美国银行美股招股说明书(2026-05-12版)

BofA Finance LLC Autocallable Strategic Accelerated RedemptionSecurities®Linked to the EURO STOXX 50®Index Fully and Unconditionally Guaranteed by Bank of America Corporation ■Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two, three, four, five and six yearsafter the pricing date, is at or above the Starting Value ■[$10.725to $10.825] if called on the first Observation Date■[$11.45to $11.65] if called on the second Observation Date■[$12.175 to $12.475] if called on the third Observation Date■[$12.90 to $13.30] if called on the fourth Observation Date■[$13.625 to $14.125] if called on the fifth Observation Date■[$14.350 to $14.950] if called on the final Observation Date ■If not called on the first, second, third, fourth or fifth Observation Dates, a maturity of approximately six years ■If not called, 1-to-1 downside exposure to decreases in the Index beyond a 15.00% decline, with up to 85.00% of your principal 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 ■In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. 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 of AmericaCorporation (“BAC”). There are important differences between the notes and a conventional debt security, including different investment risksand certain additional costs. See “Risk Factors” beginning on page TS-8 of this term sheet, page PS-7 of the accompanying productsupplement, page S-6 of the accompanying Series A MTN prospectus supplement and page 7 of the accompanying prospectus.The initial estimated value of the notes as of the pricing date is expected to be between $9.21 and $9.86 per unit, which is less than the publicoffering 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-13 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predictedwith 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)For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in thisoffering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See “Supplement to the Plan ofDistribution; Conflicts of Interest” below. Autocallable Strategic Accelerated Redemption Securities®Linked to the EURO STOXX 50® Index, due May , 2032 Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the EURO STOXX 50®Index, due May, 2032 (the “notes”) are our seniorunsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and the related guarantee are not insuredby the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right of payment with all of BofA Finance’sother unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law. The relatedguarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations, except obligations that aresubject to any priorities or preferences by law, and senior to its subordinated 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 will be automatically calledat the applicable Call Amount if the Observation Level of the Market Measure, which is the EURO STOXX 50®Index (the “Index”), is equal to or greaterthan the Call Level on the applicable Observation Date.You will not receive any notice from us if the notes are automatically called. If your notes are notcalled but the Ending Value is greater than or equal to the Threshold Value, you will receive the principal amount of your notes. If your notes are notcalled, at maturity, if the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of the principal amount of yournotes. Any payments on the notes, including the amount you receive at maturity or upon an automatic call, will be calculated based on the $10 principalamount per unit and will depend on the perfo