Pricing Supplement
(To Prospectus dated December 30, 2022
and Series P MTN Prospectus Supplement dated December 30, 2022)
June 22, 2023 |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-268718 |
$5,000,000
Step Up Callable Notes, due June 26, 2030
● | The notes are senior unsecured debt securities issued by Bank of America
Corporation (“BAC”). All payments and the return of the principal amount on the notes are subject to our credit risk. |
● | The notes priced on June 22, 2023. The notes will mature on June 26, 2030.
At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of
the notes, plus any accrued and unpaid interest. |
● | Interest will be paid on June 26 and December 26 of each year, commencing
on December 26, 2023, with the final interest payment date occurring on the maturity date. |
● | The notes will accrue interest at the following rates per annum during the indicated periods of their
term: |
| o | June 26, 2023 to but excluding June 26, 2027: |
5.50%; |
| o | June 26, 2027 to but excluding June 26, 2029: |
6.00%; and |
| o | June 26, 2029 to but excluding June 26, 2030: |
6.50%; |
● | We have the right to redeem all, but not less than all, of the notes on
December 26, 2024, and on each subsequent Call Date (as defined on page PS-2). The redemption price will be 100% of the principal amount
of the notes, plus any accrued and unpaid interest. |
● | The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess of $1,000. |
● | The notes will not be listed on any securities exchange. |
● | The CUSIP number for the notes is 06055JBP3. |
Potential purchasers of the notes should consider the
information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page S-6 of the attached prospectus supplement,
and page 7 of the attached prospectus.
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
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Per Note |
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Total |
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Public Offering Price (1) |
100.00% |
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$5,000,000 |
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Underwriting Discount (1)(2) |
0.60% |
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$30,000 |
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Proceeds (before expenses) to BAC |
99.40% |
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$4,970,000 |
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(1) Certain dealers who purchase the notes for sale to
certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price to public for
investors purchasing the notes in these accounts may be as low as $994.00 (99.40%) per $1,000 in principal amount of the notes. See
“Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
(2) We or one of
our affiliates may pay varying selling concessions of up to 0.60% in connection with the distribution of the notes to other registered
broker-dealers.
The notes are unsecured and unsubordinated obligations
and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any
other bank, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment
risks.
None of the Securities and Exchange Commission, nor any state securities commission, nor any other regulatory body has approved
or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement,
or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through
The Depository Trust Company on June 26, 2023 against payment in immediately available funds.
Series
P MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022
BofA Securities
SUMMARY OF TERMS
This pricing supplement supplements
the terms and conditions in the prospectus, dated December 30, 2022, as supplemented by the Series P MTN prospectus supplement, dated
December 30, 2022 (as so supplemented, together with all documents incorporated by reference, the “prospectus”), and should
be read with the prospectus.
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Title of the Series: |
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Step Up Callable Notes, due June 26, 2030 |
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Aggregate Principal Amount Initially Being Issued: |
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$5,000,000 |
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Issue Date: |
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June 26, 2023 |
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CUSIP No.: |
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06055JBP3 |
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Maturity Date: |
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June 26, 2030 |
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Minimum Denominations: |
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$1,000 and multiples of $1,000 in excess of $1,000 |
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Ranking: |
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Senior, unsecured |
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Day Count Fraction: |
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30/360 |
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Interest Periods: |
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Semi-annually. Each interest period (other than the first interest period, which will begin on the issue date) will begin on, and will include, an interest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable). |
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Interest Payment Dates: |
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June 26 and December 26 of each year, beginning on December 26, 2023, with the final interest payment date occurring on the maturity date. |
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Interest Rates: |
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The notes will accrue interest during the following periods at the following rates per annum: |
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Dates: |
Annual Rate: |
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June 26, 2023 to but excluding June 26,
2027 |
5.50% |
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June 26, 2027 to but excluding June 26,
2029 |
6.00% |
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June 26, 2029 to but excluding June 26,
2030 |
6.50% |
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Call Dates: |
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June 26 and December 26 of each year, beginning on December 26, 2024, with the final Call Date occurring on December 26, 2029. |
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Optional Early Redemption: |
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We have the right to redeem all, but not less than all, of the notes on December 26, 2024, and on each subsequent Call Date. The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest. In order to call the notes, we will give notice at least five business days but not more than 60 calendar days before the specified Call Date. |
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Business Days: |
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If any interest payment date, any Call Date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postponement, and no adjustment will be made to the length of the relevant interest period. |
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Repayment at Option of Holder: |
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None |
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Record Dates for Interest Payments: |
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For book-entry only notes, one business day in New York, New York prior to the payment date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day. |
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Events of Default and Rights of Acceleration: |
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If an event of default (as defined in the indenture relating to the notes) occurs and is continuing, holders of the notes may accelerate the maturity of the notes, as described under “Description of Debt Securities of Bank of America Corporation—Events of Default and Rights of Acceleration; Covenant Breaches” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the notes will not bear a default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original public offering price of the notes. |
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Calculation Agent: |
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Merrill Lynch Capital Services, Inc. |
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Listing: |
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None |
Certain terms
used and not defined in this document have the meanings ascribed to them in the prospectus supplement and prospectus. Unless otherwise
indicated or unless the context requires otherwise, all references in this pricing supplement to “we,” “us,” “our,”
or similar references are to BAC.
RISK FACTORS
Your investment in the notes
entails significant risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made
only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light
of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements
of the notes or financial matters in general.
Structure-related Risks
The notes are subject to our
early redemption. We may redeem all, but not less than all, of the notes on any Call Date on or after December 26, 2024. If you intend
to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to
redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that
which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further
payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity
date, you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on
the notes would have been if they had not been redeemed, or that has a similar level of risk.
Step-up notes present
different investment considerations than fixed-rate notes. The rate of interest paid by us on the notes will increase upward
from the initial stated rate of interest on the notes. The notes are callable by us, in whole but not in part, prior to maturity
and, therefore, contain the redemption risk described above. If we do not call the notes, the interest rate will step up as
described on the cover of this pricing supplement. Unless general interest rates rise significantly, you should not expect to earn
the highest scheduled interest rate set forth on the cover of this pricing supplement because the notes are likely to be called
prior to maturity if interest rates remain the same or fall during their term. When determining whether to invest in a step-up fixed
rate note, you should not focus on the highest stated interest rate, which usually is the final step-up rate of interest. You should
instead consider, among other things, the overall annual percentage rate of interest to maturity or the various potential redemption
dates as compared to other investment alternatives.
Payments on the notes are subject
to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes
are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent
upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition
will be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they
become due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment
by ratings agencies of our ability to pay our obligations, including our obligations under the notes. Consequently, our perceived creditworthiness
and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes may
adversely affect the market value of the notes. However, because your return on the notes generally depends upon factors in addition to
our ability to pay our obligations, such as the difference between the interest rates accruing on the notes and current market interest
rates, an improvement in our credit ratings will not reduce the other investment risks related to the notes.
Valuation- and Market-related Risks
We have included in the terms
of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary
market transaction will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In
determining the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken
into account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market
conditions or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase
the notes in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other
things, the inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes
could be higher or lower than the price that you paid for them.
We cannot
assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any securities exchange.
We cannot predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.
The development of a trading market
for the notes will depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary
market may be limited. We anticipate that our affiliate, BofA Securities, Inc. ("BofAS"), will act as a market-maker for the
notes, but neither BofAS nor any of our other affiliates is required to do so. BofAS may discontinue its market-making activities as to
the notes at any time. To the extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price
at which BofAS may bid for, offer, purchase, or sell any notes may differ from the values determined
by pricing models that it may use, whether as a result of
dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at
which the notes might otherwise trade in the market.
In addition, if at any time BofAS
were to cease acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market
and there may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be
lower than if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will
impact the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that
may either offset or magnify each other, including:
| • | the time remaining to maturity of the notes; |
| • | the aggregate amount outstanding of the notes; |
| • | our right to redeem the notes on the dates set forth above; |
| • | the level, direction, and volatility of market interest rates generally (in particular, increases in
U.S. interest rates, which may cause the market value of the notes to decrease); |
| • | general economic conditions of the capital markets in the United States; |
| • | geopolitical conditions and other financial, political, regulatory, and judicial events that affect
the capital markets generally; |
| • | our financial condition and creditworthiness; and |
| • | any market-making activities with respect to the notes. |
Conflict-related Risks
Our trading and hedging activities
may create conflicts of interest with you. We or one or more of our broker-dealer affiliates, including BofAS, may engage in trading
activities related to the notes that are not for your account or on your behalf. We also expect to enter into arrangements to hedge the
market risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries
or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more
or less than initially expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities
may present a conflict of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary
accounts, in facilitating transactions, including block trades, for our other customers, and in accounts under our management. These trading
and hedging activities could influence secondary trading in the notes or otherwise could be adverse to your interests as a holder of the
notes.
U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material
U.S. federal income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley
Austin LLP, our tax counsel. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department
(“Treasury”) (including proposed and temporary regulations), rulings, current administrative interpretations and official
pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of
which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS
would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
The following
discussion supplements, is subject to the same qualifications and limitations as, and should be read in conjunction with the discussion
in the prospectus under the caption “U.S. Federal Income Tax Considerations.” To the extent inconsistent, the following discussion
supersedes the discussion in the prospectus supplement and the prospectus.
This discussion only applies to U.S.
Holders (as defined in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income taxation in the accompanying
prospectus. In particular, this summary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will
hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment.
This discussion does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes
that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated
as debt instruments for U.S. federal income tax purposes. The notes provide for an initial fixed rate of interest that increases in
subsequent periods. In addition, the notes provide us with the right to redeem the notes on December 26, 2024 and on each subsequent
Call Date at a redemption price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest. Solely for
purposes of computing the yield and maturity of a debt instrument, applicable Treasury regulations generally deem an issuer to
exercise a call option in a manner that minimizes the yield on the debt instrument. This assumption is made solely for U.S. federal
income tax purposes of determining whether the notes are issued with original issue discount (“OID”) and is not an
indication of our intention to call or not to call the notes at any time. The yield on the notes would be minimized if we call the
notes on June 26, 2027. Accordingly, solely for purposes of determining the yield and maturity of the notes we are deemed to
exercise our right to redeem the notes on such date and the notes should be treated as maturing on that date. Therefore, the notes
should not be treated as having been issued with OID. If we do not call the notes on such date, solely for purposes of determining
the yield and maturity of the notes, the notes should be deemed to be retired and reissued for an amount equal to their adjusted
issue price on that date. This deemed retirement and reissuance should not result in any taxable gain or loss to you. Solely for
purposes of determining yield and maturity, the deemed reissued notes should be subject to the rules discussed above. By application
of those rules, the deemed reissued notes should be treated as fixed rate debt instruments not bearing OID. The same analysis would
apply to the June 26, 2029 interest rate step up date. If the notes are not called on the interest payment date occurring on June
26, 2029, then, because the period between the interest payment date on June 26, 2029, and the maturity date is one year or less,
the notes, upon their deemed reissuance on June 26, 2029 could be treated as short-term debt securities for OID purposes (but not
for purposes of determining the holding period of the notes). For a discussion of the U.S. federal income tax consequences to a U.S.
Holder of owning short-term debt securities, please review the section entitled “U.S. Federal Income Tax
Considerations—Consequences to U.S. Holders—Taxation of Debt Securities— Short-Term Debt Securities” in the
accompanying prospectus.
You should consult the discussion under
“U.S. Federal Income Tax Considerations—General—Consequences to U.S. Holders” as it relates to fixed rate debt
instruments not bearing OID in the accompanying prospectus for a description of the consequences to you of the ownership and disposition
of the notes.
Upon the sale,
exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, redemption, retirement, or other disposition (less an amount equal to any
accrued interest not previously included in income if the note is disposed of between interest payment dates, which will be included
in income as interest income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A
U.S. Holder’s adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder, increased by any OID,
market discount, de minimis OID, or de minimis market discount previously included in income with respect to the note, and decreased
by the amount of any premium previously amortized to reduce interest on the note and the amount of any payment (other than a payment
of qualified stated interest) received in respect of the note.
Except as discussed in the prospectus with
respect to market discount, gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally
will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability
of U.S. Holders to deduct capital losses is subject to limitations under the Code.
You should consult your own tax
advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, 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.
VALIDITY OF THE NOTES
In the opinion of
McGuireWoods LLP, as counsel to BAC, when the trustee has made the appropriate entries or notations on Schedule 1 to the master
global note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental
obligations thereunder in accordance with the instructions of BAC, and the notes have been delivered against payment therefor as
contemplated in this pricing supplement and the related prospectus and prospectus supplement, all in accordance with the provisions
of the indenture governing the notes, such notes will be the legal, valid and binding obligations of BAC, subject to the effects of
applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination),
reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity.
This opinion is given as of the date of this pricing supplement and is limited to the Delaware General Corporation Law (including
the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
foregoing) and the laws of the State of New York as in effect on the date hereof. In addition, this opinion is subject to customary
assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due
authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect
to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to
McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies
thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the opinion letter of
McGuireWoods LLP dated December 8, 2022, which has been filed as an exhibit to the Registration Statement (File No. 333-268718) of
BAC, filed with the SEC on December 8, 2022.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST
Our broker-dealer subsidiary, BofAS, will
act as our selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described
in “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-51 of the accompanying prospectus supplement.
The selling agent will
receive the compensation set forth on the cover page of this pricing supplement as to the notes sold through its efforts. The
selling agent is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of
the notes will conform to the requirements of FINRA Rule 5121. We or one of our affiliates may pay varying selling concessions of up
to 0.60% in connection with the distribution of the notes to other registered broker-dealers. Certain dealers who purchase the notes
for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees, or commissions. The price
to public for investors purchasing the notes in these accounts may be as low as $994.00 per $1,000 in principal amount of the
notes.
The selling agent is not
acting as your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any communication
from the selling agent in connection with the notes as investment advice or a recommendation to purchase the notes. You should make
your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.
Under the terms of our distribution
agreement with BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover
of this pricing supplement, less the indicated underwriting discount.
BofAS may sell the notes to other broker-dealers
that will participate in the offering, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes
to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers
will purchase or repurchase the notes at the same discount.
BofAS and any of our other
broker-dealer affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S"), may use this
pricing supplement, and the accompanying prospectus supplement and prospectus for offers and sales in secondary market transactions
and market-making transactions in the notes. Our affiliates may act as principal or agent in these transactions, and any such sales
will be made at prices related to prevailing market prices at the time of the sale. However, none of BAC, BofAS or any of our
broker-dealer affiliates are obligated to engage in any secondary market transactions and/or market-making transactions or otherwise
purchase the notes from the holders in such transactions.
European Economic Area and United Kingdom
None of this pricing supplement,
the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as
defined below). This pricing supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on
the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each,
a “Relevant State”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified
Investors”). Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of
the offering contemplated in this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only
do so with respect to Qualified Investors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than
to Qualified Investors. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Prohibition Of
Sales To EEA And United Kingdom Retail Investors – The notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom.
For these purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU)
2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression
“offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or
selling the notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and
therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this pricing
supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue
of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order,
or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). In the United Kingdom, the notes offered hereby are only available to, and any investment
or investment activity to which this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus relates
will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their contents.
Any invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated
or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.
All applicable provisions of the FSMA
must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.
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