10/16/2025 | Press release | Distributed by Public on 10/16/2025 10:17
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Subject to Completion
Preliminary Term Sheet dated
October 16, 2025
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-268718 and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and Product Supplement EQUITY MLI-1 dated September 13, 2024)
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Units
$10 principal amount per unit CUSIP No. |
Pricing Date*
Settlement Date* Maturity Date* |
October , 2025
October , 2025 January , 2027 |
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date")
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BofA Finance LLC
Market-Linked One Look Barrier Notes Linked to the KraneShares CSI China Internet ETF
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Maturity of approximately 15 months
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If the Ending Value of the Underlying Fund is equal to or greater than 80.00% of the Starting Value, a return of [19.00% to 21.00%]
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If the Underlying Fund declines by more than 20.00% from the Starting Value, 1-to-1 downside exposure to decreases in the Underlying Fund from the Starting Value, with up to 100.00% of your principal at risk
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All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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No periodic interest payments
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$ 10.00
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$
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Underwriting discount(1)
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$ 0.10
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$
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$ 0.05
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$
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Proceeds, before expenses, to BofA Finance
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$ 9.85
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$
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(1)
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The underwriting discount reflects a sales commission of $0.10 per note and a structuring fee of $0.05 per note.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Terms of the Notes
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Redemption Amount Determination
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Issuer:
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BofA Finance LLC ("BofA Finance")
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On the maturity date, you will receive a cash payment per unit determined as follows:
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Guarantor:
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Bank of America Corporation ("BAC")
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately 15 months
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Market Measure:
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The KraneShares CSI China Internet ETF (Bloomberg symbol: "KWEB")
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Starting Value:
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The Closing Market Price of the Underlying Fund on the pricing date.
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Ending Value:
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The Closing Market Price of the Market Measure on the scheduled calculation day, multiplied by its Price Multiplier, as determined by the calculation agent. The calculation day is subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-30 of the accompanying product supplement.
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Digital Payment:
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[$1.90 to $2.10] per unit, which represents a return of [19.00% to 21.00%] over the principal amount. The actual Digital Payment will be determined on the pricing date.
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Threshold Value:
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80.00% of the Starting Value.
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Calculation Day:
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Approximately the fifth scheduled Market Measure Business Day immediately preceding the maturity date.
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Price Multiplier:
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1, subject to adjustment for certain events relating to the Market Measure, as described beginning on page PS-36 of the accompanying product supplement.
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Fees and Charges:
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The underwriting discount of $0.15 per unit listed on the cover page.
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Events of Default:
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Events of default are defined in the senior indenture. Subject to the below paragraph, if such 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 Redemption Amount described under the caption "Determining Payment on the Notes-Redemption Amount Determination" determined as if the date of acceleration were the maturity date of the notes and as if the Calculation Day were the fifth Market Measure Business Day prior to the date of acceleration.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Market-Linked One Look Barrier Notes
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TS-2
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Product supplement EQUITY MLI-1 dated September 13, 2024: https://www.sec.gov/Archives/edgar/data/70858/000119312524218927/d843258d424b5.htm
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm
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You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the Ending Value will not be less than the Threshold Value.
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You accept that the return on the notes will be limited to the return represented by the Digital Payment.
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You are willing to risk a loss of principal and return if the Underlying Fund decreases from the Starting Value to an Ending Value that is below the Threshold Value.
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends or other benefits of owning shares of the Underlying Fund or the securities held by the Underlying Fund.
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You are willing to accept a limited or no market for sales 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.
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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.
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You believe that the Underlying Fund will decrease from the Starting Value to an Ending Value that is below the Threshold Value or that it will increase by more than the return represented by the Digital Payment.
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You seek an uncapped return on your investment.
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You seek principal repayment or preservation of capital.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on shares of the Underlying Fund or the securities held by the Underlying Fund.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to take our credit risk, as issuer of the notes, or to take BAC's credit risk, as guarantor of the notes.
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Market-Linked One Look Barrier Notes
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TS-3
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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This graph reflects the returns on the notes, based on the Threshold Value of 80.00% of the Starting Value and a hypothetical Digital Payment of $2.00 per unit (the midpoint of the Digital Payment range of [$1.90 to $2.10]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Underlying Fund, excluding dividends.
This graph has been prepared for purposes of illustration only.
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Ending Value
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Percentage Change from the Starting Value to the Ending Value
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Redemption Amount per Unit
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Total Rate of Return on the Notes
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0.00
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-100.00%
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$0.00
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-100.00%
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50.00
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-50.00%
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$5.00
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-50.00%
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70.00
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-30.00%
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$7.00
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-30.00%
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79.00
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-21.00%
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$7.90
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-21.00%
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80.00(2)
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-20.00%
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$12.00(3)
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20.00%
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85.00
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-15.00%
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$12.00
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20.00%
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90.00
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-10.00%
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$12.00
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20.00%
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100.00(1)
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0.00%
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$12.00
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20.00%
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105.00
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5.00%
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$12.00
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20.00%
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110.00
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10.00%
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$12.00
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20.00%
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120.00
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20.00%
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$12.00
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20.00%
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130.00
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30.00%
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$12.00
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20.00%
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140.00
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40.00%
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$12.00
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20.00%
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140.00
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40.00%
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$12.00
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20.00%
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150.00
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50.00%
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$12.00
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20.00%
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160.00
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60.00%
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$12.00
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20.00%
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(1)
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The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure.
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(2)
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This is the hypothetical Threshold Value.
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(3)
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This amount represents the sum of the principal amount and the Digital Payment of $2.00 per unit. Your investment return is limited to the return represented by the Digital Payment.
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Market-Linked One Look Barrier Notes
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TS-4
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Example 1
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The Ending Value is 50.00, or 50.00% of the Starting Value:
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Starting Value: 100.00
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Threshold Value: 80.00
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Ending Value: 50.00
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Redemption Amount per unit
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Example 2
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The Ending Value is 90.00, or 90.00% of the Starting Value:
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Starting Value: 100.00
Threshold Value: 80.00
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Ending Value: 90.00
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$10.00 + $2.00 = $12.00
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Redemption Amount per unit, the principal amount plus the Digital Payment, since the Ending Value is equal to or greater than the Threshold Value.
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Example 3
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The Ending Value is 160.00, or 160.00% of the Starting Value:
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Starting Value: 100.00
Threshold Value: 80.00
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Ending Value: 160.00
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$10.00 + $2.00 = $12.00
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Redemption Amount per unit, the principal amount plus the Digital Payment, since the
Ending Value is equal to or greater than the Threshold Value.
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Market-Linked One Look Barrier Notes
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TS-5
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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There is no fixed principal repayment amount on the notes at maturity. If the Ending Value is less than the Threshold Value, you will lose all or a portion of your principal amount.
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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.
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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.
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Payments on the notes will not reflect changes in the value of the Underlying Fund other than on the Calculation Day. As a result, even if the value of the Underlying Fund increases during the term of the notes, you will receive a Redemption Amount that is less than the principal amount if the Ending Value is less than the Threshold Value on the Calculation Day, even if the value of the Underlying Fund was always above the Threshold Value prior to such Calculation Day.
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Your investment return is limited to the return represented by the Digital Payment and may be less than a comparable investment directly in the Underlying Fund or the securities held by the Underlying Fund.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC's obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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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.
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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.
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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 price of the Underlying Fund, 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" beginning on page TS-12. 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.
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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 Underlying Fund, our and BAC's creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S, 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.
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BAC and its affiliates' hedging and trading activities (including trades in the Underlying Fund or in shares of companies included in the Underlying Fund) 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.
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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.
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Market-Linked One Look Barrier Notes
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TS-6
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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The sponsor and investment advisor of the Underlying Fund may adjust the Underlying Fund in a way that could adversely affect the value of the notes and the amount payable on the notes, and these entities have no obligation to consider your interests.
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The sponsor of the CSI Overseas China Internet Index, which is the Underlying Fund's underlying index, may adjust the underlying index in a way that affects its level, and has no obligation to consider your interests.
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You will have no rights of a holder of the Underlying Fund or the securities held by the Underlying Fund, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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While BAC and our other affiliates may from time to time own securities of companies included in the Underlying Fund, we, BAC and our other affiliates do not control any company included in the Underlying Fund and have not verified any disclosure made by any other company.
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There are liquidity and management risks associated with the Underlying Fund.
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The performance of the Underlying Fund may not correlate with the performance of its underlying index as well as the net asset value per share of the Underlying Fund, especially during periods of market volatility when the liquidity, and the market price of shares of the Underlying Fund and/or the securities held by the Underlying Fund may be adversely affected, sometimes materially.
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Risks associated with the Underlying Fund or the underlying assets of the Underlying Fund will affect the share price of the Underlying Fund and hence, the value of the notes.
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The payments on the notes will not be adjusted for all events that could affect the Underlying Fund. See "Description of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to Underlying Funds" beginning on PS-36 of the accompanying product supplement.
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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-53 of the accompanying product supplement.
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Market-Linked One Look Barrier Notes
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TS-7
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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TS-8
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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TS-9
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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TS-10
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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TS-11
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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Market-Linked One Look Barrier Notes
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TS-12
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Market-Linked One Look Barrier Notes
Linked to the KraneShares CSI China Internet ETF, due January , 2027 |
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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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 single financial contract with respect to the Underlying Fund.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined on page 71 of the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale or exchange 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.
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No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
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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.
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In addition, there may exist a risk that an investment in the notes will be treated , in whole or in part, as a "constructive ownership transaction" to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital gain recognized by a U.S. Holder in respect of the notes will be recharacterized as ordinary income. Because the application of the constructive ownership rules is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the notes.
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Market-Linked One Look Barrier Notes
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TS-13
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