09/09/2025 | Press release | Distributed by Public on 09/09/2025 09:47
BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100® Index, the SPDR® S&P Biotech ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF due September 24, 2029
Term Sheet to Preliminary Pricing Supplement dated September 9, 2025 |
Issuer and Guarantor:
|
BofA Finance LLC ("BofA Finance" or "Issuer") and Bank of America Corporation ("BAC" or the "Guarantor")
|
Underlyings:
|
The Nasdaq-100® Index, the SPDR® S&P Biotech ETF and the SPDR® S&P® Oil & Gas Exploration & Production ETF
|
Pricing Date*:
|
September 19, 2025
|
Issue Date*:
|
September 24, 2025
|
Maturity Date*:
|
September 24, 2029
|
Denominations:
|
$1,000 and any integral multiple of $1,000.
|
Automatic Call:
|
If the closing value of the Lowest Performing Underlying on any Call Date is greater than or equal to its Call Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date.
|
Call Dates* and Call Premiums:
|
The Call Premium applicable to each Call Date will be a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of at least approximately 12.00% per annum (to be determined on the Pricing Date). See "Call Dates and Call Premiums" on page 2.
|
Lowest Performing Underlying:
|
The Lowest Performing Underlying on any Call Date is the Underlying with the lowest Performance Factor on that Call Date.
|
Performance Factor:
|
With respect to an Underlying on any Call Date, its closing value on such Call Date divided by its Starting Value (expressed as a percentage).
|
Call Settlement Date:
|
Three business days after the applicable Call Date.
|
Maturity Payment Amount (per Security):
|
If the Securities are not automatically called, you will receive a Maturity Payment Amount that could be equal to or less than the principal amount per Security:
●
If the Ending Value of the Lowest Performing Underlying on the Final Calculation Day is less than its Call Value but greater than or equal to its Threshold Value: $1,000; or
●
If the Ending Value of the Lowest Performing Underlying on the Final Calculation Day is less than its Threshold Value:
$1,000 × Performance Factor of the Lowest Performing Underlying on the Final Calculation Day
|
Starting Value:
|
For each Underlying, its closing value on the Pricing Date
|
Ending Value:
|
For each Underlying, its closing value on the Final Calculation Day
|
Call Value:
|
For each Underlying, 86% of its Starting Value.
|
Threshold Value:
|
For each Underlying, 60% of its Starting Value.
|
Calculation Agent:
|
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance
|
Underwriting Discount**:
|
Up to 2.575% per Security; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.00% per Security and WFA may receive a distribution expense fee of 0.075% per Security.
|
CUSIP:
|
09711MLF7
|
Material Tax Consequences:
|
See the preliminary pricing supplement.
|
*Subject to change.
** In addition, selected dealers may receive a fee of up to 0.30% per Security for marketing and other services.
|
Call Date
|
Call Premium†
|
Call Date
|
Call Premium†
|
September 24, 2026
|
At least 12.00% of the principal amount
|
April 24, 2028
|
At least 31.00% of the principal amount
|
October 26, 2026
|
At least 13.00% of the principal amount
|
May 24, 2028
|
At least 32.00% of the principal amount
|
November 24, 2026
|
At least 14.00% of the principal amount
|
June 26, 2028
|
At least 33.00% of the principal amount
|
December 24, 2026
|
At least 15.00% of the principal amount
|
July 24, 2028
|
At least 34.00% of the principal amount
|
January 25, 2027
|
At least 16.00% of the principal amount
|
August 24, 2028
|
At least 35.00% of the principal amount
|
February 24, 2027
|
At least 17.00% of the principal amount
|
September 25, 2028
|
At least 36.00% of the principal amount
|
March 24, 2027
|
At least 18.00% of the principal amount
|
October 24, 2028
|
At least 37.00% of the principal amount
|
April 26, 2027
|
At least 19.00% of the principal amount
|
November 24, 2028
|
At least 38.00% of the principal amount
|
May 24, 2027
|
At least 20.00% of the principal amount
|
December 26, 2028
|
At least 39.00%% of the principal amount
|
June 24, 2027
|
At least 21.00% of the principal amount
|
January 24, 2029
|
At least 40.00% of the principal amount
|
July 26, 2027
|
At least 22.00% of the principal amount
|
February 26, 2029
|
At least 41.00% of the principal amount
|
August 24, 2027
|
At least 23.00% of the principal amount
|
March 26, 2029
|
At least 42.00% of the principal amount
|
September 24, 2027
|
At least 24.00% of the principal amount
|
April 24, 2029
|
At least 43.00% of the principal amount
|
October 25, 2027
|
At least 25.00% of the principal amount
|
May 24, 2029
|
At least 44.00% of the principal amount
|
November 24, 2027
|
At least 26.00% of the principal amount
|
June 25, 2029
|
At least 45.00% of the principal amount
|
December 27, 2027
|
At least 27.00% of the principal amount
|
July 24, 2029
|
At least 46.00% of the principal amount
|
January 24, 2028
|
At least 28.00% of the principal amount
|
August 24, 2029
|
At least 47.00% of the principal amount
|
February 24, 2028
|
At least 29.00% of the principal amount
|
September 19, 2029 (the "Final Calculation Day")
|
At least 48.00% of the principal amount
|
March 24, 2028
|
At least 30.00% of the principal amount
|
●
Your investment may result in a loss; there is no guaranteed return of principal.
●
Any positive investment return on the Securities is limited.
●
The Securities do not bear interest.
●
The amount payable upon an automatic call or the Maturity Payment Amount, as applicable, will not reflect the values of the Underlyings other than on the Call Dates.
●
The Securities are subject to a potential automatic call, which would limit your ability to receive further payment on the Securities.
●
Because the Securities are linked to the lowest performing (and not the average performance) of the Underlyings, you may not receive any return on the Securities and may lose a significant portion or all of your principal amount even if the closing value of one Underlying is always greater than or equal to its Call Value or Threshold Value.
●
Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity.
●
A Call Settlement Date and the Maturity Date may be postponed if a Call Date is postponed.
●
Any payment on the Securities is subject to the credit risk of BofA Finance, as issuer, and BAC, as Guarantor, and actual or perceived changes in BofA Finance's or the Guarantor's creditworthiness are expected to affect the value of the Securities.
●
We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
●
The public offering price you pay for the Securities will exceed their initial estimated value.
●
The initial estimated value does not represent a minimum or maximum price at which BofA Finance, BAC, BofAS or any of our other affiliates or Wells Fargo Securities, LLC ("WFS") or its affiliates would be willing to purchase your Securities in any secondary market (if any exists) at any time.
●
BofA Finance cannot assure you that a trading market for your Securities will ever develop or be maintained.
●
The Securities are not designed to be short-term trading instruments, and if you attempt to sell the Securities prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount.
●
Trading and hedging activities by BofA Finance, the Guarantor and any of our other affiliates, including BofAS, and WFS and its affiliates, may create conflicts of interest with you and may affect your return on the Securities and their market value.
|
●
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.
●
Any payments on the Securities and whether the Securities are automatically called will depend upon the performance of the Underlyings, and therefore the Securities are subject to the following risks, each as discussed in more detail in the accompanying product supplement.
o
Changes that affect the Index may adversely affect the value of the Securities and any payments on the Securities.
o
We cannot control actions by any of the unaffiliated companies whose securities are included in the Index.
o
We and our affiliates have no affiliation with the index sponsor and have not independently verified its public disclosure of information.
o
Risks associated with a fund underlying index, or the underlying assets of a Fund, will affect the value of that Fund and hence the value of the Securities.
o
Changes that affect a Fund or its fund underlying index may adversely affect the value of the Securities and any payments on the Securities.
o
We cannot control actions by any of the unaffiliated companies whose securities are held by or included in a Fund or its fund underlying index.
o
We and our affiliates have no affiliation with any fund sponsor or fund underlying index sponsor and have not independently verified their public disclosure of information.
o
There are risks associated with funds.
●
The Securities are subject to risks associated with foreign securities markets.
●
Adverse conditions in the biotechnology sector may reduce your return on the Notes.
●
The stocks of companies in the oil and gas sector are subject to swift price fluctuations.
●
The stocks held by the XOP are concentrated in one sector.
●
The stocks held by the XBI are concentrated in one sector.
●
The U.S. federal income and estate tax consequences of the Securities are uncertain, and may be adverse to a holder of the Securities.
|