美国银行美股招股说明书(2026-05-11版)

Capped Leveraged Index Return Notes®Linked tothe S&P 500®IndexFully and Unconditionally Guaranteed by Bank ofAmerica Corporation ■Maturity of approximately two years■2-to-1 upside exposure to increases in the Index, subject to a capped return of 19.60%■1-to-1 downside exposure to decreases in the Index beyond a 10.00% decline, with up to 90.00% of your principalat risk■All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, andthe credit 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 perunit. 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 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, PS-7 ofthe accompanying product supplement, page S-6 of the accompanying Series A MTN prospectus supplement and page 7 ofthe accompanying prospectus. The initial estimated value of the notes as of the pricing date is $9.782 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 Leveraged Index Return Notes®Linked to the S&P 500® Index, due May 26, 2028 Summary The Capped Leveraged Index Return Notes®Linked to the S&P 500®Index, due May 26, 2028 (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 DepositInsurance Corporation or secured by collateral.The notes will rank equally in right of payment with all of BofA Finance’s other unsecuredand unsubordinated obligations, except obligations that are subject to any priorities or preferences by law. The related guarantee willrank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations except obligations that are subjectto any priorities or preferences by law, and senior to its unsubordinated obligations. Any payments due on the notes, including anyrepayment of principal, will be subject to the credit risk of BofA Finance, as issuer, 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 S&P 500®Index (the “Index”), isgreater than the Starting Value. If the Ending Value is equal to or less than the Starting Value but greater than or equal to the Threshold Value, you willreceive the principal amount of your notes. If the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of theprincipal amount 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 Index, 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 to borrow fundsthrough the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internal funding rate is typicallylower than the rate it would pay when it issues conventional fixed or floating rate debt securities.This difference in funding rate, as well as theunderwriting discount and the hedging-related charge described below, reduced the economic terms of the notes to you and the initial estimated value ofthe notes on the pricing date. Due to these factors, the public offering price you are paying to purchase the notes is greater than the initial estimatedvalue of the notes. On the cover page of this term sheet, we have provided the initial estimated value for the notes.This initial estimated value was determined based onour, BAC’s and our other affiliates’ pricing models, which take into consideration BAC’s internal funding rate and the market prices for the hedgingarrangements related to the notes. For more information about the initial estimated value and the structuring of the notes, see “Stru