11/10/2025 | Press release | Distributed by Public on 11/10/2025 10:58
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Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-268718 and 333-268718-01
This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Securities in any country or jurisdiction where such an offer would not be permitted.
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Preliminary Pricing Supplement
Subject To Completion, dated November 10, 2025
(To Prospectus dated December 30, 2022,
Series A Prospectus Supplement dated December 30, 2022 and
Product Supplement No. WF-1 dated March 8, 2023)
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BofA Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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■ Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. (each referred to as an "Underlying")
■ Unlike ordinary debt securities, the Securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the Securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the closing value of the Lowest Performing Underlying on the relevant Call Date. The Lowest Performing Underlying on any Call Date is the Underlying that has the lowest closing value on that Call Date as a percentage of its Starting Value
■ Automatic Call. If the closing value of the Lowest Performing Underlying on any Call Date is greater than or equal to its Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date. 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 22.00% per annum (to be determined on the Pricing Date). Please see "Terms of the Securities - Call Dates and Call Premiums" below for the Call Dates and Call Premiums
■ Maturity Payment Amount. 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 depending on the closing value of the Lowest Performing Underlying on the Final Calculation Day as follows:
■
If the closing value of the Lowest Performing Underlying on the Final Calculation Day is less than its Starting Value, but greater than or equal to its Threshold Value, you will receive the principal amount of your Securities
■
If the closing value of the Lowest Performing Underlying on the Final Calculation Day is less than its Threshold Value, you will have full downside exposure to the decrease in the value of the Lowest Performing Underlying from its Starting Value, and you will lose more than 30%, and possibly all, of the principal amount of your Securities.
■ The Threshold Value for each Underlying is 70% of its Starting Value
■ Investors may lose a significant portion, or all, of the principal amount
■ Your return on the Securities will depend solely on the performance of the Underlying that is the Lowest Performing Underlying on each Call Date. You will not benefit in any way from the performance of the better performing Underlyings. Therefore, you will be adversely affected if any Underlying performs poorly, even if the other Underlyings perform favorably
■ Any positive return on the Securities will be limited to the applicable Call Premium, even if the closing value of the Lowest Performing Underlying on the applicable Call Date significantly exceeds its Starting Value. You will not participate in any appreciation of any Underlying beyond the applicable fixed Call Premium
■ All payments on the Securities are subject to the credit risk of BofA Finance LLC ("BofA Finance"), as issuer of the Securities, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Securities
■ Securities will not be listed on any securities exchange
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Public offering price
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Terms of the Securities
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Issuer:
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BofA Finance LLC.
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Guarantor:
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BAC.
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Underlyings:
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The S&P 500® Index (Bloomberg symbol: "SPX"), a price return index, the Nasdaq-100® Technology Sector Index (Bloomberg symbol: "NDXT"), a price return index, and the Class A Common Stock of Meta Platforms, Inc. (Nasdaq Global Select Market symbol: "META"), a stock. The Class A Common Stock of Meta Platforms, Inc. is sometimes referred to herein as the "Underlying Stock." The S&P 500® Index and the Nasdaq-100® Technology Sector Index are sometimes collectively referred to herein as the "Indices" and individually as an "Index."
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Pricing Date*:
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November 21, 2025.
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Issue Date*:
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November 26, 2025.
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Maturity Date*:
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November 27, 2028, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions". The Securities are not subject to repayment at the option of any holder of the Securities prior to the Maturity Date.
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Denominations:
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$1,000 and any integral multiple of $1,000. References in this pricing supplement to a "Security" are to a Security with a principal amount of $1,000.
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Automatic Call:
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If the closing value of the Lowest Performing Underlying on any Call Date is greater than or equal to its Starting Value, the Securities will be automatically called, and on the related Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount per Security plus the Call Premium applicable to the relevant Call Date. The last Call Date is the Final Calculation Day, and payment upon an automatic call on the Final Calculation Day, if applicable, will be made on the Maturity Date.
Any positive return on the Securities will be limited to the applicable Call Premium, even if the closing value of the Lowest Performing Underlying on the applicable Call Date significantly exceeds its Starting Value. You will not participate in any appreciation of any Underlying beyond the applicable Call Premium.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Call Dates* and Call Premiums:
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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 22.00% per annum (to be determined on the Pricing Date).
The actual Call Premium and payment per Security upon an automatic call that are applicable to each Call Date will be determined on the Pricing Date and will be at least the amounts specified in the table below.
Call Date
Call Premium
Payment per Security upon an Automatic Call
November 27, 2026
At least 22.000% of the principal amount
At least $1,220.00
December 28, 2026
At least 23.833% of the principal amount
At least $1,238.33
January 26, 2027
At least 25.667% of the principal amount
At least $1,256.67
February 26, 2027
At least 27.500% of the principal amount
At least $1,275.00
March 29, 2027
At least 29.333% of the principal amount
At least $1,293.33
April 26, 2027
At least 31.167% of the principal amount
At least $1,311.67
May 26, 2027
At least 33.000% of the principal amount
At least $1,330.00
June 28, 2027
At least 34.833% of the principal amount
At least $1,348.33
July 26, 2027
At least 36.667% of the principal amount
At least $1,366.67
August 26, 2027
At least 38.500% of the principal amount
At least $1,385.00
September 27, 2027
At least 40.333% of the principal amount
At least $1,403.33
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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October 26, 2027
At least 42.167% of the principal amount
At least $1,421.67
November 26, 2027
At least 44.000% of the principal amount
At least $1,440.00
December 27, 2027
At least 45.833% of the principal amount
At least $1,458.33
January 26, 2028
At least 47.667% of the principal amount
At least $1,476.67
February 28, 2028
At least 49.500% of the principal amount
At least $1,495.00
March 27, 2028
At least 51.333% of the principal amount
At least $1,513.33
April 26, 2028
At least 53.167% of the principal amount
At least $1,531.67
May 26, 2028
At least 55.000% of the principal amount
At least $1,550.00
June 26, 2028
At least 56.833% of the principal amount
At least $1,568.33
July 26, 2028
At least 58.667% of the principal amount
At least $1,586.67
August 28, 2028
At least 60.500% of the principal amount
At least $1,605.00
September 26, 2028
At least 62.333% of the principal amount
At least $1,623.33
October 26, 2028
At least 64.167% of the principal amount
At least $1,641.67
November 21, 2028
At least 66.000% of the principal amount
At least $1,660.00
We refer to November 21, 2028 as the "Final Calculation Day."
The Call Dates are subject to postponement as described below in "-Market Disruption Events and Postponement Provisions".
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Call Settlement Date:
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Three business days after the applicable Call Date (as each such Call Date may be postponed as described below in "-Market Disruption Events and Postponement Provisions", if applicable); provided that the Call Settlement Date for the last Call Date is the Maturity Date.
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Maturity Payment Amount:
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If the Securities are not automatically called, you will be entitled to receive on the Maturity Date a cash payment per Security in U.S. dollars equal to the Maturity Payment Amount. The "Maturity Payment Amount" per Security will equal:
• if the Ending Value of the Lowest Performing Underlying on the Final Calculation Day is less than its Starting 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
If the Securities are not automatically called and the Ending Value of the Lowest Performing Underlying on the Final Calculation Day is less than its Threshold Value, you will lose more than 30%, and possibly all, of the principal amount of your Securities on the Maturity Date.
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Lowest Performing Underlying:
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For any Call Date, the "Lowest Performing Underlying" will be the Underlying with the lowest Performance Factor on that Call Date.
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Performance Factor:
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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).
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Closing Value:
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With respect to an Index on any Call Date, its closing level on that Call Date; and with respect to the Underlying Stock on any Call Date, its stock closing price on that Call Date.
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Closing Level:
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With respect to each Index, closing level has the meaning set forth under "General Terms of the Securities - Certain Terms for Securities Linked to an Index - Certain Definitions" in the accompanying product supplement.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Stock Closing Price:
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With respect to the Underlying Stock, stock closing price, closing price and adjustment factor have the meanings set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Underlying Stock-Certain Definitions" in the accompanying product supplement.
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Starting Value:
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With respect to the S&P 500® Index: , its closing value on the Pricing Date.
With respect to the Nasdaq-100® Technology Sector Index: , its closing value on the Pricing Date.
With respect to the Class A Common Stock of Meta Platforms, Inc.: $ , its closing value on the Pricing Date.
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Ending Value:
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With respect to each Underlying, its closing value on the Final Calculation Day.
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Threshold Value:
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With respect to the S&P 500® Index: , which is equal to 70% of its Starting Value.
With respect to the Nasdaq-100® Technology Sector Index: , which is equal to 70% of its Starting Value.
With respect to the Class A Common Stock of Meta Platforms, Inc.: $ , which is equal to 70% of its Starting Value.
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Market Disruption Events and Postponement Provisions:
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Each Call Date (including the Final Calculation Day) is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the Maturity Date will be postponed if the Final Calculation Day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the Call Dates and the Maturity Date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to Multiple Market Measures" and "-Payment Dates" in the accompanying product supplement. For purposes of the accompanying product supplement, each Call Date (including the Final Calculation Day) is a "calculation day" and each Call Settlement Date (including the Maturity Date) is a "payment date." In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Market Disruption Events" and "-Certain Terms for Securities Linked to an Underlying Stock -Market Disruption Events" in the accompanying product supplement.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Selling Agents:
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BofAS and Wells Fargo Securities, LLC ("WFS").
Under our distribution agreement with BofAS, BofAS will purchase the Securities from us as principal at the public offering price indicated on the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Securities to WFS at the public offering price of the Securities less a concession of up to $25.75 per Security. WFS may provide dealers, which may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of up to $20.00 per Security. In addition to the concession allowed to WFA, WFS may pay up to $0.75 per Security to WFA as a distribution expense fee for each Security sold by WFA.
In addition, in respect of certain Securities sold in this offering, BofAS or its affiliates may pay a fee of up to $3.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the Securities at any time up to the Issue Date or during the three-month period following the Issue Date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the Securities that are included in the public offering price of the Securities. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be outside of this period, as any secondary market price offered outside of this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this three-month period. If you hold the Securities through an account at WFS, WFA or any of their affiliates, WFS has advised us that it expects that this increase will also be reflected in the value indicated for the Securities on your brokerage account statement. If you hold your Securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the Securities on your brokerage account statement may be different than if you held your Securities at WFS, WFA or any of their affiliates.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Events of Default
and Acceleration:
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If an Event of Default, as defined in the senior indenture relating to the Securities 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 Securities occurs and is continuing, the amount payable to a holder of the Securities upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption "Terms of the Securities-Maturity Payment Amount" above, calculated as though the date of acceleration were the Final Calculation Day of the Securities; provided that if the closing value of the Lowest Performing Underlying on the date of acceleration is equal to or greater than its Starting Value, then the Maturity Payment Amount will be calculated using a call premium that is prorated to the date of acceleration. In case of a default in the payment of the Securities, whether at their maturity or upon acceleration, the Securities will not bear a default interest rate.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of the Securities, see "U.S. Federal Income Tax Summary."
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CUSIP:
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09711NTL4
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* Subject to change
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Additional Information about BofA Finance, the Guarantor and the Securities
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•
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Product Supplement No. WF-1 dated March 8, 2023:
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•
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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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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Investor Considerations
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Selected Risk Considerations
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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●
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Changes that affect the Indices may adversely affect the value of the Securities and any payments on the Securities.
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We cannot control actions by any of the unaffiliated companies whose securities are included any Index.
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We and our affiliates have no affiliation with any index sponsor and have not independently verified their public disclosure of information.
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The Securities may become linked to the common stock of a company other than the original Underlying Stock Issuer.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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●
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We cannot control actions by the Underlying Stock Issuer.
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We and our affiliates have no affiliation with the Underlying Stock Issuer and have not independently verified any public disclosure of information.
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You have limited anti-dilution protection.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Hypothetical Examples and Returns
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Hypothetical Call Premiums:
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22.000% for the first Call Date, 23.833% for the second Call Date, 25.667% for the third Call Date, 27.500% for the fourth Call Date, 29.333% for the fifth Call Date, 31.167% for the sixth Call Date, 33.000% for the seventh Call Date, 34.833% for the eighth Call Date, 36.667% for the ninth Call Date, 38.500% for the tenth Call Date, 40.333% for the eleventh Call Date, 42.167% for the twelfth Call Date, 44.000% for the thirteenth Call Date, 45.833% for the fourteenth Call Date, 47.667% for the fifteenth Call Date, 49.500% for the sixteenth Call Date, 51.333% for the seventeenth Call Date, 53.167% for the eighteenth Call Date, 55.000% for the nineteenth Call Date, 56.833% for the twentieth Call Date, 58.667% for the twenty-first Call Date, 60.500% for the twenty-second Call Date, 62.333% for the twenty-third Call Date, 64.167% for the twenty-fourth Call Date and 66.000% for the twenty-fifth Call Date (assuming that a Call Premium is equal to the lowest possible Call Premium that will be determined on the Pricing Date)
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Hypothetical Starting Value:
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For each Underlying, 100.00
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Hypothetical Threshold Value:
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For each Underlying, 70.00 (70% of its hypothetical Starting Value)
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Hypothetical Call Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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1st Call Date
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$1,220.00
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22.000%
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2nd Call Date
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$1,238.33
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23.833%
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3rd Call Date
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$1,256.67
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25.667%
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4th Call Date
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$1,275.00
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27.500%
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5th Call Date
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$1,293.33
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29.333%
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6th Call Date
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$1,311.67
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31.167%
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7th Call Date
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$1,330.00
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33.000%
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8th Call Date
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$1,348.33
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34.833%
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9th Call Date
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$1,366.67
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36.667%
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10th Call Date
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$1,385.00
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38.500%
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11th Call Date
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$1,403.33
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40.333%
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12th Call Date
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$1,421.67
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42.167%
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13th Call Date
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$1,440.00
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44.000%
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14th Call Date
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$1,458.33
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45.833%
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15th Call Date
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$1,476.67
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47.667%
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16th Call Date
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$1,495.00
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49.500%
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17th Call Date
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$1,513.33
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51.333%
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18th Call Date
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$1,531.67
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53.167%
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19th Call Date
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$1,550.00
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55.000%
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20th Call Date
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$1,568.33
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56.833%
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21st Call Date
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$1,586.67
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58.667%
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22nd Call Date
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$1,605.00
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60.500%
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23rd Call Date
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$1,623.33
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62.333%
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24th Call Date
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$1,641.67
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64.167%
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25th Call Date
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$1,660.00
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66.000%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Hypothetical Performance Factor of the Lowest Performing Underlying on the Final Calculation Day(1)
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Hypothetical Maturity Payment Amount per Security
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Hypothetical pre-tax total rate of return
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90.00%
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$1,000.00
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0.00%
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80.00%
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$1,000.00
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0.00%
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70.00%
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$1,000.00
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0.00%
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69.00%
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$690.00
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-31.00%
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25.00%
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$250.00
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-75.00%
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0.00%
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$0.00
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-100.00%
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S&P 500® Index
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Nasdaq-100® Technology Sector Index
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Class A Common Stock of Meta Platforms, Inc.
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Hypothetical Starting Value:
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100.00
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100.00
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$100.00
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Hypothetical closing value on first Call Date:
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140.00
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135.00
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$130.00
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Performance Factor on first Call Date (closing value on first Call Datedivided by Starting Value):
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140.00%
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135.00%
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130.00%
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S&P 500® Index
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Nasdaq-100® Technology Sector Index
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Class A Common Stock of Meta Platforms, Inc.
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Hypothetical Starting Value:
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100.00
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100.00
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$100.00
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Hypothetical closing values on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Various (all above Starting Value)
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Various (all below Starting Value)
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Hypothetical closing value on Final Calculation Day (i.e., the Ending Value):
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110.00
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107.00
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$102.00
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Performance Factor on Final Calculation Day (Ending Value divided by Starting Value):
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110.00%
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107.00%
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102.00%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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S&P 500® Index
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Nasdaq-100® Technology Sector Index
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Class A Common Stock of Meta Platforms, Inc.
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Hypothetical Starting Value:
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100.00
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100.00
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$100.00
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Hypothetical closing values on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Various (all below Starting Value)
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Various (all below Starting Value)
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Hypothetical Ending Value:
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115.00
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110.00
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$85.00
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Hypothetical Threshold Value:
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70.00
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70.00
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$70.00
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Performance Factor on Final Calculation Day (Ending Valuedivided by Starting Value):
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115.00%
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110.00%
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85.00%
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S&P 500® Index
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Nasdaq-100® Technology Sector Index
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Class A Common Stock of Meta Platforms, Inc.
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Hypothetical Starting Value:
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100.00
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100.00
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$100.00
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Hypothetical closing values on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Value)
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Various (all above Starting Value)
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Various (all above Starting Value)
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Hypothetical Ending Value:
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45.00
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110.00
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$120.00
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Hypothetical Threshold Value:
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70.00
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70.00
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$70.00
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Performance Factor on Final Calculation Day (Ending Valuedivided by Starting Value):
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45.00%
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110.00%
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120.00%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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All disclosures contained in this pricing supplement regarding the Indices, including, without limitation, their make-up, method of calculation, and changes in their components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, each of Nasdaq, Inc., the sponsor of the NDXT, and S&P Dow Jones Indices LLC ("SPDJI"), the sponsor of the SPX. We refer to Nasdaq, Inc. and SPDJI as the "Underlying Sponsors". The Underlying Sponsors, which license the copyright and all other rights to the respective Underlyings, have no obligation to continue to publish, and may discontinue publication of, the Underlyings. The consequences of either Underlying Sponsor discontinuing publication of the applicable Underlying are discussed in "General Terms of the Securities - Discontinuance of an Index" in the accompanying product supplement. None of us, the Guarantor, the calculation agent, or BofAS accepts any responsibility for the calculation, maintenance or publication of any Index or any successor index.
All disclosures contained in this pricing supplement regarding the Underlying Stock and the Underlying Stock Issuer have been derived from publicly available sources. Because the Underlying Stock is registered under the Securities Exchange Act of 1934, as amended, the Underlying Stock Issuer is required to periodically file certain financial and other information specified by the Securities and Exchange Commission (SEC). Information provided to or filed with the SEC by the Underlying Stock Issuer can be located through the SEC's website at sec.gov by reference to the CIK number set forth below. This document relates only to the offering of the Securities and does not relate to any offering of Underlying Stock or any other securities of the Underlying Stock Issuer. None of us, the Guarantor, BofAS or any of our other affiliates has made any due diligence inquiry with respect to the Underlying Stock Issuer in connection with the offering of the Securities. None of us, the Guarantor, BofAS or any of our other affiliates has independently verified the accuracy or completeness of the publicly available documents or any other publicly available information regarding the Underlying Stock Issuer and hence makes no representation regarding the same. Furthermore, there can be no assurance that all events occurring prior to the date of this document, including events that would affect the accuracy or completeness of these publicly available documents that could affect the trading price of the Underlying Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Stock Issue could affect the price of the Underlying Stock and therefore could affect your return on the Securities. The selection of the Underlying Stock is not a recommendation to buy or sell the Underlying Stock.
None of us, the Guarantor, BofAS or any of our other affiliates makes any representation to you as to the future performance of the Underlyings. You should make your own investigation into the Underlyings.
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The S&P 500® Index
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
|
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
|
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
|
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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The Nasdaq-100® Technology Sector Index
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);
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the security must be of a non-financial company;
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.;
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the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NDX;
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
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the issuer of the security must have "seasoned" on NASDAQ, the New York Stock Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it has been listed on a market for at least three full months (excluding the first month of initial listing).
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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the security must be of a non-financial company;
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S. (measured annually during the ranking review process);
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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●
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the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month; and
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●
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
|
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
|
|
Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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The Class A Common Stock of Meta Platforms, Inc.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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Structuring the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Nasdaq-100® Technology Sector Index and the Class A Common Stock of Meta Platforms, Inc. due November 27, 2028
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U.S. Federal Income Tax Summary
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•
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
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•
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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 Securities for all tax purposes as single financial contracts with respect to the Underlyings. In the opinion of Sidley Austin LLP, our tax counsel, the U.S. federal income tax characterization and treatment of the Securities described herein is a reasonable interpretation of current law.
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•
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Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined on page 71 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the Securities. This capital gain or loss generally will be long-term capital gain or loss if you held the Securities for more than one year.
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•
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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 accompanying product supplement), if any, will not apply to Securities that are issued as of the date of this pricing supplement unless such Securities are "delta-one" instruments. Based on our determination that the Securities are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Securities.
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Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals' gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the Securities are likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in the Securities.
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