美国银行美股招股说明书(2026-01-13版)

Contingent Income Auto-Callable Securities due January 26, 2029Based on the Performance of the Common Stock of Amazon.com, Inc. Fully and Unconditionally Guaranteed by Bank of America CorporationPrincipal at Risk SecuritiesContingent Income Auto-Callable Securities do not provide for the regular payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon (plus any previously unpaid contingent quarterly coupons from prior determination dates), but only with respect to each determination date on which the determinationclosing price or final share price, as applicable, of the underlying stock is greater than or equal to 75% of the initial share price, which we refer to as the downside threshold price. In addition, if thedetermination closing price of the underlying stock is greater than or equal to the initial share price on any determination date prior to the final determination date, the securities will be automaticallyredeemed for an amount per security equal to the stated principal amount plus the related contingent quarterly coupon and any previously unpaid contingent quarterly coupons from priordetermination dates. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the securities will be as follows: (i) if the final share price is greaterthan or equal to the downside threshold price, the stated principal amount and the contingent quarterly coupon with respect to the final determination date plus any previously unpaid contingentquarterly coupons from prior determination dates, or (ii) if the final share price is less than the downside threshold price, investors will be exposed to the decline in the underlying stock on a 1-to-1basis and will receive a payment at maturity that is less than 75% of the principal amount of the securities and could be zero. Moreover, if on any determination date the determination closing priceor final share price, as applicable, of the underlying stock is less than the downside threshold price, you will not receive any contingent quarterly coupon for that quarterly period on the relatedcontingent payment date. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons and also the risk of receiving a payment at maturity that issignificantly less than the stated principal amount of the securities and could be zero.Accordingly, investors could lose their entire initial investment in the securities.The securities are forinvestors who are willing to risk their principal and seek an opportunity to earn contingent quarterly coupon payments at a potentially above-market rate in exchange for the risk of receiving few or nocontingent quarterly coupons over the 3-year term of the securities. Investors will not participate in any appreciation of the underlying stock. The securities are our senior debt securities. Anypayments on the securities are fully and unconditionally guaranteed by Bank of America Corporation (“BAC”). The securities are issued as part of BofA Finance LLC’s (“BofA Finance”) “Medium-TermNotes, Series A” program.All payments on the securities are subject to the credit risk of BofA Finance, as issuer of the securities, and BAC, as guarantor of the securities.If we default on our obligations, you could lose some or all of your investment.These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlyingreference asset or assets.SUMMARY TERMS The early redemption payment per security will be an amount equal to (i) the stated principal amountplus(ii) the contingent quarterly coupon with respect tothe related determination date and any previously unpaid contingent quarterly coupons from prior determination dates.●If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold (2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each security.There are important differences between the securities and a conventional debt security. Potential purchasers of the securities should consider the information in “Risk Factors” beginning on page 9 of this pricing supplement, page PS-4 ofthe accompanying product supplement, page S-7 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus.None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this pricing supplement and the accompanying The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.B