03/02/2026 | Press release | Distributed by Public on 03/02/2026 13:31
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-290665 and 333-290665-01
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 March 2, 2026 (To Prospectus dated December 8, 2025, Series A Prospectus Supplement dated December 8, 2025 and Product Supplement No. WF-1 dated December 8, 2025) |
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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-Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027 |
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nLinked to Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF (each referred to as an "Underlying") nUnlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity. The Maturity Payment Amount will depend on the performance of the Lowest Performing Underlying. The Lowest Performing Underlying is the Underlying that has the lowest Fund Closing Price on the Calculation Day as a percentage of its Starting Value nMaturity Payment Amount. You will receive a Maturity Payment Amount that may be greater than or less than the principal amount of the Securities, depending on the performance of the Lowest Performing Underlying from its Starting Value to its Ending Value. The Maturity Payment Amount will reflect the following terms: n If the value of the Lowest Performing Underlying increases, remains flat or decreases, but the decrease is not more than 25%, you will receive the principal amount plus a Contingent Fixed Return of at least 16.80% of the principal amount (to be determined on the Pricing Date) n If the value of the Lowest Performing Underlying decreases by more than 25%, 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 25%, and possibly all, of the principal amount of your Securities nInvestors may lose a significant portion, or all, of the principal amount nYour return on the Securities will depend solely on the performance of the Lowest Performing Underlying. You will not benefit in any way from the performance of the better performing Underlying. Therefore, you will be adversely affected if either Underlying performs poorly, even if the other Underlying performs favorably nThe positive return on the Securities at maturity will be limited to the Contingent Fixed Return, even if the Ending Value of the Lowest Performing Underlying significantly exceeds its Starting Value. You will not have the opportunity to participate in any appreciation of either Underlying beyond the Contingent Fixed Return nAll 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 nNo periodic interest payments or dividends nSecurities will not be listed on any securities exchange |
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The initial estimated value of the Securities as of the Pricing Date is expected to be between $929.25 and $979.25 per Security, which is less than the public offering price listed below. The actual value of your Securities at any time will reflect many factors and cannot be predicted with accuracy. See "Selected Risk Considerations" beginning on page PS-8 of this pricing supplement and "Structuring the Securities" on page PS-23 of this pricing supplement for additional information.
The Securities have complex features and investing in the Securities involves risks not associated with an investment in conventional debt securities. Potential purchasers of the Securities should consider the information in "Selected Risk Considerations" beginning on page PS-8 herein and "Risk Factors" beginning on page PS-6 of the accompanying product supplement, page S-7 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of these Securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public offering price |
Underwriting Discount(1)(2) |
Proceeds, before expenses, to BofA Finance |
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Per Security |
$1,000.00 |
$10.75 |
$989.25 |
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Total |
(1) Wells Fargo Securities, LLC and BofA Securities, Inc. are the selling agents for the distribution of the Securities and are acting as principal. See "Terms of the Securities-Selling Agents" in this pricing supplement for further information.
(2) In addition, in respect of certain Securities sold in this offering, BofA Securities, Inc. or one of its affiliates may pay a fee of up to $2.00 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.
Wells Fargo Securities
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Terms of the Securities
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Issuer: |
BofA Finance LLC |
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Guarantor: |
BAC |
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Underlyings: |
The State Street® SPDR® S&P® Biotech ETF (Bloomberg symbol: "XBI") and the State Street® Technology Select Sector SPDR® ETF (Bloomberg symbol: "XLK"). |
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Pricing Date*: |
March 3, 2026. |
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Issue Date*: |
March 6, 2026. |
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Maturity Date*: |
April 5, 2027, 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: |
$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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Contingent Fixed Return: |
At least 16.80% of the principal amount (or at least $168.00 per Security), to be determined on the Pricing Date. |
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Maturity Payment Amount: |
On the Maturity Date, you will be entitled to receive 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 is greater than or equal to its Threshold Value: $1,000 + the Contingent Fixed Return; |
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• if the Ending Value of the Lowest Performing Underlying is less than its Threshold Value: $1,000 + ($1,000 × Underlying Return of the Lowest Performing Underlying) |
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If the Ending Value of the Lowest Performing Underlying is less than its Threshold Value, you will have full downside exposure to the decrease in the value of the Underlying from its Starting Value, and will lose more than 25%, and possibly all, of the principal amount of your Securities at maturity. |
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Lowest Performing Underlying: |
The "Lowest Performing Underlying" will be the Underlying with the lowest Performance Factor. |
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Performance Factor: |
With respect to an Underlying, its Ending Value divided by its Starting Value (expressed as a percentage). |
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Calculation Day*: |
March 31, 2027, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions." |
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Fund Closing Price: |
With respect to each Underlying, Fund Closing Price has the meaning set forth under "General Terms of the Securities-Certain Terms for Securities Linked to a Fund-Certain Definitions" in the accompanying product supplement. |
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Starting Value: |
With respect to the State Street® SPDR® S&P® Biotech ETF: $ , its Fund Closing Price on the Pricing Date. With respect to the State Street® Technology Select Sector SPDR® ETF: $ , its Fund Closing Price on the Pricing Date. |
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Ending Value: |
With respect to each Underlying, its Fund Closing Price on the Calculation Day. |
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Threshold Value: |
With respect to the State Street® SPDR® S&P® Biotech ETF: $ , which is equal to 75% of its Starting Value. With respect to the State Street® Technology Select Sector SPDR® ETF: $ , which is equal to 75% of its Starting Value. |
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PS-2
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
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Underlying Return: |
With respect to each Underlying, the percentage change from the Starting Value to the Ending Value, measured as follows: Ending Value - Starting Value Starting Value |
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Market Disruption Events and Postponement Provisions: |
The 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 Calculation Day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the Calculation Day 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, the Calculation Day is a "calculation day" and 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 a Fund-Market Disruption Events" in the accompanying product supplement. |
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Calculation Agent: |
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance. |
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Selling Agents: |
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 $10.75 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 $5.00 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 $2.00 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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Events of Default and Acceleration: |
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" on page 51 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 Maturity Date of the Securities and as though the Calculation Day were the third trading day prior 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: |
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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PS-3
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
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CUSIP: |
09711KWC6 |
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* |
Subject to change |
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PS-4
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
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Additional Information about BofA Finance, the Guarantor and the Securities |
The terms and risks of the Securities are contained in this pricing supplement and in the following related product supplement, prospectus supplement and prospectus. Information included in this pricing supplement supersedes information in the product supplement, prospectus supplement and prospectus to the extent that it is different from that information. These documents can be accessed at the following links:
•Product Supplement No. WF-1 dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525311329/d51848d424b2.htm
•Series A MTN prospectus supplement dated December 8, 2025 and prospectus dated December 8, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525310920/d51586d424b3.htm
These documents have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website at www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you invest, you should read this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for information about us, BAC and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. Certain terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement or prospectus supplement. Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us," "our," or similar references are to BofA Finance, and not to BAC.
The Securities are our senior debt securities. Any payments on the Securities are fully and unconditionally guaranteed by BAC. The Securities and the related guarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral. The Securities will rank equally in right of payment with all of our other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law. The related guarantee will rank equally in right of payment with all of BAC's other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and senior to its subordinated obligations. Any payments due on the Securities, including any repayment of the principal amount, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
PS-5
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Investor Considerations
The Securities are not appropriate for all investors. The Securities may be an appropriate investment for investors who:
¡seek a Contingent Fixed Return at maturity of at least 16.80% (to be determined on the Pricing Date) of the principal amount if the Ending Value of the Lowest Performing Underlying is greater than or equal to its Threshold Value;
¡are willing to accept the risk that, if the Ending Value of the Lowest Performing Underlying is less than its Threshold Value, they will be fully exposed to the decrease in the value of the Lowest Performing Underlying and will lose more than 25%, and possibly all, of the principal amount per Security at maturity;
¡understand that if the Ending Value of the Lowest Performing Underlying is greater than or equal to its Threshold Value, the return you will receive at maturity will be limited to the Contingent Fixed Return, regardless of whether, and the extent to which, the Ending Value of the Lowest Performing Underlying exceeds its Starting Value;
¡understand that the return on the Securities will depend solely on the performance of the Lowest Performing Underlying and that they will not benefit in any way from the performance of the better performing Underlying;
¡understand that the Securities are riskier than alternative investments linked to only one of the Underlyings or linked to a basket composed of each Underlying;
¡understand and are willing to accept the full downside risks of each Underlying;
¡are willing to forgo interest payments on the Securities and dividends on the shares of the Underlyings or the securities held by or included in the Underlyings, as applicable; and
¡are willing to hold the Securities until maturity.
The Securities may not be an appropriate investment for investors who:
¡seek a liquid investment or are unable or unwilling to hold the Securities to maturity;
¡require full payment of the principal amount of the Securities at maturity;
¡are unwilling to accept the risk that, if the Ending Value of the Lowest Performing Underlying is less than its Threshold Value, they will lose more than 25%, and possibly all, of the principal amount per Security at maturity;
¡seek an investment that provides for full exposure to the upside performance of the Lowest Performing Underlying above the Contingent Fixed Return;
¡are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the public offering price and that may be as low as the lower estimated value set forth on the cover page;
¡seek current income;
¡are unwilling to accept the risk of exposure to the Underlyings;
¡seek exposure to a basket composed of each Underlying or a similar investment in which the overall return is based on a blend of the performances of the Underlyings, rather than solely on the Lowest Performing Underlying;
¡seek exposure to the Underlyings but are unwilling to accept the risk/return trade-offs inherent in the Maturity Payment Amount for the Securities;
¡are unwilling to accept the credit risk of BofA Finance, as issuer, and BAC, as guarantor, to obtain exposure to the Underlyings generally, or to obtain exposure to the Underlyings that the Securities provide specifically; or
¡prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
The considerations identified above are not exhaustive. Whether or not the Securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the Securities in light of your particular circumstances. You should also review carefully "Selected Risk Considerations" herein and "Risk Factors" in each of the accompanying product supplement, prospectus supplement and prospectus for risks related to an investment in the Securities. For more information about the Underlyings, please see the sections titled "The State Street® SPDR® S&P® Biotech ETF" and "The State Street® Technology Select Sector SPDR® ETF" below.
PS-6
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
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The Maturity Payment Amount |
On the Maturity Date, you will receive a cash payment per Security (the Maturity Payment Amount) calculated as follows:
PS-7
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Selected Risk Considerations
The Securities have complex features and investing in the Securities will involve risks not associated with an investment in conventional debt securities. Your decision to purchase the Securities should be made only after carefully considering the risks of an investment in the Securities, including those discussed below, with your advisors in light of your particular circumstances. The Securities are not an appropriate investment for you if you are not knowledgeable about significant elements of the Securities or financial matters in general. You should carefully review the more detailed explanation of risks relating to the Securities in the "Risk Factors" sections beginning on page PS-6 of the accompanying product supplement, page S-7 of the accompanying prospectus supplement and page 7 of the accompanying prospectus.
Structure-related Risks
Your investment may result in a loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on the Securities at maturity. If the Ending Value of the Lowest Performing Underlying is less than its Threshold Value, at maturity, you will lose 1% of the principal amount for each 1% that the Ending Value of the Lowest Performing Underlying is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Securities.
The Securities do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the Securities, regardless of the extent to which the Ending Value of either Underlying exceeds its Starting Value or Threshold Value, as applicable.
Your return will be limited to the Contingent Fixed Return. The positive return on the Securities will be limited to the Contingent Fixed Return, and you will not participate in any appreciation of the Underlyings beyond the Contingent Fixed Return, which may be significant. Accordingly, the return on the Securities may be less than the return in a direct investment in the Underlyings or in the securities held by or included in the Underlyings, as applicable.
The Maturity Payment Amount will not reflect the values of the Underlyings other than on the Calculation Day. The values of the Underlyings during the term of the Securities other than on the Calculation Day will not affect payments on the Securities. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlyings while holding the Securities, as the performance of the Underlyings may influence the market value of the Securities. The calculation agent will calculate the Maturity Payment Amount by comparing only the Starting Value or Threshold Value, as applicable, to the Ending Value of the Lowest Performing Underlying. No other values of the Underlyings will be taken into account. As a result, if the Ending Value of the Lowest Performing Underlying is less than its Threshold Value, you will receive less than the principal amount at maturity even if the value of each Underlying was always above its Threshold Value prior to the Calculation Day.
Because the Securities are linked to the lowest performing (and not the average performance) of the Underlyings, you may not receive any return on the Securities and may lose a significant portion or all of your principal amount even if the Ending Value of one Underlying is greater than or equal to its Starting Value or Threshold Value. Your Securities are linked to the lowest performing of the Underlyings, and a change in the value of one Underlying may not correlate with changes in the value of the other Underlying. The Securities are not linked to a basket composed of the Underlyings, where the depreciation in the value of one Underlying could be offset to some extent by the appreciation in the value of the other Underlying. In the case of the Securities, the individual performance of each Underlying would not be combined, and the depreciation in the value of one Underlying would not be offset by any appreciation in the value of the other Underlying. In addition, even if the Ending Value of an Underlying is at or above its Threshold Value, you will lose a significant portion or all of your principal if the Ending Value of the Lowest Performing Underlying is below its Threshold Value.
Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the Securities 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 Securities may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money.
The Maturity Date may be postponed if the Calculation Day is postponed. The Calculation Day with respect to an Underlying will be postponed if the applicable originally scheduled Calculation Day is not a trading day with respect to either Underlying or if the calculation agent determines that a market disruption event has occurred or is continuing with respect to that Underlying on the Calculation Day. If such a postponement occurs with respect to the Calculation Day, the Maturity Date will be the later of (i) the initial Maturity Date and (ii) three business days after the Calculation Day as postponed.
Any payment on the Securities is subject to our credit risk and the credit risk of the Guarantor, and actual or perceived changes in our or the Guarantor's creditworthiness are expected to affect the value of, or any amounts payable on, the Securities. The Securities are our unsecured senior debt securities. Any payment on the Securities will be fully and unconditionally guaranteed by the Guarantor. The Securities are not guaranteed by any entity other than the Guarantor. As a result, your receipt of the Maturity Payment Amount will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Securities on the Maturity Date, regardless of the Ending Value of the Lowest Performing Underlying as compared to its Starting Value or Threshold Value, as applicable. 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 Securities. 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 Securities.
PS-8
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
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 of your Securities may adversely affect the market value of the Securities. However, because your return on the Securities depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the values of the Underlyings, an improvement in our or the Guarantor's credit ratings will not reduce the other investment risks related to the Securities.
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 payment of our obligations under 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 Securities in the ordinary course. Therefore, our ability to make payments on the Securities may be limited.
Valuation- and Market-related Risks
The public offering price you pay for the Securities will exceed their initial estimated value. The range of initial estimated values of the Securities that is provided on the cover page of this preliminary pricing supplement, and the initial estimated value as of the Pricing Date that will be provided in the final pricing supplement, are each estimates 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 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 Securities. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the Securities 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 Underlyings, changes in the Guarantor's internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging related charges, all as further described in "Structuring the Securities" below. These factors, together with various credit, market and economic factors over the term of the Securities, are expected to reduce the price at which you may be able to sell the Securities in any secondary market and will affect the value of the Securities 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 or WFS or its affiliates would be willing to purchase your Securities in any secondary market (if any exists) at any time. The value of your Securities at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlyings, our and BAC's creditworthiness and changes in market conditions.
We cannot assure you that a trading market for your Securities will ever develop or be maintained. We will not list the Securities on any securities exchange. We cannot predict how the Securities will trade in any secondary market or whether that market will be liquid or illiquid.
The Securities are not designed to be short-term trading instruments, and if you attempt to sell the Securities prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount. The following factors are expected to affect the value of the Securities: prices of the Underlyings at such time; volatility of the Underlyings; economic and other conditions generally; interest rates; dividend yields; exchange rate movements and volatility; our and the Guarantor's financial condition and creditworthiness; and time to maturity.
Conflict-related Risks
Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, and WFS and its affiliates, may create conflicts of interest with you and may adversely affect your return on the Securities and their market value. We, the Guarantor or one or more of our other affiliates, including BofAS, and WFS and its affiliates, may buy or sell shares of the Underlyings or the securities held by or included in any of the Underlyings, as applicable, or futures or options contracts on the Underlyings or those securities, or other listed or over-the-counter derivative instruments linked to the Underlyings or those securities. While we, the Guarantor or one or more of our other affiliates, including BofAS, and WFS and its affiliates, may from time to time own shares of the Underlyings or the securities held by or included in the Underlyings, as applicable, except to the extent that BAC's or Wells Fargo & Company's (the parent company of WFS) common stock may be included in the Underlyings, as applicable, we, the Guarantor and our other affiliates, including BofAS, and WFS and its affiliates, do not control any company included in the Underlyings, and have not verified any disclosure made by any other company. We, the Guarantor or one or more of our other affiliates, including BofAS, or WFS and its affiliates, 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 Securities. These transactions may present a conflict of interest between your interest in the Securities and the interests we, the Guarantor and our other affiliates, including BofAS, and WFS and its affiliates, 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 Underlyings in a manner that could be adverse to your investment in the Securities. On or before the Pricing Date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on its behalf, and WFS and its affiliates (including for the purpose of hedging some or all of our anticipated exposure in connection with the
PS-9
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Securities), may adversely affect the prices of the Underlyings. Consequently, the prices of the Underlyings may change subsequent to the Pricing Date, which may adversely affect the market value of the Securities.
We, the Guarantor or one or more of our other affiliates, including BofAS, and WFS and its affiliates, also expect to engage in hedging activities that could adversely affect the prices of the Underlyings on the Pricing Date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your Securities prior to maturity, and may adversely affect the amounts to be paid on the Securities. We, the Guarantor or one or more of our other affiliates, including BofAS, and WFS and its affiliates, may purchase or otherwise acquire a long or short position in the Securities, the Underlyings or the securities represented by the Underlyings and may hold or resell the Securities, the Underlyings or the securities represented by the Underlyings. 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 Underlyings, the market value of your Securities prior to maturity or the amounts payable, if any, on the Securities.
If WFS, BofAS or an affiliate of either selling agent participating as a dealer in the distribution of the Securities conducts hedging activities for us in connection with the Securities, such selling agent or participating dealer will expect to realize a projected profit from such hedging activities, and this projected profit will be in addition to any discount, concession or fee received in connection with the sale of the Securities to you. This additional projected profit may create a further incentive for the selling agents or participating dealers to sell the Securities to you.
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Securities and, as such, will make a variety of determinations relating to the Securities, including the amounts that will be paid on the Securities. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
Underlying-related Risks
Any payments on the Securities and whether the Securities are automatically called will depend upon the performance of the Underlyings, and therefore the Securities are subject to the following risks, each as discussed in more detail in the accompanying product supplement.
●Changes that affect an Underlying or its respective fund underlying index may adversely affect the value of the Securities and any payments on the Securities.
●We cannot control actions by any of the unaffiliated companies whose securities are included in an Underlying or its respective fund underlying index.
●We and our affiliates have no affiliation with any fund sponsor or fund underlying index sponsor and have not independently verified its public disclosure of information.
●Risks associated with an applicable fund underlying index will affect the value of that Underlying and hence the value of the Securities.
●There are risks associated with funds.
Adverse conditions in the biotechnology sector may reduce your return on the Securities. All of the stocks held by the XBI are issued by companies whose primary lines of business are directly associated with the biotechnology sector. The profitability of these companies is largely dependent on, among other things, demand for the companies' products, regulatory influences on the biotechnology market (including healthcare reform and receipt of regulatory approvals and compliance with complex regulatory requirements), pricing and reimbursement from third party payors, continued innovation and successful development of new products, talent attraction and retention, maintaining intellectual property rights and industry competition. Any adverse developments affecting the biotechnology sector could adversely affect the price of the XBI and, in turn, the value of the Securities.
The stocks held by the XBI are concentrated in one sector. The XBI holds securities issued by companies in the biotechnology sector. As a result, some of the stocks that will determine the performance of the Securities are concentrated in one sector. Although an investment in the Securities will not give holders any ownership or other direct interests in the securities held by the XBI, the return on an investment in the Securities will be subject to certain risks associated with a direct equity investment in companies in this sector. Accordingly, by investing in the Securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
Adverse conditions in the technology sector may reduce your return on the Securities. All of the stocks held by the XLK are issued by companies in the technology sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the XLK's investments. The prices
PS-10
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. Any of these factors may have an adverse effect on the return on the Securities. Accordingly, by investing in the Securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
The stocks held by the XLK are concentrated in one sector. The XLK holds securities issued by companies in the technology sector. As a result, some of the stocks that will determine the performance of the Securities are concentrated in one sector. Although an investment in the Securities will not give holders any ownership or other direct interests in the securities held by the XLK, the return on an investment in the Securities will be subject to certain risks associated with a direct equity investment in companies in this sector. Accordingly, by investing in the Securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
The performance of an Underlying may not correlate with the performance of its underlying index as well as the net asset value per share or unit of the Underlying, especially during periods of market volatility. The performance of an Underlying and that of its underlying index generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of an Underlying may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its underlying index. This could be due to, for example, the Underlying not holding all or substantially all of the underlying assets included in its underlying index and/or holding assets that are not included in its underlying index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the Underlying, differences in trading hours between the Underlying (or the underlying assets held by the Underlying) and its underlying index, or other circumstances. This variation in performance is called the "tracking error," and, at times, the tracking error may be significant. In addition, because the shares or units of each Underlying are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share or unit of an Underlying may differ from its net asset value per share or unit; shares or units of the Underlying may trade at, above, or below its net asset value per share or unit. During periods of market volatility, securities held by an Underlying may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share or unit of the Underlying and the liquidity of the Underlying may be adversely affected. Market volatility may also disrupt the ability of market participants to trade shares or units of the Underlying. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares or units of the Underlying. As a result, under these circumstances, the market value of shares or units of the Underlying may vary substantially from the net asset value per share or unit of the Underlying.
The anti-dilution adjustments will be limited. The calculation agent may adjust the Price Multiplier of an Underlying and other terms of the Securities to reflect certain actions by an Underlying, as described in the section "Description of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to ETFs" in the accompanying product supplement. The calculation agent will not be required to make an adjustment for every event that may affect an Underlying and will have broad discretion to determine whether and to what extent an adjustment is required.
The publisher or the sponsor or investment advisor of an Underlying may adjust that Underlying in a way that affects its prices, and the publisher or the sponsor or investment advisor has no obligation to consider your interests. The publisher or the sponsor or investment advisor of an Underlying can add, delete, or substitute the components included in that Underlying or make other methodological changes that could change its price. Any of these actions could adversely affect the value of your Securities.
Tax-related Risks
The U.S. federal income and estate tax consequences of the Securities are uncertain, and may be adverse to a holder of the Securities. See "U.S. Federal Income Tax Summary" below and "U.S. Federal Income Tax Summary" beginning on page PS-45 of the accompanying product supplement.
PS-11
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Hypothetical Examples and Returns
The hypothetical payout profile, hypothetical returns and hypothetical examples below illustrate hypothetical payments at maturity for a $1,000 principal amount security on a hypothetical offering of Securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual Starting Value or Threshold Value of either Underlying. The hypothetical Starting Value of 100.00 for each Underlying has been chosen for illustrative purposes only and does not represent the actual Starting Value of either Underlying. The actual Starting Value and Threshold Value for each Underlying will be determined on the Pricing Date and will be set forth under "Terms of the Securities" above. For historical data regarding the actual Fund Closing Prices of the Underlyings, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the Securities for $1,000 per Security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual amount you receive at maturity and the resulting pre-tax total rate of return will depend on the actual terms of the Securities.
|
Hypothetical Contingent Fixed Return: |
16.80% of the principal amount (the lowest possible Contingent Fixed Return that may be determined on the Pricing Date) |
|
Hypothetical Starting Value: |
For each Underlying, $100.00 |
|
Hypothetical Threshold Value: |
For each Underlying, $75.00 (75% of its hypothetical Starting Value) |
Hypothetical Payout Profile
PS-12
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Hypothetical Returns
|
Hypothetical Ending Value of the Lowest Performing Underlying (1) |
Hypothetical Underlying Return of the Lowest Performing Underlying |
Hypothetical Maturity Payment Amount per Security |
Hypothetical pre-tax total rate of return |
|
$200.00 |
100.00% |
$1,168.00 |
16.80% |
|
$150.00 |
50.00% |
$1,168.00 |
16.80% |
|
$140.00 |
40.00% |
$1,168.00 |
16.80% |
|
$130.00 |
30.00% |
$1,168.00 |
16.80% |
|
$120.00 |
20.00% |
$1,168.00 |
16.80% |
|
$116.80 |
16.80% |
$1,168.00 |
16.80% |
|
$110.00 |
10.00% |
$1,168.00 |
16.80% |
|
$105.00 |
5.00% |
$1,168.00 |
16.80% |
|
$100.00 |
0.00% |
$1,168.00 |
16.80% |
|
$90.00 |
-10.00% |
$1,168.00 |
16.80% |
|
$80.00 |
-20.00% |
$1,168.00 |
16.80% |
|
$70.00 |
-30.00% |
$1,168.00 |
16.80% |
|
$75.00 |
-25.00% |
$1,168.00 |
16.80% |
|
$74.00 |
-26.00% |
$740.00 |
-26.00% |
|
$50.00 |
-50.00% |
$500.00 |
-50.00% |
|
$25.00 |
-75.00% |
$250.00 |
-75.00% |
|
$0.00 |
-100.00% |
$0.00 |
-100.00% |
Hypothetical Examples of Payment at Maturity
Example 1. The Ending Value of the Lowest Performing Underlying is greater than its Starting Value and the Maturity Payment Amount is greater than the principal amount of your Securities and reflects a return that is equal to the Contingent Fixed Return, which is less than the percentage increase in the Fund Closing Price of the Lowest Performing Underlying from its Hypothetical Starting Value to its Hypothetical Ending Value:
|
State Street® SPDR® S&P® Biotech ETF |
State Street® Technology Select Sector SPDR® ETF |
|
|
Hypothetical Starting Value: |
$100.00 |
$100.00 |
|
Hypothetical Ending Value: |
$130.00 |
$150.00 |
|
Hypothetical Threshold Value: |
$75.00, which is 75% of the hypothetical Starting Value |
$75.00, which is 75% of the hypothetical Starting Value |
|
Performance Factor (Ending Valuedivided by Starting Value): |
130.00% |
150.00% |
Step 1: Determine which Underlying is the Lowest Performing Underlying.
In this example, the State Street® SPDR® S&P® Biotech ETF has the lowest Performance Factor and is, therefore, the Lowest Performing Underlying.
Step 2: Determine the Maturity Payment Amount based on the Ending Value of the Lowest Performing Underlying.
Because the hypothetical Ending Value of the Lowest Performing Underlying is greater than its hypothetical Threshold Value, the Maturity Payment Amount per Security would be equal to:
$1,000 + the Contingent Fixed Return
$1,000 + $168.00
= $1,168.00
Even though the Lowest Performing Underlying appreciated by 30.00% from its Starting Value to its Ending Value in this example, your return is limited to the Contingent Fixed Return of 16.80% of the principal amount.
On the Maturity Date, you would receive $1,168.00 per Security.
PS-13
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Example 2. The Ending Value of the Lowest Performing Underlying is greater than its Starting Value and the Maturity Payment Amount is greater than the principal amount of your Securities and reflects a return that is equal to the Contingent Fixed Return, which is greater than the percentage increase in the Fund Closing Price of the Lowest Performing Underlying from its Hypothetical Starting Value to its Hypothetical Ending Value:
|
State Street® SPDR® S&P® Biotech ETF |
State Street® Technology Select Sector SPDR® ETF |
|
|
Hypothetical Starting Value: |
$100.00 |
$100.00 |
|
Hypothetical Ending Value: |
$110.00 |
$190.00 |
|
Hypothetical Threshold Value: |
$75.00, which is 75% of the hypothetical Starting Value |
$75.00, which is 75% of the hypothetical Starting Value |
|
Performance Factor (Ending Valuedivided by Starting Value): |
110.00% |
190.00% |
Step 1: Determine which Underlying is the Lowest Performing Underlying.
In this example, the State Street® SPDR® S&P® Biotech ETF has the lowest Performance Factor and is, therefore, the Lowest Performing Underlying.
Step 2: Determine the Maturity Payment Amount based on the Ending Value of the Lowest Performing Underlying.
Because the hypothetical Ending Value of the Lowest Performing Underlying is greater than its hypothetical Threshold Value, the Maturity Payment Amount per Security would be equal to:
$1,000 + the Contingent Fixed Return
$1,000 + $168.00
= $1,168.00
On the Maturity Date, you would receive $1,168.00 per Security.
Example 3. The Ending Value of the Lowest Performing Underlying is less than its Starting Value but greater than its Threshold Value and the Maturity Payment Amount is greater than the principal amount of your Securities and reflects a return that is equal to the Contingent Fixed Return:
|
State Street® SPDR® S&P® Biotech ETF |
State Street® Technology Select Sector SPDR® ETF |
|
|
Hypothetical Starting Value: |
$100.00 |
$100.00 |
|
Hypothetical Ending Value: |
$95.00 |
$130.00 |
|
Hypothetical Threshold Value: |
$75.00, which is 75% of the hypothetical Starting Value |
$75.00, which is 75% of the hypothetical Starting Value |
|
Performance Factor (Ending Valuedivided by Starting Value): |
95.00% |
130.00% |
Step 1: Determine which Underlying is the Lowest Performing Underlying.
In this example, the State Street® SPDR® S&P® Biotech ETF has the lowest Performance Factor and is, therefore, the Lowest Performing Underlying.
Step 2: Determine the Maturity Payment Amount based on the Ending Value of the Lowest Performing Underlying.
Even though the hypothetical Ending Value of the Lowest Performing Underlying is lower than its Starting Value, because the hypothetical Ending Value of the Lowest Performing Underlying is greater than its hypothetical Threshold Value, the Maturity Payment Amount per Security would be equal to:
$1,000 + the Contingent Fixed Return
$1,000 + $168.00
= $1,168.00
On the Maturity Date, you would receive $1,168.00 per Security.
PS-14
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Example 4. The Ending Value of the Lowest Performing Underlying is less than its Threshold Value and the Maturity Payment Amount is less than the principal amount of your Securities:
|
State Street® SPDR® S&P® Biotech ETF |
State Street® Technology Select Sector SPDR® ETF |
|
|
Hypothetical Starting Value: |
$100.00 |
$100.00 |
|
Hypothetical Ending Value: |
$40.00 |
$130.00 |
|
Hypothetical Threshold Value: |
$75.00, which is 75% of the hypothetical Starting Value |
$75.00, which is 75% of the hypothetical Starting Value |
|
Performance Factor (Ending Valuedivided by Starting Value): |
40.00% |
130.00% |
Step 1: Determine which Underlying is the Lowest Performing Underlying.
In this example, the State Street® SPDR® S&P® Biotech ETF has the lowest Performance Factor and is, therefore, the Lowest Performing Underlying.
Step 2: Determine the Maturity Payment Amount based on the Ending Value of the Lowest Performing Underlying.
Because the hypothetical Ending Value of the Lowest Performing Underlying is less than its hypothetical Starting Value by more than 25%, you would lose a portion of the principal amount of your Securities and would be paid a Maturity Payment Amount equal to:
$1,000 + ($1,000 × Underlying Return of the Lowest Performing Underlying)
$1,000 + ($1,000 × -60.00%)
= $400.00
On the Maturity Date, you would receive $400.00 per Security, resulting in a loss of 60.00%.
PS-15
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
|
All disclosures contained in this pricing supplement regarding the Underlyings, 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, SSGA Funds Management, Inc. ("SSGA"), the investment advisor to each of the XBI and the XLK. We refer to SSGA as the "Investment Advisor". The Investment Advisor which licenses the copyright and all other rights to the respective Underlyings, has no obligation to continue to publish, and may discontinue publication of, an Underlying. The consequences of the Investment Advisor discontinuing publication of any Underlying are discussed in "General Terms of the Securities-Anti-dilution Adjustments Relating to a Fund; Alternate Calculation" 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 Underlying or any successor fund. 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. |
|
The State Street® SPDR® S&P® Biotech ETF |
|
The XBI seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P® Biotechnology Select Industry® Index (the "underlying index"). The underlying index represents the biotechnology sub-industry portion of the Standard & Poor's ("S&P") Total Market Index ("S&P TMI"), an index that measures the performance of the U.S. equity market. The XBI is composed of companies that are in the biotechnology sector. The XBI trades on NYSE Arca under the ticker symbol "XBI."
The XBI utilizes a "replication" investment approach in attempting to track the performance of its underlying index. The XBI typically invests in substantially all of the securities which comprise the underlying index in approximately the same proportions as the underlying index. The XBI will normally invest at least 80% of its total assets in the common stocks that comprise the underlying index.
The shares of the XBI are registered under the Securities Exchange Act of the 1934, as amended. Accordingly, information filed with the SEC relating to the XBI, including its period financial reports, may be found on the SEC website.
The S&P® Biotechnology Select Industry® Index
This underlying index is an equal-weighted index that is designed to measure the performance of the biotechnology sub-industry portion of the S&P TMI. The S&P TMI includes all U.S. common equities listed on the New York Stock Exchange (the "NYSE") (including NYSE Arca), the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market and CBOE exchanges. Each of the component stocks in the underlying index is a constituent company within the biotechnology sub-industry portion of the S&P TMI.
To be eligible for inclusion in the underlying index, companies must be in the S&P TMI and must be included in the relevant Global Industry Classification Standard (GICS) sub-industry. The GICS was developed to establish a global standard for categorizing companies into sectors and industries. In addition to the above, companies must satisfy one of the two following combined size and liquidity criteria:
●float-adjusted market capitalization above US$500 million and float-adjusted liquidity ratio above 90%; or
●float-adjusted market capitalization above US$400 million and float-adjusted liquidity ratio above 150%.
All U.S. companies satisfying these requirements are included in the underlying index. The total number of companies in the underlying index should be at least 35. If there are fewer than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds above are included in order of their float-adjusted market capitalization to reach 35 constituents. Minimum market capitalization requirements may be relaxed to ensure there are at least 22 companies in the underlying index as of each rebalancing effective date.
Eligibility factors include:
●Market Capitalization: Float-adjusted market capitalization should be at least US$400 million for inclusion in the underlying index. Existing index components must have a float-adjusted market capitalization of US$300 million to remain in the underlying index at each rebalancing.
●Liquidity: The liquidity measurement used is a liquidity ratio, defined as dollar value traded over the previous 12-months divided by the float-adjusted market capitalization as of the underlying index rebalancing reference date. Stocks having a float-adjusted market capitalization above US$500 million must have a liquidity ratio greater than 90% to be eligible for addition to the underlying index. Stocks having a float-adjusted market capitalization between US$400 and US$500 million must have a liquidity ratio greater than 150% to be eligible for addition to the underlying index. Existing index constituents must have a liquidity ratio greater than 50% to remain in the underlying index at the quarterly rebalancing. The length of time to evaluate liquidity is reduced to the available trading period for IPOs or spin-offs that do not have 12 months of trading history.
●Takeover Restrictions: At the discretion of S&P, constituents with shareholder ownership restrictions defined in company bylaws may be deemed ineligible for inclusion in the underlying index. Ownership restrictions preventing entities from replicating the index weight of a company may be excluded from the eligible universe or removed from the underlying index.
PS-16
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
●Turnover: S&P believes turnover in index membership should be avoided when possible. At times, a company may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition to the underlying index, not for continued membership. As a result, an index constituent that appears to violate the criteria for addition to the underlying index will not be deleted unless ongoing conditions warrant a change in the composition of the underlying index.
Computation of the XBI
The underlying index is calculated as the underlying index market value divided by the divisor. In an equal-weighted index like the underlying index, the market capitalization of each stock used in the calculation of the index market value is redefined so that each stock has an equal weight in the index on each rebalancing date. The adjusted market capitalization for each stock in the index is calculated as the product of the stock price, the number of shares outstanding, the stock's float factor and the adjustment factor.
A stock's float factor refers to the number of shares outstanding that are available to investors. S&P indices exclude shares closely held by control groups from the underlying index calculation because such shares are not available to investors. For each stock, S&P calculates an Investable Weight Factor (IWF) which is the percentage of total shares outstanding that are included in the underlying index calculation.
The adjustment factor for each stock is assigned at each rebalancing date and is calculated by dividing a specific constant set for the purpose of deriving the adjustment factor (often referred to as modified index shares) by the number of stocks in the underlying index multiplied by the float adjusted market value of such stock on such rebalancing date.
Adjustments are also made to ensure that no stock in the underlying index will have a weight that exceeds the value that can be traded in a single day for a theoretical portfolio of $2 billion. Theoretical portfolio values are reviewed annually and any updates are made at the discretion of the underlying index committee, as defined below. The maximum Basket liquidity weight for each stock in the underlying index will be calculated using the ratio of its three-month median daily value traded to the theoretical portfolio value of $2 billion. Each stock's weight in the underlying index is then compared to its maximum Basket liquidity weight and is set to the lesser of (1) its maximum Basket liquidity weight or (2) its initial equal weight. All excess weight is redistributed across the underlying index to the uncapped stocks. If necessary, a final adjustment is made to ensure that no stock in the underlying index has a weight greater than 4.5%. No further adjustments are made if the latter step would force the weight of those stocks limited to their maximum Basket liquidity weight to exceed that weight. If the underlying index contains exactly 22 stocks as of the rebalancing effective date, the underlying index will be equally weighted without Basket liquidity constraints.
If a company has more than one share class line in the S&P Total Market Index, such company will be represented once by the designated listing (generally the share class with both (i) the highest one-year trading liquidity as defined by median daily value traded and (ii) the largest float-adjusted market capitalization). S&P reviews designated listings on an annual basis and any changes are implemented after the close of the third Friday in September. The last trading day in July is used as the reference date for the liquidity and market capitalization data in such determination. Once a listed share class line is added to the underlying index, it may be retained in the underlying index even though it may appear to violate certain constituent addition criteria. For companies that issue a second publicly traded share class to underlying index share class holders, the newly issued share class line will be considered for inclusion if the event is mandatory and the market capitalization of the distributed class is not considered to be de minimis.
The underlying index is calculated by using the divisor methodology used in all S&P equity indices. The initial divisor was set to have a base value of 1,000 on June 20, 2003. The underlying index level is the underlying index market value divided by the Underlying index divisor. In order to maintain underlying index series continuity, it is also necessary to adjust the divisor at each rebalancing. Therefore, the divisor (after rebalancing) equals the underlying index market value (after rebalancing) divided by the underlying index value before rebalancing. The divisor keeps the underlying index comparable over time and is one manipulation point for adjustments to the underlying index, which we refer to as maintenance of the underlying index.
PS-17
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Historical Information
The following graph sets forth the daily historical performance of the XBI in the period from January 2, 2021 through February 24, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. The horizontal line in the graph represents the XBI's hypothetical Threshold Value of $96.87, which is 75% of the XBI's hypothetical Starting Value of $129.16, which was its Fund Closing Price on February 24, 2026. The actual Starting Value and Threshold Value will be determined on the Pricing Date.
This historical data on the XBI is not necessarily indicative of the future performance of the XBI or what the value of the Securities may be. Any historical upward or downward trend in the price of the XBI during any period set forth above is not an indication that the price of the XBI is more or less likely to increase or decrease at any time over the term of the Securities.
Before investing in the Securities, you should consult publicly available sources for the trading patterns and prices of the XBI.
PS-18
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
|
The State Street® Technology Select Sector SPDR® ETF |
The shares of the XLK are issued by Select Sector SPDR® Trust, a registered investment company. The XLK seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Technology Select Sector Index. The XLK measures the performance of the technology and telecom sector of the U.S. equity market. The XLK is composed of equity securities of companies from technology hardware, storage, and peripherals; software; diversified telecommunication services; communications equipment; semiconductors and semiconductor equipment; internet software and services; IT services; electronic equipment, instruments and components; and wireless telecommunication services. The State Street® Technology Select Sector SPDR® ETF trades on the NYSE Arca under the ticker symbol "XLK."
The shares of the XLK are registered under the Exchange Act. Accordingly, information filed with the SEC relating to the XLK, including its periodic financial reports, may be found on the SEC website.
Investment Approach
The XLK utilizes a "passive" or "indexing" investment approach in attempting to track the performance of the Technology Select Sector Index. The XLK will invest in substantially all of the securities which comprise the Technology Select Sector Index. The XLK will normally invest at least 95% of its total assets in common stocks that comprise the Technology Select Sector Index.
Investment Objective and Strategy
The XLK seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the Technology Select Sector Index. The investment manager of the XLK uses a replication strategy to try to achieve the XLK's investment objective, which means that the XLK generally invests in substantially all of the securities represented in the Technology Select Sector Index in approximately the same proportions as the Technology Select Sector Index. Under normal market conditions, the XLK generally invests at least 95% of its total assets in the securities comprising the Technology Select Sector Index. In certain situations or market conditions, the XLK may temporarily depart from its normal investment policies and strategies provided that the alternative is consistent with the XLK's investment objective and is in the best interest of the XLK. For example, if the XLK is unable to invest directly in a component security or if a derivative investment may provide higher liquidity than other types of investments, it may make larger than normal investments in derivatives to maintain exposure to the Technology Select Sector Index that it tracks. Consequently, under such circumstances, the XLK may invest in a different mix of investments than it would under normal circumstances. The XLK will provide shareholders with at least 60 days' notice prior to any material change in its investment policies. The XLK is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs from an actively managed underlying, which typically seeks to outperform a benchmark index.
Notwithstanding the XLK's investment objective, the return on your Securities will not reflect any dividends paid on shares of the XLK, on the securities purchased by the XLK or on the securities that comprise the Technology Select Sector Index.
The Select Sector Indices
The underlying index of the XLK is part of the Select Sector Indices. The Select Sector Indices are sub-indices of the S&P 500® Index ("SPX"). Each stock in the SPX is allocated to at least one Select Sector Index, and the combined companies of the eleven Select Sector Indices represent all of the companies in the SPX. The industry indices are sub-categories within each Select Sector Index and represent a specific industry segment of the overall Select Sector Index. The eleven Select Sector Indices seek to represent the eleven SPX sectors. The index compilation agent for these indices (the "Index Compilation Agent") determines the composition of the Select Sector Indices based on S&P's sector classification methodology. Sector designations are determined by the index sponsor using criteria it has selected or developed. Index sponsors may use very different standards for determining sector designations. In addition, many companies operate in a number of sectors, but are listed in only one sector and the basis on which that sector is selected may also differ. As a result, sector comparisons between indices with different index sponsors may reflect differences in methodology as well as actual differences in the sector composition of the indices.
Each Select Sector Index was developed and is maintained in accordance with the following criteria:
•Each of the component stocks in a Select Sector Index (the "Component Stocks") is a constituent company of the SPX.
•The eleven Select Sector Indices together will include all of the companies represented in the SPX and each of the stocks in the SPX will be allocated to at least one of the Select Sector Indices.
•The Index Compilation Agent assigns each constituent stock of the SPX to a Select Sector Index. The Index Compilation Agent assigns a company's stock to a particular Select Sector Index based on S&P Dow Jones Indices's sector classification methodology as set forth in its Global Industry Classification Standard.
•Each Select Sector Index is calculated by S&P Dow Jones Indices using a modified "market capitalization" methodology. This design ensures that each of the component stocks within a Select Sector Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of that Select Sector Index.
PS-19
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
For reweighting purposes, each Select Sector Index is rebalanced quarterly after the close of business on the second to last calculation day of March, June, September and December using the following procedures: (1) The rebalancing reference date is two business days prior to the last calculation day of each quarter; and (2) With prices reflected on the rebalancing reference date, and membership, shares outstanding, additional weight factor (capping factor) and investable weight factors (as described in the section "Computation of the S&P 500 Index®" below) as of the rebalancing effective date, each company is weighted using the modified market capitalization methodology. Modifications are made as defined below.
(i)The indices are first evaluated to ensure none of the indices breach the maximum allowable limits defined in rules (ii) and (v) below. If any of the allowable limits are breached, the component stocks are reweighted based on their float-adjusted market capitalization weights.
(ii)If any component stock has a weight greater than 24%, that component stock has its float-adjusted market capitalization weight capped at 23%. The 23% weight cap creates a 2% buffer to ensure that no component stock exceeds 25% as of the quarter-end diversification requirement date.
(iii)All excess weight is equally redistributed to all uncapped component stocks within the relevant Select Sector Index.
(iv)After this redistribution, if the float-adjusted market capitalization weight of any other component stock(s) then breaches 23%, the process is repeated iteratively until no component stock breaches the 23% weight cap.
(v)The sum of the component stocks with weight greater than 4.8% cannot exceed 50% of the total index weight. These caps are set to allow for a buffer below the 5% limit.
(vi)If the rule in step (v) is breached, all the component stocks are ranked in descending order of their float-adjusted market capitalization weights and the first component stock that causes the 50% limit to be breached has its weight reduced to 4.6%.
(vii)This excess weight is equally redistributed to all component stocks with weights below 4.6%. This process is repeated iteratively until step (v) is satisfied.
(viii)Index share amounts are assigned to each component stock to arrive at the weights calculated above. Since index shares are assigned based on prices one business day prior to rebalancing, the actual weight of each component stock at the rebalancing differs somewhat from these weights due to market movements.
(ix)If necessary, the reweighting process may take place more than once prior to the close on the last business day of March, June, September or December to ensure conformity with all diversification requirements.
•Each Select Sector Index is calculated using the same methodology utilized by S&P Dow Jones Indices in calculating the SPX, using a base-weighted aggregate methodology. The daily calculation of each Select Sector Index is computed by dividing the total market value of the companies in the Select Sector Index by a number called the index divisor.
•The Index Compilation Agent at any time may determine that a Component Stock which has been assigned to one Select Sector Index has undergone such a transformation in the composition of its business, and should be removed from that Select Sector Index and assigned to a different Select Sector Index. In the event that the Index Compilation Agent notifies S&P Dow Jones Indices that a Component Stock's Select Sector Index assignment should be changed, S&P Dow Jones Indices will disseminate notice of the change following its standard procedure for announcing index changes and will implement the change in the affected Select Sector Indices on a date no less than one week after the initial dissemination of information on the sector change to the maximum extent practicable. It is not anticipated that Component Stocks will change sectors frequently.
•Component Stocks removed from and added to the SPX will be deleted from and added to the appropriate Select Sector Index on the same schedule used by S&P Dow Jones Indices for additions and deletions from the SPX insofar as practicable.
The S&P 500® Index
The SPX includes a representative sample of 500 companies in leading industries of the U.S. economy. The SPX is intended to provide an indication of the pattern of common stock price movement. The calculation of the level of the SPX is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943.
The SPX includes companies from eleven main groups: Communication Services; Consumer Discretionary; Consumer Staples; Energy; Financials; Health Care; Industrials; Information Technology; Real Estate; Materials; and Utilities. SPDJI, the sponsor of the SPX, may from time to time, in its sole discretion, add companies to, or delete companies from, the SPX to achieve the objectives stated above.
Company additions to the SPX must have an unadjusted company market capitalization of $20.5 billion or more (an increase from the previous requirement of an unadjusted company market capitalization of $18.0 billion or more).
PS-20
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
SPDJI calculates the SPX by reference to the prices of the constituent stocks of the SPX without taking account of the value of dividends paid on those stocks. As a result, the return on the Securities will not reflect the return you would realize if you actually owned the SPX constituent stocks and received the dividends paid on those stocks.
Computation of the SPX
While SPDJI currently employs the following methodology to calculate the SPX, no assurance can be given that SPDJI will not modify or change this methodology in a manner that may affect payments on the Securities.
Historically, the market value of any component stock of the SPX was calculated as the product of the market price per share and the number of then outstanding shares of such component stock. In March 2005, SPDJI began shifting the SPX halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the SPX to full float adjustment on September 16, 2005. SPDJI's criteria for selecting stocks for the SPX did not change with the shift to float adjustment. However, the adjustment affects each company's weight in the SPX.
Under float adjustment, the share counts used in calculating the SPX reflect only those shares that are available to investors, not all of a company's outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners," were removed from the float for purposes of calculating the SPX. Generally, these "control holders" will include officers and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or greater stake in a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds of insurance companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and Canadian exchangeable shares, are normally part of the float unless those shares form a control block. If a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class are treated as a control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares outstanding. Available float shares are defined as the total shares outstanding less shares held by control holders. This calculation is subject to a 5% minimum threshold for control blocks. For example, if a company's officers and directors hold 3% of the company's shares, and no other control group holds 5% of the company's shares, SPDJI would assign that company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company's officers and directors hold 3% of the company's shares and another control group holds 20% of the company's shares, SPDJI would assign an IWF of 0.77, reflecting the fact that 23% of the company's outstanding shares are considered to be held for control. As of July 31, 2017, companies with multiple share class lines are no longer eligible for inclusion in the SPX. Constituents of the SPX prior to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the SPX. If a constituent company of the SPX reorganizes into a multiple share class line structure, that company will remain in the SPX at the discretion of the S&P Index Committee in order to minimize turnover.
The SPX is calculated using a base-weighted aggregate methodology. The level of the SPX reflects the total market value of all component stocks relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in order to make the level easier to work with and track over time. The actual total market value of the component stocks during the base period of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the SPX is computed by dividing the total market value of the component stocks by the "index divisor." By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the SPX, it serves as a link to the original base period level of the SPX. The index divisor keeps the SPX comparable over time and is the manipulation point for all adjustments to the SPX, which is index maintenance.
Index Maintenance
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the SPX, and do not require index divisor adjustments.
To prevent the level of the SPX from changing due to corporate actions, corporate actions which affect the total market value of the SPX require an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the SPX remains constant
PS-21
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
and does not reflect the corporate actions of individual companies in the SPX. Index divisor adjustments are made after the close of trading and after the calculation of the SPX closing level.
Changes in a company's shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions, or exchange offers are made as soon as reasonably possible. Share changes due to mergers or acquisitions of publicly held companies that trade on a major exchange are implemented when the transaction occurs, even if both of the companies are not in the same headline index, and regardless of the size of the change. All other changes of 5.00% or more (due to, for example, company stock repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation units, at-the-market offerings, or other recapitalizations) are made weekly and are announced on Fridays for implementation after the close of trading on the following Friday. Changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced two to five days prior.
If a change in a company's shares outstanding of 5.00% or more causes a company's IWF to change by five percentage points or more, the IWF is updated at the same time as the share change. IWF changes resulting from partial tender offers are considered on a case by case basis.
Historical Information
The following graph sets forth the daily historical performance of the XLK in the period from January 2, 2021 through February 24, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. The horizontal line in the graph represents the XLK's hypothetical Threshold Value of $105.24, which is 75% of the XLK's hypothetical Starting Value of $140.32, which was its Fund Closing Price on February 24, 2026. The actual Starting Value and Threshold Value will be determined on the Pricing Date.
This historical data on the XLK is not necessarily indicative of the future performance of the XLK or what the value of the Securities may be. Any historical upward or downward trend in the price of the XLK during any period set forth above is not an indication that the price of the XLK is more or less likely to increase or decrease at any time over the term of the Securities.
Before investing in the Securities, you should consult publicly available sources for the trading patterns and prices of the XLK.
PS-22
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
Structuring the Securities
The Securities are our debt securities, the return on which is linked to the performance of the Underlyings. The related guarantee is BAC's obligation. Any payments on the Securities, including payment of the Maturity Payment Amount, depend on the credit risk of BofA Finance and BAC and on the performance of the Underlyings. As is the case for all of our and BAC's respective debt securities, including our market-linked securities, the economic terms of the Securities reflect our and BAC's actual or perceived creditworthiness at the time of pricing. In addition, because market-linked securities result in increased operational, funding and liability management costs to us and BAC, BAC typically borrows the funds under these types of securities at a rate, which we refer to in this pricing supplement as BAC's internal funding rate, that is more favorable to BAC than the rate that it might pay for a conventional fixed or floating rate debt security. This generally relatively lower internal funding rate, which is reflected in the economic terms of the Securities, along with the fees and charges associated with market-linked securities, typically results in the initial estimated value of the Securities on the Pricing Date being less than their public offering price.
The initial estimated value range of the Securities is set forth on the cover page of this preliminary pricing supplement. The final pricing supplement will set forth the initial estimated value of the Securities as of the Pricing Date.
In order to meet our payment obligations on the Securities, at the time we issue the Securities, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with BofAS or one of our other affiliates. The terms of these hedging arrangements are determined based upon terms provided by BofAS and its affiliates, and take into account a number of factors, including our and BAC's creditworthiness, interest rate movements, the volatility of the Underlyings, the tenor of the Securities and the hedging arrangements. The economic terms of the Securities and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include hedging related charges, reflecting the costs associated with, and our affiliates' profit earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these hedging transactions may be more or less than any expected amounts.
For further information, see "Selected Risk Considerations" beginning on page PS-8 above and "Use of Proceeds" on page 15 of the accompanying prospectus.
PS-23
Market Linked Securities-Contingent Fixed Return and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the State Street® SPDR® S&P® Biotech ETF and the State Street® Technology Select Sector SPDR® ETF due April 5, 2027
U.S. Federal Income Tax Summary
You should consider the U.S. federal income and estate tax consequences of an investment in the Securities, including the following:
•There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
•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.
•Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined on page 76 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale or exchange 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.
•No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
•In addition, there may exist a risk that an investment in the Securities 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 Securities 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 Securities.
•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.
•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.
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the Securities, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should review carefully the discussion under the section entitled "U.S. Federal Income Tax Summary" beginning on page PS-45 of the accompanying product supplement.
PS-24