09/17/2025 | Press release | Distributed by Public on 09/17/2025 15:22
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718
and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and
Product Supplement EQUITY CYN-2 dated August 21, 2023) |
30,000 Units
$10 principal amount per unit CUSIP No. 09711E811 |
Pricing Date
Settlement Date Maturity Date |
September 15, 2025
September 22, 2025 September 22, 2027 |
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BofA Finance LLC
Autocallable Contingent Coupon Barrier Notes Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index
Fully and Unconditionally Guaranteed by Bank of America Corporation
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A Contingent Coupon Payment of $0.25 per unit (equal to a rate of approximately 10.00% per annum) payable on the applicable Coupon Payment Date if the Observation Value of the Worst-Performing Market Measure, which will be one of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index (each an "Index" and collectively the "Indices"), on the applicable quarterly Coupon Observation Date is greater than or equal to 77.00% of its Starting Value.
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Automatically callable if the Observation Value of the Worst-Performing Market Measure on any quarterly Call Observation Date, beginning approximately three months after the pricing date, is at or above its Starting Value. If the notes are called, you will receive the principal amount of your notes plus the Contingent Coupon Payment otherwise due on the applicable Call Payment Date. No further amounts will be payable following a call.
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If not called, a maturity of approximately two years.
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If not called, at maturity, if the level of the Worst-Performing Market Measure has not decreased by more than 23.00%, a return of principal plus the final Contingent Coupon Payment; otherwise, 1-to-1 downside exposure to decreases in the Worst-Performing Market Measure from its Starting Value, with up to 100.00% of the principal amount at risk.
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The notes are not linked to a basket composed of the Indices. Any depreciation in the level of any Index will not be offset by any appreciation in the level of any other Index.
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All payments are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$10.00
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$300,000.00
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Underwriting discount(1)
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$0.10
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$ 3,000.00
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$0.05
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$ 1,500.00
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Proceeds, before expenses, to BofA Finance
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$9.85
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$295,500.00
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(1)
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The underwriting discount reflects a sales commission of $0.10 per unit and a structuring fee of $0.05 per unit.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September 22, 2027 |
Terms of the Notes
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Issuer:
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BofA Finance LLC ("BofA Finance")
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Guarantor:
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Bank of America Corporation ("BAC")
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately two years, if not called.
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Market Measures:
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The S&P 500® Index (Bloomberg symbol: "SPX"), the Nasdaq-100 Index® (Bloomberg symbol: "NDX") and the Russell 2000® Index (Bloomberg symbol: "RTY"), each a price return index.
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Worst-Performing Market Measure:
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The Index with the lowest Observation Value or Ending Value, as applicable, as compared to its Starting Value, calculated as follows:
With respect to each Index on any Coupon Observation Date or Call Observation Date:
With respect to each Index on the Final Calculation Day:
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Call Feature:
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Autocallable Notes
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Coupon Feature:
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Contingent Coupon Payments
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Barrier:
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Applicable
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Coupon Barrier:
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SPX: 5,093.77 (77% of its Starting Value, rounded to two decimal places)
NDX: 18,706.21 (77% of its Starting Value, rounded to two decimal places)
RTY: 1,851.952 (77% of its Starting Value, rounded to three decimal places)
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Threshold Value:
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SPX: 5,093.77 (77% of its Starting Value, rounded to two decimal places)
NDX: 18,706.21 (77% of its Starting Value, rounded to two decimal places)
RTY: 1,851.952 (77% of its Starting Value, rounded to three decimal places)
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Call Value:
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SPX: 6,615.28 (100% of its Starting Value)
NDX: 24,293.78 (100% of its Starting Value)
RTY: 2,405.133 (100% of its Starting Value)
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Contingent Coupon Payments:
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The notes will pay a Contingent Coupon Payment of $0.25 per unit (equal to a rate of approximately 10.00% per annum) on the applicable Coupon Payment Date if the Observation Value of the Worst-Performing Market Measure on the applicable quarterly Coupon Observation Date is greater than or equal to its Coupon Barrier.
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Call Payment:
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The principal amount plus any Contingent Coupon Payment that may otherwise be due on the applicable Call Payment Date.
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Starting Value:
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SPX: 6,615.28
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Autocallable Contingent Coupon Barrier Notes
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TS-2
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September 22, 2027 |
NDX: 24,293.78
RTY: 2,405.133
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Ending Value:
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With respect to each Index, its closing level on the Final Calculation Day. The scheduled Final Calculation Day is subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-37 of the accompanying product supplement.
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Observation Value:
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With respect to each Index, its closing level on the applicable Coupon Observation Date or Call Observation Date.
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Coupon Observation Dates:
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December 15, 2025, March 16, 2026, June 15, 2026, September 15, 2026, December 15, 2026, March 15, 2027, June 15, 2027 and September 15, 2027 (the final Coupon Observation Date), which dates occur quarterly through the final Coupon Observation Date. The scheduled Coupon Observation Dates are subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-35 of the accompanying product supplement.
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Call Observation Dates:
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The Coupon Observation Dates beginning on December 15, 2025 and ending on June 15, 2027.
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Final Calculation Day/Maturity Valuation Period:
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September 15, 2027 (which is also the final Coupon Observation Date).
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Coupon Payment Dates:
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Approximately the fifth business day following the applicable Coupon Observation Date, subject to postponement as described beginning on page PS-35 of the accompanying product supplement.
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Call Payment Dates:
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The Coupon Payment Dates applicable to the relevant Call Observation Dates.
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Fees and Charges:
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The underwriting discount of $0.15 per unit listed on the cover page
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Autocallable Contingent Coupon Barrier Notes
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TS-3
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
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TS-4
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
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Product supplement EQUITY CYN-2 dated August 21, 2023:https://www.sec.gov/Archives/edgar/data/70858/000119312523216655/d428710d424b2.htm
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022: https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm
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You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You understand that any payment on the notes will be based solely on the performance of the Worst-Performing Market Measure.
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You anticipate that the Observation Value of the Worst-Performing Market Measure will be greater than or equal to its Coupon Barrier on most or all of the Coupon Observation Dates.
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You anticipate that the notes will be automatically called, in which case you accept an early exit from your investment, or, if not automatically called that the Worst-Performing Market Measure will not decrease from its Starting Value to an Ending Value that is below its Threshold Value.
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You accept that the return on the notes will be limited to the return represented by the Contingent Coupon Payments even if the percentage change in the level of the Worst-Performing Market Measure is significantly greater than such return.
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You are willing to lose up to 100% of the principal amount if the notes are not called.
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You are willing to forgo dividends or other benefits of owning the stocks included in each Index.
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You are willing to accept a limited or no market for sales of the notes prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC's actual and perceived creditworthiness, BAC's internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, and BAC's credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.
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You are unwilling to accept that any payment on the notes will be based solely on the performance of the Worst-Performing Market Measure, regardless of the performance of the other Indices.
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You anticipate that the Observation Value of the Worst-Performing Market Measure will be less than its Coupon Barrier on each Coupon Observation Date.
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You wish to make an investment that cannot be automatically called prior to maturity.
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You seek an uncapped return on your investment.
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You seek principal repayment or preservation of capital.
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You want to receive dividends or other distributions paid on the stocks included in any Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take BAC's credit risk, as guarantor of the notes.
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Autocallable Contingent Coupon Barrier Notes
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TS-5
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
1)
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a Starting Value of 100.00 for the Worst-Performing Market Measure;
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2)
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a Coupon Barrier of 77.00 for the Worst-Performing Market Measure;
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3)
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a Threshold Value of 77.00 for the Worst-Performing Market Measure;
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4)
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an expected term of the notes of approximately two years if the notes are not called on any Call Observation Date;
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5)
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the Contingent Coupon Payment of $0.25 per unit; and
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6)
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the Coupon Observation Dates occurring quarterly during the term of the notes.
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Ending Value of the Worst-Performing Market Measure
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Percentage Change from the Starting Value to the Ending Value of the Worst-Performing Market Measure
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Redemption Amount per Unit(3)
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Return on the notes(4)
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0.00
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-100.00%
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$0.000
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-100.00%
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20.00
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-80.00%
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$2.000
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-80.00%
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30.00
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-70.00%
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$3.000
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-70.00%
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40.00
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-60.00%
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$4.000
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-60.00%
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50.00
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-50.00%
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$5.000
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-50.00%
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76.99
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-23.01%
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$7.699
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-23.01%
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77.00(1)
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-23.00%
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$10.250
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2.50%
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97.00
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-3.00%
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$10.250
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2.50%
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100.00(2)
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0.00%
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$10.250
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2.50%
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102.00
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2.00%
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$10.250
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2.50%
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105.00
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5.00%
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$10.250
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2.50%
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107.00
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7.00%
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$10.250
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2.50%
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120.00
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20.00%
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$10.250
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2.50%
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150.00
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50.00%
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$10.250
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2.50%
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200.00
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100.00%
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$10.250
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2.50%
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Autocallable Contingent Coupon Barrier Notes
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TS-6
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
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If the notes are not called and the Ending Value of the Worst-Performing Market Measure is less than its Threshold Value, you will lose up to 100% of the principal amount.
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Your investment return is limited to the return represented by the Contingent Coupon Payments, if any, and may be less than a comparable investment directly in the stocks included in any Index.
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Payments on the notes will not reflect changes in the values of the Indices other than on the Coupon Observation Dates, the Call Observation Dates or the Final Calculation Day.
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You may not receive any Contingent Coupon Payments.
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If the notes are called, you will be subject to reinvestment risk, and you will lose the opportunity to receive Contingent Coupon Payments, if any, that otherwise might have been payable after the date of the call.
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The notes are subject to the risks of each Index, not a basket composed of the Indices, and will be negatively affected if the level of any Index decreases below its Coupon Barrier as of any Coupon Observation Date or below its Threshold Value on the Final Calculation Day, even if the levels of the other Indices are above their respective Coupon Barrier or Threshold Value as of those days.
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You will not benefit in any way from the performance of the better performing Indices.
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Because the notes are linked to three indices, as opposed to only one, it is more likely that a Contingent Coupon Payment will not be payable on any given Coupon Payment Date or that the Ending Value of an Index will be less than its Threshold Value on the Final Calculation Day, and consequently, you will not receive a positive return on the notes and will lose some or all of your investment.
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You will be subject to risks relating to the relationship between the Indices. The less correlated the Indices, the more likely it is that the Observation Value of one of the Indices will be below its Coupon Barrier as of each Coupon Observation Date or below its Threshold Value on the Final Calculation Day.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC's creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC's obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
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The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of BAC, BAC's internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
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The public offering price you are paying for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the levels of the Indices, changes in BAC's internal funding rate, and the inclusion in the public offering price of the underwriting discount and costs associated with hedging the notes, all as further described in "Structuring the Notes" on page TS-21 of this term sheet. These factors, together with various credit, market and economic
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Autocallable Contingent Coupon Barrier Notes
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TS-7
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Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, BofAS or any of our other affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Indices, our and BAC's creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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BAC and its affiliates' hedging and trading activities (including trades in shares of companies included in the Indices) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent.
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An Index sponsor may adjust its applicable Index in a way that affects its level, and has no obligation to consider your interests.
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You will have no rights of a holder of the securities represented by the Indices, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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While BAC and our other affiliates may from time to time own securities of companies included in the Indices, except to the extent that BAC's common stock is included in any Index, we, BAC and our other affiliates do not control any company included in any Index, and have not verified any disclosure made by any other company.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See "Summary Tax Consequences" below and "U.S. Federal Income Tax Summary" beginning on page PS-51 of the accompanying product supplement.
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Autocallable Contingent Coupon Barrier Notes
|
TS-8
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-9
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-10
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-11
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-12
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
•
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);
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•
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the security must be of a non-financial company;
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•
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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•
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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•
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.;
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•
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the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NDX;
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•
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and
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•
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the issuer of the security must have "seasoned" on NASDAQ, the New York Stock Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it has been listed on a market for at least three full months (excluding the first month of initial listing).
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•
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the security's U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;
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•
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the security must be of a non-financial company;
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•
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the security may not be issued by an issuer currently in bankruptcy proceedings;
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•
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the security must have a minimum three-month average daily trading volume of at least 200,000 shares;
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•
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if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S. (measured annually during the ranking review process);
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•
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the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month; and
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•
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the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.
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Autocallable Contingent Coupon Barrier Notes
|
TS-13
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-14
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-15
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-16
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-17
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-18
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-19
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-20
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
Autocallable Contingent Coupon Barrier Notes
|
TS-21
|
Autocallable Contingent Coupon Barrier Notes
Linked to the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000® Index, due September , 2027 |
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a contingent income-bearing single financial contract with respect to the Market Measures.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined in the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
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We intend to take the position that any Contingent Coupon Payments constitute taxable ordinary income to a U.S. Holder at the time received or accrued, in accordance with the U.S. Holder's method of tax accounting.
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Because the U.S. federal income tax treatment of the Contingent Coupon Payments is uncertain, we (or the applicable paying agent) will withhold U.S. federal income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon Payment made to a Non-U.S. Holder unless such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. (in which case, to avoid withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We (or the applicable paying agent) will not pay any additional amounts in respect of such withholding.
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Under current IRS guidance, withholding on "dividend equivalent" payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are "delta-one" instruments.
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Autocallable Contingent Coupon Barrier Notes
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TS-22
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