美国银行美股招股说明书(2026-04-21版)

BofA Finance LLCAutocallable Leveraged Index Return Notes® with AbsoluteReturn Barrier Linked to the Common Stock of NVIDIACorporationFully and Unconditionally Guaranteed by Bank of AmericaCorporation ■Maturity of approximatelytwo years, if not called prior to maturity■Automatic call of the notes at $12.25 per unit if theUnderlying Stock is flat or increases above 100.00% of the Starting Value on the CallObservation Date■The Call Observation Date will occur approximately one year after the pricing date ■If the notes are not called, at maturity: 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-8 of this term sheet, pagePS-4 of the accompanying product supplement, page S-7 of the accompanying Series A MTN prospectus supplement andpage 7 of the accompanying prospectus. The initial estimated value of the notes as of the pricing date is $9.763 per unit, which is less than the public offering pricelisted below.See “Summary” on the following page, “Risk Factors” beginning on page TS-8 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. Autocallable Leveraged Index Return Notes®with AbsoluteReturn Barrier Linked to the Common Stock of NVIDIA Corporation, due April 24, 2028 Summary The Autocallable Leveraged Index Return Notes®with Absolute Return BarrierLinked to the Common Stock of NVIDIA Corporation, due April 24, 2028(the “notes”) are our senior unsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by BAC. The notes and therelated guarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right ofpayment with all of BofA Finance's other unsecured and unsubordinated obligations, except obligations that are subject to any priorities orpreferences by law. The guarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations,except obligations that are subject to any priorities or preferences by law, and senior to its subordinated obligations. Any payments due onthe notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.The noteswill be automatically called at the Call Amount if the Observation Value of the Market Measure, which is the common stock of NVIDIA Corporation (the“Underlying Stock”), is equal to or greater than the Call Value on the Call Observation Date. No further amounts will be payable with respect to the notesfollowing an automatic call. If the notes are not called, at maturity, the notes provide you a leveraged return if the Ending Value of the Market Measure isgreater than the Starting Value. If the Ending Value is equal to or less than the Starting Valuebut greater than or equal to the Threshold Value, you willreceive a return equal to the absolute value of the percentage decline in the Market Measure from the Starting Value to the Ending Value (e.g. if thenegative return of the Market Measure is -5.00%, you will receive a positive return of +5.00%). If the Ending Value is less than the Threshold Value, yournotes are subject to 1-to-1 downside exposure todecreases in the Underlying Stock from the Starting Value, with up to 100.00% of the principal amountat risk. All payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the UnderlyingStock, subject to our credit risk. See “Terms of the Notes” below. The economic terms of the notes (including the Call Amount and the Call Premium) are based on BAC’s internal funding rate, which is the rate it wouldpay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internalfunding rate is typically lower than the rate it would pay when it issues conventional fixed or floating rate debt securities.This difference in funding rate,as well as the underwriting discount and costs associated with hedging the notes, reduced the economic terms of the notes to you and the initialestimated value of the notes on the pricing date. Due to these factors, the public offering price you are paying to purchase the notes is greater than theinitial estimated value