美国银行美股招股说明书(2026-03-12版)

BofA Finance LLCAutocallable Contingent Coupon (with Memory) BarrierNotes Linked to the Class A Common Stock of MetaPlatforms, Inc.Fully and Unconditionally Guaranteed by Bank of America Corporation ■Contingent Coupon Payments (with Memory) payable on the applicable Coupon Payment Date if the Observation Value of the Underlying Stockon the applicable quarterly Coupon Observation Date is greater than or equal to 70% of the Starting Value. ■The Contingent Coupon Payment (with Memory) per unit payable on any Coupon Payment Date will be calculated according to the followingformula: (i) theproductof the Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date and the number ofCoupon Payment 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 asingle Coupon Payment Date is $0.33875 per unit (equal to a rate of approximately 13.55% per annum). ■Automatically callable if the Observation Value of the Underlying Stock on any quarterly Call Observation Date, occurring approximately three,six and nine months after the pricing date, is at or above the Starting Value. If the notes are called, on the applicable Call Payment Date you willreceive the principal amount of your notesplusthe Contingent Coupon Payment (with Memory) otherwise due. No further amounts will be ■If not called, a maturity of approximately 12 months. ■If not called, at maturity, if the price of the Underlying Stock has not decreased by more than 30%, a return of principal plus the final ContingentCoupon Payment (with Memory); otherwise, 1-to-1 downside exposure to decreases in the Underlying Stock from the Starting Value, with up to100.00% of the principal amount 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 ■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”). 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,“Additional Risk Factor” on page TS-9 of this term sheet and “Risk Factors” beginning on page PS-4 of the accompanying product The initial estimated value of the notes as of the pricing date is $9.775 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-12 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 ordisapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is acriminal offense._________________________ Autocallable Contingent Coupon (with Memory) Barrier Notes Summary The Autocallable Contingent Coupon (with Memory) Barrier Notes Linked to the Class A Common Stock of Meta Platforms, Inc., due March 17, 2027 (the“notes”) are our senior unsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the relatedguarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right of payment withall of BofA Finance’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences bylaw, and the related guarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations, exceptobligations that are subject to any priorities or preferences by law, and senior to its subordinated obligations. Any payments due on thenotes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.The notes willpay a Contingent Coupon Payment (with Memory) on the applicable Coupon Payment Date if the Observation Value of the Market Measure, which is theClass A Common Stock of Meta Platforms, Inc. (the “Underlying Stock”), on the applicable quarterly Coupon Observation Date is greater than or equal tothe Coupon Barrier. The Contingent Coupon Payment (with Memory) payable on any Coupon Payment Date will be calculated according to the formuladescribed below in “Terms of the Notes—Contingent Coupon Payments (w