美国银行美股招股说明书(2026-05-13版)

Autocallable Contingent Coupon (with Memory) BarrierNotes Linked to a Basket of Three Stocks 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 Basket on theapplicable quarterly Coupon Observation Date is greater than or equal to 80% of the 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 $0.315 per unit (equal to a rate of approximately 12.60% per annum).■Automatically callable if the Observation Value of the Basket on any quarterly Call Observation Date beginning approximately six months afterthe pricing date is at or above the Starting Value. If the notes are called, on the applicable Call Payment Date you will receive the principalamount of your notesplusthe Contingent Coupon Payment (with Memory) otherwise due. No further amounts will be payable following anautomatic call.■If not called, a maturity of approximately two years.■If not called, at maturity, if the value of the Basket has not decreased by more than 20%, a return of principal plus the final Contingent CouponPayment (with Memory); otherwise, 1-to-1 downside exposure to decreases in the Basket from the Starting Value, with up to 100.00% of theprincipal amount at risk.■The Basket is comprised of the ordinary shares of Eaton Corporation plc, the common stock of Quanta Services, Inc. and the common stock ofThe Boeing Company (the “Basket Stocks”). Each Basket Stock has been given an approximately equal weight.■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 Factors” on page TS-9 of this term sheet and “Risk Factors” beginning on page PS-6 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 $9.566 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-15 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._________________________ Proceeds, before expenses, to BofA Finance Autocallable Contingent Coupon (with Memory) BarrierNotes Linked to a Basket of Three Stocks, due May 18, 2028 Summary The Autocallable Contingent Coupon (with Memory) Barrier Notes Linked to a Basket of Three Stocks, due May 18, 2028 (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, and 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 pay a ContingentCoupon Payment (with Memory) on the applicable Coupon Payment Date if the Observation Value of the Market Measure