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美国银行美股招股说明书(2026-05-22版)

2026-05-22 美股招股说明书 赵小强
报告封面

Filed Pursuant to Rule 424(b)(2)Registration No. 333-290665 $20,000,000 Fixed Rate Callable Notes, due May 22, 2029 ●The notes are senior unsecured debt securities issued by Bank of America Corporation (“BAC”). All payments and the return of the principalamount on the notes are subject to our credit risk.●The notes priced on May 20, 2026. The notes will mature on May 22, 2029. At maturity, if the notes have not been previously redeemed, youwill receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.●Interest will be paid on February 22nd, May 22nd, August 22nd and November 22nd of each year, commencing on August 22, 2026, with thefinal interest payment date occurring on the maturity date.●The notes will accrue interest at the fixed rate of 4.40% per annum.●We have the right to redeem all, but not less than all, of the notes on May 22, 2027, and on each subsequent Call Date (as defined on page PS-2). The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest. Potential purchasers of the notes should consider the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page (1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their sellingconcessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $996.00 (2) We or one of our affiliates may pay varying selling concessions of up to 0.40% in connection with the distribution of the notes toother registered broker-dealers. The notes are unsecured and unsubordinated obligations and are not savings accounts, deposits, or other obligations of a bank. The notes are notguaranteed by Bank of America, N.A. or any other bank, and are not insured by the Federal Deposit Insurance Corporation or any other None of the Securities and Exchange Commission, nor any state securities commission, nor any other regulatory body has approved or disapprovedof these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying We will deliver the notes in book-entry form only through The Depository Trust Company on May 22, 2026 against payment in immediatelyavailable funds. BofA Securities SUMMARY OF TERMS This pricing supplement supplements the terms and conditions in the prospectus, dated December 8, 2025, as supplemented by theSeries P MTN prospectus supplement, dated December 8, 2025 (as so supplemented, together with all documents incorporated by RISK FACTORS Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decisionto purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussedbelow, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not Structure-related Risks The notes are subject to our early redemption.We may redeem all, but not less than all, of the notes on any Call Date on orafter May 22, 2027. If you intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We aregenerally more likely to elect to redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in an Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness areexpected to affect the value of the notes.The notes are our senior unsecured debt securities. As a result, your receipt of all paymentsof interest and principal on the notes is dependent upon our ability to repay our obligations on the applicable payment date. No Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations, including our obligations underthe notes. Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in ourcredit spreads prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return Valuation and Market-related Risks We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, ifany, at which you may sell the notes in any secondary market transaction will likely be lower than the public offering price dueto, among other things, the inclusion of these costs.In determining the economic terms of the notes, and consequently the potential Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the selling agent oranother purchaser might be willing to purchase the notes in a secon