美国银行美股招股说明书(2026-05-19版)

BofA Finance LLC Stepdown Snowball Autocallable NotesLinked to theWorst-Performing of the S&P 500®Index and the Russell2000®Index Fully and Unconditionally Guaranteed by Bank of America Corporation ■Automatically callable if the closing level of the Worst-Performing Market Measure, which will be one of the S&P 500®Index and Russell 2000®Index (each an “Index” and collectively the “Indices”) on any Call Observation Date, occurring annually beginning approximately twelve monthsafter the pricing date, is at or above its applicable Call Value (the Call Value steps down from 100% to 70% of the Starting Value of the Worst-Performing Market Measure on the final Call Observation Date; see page TS-2). If the notes are called, on the relevant Call Payment Date youwill receive the applicable Call Payment (each of which represents an approximate return of 10.66% per annum), and no further amounts will bepayable on the notes■In the event of an automatic call, the amount payable per unit will be: ■If not called on the first Call Observation Date, a maturity of approximately two years ■If not called on any of the Call Observation Dates, 1-to-1 downside exposure to decreases in the Worst-Performing Market Measure from itsStarting Value, with up to 100.00% of the principal amount at risk■The Starting Value of each Index was determined on May 14, 2026 (the “Strike Date”). The Starting Value of each Index is higher than theclosing level of such Index on the pricing date.■The notes are not linked to a basket composed of the Indices. Any depreciation in the level of one Index will not be offset by any appreciation inthe level of any other Index.■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■No periodic interest payments■ 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,page PS-4 of the accompanying product supplement, page S-7 of the accompanying Series A MTN prospectus supplement and page 7 of theaccompanying prospectus.The initial estimated value of the notes as of the pricing date is $9.921 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._________________________ Public offering priceUnderwriting discountProceeds, before expenses, to BofA Finance Stepdown Snowball Autocallable Notes Linked to the Worst-Performing of the S&P 500®Index and the Russell 2000®Index, due May 22, 2028 Summary The Stepdown Snowball Autocallable Notes Linked to the Worst-Performing of the S&P 500®Index and the Russell 2000®Index, due May 22, 2028 (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 willbe automatically called if the Observation Value of the Worst-Performing Market Measure (as described below) on any Call Observation Date is equal toor greater than its applicable Call Value. If your notes are called, you will receive the applicable Call Payment on the related Call Payment Date, and nofurther amounts will be payable on the notes. If your notes are not called, at maturity you will lose a portion, or possibly all, of the principal amountdepending on the performance of theWo