美国银行美股招股说明书(2026-04-09版)

BofA Finance LLCCapped Notes with Absolute Return Buffer Linkedto the Global X Uranium ETF Fully and Unconditionally Guaranteed by Bank of America Corporation ●Maturity of approximately 19 months●1.5-to-1 upside exposure to increases in the Underlying Fund, subject to a capped return of 61.545%●A positive return equal to the absolute value of the percentage decline in the price of the Underlying Fund only if the Underlying Fund does notdecline by more than 15.00% (e.g., if the negative return of the Underlying Fund is -5.00%, you will receive a positive return of +5.00%)●1-to-1 downside exposure to decreases in the Underlying Fund beyond a 15.00% decline, with up to 85.00% of your principal at risk●All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank ofAmerica 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 theNotes”●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 ofAmerica Corporation (“BAC”). There are important differences between the notes and a conventional debt security, includingdifferent investment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet, pagePS-8 of the accompanying product supplement, page S-6 of the accompanying Series A MTN prospectus supplement andpage 7 of the accompanying prospectus. The initial estimated value of the notes as of the pricing date is $9.553 per unit, which is less than the public offering pricelisted below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring theNotes” on page TS-12 of this term sheet for additional information. The actual value of your notes at any time will reflect many factorsand cannot be predicted with accuracy. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Anyrepresentation to the contrary is a criminal offense._________________________ Capped Notes with Absolute Return Buffer Linked to the Global X Uranium ETF, due October 29, 2027 Summary The Capped Notes with Absolute Return BufferLinked to the Global X Uranium ETF, due October 29, 2027 (the “notes”) are our senior unsecured debt securities.Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insured by the Federal Deposit InsuranceCorporation or secured by collateral.The notes will rank equally in right of payment with all of BofA Finance’s other unsecured and unsubordinatedobligations, except obligations that are subject to any priorities or preferences by law. The related guarantee will rank equally in right of payment withall of BAC’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and senior toits subordinated obligations. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, asissuer, and BAC, as guarantor.The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the Global XRobotics & Artificial Intelligence ETF (the “Underlying Fund”), is greater than the Starting Value.If the Ending Value is less than the Starting Value but greater thanor equal to the Threshold Value, you will receive a positive return equal to the absolute value of the percentage decline in the Underlying Fund from the StartingValue to the Ending Value (e.g., if the negative return of the Underlying Fund is -5.00%, you will receive a positive return of +5.00%). If the Ending Value is lessthan the Threshold Value, you will lose a portion, which could be significant, of the principal amount of your notes. Any payments on the notes will be calculatedbased on the $10 principal amount per unit and will depend on the performance of the Underlying Fund, subject to our and BAC’s credit risk. See “Terms of theNotes” 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 to borrow funds through theissuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internal funding rate is typically lower than the rate itwould pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging-related charge described below, reduced the economic terms of the notes to you and the initia