01/22/2025 | Press release | Distributed by Public on 01/22/2025 16:19
•
|
The Auto-Callable Notes Linked to the Least Performing of the Common Stock of Broadcom Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation, due January 21, 2028 (the "Notes") priced on January 17, 2025 and will issue on January 23, 2025.
|
•
|
Approximate 3 year term if not called prior to maturity.
|
•
|
Payment on the Notes will depend on the individual performance of the common stock of Broadcom Inc., the common stock of Microsoft Corporation and the common stock of NVIDIA Corporation (each an "Underlying Stock").
|
•
|
Beginning with the January 20, 2026 Call Observation Date, automatically callable monthly for an amount equal to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying Stock on such Call Observation Date or on any prior Call Observation Date. The Call Observation Dates and Call Amounts are indicated on page PS-4.
|
•
|
A "Redemption Event" will be deemed to have occurred with respect to an Underlying Stock on a Call Observation Date if, on that Call Observation Date, the Observation Value of such Underlying Stock is greater than or equal to its respective Call Value. The Call Values are indicated on page PS-2.
|
•
|
Assuming the Notes are not called, if any Underlying Stock declines by more than 50% from its Starting Value to its Ending Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying Stock, with up to 100% of the principal at risk. Otherwise, if the Notes are not called and the Ending Value of the Least Performing Underlying Stock is greater than or equal to 50% of its Starting Value, at maturity you will receive the principal amount of your Notes.
|
•
|
Any payment on the Notes is subject to the credit risk of BofA Finance LLC ("BofA Finance" or the "Issuer"), as issuer of the Notes, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Notes.
|
•
|
No periodic interest payments.
|
•
|
The Notes will not be listed on any securities exchange.
|
•
|
CUSIP No. 09711GBH7.
|
Public offering price
|
Underwriting discount(1)
|
Proceeds, before expenses, to BofA Finance
|
|
Per Note
|
$1,000.00
|
$0.00
|
$1,000.00
|
Total
|
$2,399,000.00
|
$0.00
|
$2,399,000.00
|
(1)
|
In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $8.00 per $1,000.00 in principal amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Selling Agent
|
Issuer:
|
BofA Finance
|
Guarantor:
|
BAC
|
Denominations:
|
The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.
|
Term:
|
Approximately 3 years, unless previously automatically called.
|
Underlying Stocks:
|
The common stock of Broadcom Inc. (Nasdaq Global Select Market symbol: "AVGO"), the common stock of Microsoft Corporation (Nasdaq Global Select Market symbol: "MSFT") and the common stock of NVIDIA Corporation (Nasdaq Global Select Market symbol: "NVDA").
|
Pricing Date:
|
January 17, 2025
|
Issue Date:
|
January 23, 2025
|
Valuation Date:
|
January 18, 2028 (which is also the final Call Observation Date), subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating to Observation Dates" in the accompanying product supplement.
|
Maturity Date:
|
January 21, 2028
|
Starting Value:
|
AVGO: $237.44
MSFT: $429.03
NVDA: $137.71
|
Observation Value:
|
With respect to each Underlying Stock, its Closing Market Price on the applicable Call Observation Date, multiplied by its Price Multiplier.
|
Ending Value:
|
With respect to each Underlying Stock, its Observation Value on the Valuation Date.
|
Call Value:
|
AVGO: $201.82 (85.00% of its Starting Value, rounded to two decimal places).
MSFT: $364.68 (85.00% of its Starting Value, rounded to two decimal places).
NVDA: $117.05 (85.00% of its Starting Value, rounded to two decimal places).
|
Price Multiplier:
|
With respect to each Underlying Stock, 1, subject to adjustment for certain corporate events relating to that Underlying Stock as described in "Description of the Notes - Anti-Dilution Adjustments" beginning on page PS-23 of the accompanying product supplement.
|
Threshold Value:
|
AVGO: $118.72 (50.00% of its Starting Value).
MSFT: $214.52 (50.00% of its Starting Value, rounded to two decimal places).
NVDA: $68.86 (50.00% of its Starting Value, rounded to two decimal places).
|
Redemption Event:
|
A Redemption Event will be deemed to have occurred with respect to an Underlying Stock on a Call Observation Date if, on that Call Observation Date, the Observation Value of such Underlying Stock is greater than or equal to its respective Call Value. In order for you to receive a positive return on the Notes, a Redemption Event must occur with respect to each individual Underlying Stock on or prior to the final Call Observation Date.
|
Automatic Call:
|
Beginning with the January 20, 2026 Call Observation Date, all (but not less than all) of the Notes will be automatically called at an amount equal to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying Stock on such Call Observation Date or on any prior Call Observation Date. If the Notes are automatically called, the applicable Call Amount will be paid on the applicable Call Payment Date. No further amounts will be payable following an Automatic Call. The Notes will not be automatically called on any Call Observation Date unless a Redemption
|
AUTO-CALLABLE NOTES | PS-2
|
|
Event is deemed to have occurred with respect to each Underlying Stock on the applicable Call Observation Date or on any prior Call Observation Date.
|
Redemption Amount:
|
If the Notes have not been automatically called, the Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Least Performing Underlying Stock is greater than or equal to its Threshold Value:
b) If the Ending Value of the Least Performing Underlying Stock is less than its Threshold Value:
In this case, the Redemption Amount will be less than 50.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.
|
Call Observation Dates:
|
As set forth beginning on page PS-4
|
Call Payment Dates:
|
As set forth beginning on page PS-4
|
Call Amounts (per $1,000.00 in principal amount):
|
As set forth beginning on page PS-4
|
Calculation Agent:
|
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
|
Selling Agent:
|
BofAS
|
CUSIP:
|
09711GBH7
|
Underlying Stock Return:
|
With respect to each Underlying Stock,
|
Least Performing Underlying Stock:
|
The Underlying Stock with the lowest Underlying Stock Return.
|
Events of Default and Acceleration:
|
If an Event of Default, as 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; Covenant Breaches" on page 54 of the accompanying prospectus, with respect to the Notes 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 amount described under the caption "Redemption Amount" above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third Trading Day prior to the date of acceleration; provided that, if the event of default occurs on or prior to the Valuation Date (i.e., not during the period from after that Valuation Date to the original maturity date of the Notes), then the payment on the Notes will be determined as described above under the caption "-Automatic Call," calculated as if the next scheduled Call Observation Date were three Trading Days prior to the date of acceleration, and in such a case, the calculation agent shall pro-rate the applicable Call Amount according to the period of time elapsed between the issue date of the notes and the date of acceleration. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
|
AUTO-CALLABLE NOTES | PS-3
|
Call Observation Dates*
|
Call Payment Dates
|
Call Amounts (per $1,000.00 in principal amount)
|
January 20, 2026
|
January 23, 2026
|
$1,205.0000
|
February 17, 2026
|
February 20, 2026
|
$1,222.0833
|
March 17, 2026
|
March 20, 2026
|
$1,239.1667
|
April 17, 2026
|
April 22, 2026
|
$1,256.2500
|
May 18, 2026
|
May 21, 2026
|
$1,273.3333
|
June 17, 2026
|
June 23, 2026
|
$1,290.4167
|
July 17, 2026
|
July 22, 2026
|
$1,307.5000
|
August 17, 2026
|
August 20, 2026
|
$1,324.5833
|
September 17, 2026
|
September 22, 2026
|
$1,341.6667
|
October 19, 2026
|
October 22, 2026
|
$1,358.7500
|
November 17, 2026
|
November 20, 2026
|
$1,375.8333
|
December 17, 2026
|
December 22, 2026
|
$1,392.9167
|
January 19, 2027
|
January 22, 2027
|
$1,410.0000
|
February 17, 2027
|
February 22, 2027
|
$1,427.0833
|
March 17, 2027
|
March 22, 2027
|
$1,444.1667
|
April 19, 2027
|
April 22, 2027
|
$1,461.2500
|
May 17, 2027
|
May 20, 2027
|
$1,478.3333
|
June 17, 2027
|
June 23, 2027
|
$1,495.4167
|
July 19, 2027
|
July 22, 2027
|
$1,512.5000
|
August 17, 2027
|
August 20, 2027
|
$1,529.5833
|
September 17, 2027
|
September 22, 2027
|
$1,546.6667
|
October 18, 2027
|
October 21, 2027
|
$1,563.7500
|
November 17, 2027
|
November 22, 2027
|
$1,580.8333
|
December 17, 2027
|
December 22, 2027
|
$1,597.9167
|
January 18, 2028 (the "Valuation Date")
|
January 21, 2028 (the "Maturity Date")
|
$1,615.0000
|
AUTO-CALLABLE NOTES | PS-4
|
AUTO-CALLABLE NOTES | PS-5
|
AUTO-CALLABLE NOTES | PS-6
|
Ending Value of the Least Performing Underlying Stock
|
Underlying Stock Return of the Least Performing Underlying Stock
|
Redemption Amount per Note
|
Return on the Notes(1)
|
84.99
|
-15.01%
|
$1,000.00
|
0.00%
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
70.00
|
-30.00%
|
$1,000.00
|
0.00%
|
60.00
|
-40.00%
|
$1,000.00
|
0.00%
|
50.00(2)
|
-50.00%
|
$1,000.00
|
0.00%
|
49.99
|
-50.01%
|
$499.90
|
-50.01%
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
(1)
|
The "Return on the Notes" is calculated based on the Redemption Amount.
|
(2)
|
This is the hypothetical Threshold Value of the Least Performing Underlying Stock.
|
AUTO-CALLABLE NOTES | PS-7
|
•
|
Your investment may result in a loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on the Notes at maturity. If the Notes are not automatically called and the Ending Value of any Underlying Stock is less than its Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying Stock and you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying Stock is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.
|
•
|
Any positive investment return on the Notes is limited. You will not participate in any increase in the level of any Underlying. Any positive investment return is limited to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying Stock on a Call Observation Date or on any prior Call Observation Date. In contrast, a direct investment in the Underlying Stocks would allow you to receive the benefit of any appreciation in their prices. Any return on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid or distributions made on them. The return on the Notes may be less than a comparable investment directly in the securities held by or included in the Underlyings. There is no guarantee that the Notes will be called, and it is possible that you will not receive any positive return on the Notes.
|
•
|
The Notes do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the Notes, regardless of the extent to which the Observation Value or Ending Value of the Least Performing Underlying Stock exceeds its Starting Value, Call Value or Threshold Value.
|
•
|
The Notes are subject to a potential Automatic Call, which would limit your ability to receive further payment on the Notes. The Notes are subject to a potential Automatic Call. The Notes will be automatically called if a Redemption Event has occurred with respect to each Underlying Stock on a Call Observation Date or on any prior Call Observation Date. If the Notes are automatically called, you will be entitled to receive the applicable Call Amount with respect to the applicable Call Observation Date and no further amounts will be payable following the Automatic Call. In this case, you will lose the opportunity to receive payment of any higher Call Amount that otherwise would be payable after the date of the Automatic Call. If the Notes are called, you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the Notes.
|
•
|
Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same Maturity Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money.
|
•
|
The Call Amount or Redemption Amount, as applicable, will not reflect changes in the prices of the Underlying Stocks other than on the Call Observation Dates or Valuation Date, as applicable. The prices of the Underlying Stocks during the term of the Notes other than on the Call Observation Dates or Valuation Date, as applicable, will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlying Stocks while holding the Notes, as the performance of the Underlying Stocks may influence the market value of the Notes. The calculation agent will determine whether the Notes will be automatically called and will calculate the Call Amount or the Redemption Amount, as applicable, by comparing only the Starting Value, the Call Value or the Threshold Value, as applicable, to the Observation Value or the Ending Value for each Underlying Stock. No other prices of the Underlying Stocks will be taken into account. As a result, if the Notes are not automatically called and the Ending Value of the Least Performing Underlying Stock is less than its Threshold Value, you will receive less than the principal amount at maturity even if the price of each Underlying Stock was always above its Threshold Value prior to the Valuation Date.
|
•
|
Because the Notes are linked to the least performing (and not the average performance) of the Underlying Stocks, you may not receive any return on the Notes and may lose a significant portion or all of your investment in the Notes even if the Observation Value or Ending Value of one Underlying Stock is greater than or equal to its Call Value or Threshold Value, as applicable. Your Notes are linked to the least performing of the Underlying Stocks, and a change in the price of one Underlying Stock may not correlate with changes in the prices of the other Underlying Stocks. The Notes are not linked to a basket composed of the Underlying Stocks, where the depreciation in the price of one Underlying Stock could be offset to some extent by the appreciation in the prices of the other Underlying Stocks. In the case of the Notes, the individual performance of each Underlying Stock would not be combined, and the depreciation in the price of one Underlying Stock would not be offset by any appreciation in the prices of the other Underlying Stocks. Even if the Observation Value of an Underlying Stock is at or above its Call Value on a Call Observation Date, your Notes will not be automatically called if a Redemption Event is not deemed to have occurred with respect to another Underlying Stock. In addition, even if the Ending Value of an Underlying Stock is at or above its Threshold Value, you will lose a significant portion or all of your investment in the Notes if the Ending Value of the Least Performing Underlying Stock is below its Threshold Value.
|
AUTO-CALLABLE NOTES | PS-8
|
•
|
Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes in our or the Guarantor's creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of the performance of the Underlying Stocks. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be at any time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amount(s) payable under the terms of the Notes.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the Guarantor's perceived creditworthiness and actual or anticipated decreases in our or the Guarantor's credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S. Treasury securities (the "credit spread") prior to the Maturity Date may adversely affect the market value of the Notes. However, because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the prices of the Underlying Stocks, an improvement in our or the Guarantor's credit ratings will not reduce the other investment risks related to the Notes. |
•
|
We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the Guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet our obligations under the Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited.
|
•
|
The public offering price you are paying for the Notes exceeds their initial estimated value. The initial estimated value of the Notes that is provided on the cover page of this pricing supplement is an estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of the Guarantor, the Guarantor's internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends 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. 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 their initial estimated value. This is due to, among other things, changes in the prices of the Underlying Stocks, changes in the Guarantor's internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, the referral fee and the hedging related charges, all as further described in "Structuring the Notes" below. 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, 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 Stocks, our and BAC's creditworthiness and changes in market conditions.
|
•
|
We cannot assure you that a trading market for your Notes will ever develop or be maintained. We will not list the Notes on any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or illiquid.
|
•
|
Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the Notes and their market value. We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell shares of the Underlying Stocks, or futures or options contracts or exchange traded instruments on the Underlying Stocks, or other instruments whose value is derived from the Underlying Stocks. We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their management. These transactions may adversely affect the prices of the Underlying Stocks in a manner that could be adverse to your investment in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection with the Notes), may have affected the prices of the Underlying Stocks. Consequently, the prices of the Underlying Stocks may change subsequent to the pricing date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also may have engaged in hedging activities that could have affected the prices of the Underlying Stocks on the pricing date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or |
AUTO-CALLABLE NOTES | PS-9
|
one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities will not adversely affect the prices of the Underlying Stocks, the market value of your Notes prior to maturity or the amounts payable on the Notes.
|
•
|
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. One of our affiliates will be the calculation agent for the Notes and, as such, will make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
|
•
|
The terms of the Notes will not be adjusted for all corporate events that could affect an issuer of an Underlying Stock. The Price Multiplier of an Underlying Stock, the determination of the payments on the Notes, and other terms of the Notes may be adjusted for the specified corporate events affecting the Underlying Stock, as described in the section entitled "Description of the Notes-Anti-Dilution Adjustments" beginning on page PS-23 of the accompanying product supplement. However, these adjustments do not cover all corporate events that could affect the market price of an Underlying Stock, such as offerings of common shares for cash or in connection with certain acquisition transactions. The occurrence of any event that does not require the calculation agent to adjust the applicable Price Multiplier or the amounts that may be paid on the Notes at maturity may adversely affect the price of an Underlying Stock, and, as a result, the market value of the Notes.
|
•
|
The U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the Notes. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as single financial contracts, as described below under "U.S. Federal Income Tax Summary-General." If the Internal Revenue Service (the "IRS") were successful in asserting an alternative characterization for the Notes, the timing and character of gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled "U.S. Federal Income Tax Summary." You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the Notes.
|
AUTO-CALLABLE NOTES | PS-10
|
AUTO-CALLABLE NOTES | PS-11
|
AUTO-CALLABLE NOTES | PS-12
|
AUTO-CALLABLE NOTES | PS-13
|
AUTO-CALLABLE NOTES | PS-14
|
AUTO-CALLABLE NOTES | PS-15
|
AUTO-CALLABLE NOTES | PS-16
|
AUTO-CALLABLE NOTES | PS-17
|
AUTO-CALLABLE NOTES | PS-18
|
AUTO-CALLABLE NOTES | PS-19
|
•
|
Product Supplement STOCK-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315468/d427660d424b2.htm |
•
|
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 |
AUTO-CALLABLE NOTES | PS-20
|