美国银行美股招股说明书(2025-06-02版)

*Subject to change based on the actual datethe notes are priced for initial sale to the public(the “pricing date”) ■Maturity of approximately two years ■2-to-1 upside exposure to increases in the Index, subject to a capped return of [20.00% to24.00%] ■If the Index declines, but not by more than 10.00%, a return of principal ■1-to-1 downside exposure to decreases in the Index beyond a 10.00% decline, with up to 90.00% of your principal atrisk ■All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and thecredit 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 per unit.See “Structuring the Notes” ■Limited secondary market liquidity, with no exchange listing The notes are being issued by BofA Finance LLC (“BofAFinance”) 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 investmentrisks and certain additional costs.See “Risk Factors”beginning on page TS-6of this termsheet,PS-7ofthe accompanyingproductsupplement, page S-6of 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 bebetween $9.22and $9.87per unit, which is less than the publicoffering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring theNotes” on page TS-12of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be 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. The notesand the related guarantee: Summary The Capped Leveraged Index Return Notes® Linked to the Russell 2000®Index, due June , 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 DepositInsurance Corporation or secured by collateral.The notes will rank equallyin right of paymentwith all of BofA Finance’s other unsecuredand unsubordinatedobligations, and the related guarantee will rank equallyin right of paymentwith all of BAC’s other unsecured andunsubordinatedobligations,in each case, except obligations that are subject to any priorities or preferences by law. Any paymentsdue on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the Russell 2000®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 the 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, will reduce the economic terms of the notes to you and the initial estimated value On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This initial estimated value range was determinedbased on our, BAC’s and our other affiliates’ pricing models, which take into consideration BAC’s internal funding rate and the market prices for thehedging arrangements related to the notes. The initial estimated value of the notes calculated on the pricing date will be set forth in the final term sheetmade available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Redemption Amount Determination Terms of the Notes Capped Leveraged Index Return NotesLinked to the Russell 2000®Index, due June, 2027 The terms and risks of the notes are contained in this