[424B2] BANK OF AMERICA CORP /DE/ Prospectus Supplement

Rhea-AI Filing Summary

BofA Finance LLC, fully guaranteed by Bank of America Corporation, is offering senior unsecured autocallable notes linked to an equally weighted basket of Goldman Sachs, JPMorgan Chase and Morgan Stanley common stocks. Each note has a $10 principal amount and may be automatically called on observation dates about one, two or three years after pricing if the basket value is at or above its starting level.

If called, investors receive $10 plus a fixed cash premium, with indicative call payments ranging from about $11.60–$11.70 on the first call date up to about $14.80–$15.10 on the final call date. If the notes are never called, the maturity payment is fully exposed 1‑for‑1 to any basket decline, so investors can lose some or all principal. The notes pay no interest or dividends, have limited liquidity, and all payments depend on the credit of BofA Finance and Bank of America. The initial estimated value is expected to be $9.35–$9.85 per $10 unit, below the public offering price, reflecting fees, hedging costs and BAC’s internal funding rate.

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Accepted by SEC EDGAR 01/16/2026 - 03:43 PM Learn about SEC filing dates

FAQ

What is Bank of America (BAC) offering in this 424B2 filing?

BofA Finance LLC, fully guaranteed by Bank of America Corporation, is offering senior unsecured Autocallable Strategic Accelerated Redemption Securities® linked to a basket of three financial sector stocks (Goldman Sachs, JPMorgan Chase and Morgan Stanley).

How do the autocallable notes linked to GS, JPM and MS work?

The notes have a $10 principal amount per unit and can be automatically called if the basket value on a Call Observation Date is at or above the starting value. If called, investors receive $10 plus a fixed call premium on the related Call Payment Date and the notes terminate.

What potential returns do these Bank of America notes offer?

If called, the indicative Call Payments per unit are $11.60–$11.70 on the first Call Observation Date, $13.20–$13.40 on the second, and $14.80–$15.10 on the final Call Observation Date. These correspond to call premiums of [16.00%–17.00%], [32.00%–34.00%] and [48.00%–51.00%] on the $10 principal amount.

What are the main risks of the BAC autocallable basket notes?

If the notes are not called, the maturity payment is based on the basket’s Ending Value and provides 1‑to‑1 downside exposure to any decline from the Starting Value, with up to 100% of principal at risk. The notes pay no interest, do not provide dividends from GS, JPM or MS, have limited secondary market liquidity, and expose holders to the credit risk of BofA Finance and Bank of America.

Why is the initial estimated value below the $10 offering price?

The initial estimated value on the pricing date is expected to be between $9.35 and $9.85 per unit, less than the $10 public offering price. The disclosure states this reflects BAC’s internal funding rate, which is typically lower than conventional debt funding costs, plus the underwriting discount and hedging costs embedded in the notes’ economic terms.

Do the notes pay interest or provide any principal protection?

The notes pay no periodic interest and provide no principal protection. If the basket is below the Call Value on every Call Observation Date, the notes are not called and investors receive a maturity payment that falls dollar‑for‑dollar with the basket’s decline from the Starting Value, which can result in a substantial or total loss of principal.

How concentrated is the exposure in these Bank of America notes?

The basket consists solely of the common stocks of The Goldman Sachs Group, Inc. (GS), JPMorgan Chase & Co. (JPM) and Morgan Stanley (MS), each with an approximately equal initial weight. The risk disclosures highlight that this financial sector concentration can increase volatility and sensitivity to sector‑specific economic, political and regulatory events.

This term sheet, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933.  This term sheet and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.

Subject to Completion Preliminary Term Sheet dated January 16, 2026 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-290665 
and 333-290665-01 (To Prospectus dated December 8, 2025, Prospectus Supplement dated December 8, 2025 and
Product Supplement EQUITY MLI-1 dated December 8, 2025)

Units $10 principal amount per unit CUSIP No.			Pricing Date* Settlement Date* Maturity Date*		January  , 2026 January  , 2026 January  , 2029
			*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
BofA Finance LLC Autocallable Strategic Accelerated Redemption Securities® Linked to a Basket of Three Financial Sector Stocks Fully and Unconditionally Guaranteed by Bank of America Corporation ■    Automatically callable if the value of the Basket on any Call Observation Date, occurring approximately one, two and three years after the pricing date, is at or above the Starting Value. If the notes are called, on the relevant Call Payment Date you will receive the applicable Call Payment, and no further amounts will be payable on the notes ■    In the event of an automatic call, the amount payable per unit will be: ■    [$11.60 to $11.70] if called on the first Call Observation Date ■    [$13.20 to $13.40] if called on the second Call Observation Date ■    [$14.80 to $15.10] if called on the final Call Observation Date ■    If not called on one of the first two Call Observation Dates, a maturity of approximately three years ■    If not called on any of the Call Observation Dates, 1-to-1 downside exposure to decreases in the Basket from the Starting Value, with up to 100.00% of the principal amount at risk ■    The Basket will be comprised of the common stocks of The Goldman Sachs Group, Inc., JPMorgan Chase & Co. and Morgan Stanley. Each Basket Stock will be 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, as guarantor 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 America Corporation (“BAC”). Investing in the notes involves a number of risks. There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet, “Additional Risk Factor” on page TS-8 of this term sheet, and “Risk Factors” on page PS-4 of the accompanying product supplement, page S-7 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 expected to be between $9.35 and $9.85 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and “Structuring the Notes” on page TS-16 of this term sheet for 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 or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.

_________________________

	Per Unit	Total
Public offering price	$ 10.00	$
Underwriting discount(1)	$ 0.10	$
	$ 0.05	$
Proceeds, before expenses, to BofA Finance	$ 9.85	$

(1)    The underwriting discount reflects a sales commission of $0.10 per unit and a structuring fee of $0.05 per unit.

The notes and the related guarantee:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

BofA Securities

January     , 2026

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Summary

The Autocallable Strategic Accelerated Redemption Securities^® Linked to a Basket of Three Financial Sector Stocks, due January  , 2029 (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 Deposit Insurance Corporation or secured by collateral. The notes will rank equally in right of payment with all of BofA Finance’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and the related 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 on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor. The notes will be automatically called if the Observation Value of the Market Measure, which is the basket of three financial sector stocks described below (the “Basket”), on any Call Observation Date is equal to or greater than the Call Value. If your notes are called, you will receive the applicable Call Payment on the related Call Payment Date, and no further 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 amount depending on the performance of the Basket. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket, subject to our and BAC’s credit risk. See “Terms of the Notes” below.

The Basket will be comprised of the common stocks of The Goldman Sachs Group, Inc., JPMorgan Chase & Co. and Morgan Stanley (each a “Basket Stock”). On the pricing date, each Basket Stock will be given an approximately equal weight.

The economic terms of the notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked notes and the economic terms of certain related hedging arrangements. BAC’s internal funding 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, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.

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 determined based on our, BAC’s and our other affiliates’ pricing models, which take into consideration BAC’s internal funding rate and the market prices for the hedging 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 sheet made available to investors in the notes. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS-16.

Terms of the Notes		Payment Determination
Issuer:	BofA Finance LLC (“BofA Finance”)	Automatic Call Provision: Redemption Amount Determination: If the notes are not called, you will receive the Redemption Amount per unit on the maturity date, determined as follows: If the notes are not called, this necessarily means that the Ending Value is less than the Starting Value. You will lose a portion, or possibly all, of the principal amount if the notes are not called.
Guarantor:	Bank of America Corporation (“BAC”)
Principal Amount:	$10.00 per unit
Term:	Approximately three years, if not called on one of the first two Call Observation Dates
Market Measure:	An approximately equally weighted basket of three financial sector stocks comprised of the common stocks of The Goldman Sachs Group, Inc. (NYSE symbol: “GS”), JPMorgan Chase & Co. (NYSE symbol: “JPM”) and Morgan Stanley (NYSE symbol: “MS”) (each a “Basket Stock”).
Call Feature:	Autocallable Notes
Call Value:	100% of the Starting Value
Call Payments (per Unit):	[$11.60 to $11.70] if called on the first Call Observation Date; [$13.20 to $13.40] if called on the second Call Observation Date; and [$14.80 to $15.10] if called on the final Call Observation Date. The actual Call Payments will be determined on the pricing date.
Call Premiums (per Unit):	[$1.60 to $1.70], representing a Call Premium of [16.00% to 17.00%] of the principal amount, if called on the first Call Observation Date; [$3.20 to $3.40], representing a Call Premium of [32.00% to 34.00%] of the principal amount, if called on the second Call Observation Date; and [$4.80 to $5.10], representing a Call Premium of [48.00% to 51.00%] of the principal amount, if called on the final Call Observation Date. The actual Call Premiums will be determined on the pricing date.
Starting Value:	The Starting Value will be set to 100.00 on the pricing date
Ending Value:	The Observation Value on the final Call Observation Date
Observation Value:	The value of the Market Measure on the relevant Call Observation Date.

Autocallable Strategic Accelerated Redemption Securities^® TS-2

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Call Observation Dates:	On or about January  , 2027, January  , 2028 and January  , 2029 (the final Call Observation Date), which are approximately one, two and three years after the pricing date. The scheduled Call Observation Dates are subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-25 of product supplement EQUITY MLI-1.
Final Calculation Day / Maturity Valuation Period:	January  , 2029 (which is also the final Call Observation Date), which is the fifth scheduled Market Measure Business Day immediately preceding the maturity date, subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-26 of the accompanying product supplement.
Call Payment Dates:	Approximately the fifth business day following the applicable Call Observation Date, subject to postponement as described on page PS-25 of the accompanying product supplement; provided however, that the Call Payment Date related to the final Call Observation Date will be the maturity date.
Fees and Charges:	The underwriting discount of $0.15 per unit listed on the cover page.
Events of Default:	Events of Default are defined in the senior indenture relating to the notes and in the section entitled “Description of Debt Securities of BofA Finance LLC—Events of Default and Rights of Acceleration” on page 51 of the accompanying prospectus. If such an event occurs and is continuing, the amount payable to a holder of the notes upon any acceleration permitted under the senior indenture will be equal to the payment described under the caption “Description of the Notes—Automatic Call” or the payment described under the caption “—Payment at Maturity,” as applicable, in each case, determined as if the notes matured on the date of acceleration and as if the final Observation Date were the fifth Market Measure Business Day prior to the date of acceleration. The calculation agent shall pro-rate the applicable Call Premium and Call Payment according to the period of time elapsed between the settlement date of the notes and the date of acceleration. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited under applicable bankruptcy law. In case of a default in payment of the notes, whether at their maturity or upon acceleration, they will not bear a default interest rate.
Calculation Agent:	BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.

Autocallable Strategic Accelerated Redemption Securities^® TS-3

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

The terms and risks of the notes are contained in this term sheet and in the following:

■    Product supplement EQUITY MLI-1 dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525311325/d19794d424b2.htm

■    Series A MTN prospectus supplement dated December 8, 2025 and prospectus dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525310920/d51586d424b3.htm

These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website at www.sec.gov or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us, BAC and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Certain terms used but not defined in this term sheet have the meanings set forth in the accompanying product supplement. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BofA Finance, and not to BAC.

Investor Considerations

You may wish to consider an investment in the notes if:

The notes may not be an appropriate investment for you if:

■    You anticipate that the Observation Value of the Basket on at least one of the Call Observation Dates will be equal to or greater than the Call Value and, in that case, you accept an early exit from your investment. ■    You accept that the return on the notes will be limited to the return represented by the applicable Call Premium even if the percentage change in the value of the Basket is significantly greater than such return. ■    You are willing to lose a portion, or possibly all, of the principal amount if the notes are not called. ■    You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities. ■    You are willing to forgo dividends or other benefits of owning the Basket Stocks. ■    You are willing to accept a limited or no market for sales for the notes prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC’s actual and perceived creditworthiness, BAC’s internal funding rate and fees and charges on the notes. ■    You are willing to assume our credit risk, as issuer of the notes, and BAC’s credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.

■    You anticipate that the Observation Value of the Basket will be less than the Call Value on each Call Observation Date. ■    You wish to make an investment that cannot be automatically called prior to maturity. ■    You seek an uncapped return on your investment. ■    You seek principal repayment or preservation of capital. ■    You seek interest payments or other current income on your investment. ■    You want to receive dividends or other distributions paid on the Basket Stocks. ■    You seek an investment for which there will be a liquid secondary market. ■    You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take BAC’s credit risk, as guarantor of the notes.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Autocallable Strategic Accelerated Redemption Securities^® TS-4

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Examples of Hypothetical Payments

The following examples and table are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Call Payment or the Redemption Amount, as applicable, based on the hypothetical terms set forth below. The actual amount you receive and the resulting return will depend on the actual Observation Values of the Basket, the actual Call Premiums, whether the notes are automatically called and the term of your investment.  The following examples do not take into account any tax consequences from investing in the notes. These examples are based on the following hypothetical terms:

1)    the Starting Value of 100.00 for the Basket;

2)    the Call Value of 100.00 for the Basket;

3)    an expected term of the notes of approximately three years, if the notes are not called on one of the first two Call Observation Dates;

4)    a Call Premium of 16.50% of the principal amount if the notes are called on the first Call Observation Date; 33.00% if called on the second Call Observation Date; and 49.50% if called on the final Call Observation Date (in each case, the midpoint of the applicable Call Premium range); and

5)    the Call Observation Dates occurring approximately one, two and three years after the pricing date.

For recent hypothetical values of the Basket, see “The Basket” section below. For recent actual prices of the Basket Stocks, see “The Basket Stocks” section below. The value of the Basket will not include any income generated by dividends paid on the Basket Stocks, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer and guarantor credit risk.

Notes Are Called on a Call Observation Date

The notes will be called at $10.00 plus the applicable Call Premium if the Observation Value of the Basket on one of the Call Observation Dates is equal to or greater than the Call Value. After the notes are called, they will no longer remain outstanding and there will not be any further payments on the notes.

Example 1 - The Observation Value of the Basket on the first Call Observation Date is 110.00. Therefore, the notes will be called at $10.00 plus the Call Premium of $1.65 = $11.65 per unit.

Example 2 - The Observation Value of the Basket on the first Call Observation Date is below the Call Value, but the Observation Value of the Basket on the second Call Observation Date is 102.00. Therefore, the notes will be called at $10.00 plus the Call Premium of $3.30 = $13.30 per unit.

Example 3 - The Observation Value of the Basket on each of the first two Call Observation Dates is below the Call Value, but the Observation Value of the Basket on the third and final Call Observation Date is 110.00. Therefore, the notes will be called at $10.00 plus the Call Premium of $4.95 = $14.95 per unit.

Notes Are Not Called on Any Call Observation Date

Example 4 - The notes are not called on any Call Observation Date. This necessarily means that the Ending Value is less than the Starting Value. The Redemption Amount will be less than the principal amount and could be zero. For example, if the Ending Value of the Basket is 50.00, the Redemption Amount per unit will be:

Autocallable Strategic Accelerated Redemption Securities^® TS-5

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Summary of the Hypothetical Examples

	Notes Are Called on a Call Observation Date			Notes Are Not Called on Any Call Observation Date
	Example 1	Example 2	Example 3	Example 4
Starting Value of the Basket	100.00	100.00	100.00	100.00
Call Value of the Basket	100.00	100.00	100.00	100.00
Observation Value of the Basket on the first Call Observation Date	110.00	80.00	80.00	80.00
Observation Value of the Basket on the second Call Observation Date	N/A	102.00	85.00	85.00
Observation Value of the Basket on the final Call Observation Date	N/A	N/A	110.00	50.00
Return of the Basket	10.00%	2.00%	10.00%	-50.00%
Return of the Notes	16.50%	33.00%	49.50%	-50.00%
Call Payment / Redemption Amount per Unit	$11.65	$13.30	$14.95	$5.00

Autocallable Strategic Accelerated Redemption Securities^® TS-6

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Risk Factors

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-4 of the accompanying product supplement, page S-7 of the Series A MTN prospectus supplement, and page 7 of the prospectus identified above. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Structure-related Risks

■    There is no fixed principal repayment amount on the notes at maturity. If the notes are not called, you will lose a portion, or possibly all, of the principal amount, depending on the performance of the Market Measure.

■    Your investment return is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the Basket Stocks. If, on a Call Observation Date, the Observation Value is greater than or equal to the Call Value, we will automatically call the notes. If the notes are automatically called, your return will be limited to the applicable Call Premium, regardless of the extent of the increase in the value of the Market Measure.

■    Payments on the notes will not reflect changes in the value of the Market Measure other than on the Call Observation Dates. As a result, even if the value of the Market Measure increases during the term of the notes, you will not receive any Call Payment if the Observation Value on each Call Observation Date is less than the Call Value. Similarly, if the notes are not called, you will receive a Redemption Amount that is less than the principal amount if the Ending Value is less than the Starting Value on the Final Calculation Day, even if the value of the Market Measure was greater than the Starting Value prior to such Final Calculation Day.

■    If the notes are called, you will be subject to reinvestment risk, and you will lose the opportunity to receive any higher Call Premium that otherwise might have been payable on a later date.

■    Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.

■    Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC’s creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.

■    We are a finance subsidiary and, as such, have no independent assets, operations or revenues.

■    BAC’s obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.

■    The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.

Valuation- and Market-related Risks

■    The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of BAC, BAC’s internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.

■    The public offering price you pay for the notes will exceed the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the value of the Basket, changes in BAC’s internal funding rate, and the inclusion in the public offering price of the underwriting discount and costs associated with hedging the notes, all as further described in “Structuring the Notes” on page TS-16. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.

■    The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, BofAS or any of our other affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Basket, our and BAC’s creditworthiness and changes in market conditions.

■    A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.

Autocallable Strategic Accelerated Redemption Securities^® TS-7

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Conflict-related Risks

■    BAC and its affiliates’ hedging and trading activities (including trades in shares of the Basket Stocks) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.

■    There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent.

Market Measure-related Risks

■    The Underlying Companies will have no obligations relating to the notes, and none of us, BAC or MLPF&S will perform any due diligence procedures with respect to any Underlying Company in connection with this offering.

■    Changes in the price of one of the Basket Stocks may be offset by changes in the prices of the other Basket Stocks.

■    You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive shares of the Basket Stocks or dividends or other distributions by the Underlying Companies.

■    The payment on the notes will not be adjusted for all corporate events that could affect a Basket Stock. See “Description of The Notes—Anti-Dilution Adjustments Relating to Underlying Stocks” beginning on page PS-37 of the accompanying product supplement.

■    While BAC and our other affiliates may from time to time own securities of the Underlying Companies, we do not control any Underlying Company, and have not verified any disclosures made by any Underlying Company.

Tax-related Risks

■    The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-48 of the accompanying product supplement.

Additional Risk Factors

The stocks included in the Basket are concentrated in one sector. All of the stocks included in the Basket are issued by companies in the financial sector. Although an investment in the notes will not give holders any ownership or other direct interests in the Basket Stocks, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the financial sector, including those discussed below.  Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.

Adverse conditions in the financial sector may reduce your return on the notes. All of the Basket Stocks are issued by companies whose primary lines of business are directly associated with the financial sector. The profitability of these companies is largely dependent on the availability and cost of capital funds, and can fluctuate significantly, particularly when market interest rates change. Credit losses resulting from financial difficulties of these companies’ customers can negatively impact the sector. In addition, adverse international economic, business, or political developments, including with respect to the insurance sector, or to real estate and loans secured by real estate, could have a major effect on the prices of the Basket Stocks. As a result of these factors, the value of the notes may be subject to greater volatility and be more adversely affected by economic, political, or regulatory events relating to the financial services sector.

Economic conditions have adversely impacted the stock prices of many companies in the financial services sector, and may do so during the term of the notes.  In recent years, international economic conditions have resulted, and may continue to result, in significant losses among many companies that operate in the financial services sector. These conditions have also resulted, and may continue to result, in a high degree of volatility in the stock prices of financial institutions, and substantial fluctuations in the profitability of these companies. Numerous financial services companies have experienced substantial decreases in the value of their assets, taken action to raise capital (including the issuance of debt or equity securities), or even ceased operations. Further, companies in the financial services sector have been subject to unprecedented government actions and regulation, which may limit the scope of their operations and, in turn, result in a decrease in value of these companies. Any of these factors may have an adverse impact on the performance of the Basket Stocks. As a result, the prices of the Basket Stocks may be adversely affected by economic, political, or regulatory events affecting the financial services sector or one of the sub-sectors of the financial services sector. This in turn could adversely impact the market value of the notes and the payment on the notes.

Autocallable Strategic Accelerated Redemption Securities^® TS-8

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

The Basket

The Basket is designed to allow investors to receive payment on the notes based on the performance the Basket from the Starting Value to any Observation Value, including the Ending Value. The Basket Stocks are described in the section “The Basket Stocks” below. Each Basket Stock will be assigned an initial weight on the pricing date, as set forth in the table below.

For more information on the calculation of the value of the Basket, please see the section entitled “Description of the Notes—Baskets” beginning on page PS-43 of the accompanying product supplement.

If January 15, 2026 were the pricing date, for each Basket Stock, the Initial Component Weight, the Closing Market Price, the hypothetical Component Ratio and the initial contribution to the Basket value would be as follows:

Basket Stock	Bloomberg Symbol	Initial Component Weight	Closing Market Price(1)(2)	Hypothetical Component Ratio(1)(3)	Initial Basket Value Contribution
The Goldman Sachs Group, Inc.	GS	33.33%	$975.86	0.03415449	33.33
JPMorgan Chase & Co.	JPM	33.33%	$309.26	0.10777339	33.33
Morgan Stanley	MS	33.34%	$191.23	0.17434503	33.34
				Starting Value	100.00

(1)    The actual Closing Market Price of each Basket Stock and the resulting actual Component Ratios will be determined on the pricing date. The actual Closing Market Price and Component Ratio of each Basket Stock will be set forth in the final term sheet that will be made available with the sales of the notes.

(2)    These were the Closing Market Prices of the Basket Stocks on January 15, 2026.

(3)    Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket Stock (as a percentage) multiplied by 100, and then divided by the Closing Market Price of that Basket Stock on January 15, 2026 and rounded to eight decimal places.

The Observation Values and the Ending Value of the Basket will equal the value of the Basket on the applicable Observation Date. The calculation agent will calculate the value of the Basket for Observation Date by summing the products of the Closing Market Price for each Basket Stock (multiplied by its Price Multiplier) on the applicable Observation Date and the Component Ratio applicable to such Basket Stock. If a Market Disruption Event or non-Market Measure Business Day occurs as to any Basket Stock on a scheduled Observation Date, the Closing Market Price of that Basket Stock will be determined as more fully described on page PS-44 of the accompanying product supplement in the section “Description of the Notes—Baskets— Value of the Basket.”

Autocallable Strategic Accelerated Redemption Securities^® TS-9

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

While actual historical information on the Basket will not exist before the pricing date, the following graph sets forth the hypothetical historical daily performance of the Basket from January 1, 2016 through January 15, 2026. The graph is based upon actual daily historical Closing Market Prices of the Basket Stocks, hypothetical Component Ratios based on the Closing Market Prices of the Basket Stocks as of January 1, 2016, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time over the term of the notes.

Hypothetical Historical Performance of the Basket

Autocallable Strategic Accelerated Redemption Securities^® TS-10

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

The Basket Stocks

We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the following information.

Because each Basket Stock is registered under the Securities Exchange Act of 1934, the Underlying Companies are required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s website at http://www.sec.gov by reference to the applicable CIK number set forth below.

This term sheet relates only to the notes and does not relate to any securities of the Underlying Companies. Neither we nor any of our affiliates have participated or will participate in the preparation of the Underlying Companies’ publicly available documents. Neither we nor any of our respective affiliates has made any due diligence inquiry with respect to the Underlying Companies in connection with the offering of the notes. None of us, MLPF&S, BofAS or any of our respective affiliates makes any representation that the publicly available documents or any other publicly available information regarding the Underlying Companies are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Basket Stocks, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning an Underlying Company could affect the price of its Basket Stock and therefore could affect your return on the notes.  The selection of the Basket Stocks is not a recommendation to buy or sell shares of the Basket Stocks.

Autocallable Strategic Accelerated Redemption Securities^® TS-11

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

The Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc. is a global investment banking and securities firm specializing in investment banking, trading, asset management and securities services to corporations, governments, financial institutions and high-net worth individuals. This Basket Stock trades on the New York Stock Exchange under the symbol “GS”. The company’s CIK number is 0000886982.

The following graph shows the daily historical performance of GS on its primary exchange in the period from January 1, 2016 through January 15, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On January 15, 2026, the Closing Market Price of GS was $975.86. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

Historical Performance of GS

This historical data on GS is not necessarily indicative of the future performance of GS or what the value of the notes may be. Any historical upward or downward trend in the price per share of GS during any period set forth above is not an indication that the price per share of GS is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of GS.

Autocallable Strategic Accelerated Redemption Securities^® TS-12

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

JPMorgan Chase & Co.

JPMorgan Chase & Co. is a financial services firm engaged in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. This Basket Stock trades on the New York Stock Exchange under the symbol “JPM”. The company’s CIK number is 0000019617.

The following graph shows the daily historical performance of JPM on its primary exchange in the period from January 1, 2016 through January 15, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On January 15, 2026, the Closing Market Price of JPM was $309.26. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

Historical Performance of JPM

This historical data on JPM is not necessarily indicative of the future performance of JPM or what the value of the notes may be. Any historical upward or downward trend in the price per share of JPM during any period set forth above is not an indication that the price per share of JPM is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of JPM.

Autocallable Strategic Accelerated Redemption Securities^® TS-13

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Morgan Stanley

Morgan Stanley is a global financial services firm that advises, and originates, trades, manages and distributes capital for, governments, institutions and individuals. This Basket Stock trades on the New York Stock Exchange under the symbol “MS”. The company’s CIK number is 0000895421.

The following graph shows the daily historical performance of MS on its primary exchange in the period from January 1, 2016 through January 15, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On January 15, 2026, the Closing Market Price of MS was $191.23. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

Historical Performance of MS

This historical data on MS is not necessarily indicative of the future performance of MS or what the value of the notes may be. Any historical upward or downward trend in the price per share of MS during any period set forth above is not an indication that the price per share of MS is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of MS.

Autocallable Strategic Accelerated Redemption Securities^® TS-14

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Supplement to the Plan of Distribution; Conflicts of Interest

Under our distribution agreement with BofAS, BofAS will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.

MLPF&S will purchase the notes from BofAS for resale, and will receive a selling concession in connection with the sale of the notes in an amount up to the full amount of underwriting discount set forth on the cover of this term sheet.

We will pay a fee to LFT Securities, LLC for providing certain electronic platform services with respect to this offering, which will reduce the economic terms of the notes to you. An affiliate of BofAS has an ownership interest in LFT Securities, LLC.

MLPF&S and BofAS, each a broker-dealer subsidiary of BAC, are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the case of BofAS, and as dealer, in the case of MLPF&S, in the distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.

We may deliver the notes against payment therefor in New York, New York on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the notes occurs more than one business day from the pricing date, purchasers who wish to trade the notes more than one business day prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 10,000 units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.

MLPF&S and BofAS may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these will include MLPF&S’s and BofAS’s trading commissions and mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making transactions; however, neither is obligated to engage in any such transactions. At their discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered by MLPF&S or BofAS for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Basket and the remaining term of the notes. However, neither we nor any of our affiliates is obligated to purchase your notes at any price, or at any time, and we cannot assure you that we or any of our affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.

The value of the notes shown on your account statement will be based on BofAS’s estimate of the value of the notes if BofAS or another of our affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-prevailing market conditions and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.

Autocallable Strategic Accelerated Redemption Securities^® TS-15

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Structuring the Notes

The notes are our debt securities, the return on which is linked to the performance of the Basket. The related guarantees are BAC’s obligations. As is the case for all of our and BAC’s respective debt securities, including our market-linked notes, the economic terms of the notes reflect our and BAC’s actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability management costs to us and BAC, BAC typically borrows the funds under these types of notes at a rate that is more favorable to BAC than the rate that it might pay for a conventional fixed or floating rate debt security. This rate, which we refer to in this term sheet as BAC’s internal funding rate, is typically lower than the rate BAC would pay when it issues conventional fixed or floating rate debt securities. This generally relatively lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked notes, typically results in the initial estimated value of the notes on the pricing date being less than their public offering price.

At maturity, if not previously called, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Basket and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with BofAS or one of our other affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S, BofAS and its affiliates, and take into account a number of factors, including our and BAC’s creditworthiness, interest rate movements, the volatility of the Basket Stocks, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements. These hedging arrangements are expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially expected, but could also result in a loss.

For further information, see “Risk Factors—Valuation and Market-related Risks” and “—Conflict-related Risks” beginning on page PS-7 and PS-10, respectively, and “Use of Proceeds” on page PS-23 of the accompanying product supplement.

Autocallable Strategic Accelerated Redemption Securities^® TS-16

Autocallable Strategic Accelerated Redemption Securities^®
Linked to a Basket of Three Financial Sector Stocks, due January  , 2029

Summary Tax Consequences

You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:

■    There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.

■    You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a callable single financial contract with respect to the Basket.

■    Under this characterization and tax treatment of the notes, a U.S. Holder (as defined in the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.

■    No assurance can be given that the Internal Revenue Service (“IRS”) or any court will agree with this characterization and tax treatment.

■    Under current IRS guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are “delta-one” instruments.

You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should review carefully the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page PS-48 of the accompanying product supplement.

Where You Can Find More Information

We and BAC have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents relating to this offering that we and BAC have filed with the SEC, for more complete information about us, BAC and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.

Autocallable Strategic Accelerated Redemption Securities^® TS-17