美国银行美股招股说明书(2026-01-28版)

BofA Finance LLCAutocallable Contingent Coupon (with Memory) Barrier Notes Linked to theWorst-Performing of the Class A Common Stock of PalantirTechnologies Inc., the Common Stock of Broadcom Inc. and theCommon Stock of NVIDIA CorporationFully and Unconditionally Guaranteed by Bank of America Corporation ■ContingentCoupon Payments (with Memory) payable on the applicable Coupon Payment Date if the Observation Value of the Worst-Performing Market Measure, which will be one of the Class A common stock of Palantir Technologies Inc., the common stock of Broadcom Inc.and the common stock of NVIDIA Corporation (each an “Underlying Stock” and collectively the “Underlying Stocks”), on the applicable quarterlyCoupon Observation Date is greater than or equal to 50% of its Starting Value. ■The Contingent Coupon Payment (with Memory) payable on any Coupon Payment Date will be calculated according to the following formula: (i)theproductof the Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date and the number of CouponPayment Dates that have occurred up to the relevant Coupon Payment Date (inclusive of the relevant Coupon Payment Date)minus(ii) thesumof all Contingent Coupon Payments (with Memory) previously paid. The Contingent Coupon Payment (with Memory) applicable to a singleCoupon Payment Date is $0.56375 per unit (equal to a rate of approximately 22.55% per annum). ■Automatically callable if the Observation Value of the Worst-Performing Market Measure on any quarterly Call Observation Date, beginningapproximately three months after the pricing date, is at or above its Starting Value. If the notes are called, on the applicable Call Payment Dateyou will receive the principal amount of your notesplusthe Contingent Coupon Payment (with Memory) otherwise due. No further amounts willbe payable following an automatic call. ■If not called, a maturity of approximately two years. ■If not called, at maturity, if the price of the Worst-Performing Market Measure has not decreased by more than 50%, a return of principal plusthe final Contingent Coupon Payment (with Memory); otherwise, 1-to-1 downside exposure to decreases in the Worst-Performing MarketMeasure from its Starting Value, with up to 100.00% of the principal amount at risk. ■The notes are not linked to a basket composed of the Underlying Stocks. Any depreciation in the price of any Underlying Stock will not be offsetby any appreciation in the price of any other Underlying Stock. ■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 The notes are being issued by BofA Finance LLC (“BofA Finance”) and are fully and unconditionally guaranteed by Bank of AmericaCorporation (“BAC”). Investing in the notes involves a number of risks. There are important differences between the notes and a conventionaldebt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-8 of this term sheet,page PS-4 of the accompanying product supplement, page S-7 of the accompanying Series A MTN prospectus supplement and page 7 of theaccompanying prospectus. The initial estimated value of the notes as of the pricing date is $9.818 per unit, which is less than the public offering price listed below.See“Summary” on the following page, “Risk Factors” beginning on page TS-8 of this term sheet and “Structuring the Notes” on page TS-14 of 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._________________________ (1)The underwriting discount reflects a sales commission of $0.125 per unit and a structuring fee of $0.050 per unit. Autocallable Contingent Coupon (with Memory) BarrierNotes Linked to theWorst-Performing of the Class A Common Stock of Palantir Technologies Inc., the CommonStock of Broadcom Inc. and the Common Stock of NVIDIA Corporation, due February 2, 2028 Summary The Autocallable Contingent Coupon (with Memory) Barrier Notes Linked to theWorst-Performing of the Class A Common Stock of Palantir TechnologiesInc., the Common Stock of Broadcom Inc. and the Common Stock of NVIDIA Corporation, due February 2, 2028 (the “notes”) are our senior unsecureddebt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insured by theFederal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right of payment with all of BofA Finance’s otherunsecured and unsubor