accompanying product supplement,page S-6 of the accompanying Series A MTN prospectus supplement and page 7 of the accompanying prospectus. The initial estimated value of the notes as of the pricing date is expected to be between$9.35and$9.81per unit, which is less thanthe public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6of this term sheet and“Structuring the Notes” on page TS-12 of this term sheet for additional information. The actual value of your notes at any time will reflect manyfactors 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 ordisapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to thecontrary is a criminal offense. (1)For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with theinvestor’s household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.125 per unit,respectively. See “Supplement to the Plan of Distribution; Conflicts of Interest” below. Accelerated Return Notes® Summary The Accelerated Return Notes®Linked to the iShares®U.S. Aerospace & Defense ETF, due January, 2027 (the “notes”) are our seniorunsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee arenot insured by the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right of payment with all ofBofA Finance’s other unsecured and unsubordinated obligations,except obligations that are subject to any priorities or preferencesby law.The related guarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations,except obligations that are subject to any priorities or preferences by law,and senior to its subordinated obligations. Any paymentsdue on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, asguarantor.The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the iShares® U.S.Aerospace & Defense ETF (the “Underlying Fund”), is greater than its Starting Value. If the Ending Value is equal to the Starting Value, you willreceive the principal amount of your notes.If the Ending Value is less than the Starting Value, you will lose all or a portion of the principalamount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on theperformance of the Underlying Fund, subject to our and BAC’s credit risk. See “Terms of the Notes” below. The economic terms of the notes (including the Capped Value) are based on BAC’s internal funding rate, which is the rate it would pay toborrow 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 infunding rate, as well as the underwriting discount and the hedging-related charge described below, will reduce the economic terms of the notesto you and the initial estimated value of the notes on the pricing date.Due to these factors, the public offering price you pay to purchase thenotes will be greater than the initial estimated