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 notes in any country or jurisdiction where such an offer would not be permitted.
Linked to the EURO STOXX 50®
Index
| ● | Maturity of approximately 4 years. |
| ● | 400% upside exposure to increases in the value of the Underlying, subject
to the Max Return of 59.00%. |
| ● | 1-to-1 downside exposure to decreases in the value of the Underlying
beyond a 15% decline with up to 85% of the principal at risk. |
| ● | All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”),
as issuer of the Notes, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes. |
| ● | No periodic interest payments. |
| ● | The Starting Value of the Underlying was determined on December 2, 2022 (the “Strike Date”).
The Starting Value of the Underlying may be higher or lower than its closing level on the pricing date. |
| ● | The Capped Buffered Enhanced Return Notes linked to the EURO STOXX 50®
Index, due December 9, 2026 (the “Notes”) are expected to price on December 6, 2022 and expected to issue on December 9, 2022. |
| ● | The Notes will not be listed on any securities exchange. |
The initial estimated value of the Notes as of the
pricing date is expected to be between $940.00 and $980.00 per $1,000 in principal amount of Notes, which is less than the public offering
price listed below. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See
“Risk Factors” beginning on page PS-8 of this pricing supplement and “Structuring the Notes” on page PS-16 of
this pricing supplement for additional information.
There are important differences between the Notes
and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors” beginning
on page PS-8 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-5 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.
|
Public offering price(1) |
Underwriting discount(1)(2)(3) |
Proceeds, before expenses, to BofA Finance(2) |
Per Note |
$1,000.00 |
$2.50 |
$997.50 |
Total |
|
|
|
(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 public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $997.50 per $1,000 in principal amount of the Notes. |
(2) |
The underwriting discount per $1,000 in principal amount of Notes may be as high as $2.50, resulting in proceeds, before expenses, to BofA
Finance of as low as $997.50 per $1,000 in principal amount of Notes.
|
(3) |
In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $6.00 per $1,000 in principal amount of Notes in connection with the distribution of the Notes to other registered broker dealers. |
The Notes and the related guarantee:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
|
Selling Agent |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Terms of the Notes
The Notes provide you a leveraged
return, subject to the Max Return, if the Ending Value of the Underlying is greater than the Starting Value. If the Ending Value of the
Underlying is equal to or less than the Starting Value but greater than or equal to the Threshold Value, you will receive the principal
amount of your Notes at maturity. If the Ending Value of the Underlying is less than the Threshold Value, there is full exposure to declines
in the Underlying beyond the Threshold Value, and you will lose some or a significant portion of your investment in the Notes. Any payments
on the Notes will be calculated based on $1,000 in principal amount of Notes and will depend on the performance of the Underlying, subject
to our and BAC’s credit risk.
Issuer: |
BofA Finance |
Guarantor: |
BAC |
Denominations: |
The Notes will be issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof. |
Term: |
Approximately 4 years. |
Underlying: |
The EURO STOXX 50® Index (Bloomberg symbol: “SX5E”), a price return index. |
Strike Date: |
December 2, 2022 |
Pricing Date*: |
December 6, 2022 |
Issue Date*: |
December 9, 2022 |
Valuation Date*: |
December 4, 2026, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Calculation Days” in the accompanying product supplement. |
Maturity Date*: |
December 9, 2026 |
Starting Value: |
3,977.90, which was the closing level of the Underlying
on the Strike Date. The Starting Value of the Underlying
may be higher or lower than its closing level on the
pricing date. |
Ending Value: |
The closing level of the Underlying on the Valuation Date. |
Upside Participation Rate: |
400% |
Max Return: |
$1,590.00 per Note, which represents a return of 59.00% over the principal amount. |
Threshold Value: |
3,381.22, which is 85% of the Starting Value (rounded to two decimal places). |
Threshold Rate: |
100% |
Redemption Amount: |
The Redemption Amount per $1,000 in principal amount of Notes will be: |
a) |
If the Ending Value of the Underlying is greater than the Starting Value: |
|
|
|
b) |
If the Ending Value of the Underlying is equal to or less than the Starting Value but greater than or equal to the Threshold Value: |
|
|
|
c) |
If the Ending Value of the Underlying is less than the Threshold Value: |
|
|
|
|
In this case, the Redemption Amount will be less than the principal amount and you could lose up to 85% of your principal amount. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance. |
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-2 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Selling Agent: |
BofAS |
CUSIP: |
09709VCH7 |
Underlying Return: |
|
Events of Default and Acceleration: |
If an Event of Default, as defined in the senior indenture relating to the Notes and in the section entitled “Description of Debt Securities—Events of Default and Rights of Acceleration” beginning on page 22 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption “Redemption Amount” above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third trading day prior to the date of acceleration. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate. |
*Subject to
change.
Any payments on the Notes depend on the credit risk
of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlying. The economic terms of the Notes are based
on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked notes, and
the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically
lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate,
as well as the underwriting discount, if any, the referral fee and the hedging related charges described below (see “Risk Factors”
beginning on page PS-8), will reduce the economic terms of the Notes to you and the initial estimated value of the Notes. Due to these
factors, the public offering price you pay to purchase the Notes will be greater than the initial estimated value of the Notes as of the
pricing date.
The initial estimated value range of the Notes is set
forth on the cover page of this pricing supplement. The final pricing supplement will set forth the initial estimated value of the Notes
as of the pricing date. For more information about the initial estimated value and the structuring of the Notes, see “Risk Factors”
beginning on page PS-8 and “Structuring the Notes” on page PS-16.
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-3 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Redemption Amount Determination
On the Maturity Date, you will receive
a cash payment per $1,000 in principal amount of Notes determined as follows:
All payments described above are subject
to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-4 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Hypothetical Payout Profile and Examples of Payments at Maturity
Capped Buffered Enhanced Return Notes Table
The following table, graph and Redemption Amount Calculation
Examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the
Notes. They illustrate the calculation of the Redemption Amount and the return on the Notes based on a hypothetical Starting Value of
100 for the Underlying, a hypothetical Threshold Value of 85, the Upside Participation Rate of 400%, the Threshold Rate of 100%, the Max
Return of $1,590.00 per $1,000 in principal amount of Notes and a range of hypothetical Ending Values of the Underlying. The actual
amount you receive and the resulting return will depend on the actual Starting Value, Threshold Value and Ending Value of the Underlying,
and whether you hold the Notes to maturity. The following examples do not take into account any tax consequences from investing in
the Notes.
For recent actual values of the Underlying, see “The
Underlying” section below. The Ending Value of the Underlying will not include any income generated by dividends or other distributions
paid with respect to shares or units of the Underlying or on the securities included in the Underlying, as applicable. In addition, all
payments on the Notes are subject to Issuer and Guarantor credit risk.
Ending Value
|
Underlying Return
|
Redemption Amount per Note
|
Return on the Notes
|
160.00 |
60.00% |
$1,590.00 |
59.00% |
150.00 |
50.00% |
$1,590.00 |
59.00% |
140.00 |
40.00% |
$1,590.00 |
59.00% |
130.00 |
30.00% |
$1,590.00 |
59.00% |
120.00 |
20.00% |
$1,590.00 |
59.00% |
114.75 |
14.75% |
$1,590.00(1) |
59.00% |
110.00 |
10.00% |
$1,400.00 |
40.00% |
105.00 |
5.00% |
$1,200.00 |
20.00% |
102.00 |
2.00% |
$1,080.00 |
8.00% |
100.00(2) |
0.00% |
$1,000.00 |
0.00% |
90.00 |
-10.00% |
$1,000.00 |
0.00% |
85.00(3) |
-15.00% |
$1,000.00 |
0.00% |
84.00 |
-16.00% |
$990.00 |
-1.00% |
80.00 |
-20.00% |
$950.00 |
-5.00% |
70.00 |
-30.00% |
$850.00 |
-15.00% |
50.00 |
-50.00% |
$650.00 |
-35.00% |
0.00 |
-100.00% |
$150.00 |
-85.00% |
(1) |
The Redemption Amount per Note cannot exceed the Max Return. |
(2) |
The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value of the Underlying is set forth on page PS-2 above. |
(3) |
This is the hypothetical Threshold Value. |
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-5 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Hypothetical Payout Profile and Examples of Payments at Maturity
This graph reflects the return on the Notes based on
the Upside Participation Rate of 400%, the Threshold Value of 85% of the Starting Value, the Threshold Rate of 100% and the Max Return
of $1,590.00 per $1,000 in principal amount of Notes. The green line reflects the return on the Notes, while the dotted gray line reflects
the returns of a direct investment in the Underlying, excluding dividends.
This graph has been prepared for purposes of illustration
only.
Redemption Amount Calculation Examples
Example 1
The Ending Value of the Underlying
is 115.00, or 115.00% of the Starting Value:
Starting Value of the Underlying: |
100.00 |
|
Ending Value of the Underlying: |
115.00 |
|
|
|
|
Example 2
The Ending Value of the Underlying
is 102.00, or 102.00% of the Starting Value:
Starting Value of the Underlying: |
100.00 |
|
Ending Value of the Underlying: |
102.00 |
|
|
|
|
Example 3
The Ending Value of the Underlying
is 92.00, or 92.00% of the Starting Value:
Starting Value of the Underlying: |
100.00 |
|
Threshold Value of the Underlying: |
85.00 |
|
Ending Value of the Underlying: |
92.00 |
|
|
|
|
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-6 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Example 4
The Ending Value of the Underlying
is 50.00, or 50.00% of the Starting Value:
Starting Value of the Underlying: |
100.00 |
|
Threshold Value of the Underlying: |
85.00 |
|
Ending Value of the Underlying: |
50.00 |
|
|
|
|
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-7 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Risk Factors
Your investment in the Notes entails significant
risks, many of which differ from those of a conventional debt 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. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk
Factors” sections beginning on page PS-5 of the accompanying product supplement, page S-5 of the accompanying prospectus supplement
and page 7 of the accompanying prospectus, each as identified on page PS-20 below.
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 Notes at maturity. If the Ending Value of the Underlying is less than the Threshold Value, at maturity, your investment will be
subject to 1:1 downside exposure to decreases in the value of the Underlying and you will lose 1% of the principal amount for each 1%
that the Ending Value of the Underlying is less than the Threshold Value. In that case, you will lose some or a significant portion of
your investment in the Notes. |
| ● | The return on the Notes will be limited to the Max Return. The return on the Notes will not exceed the Max Return, regardless
of the performance of the Underlying. |
| ● | The Notes do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the
Notes, regardless of the extent to which the Ending Value of the Underlying exceeds the Starting Value or Threshold Value. |
| ● | Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity. Any return that
you receive on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same Maturity
Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation,
that affect the time value of money. |
| ● | The Redemption Amount will not reflect changes in the level of the Underlying other than on the Valuation Date. Changes in
the level of the Underlying during the term of the Notes other than on the Valuation Date will not be reflected in the calculation of
the Redemption Amount. No other levels of the Underlying will be taken into account. Notwithstanding the foregoing, investors should generally
be aware of the performance of the Underlying while holding the Notes. As a result, you will receive less than the principal amount at
maturity even if the level of the Underlying has increased at certain times during the term of the Notes before decreasing to a level
on the Valuation Date that is less than the Threshold Value. |
| ● | Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes
in our or the Guarantor’s creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured
debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed
by any entity other than the Guarantor. As a result, your receipt of the Redemption Amount at maturity will be dependent upon our ability
and the ability of the Guarantor to repay our respective obligations under the Notes on the Maturity Date, regardless of the Ending Value
of the Underlying as compared to the Starting Value.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities
to pay our obligations. Consequently, our or the Guarantor’s perceived creditworthiness and actual or anticipated decreases in our
or the Guarantor’s credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S.
Treasury securities (the “credit spread”) prior to the Maturity Date may adversely affect the market value of the Notes. However,
because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective
obligations, such as the value of the Underlying, an improvement in our or the Guarantor’s credit ratings will not reduce the other
investment risks related to the Notes. |
| ● | We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary
of the Guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that
are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet our obligations under the
Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited. |
Valuation- and Market-related
Risks
| ● | The public offering price you pay for the Notes will exceed their initial estimated value. The range of initial estimated values
of the Notes 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 Notes. These pricing models
rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the Notes prior to maturity,
their market value may be lower than the price you paid for them and lower than their initial estimated value. This is due to, among other
things, changes in the level of the Underlying, changes in the Guarantor’s internal funding rate, and the inclusion in the public
offering price of the underwriting discount, if any, the referral fee and the hedging related charges, all as further described in “Structuring
the Notes” below. These factors, together with various credit, market and economic factors over the term of the Notes, are expected
to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex
and unpredictable ways. |
| ● | The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates
would be willing to purchase your Notes in any secondary market (if any exists) at any time. The value of your Notes at any time after |
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-8 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
issuance will vary based on many factors
that cannot be predicted with accuracy, including the performance of the Underlying, our and BAC’s creditworthiness and changes
in market conditions.
| ● | We cannot assure you that a trading market for your Notes will ever develop or be maintained. We will not list the Notes on
any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or illiquid. |
Conflict-related Risks
| ● | Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, may create conflicts of interest
with you and may affect your return on the Notes and their market value. We, the Guarantor or one or more of our other affiliates,
including BofAS, may buy or sell the securities held by or included in the Underlying, or futures or options contracts or exchange traded
instruments on the Underlying or those securities, or other instruments whose value is derived from the Underlying or those securities.
While we, the Guarantor or one or more of our other affiliates, including BofAS, may from time to time own securities represented by the
Underlying, except to the extent that BAC’s common stock may be included in the Underlying, we, the Guarantor and our other affiliates,
including BofAS, do not control any company included in the Underlying, and have not verified any disclosure made by any other company.
We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own
accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict
of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have
in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts
under our or their management. These transactions may adversely affect the level of the Underlying in a manner that could be adverse to
your investment in the Notes. On or before the Strike Date, any purchases or sales by us, the Guarantor or our other affiliates, including
BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection
with the Notes), may affect the level of the Underlying. Consequently, the level of the Underlying may change subsequent to the Strike
Date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also expect to engage in hedging activities that could affect
the level of the Underlying on the Strike Date. In addition, these hedging activities, including the unwinding of a hedge, may decrease
the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more
of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell
the Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We
cannot assure you that these activities will not adversely affect the level of the Underlying, the market value of your Notes prior to
maturity or the amounts payable on the Notes. |
| ● | There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right
to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Notes and, as such, will make
a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these
duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent. |
Underlying-related Risks
| ● | The Notes are subject to risks associated with foreign securities markets. The SX5E includes certain foreign equity securities.
You should be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign
securities markets comprising the SX5E may have less liquidity and may be more volatile than U.S. or other securities markets and market
developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention
to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes
in these markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies
that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting
standards and requirements that differ from those applicable to U.S. reporting companies.
Prices of securities in foreign countries are subject to political, economic, financial and social factors that apply in those geographical
regions. These factors, which could negatively affect those securities markets, include the possibility of recent or future changes in
a foreign government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other
laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations in
the rate of exchange between currencies, the possibility of outbreaks of hostility and political instability and the possibility of natural
disaster or adverse public health developments in the region. Moreover, foreign economies may differ favorably or unfavorably from the
U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. |
| ● | The publisher of the Underlying may adjust the Underlying in a way that affects its levels, and the publisher has no obligation
to consider your interests. The publisher of the Underlying can add, delete, or substitute the components included in the Underlying
or make other methodological changes that could change its level. Any of these actions could adversely affect the value of your Notes. |
Tax-related Risks
| ● | The U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the Notes.
No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities similar to
the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment
in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as single financial contracts,
as described below under “U.S. Federal Income Tax Summary—General.” If the Internal Revenue Service (the “IRS”)
were successful in asserting an alternative characterization for the Notes, the timing and character of gain or loss with respect to the
Notes may differ. No ruling will be requested from the IRS with respect to the Notes and no assurance can be given that the IRS will agree
with the statements made in the section entitled “U.S. |
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-9 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Federal Income Tax Summary.” You
are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the Notes.
|
CAPPED BUFFERED ENHANCED RETURN NOTES | PS-10 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
The Underlying
All disclosures contained in this pricing supplement
regarding the Underlying, including, without limitation, its make-up, method of calculation, and changes in its components, have been
derived from publicly available sources. The information reflects the policies of, and is subject to change by, the sponsor of the SX5E
(the “Underlying Sponsor”). The Underlying Sponsor, which licenses the copyright and all other rights to the Underlying, has
no obligation to continue to publish, and may discontinue publication of, the Underlying. The consequences of the Underlying Sponsor discontinuing
publication of the Underlying are discussed in “Description of the Notes — Discontinuance of an Index” in the accompanying
product supplement. None of us, the Guarantor, the calculation agent, or BofAS accepts any responsibility for the calculation, maintenance
or publication of the Underlying or any successor index. None of us, the Guarantor, BofAS or any of our other affiliates makes any representation
to you as to the future performance of the Underlying. You should make your own investigation into the Underlying.
The EURO STOXX 50® Index
The SX5E was created by STOXX, which is owned by Deutsche
Börse AG. Publication of the SX5E began in February 1998, based on an initial index level of 1,000 at December 31, 1991.
Index Composition and Maintenance
The SX5E is composed of 50 stocks from 11 Eurozone countries
(Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain) of the STOXX Europe 600
Supersector indices. The STOXX 600 Supersector indices contain the 600 largest stocks traded on the major exchanges of 18 European countries
and are organized into the following 20 Supersectors: automobiles & parts; banks; basic resources; chemicals; construction & materials;
consumer products & services; energy; financial services; food, beverages & tobacco; health care; industrial goods & services;
insurance; media; personal care, drug & grocery stores; real estate; retailers; technology; telecommunications; travel & leisure;
and utilities.
For each of the 20 EURO STOXX regional supersector indices,
the stocks are ranked in terms of free-float market capitalization. The largest stocks are added to the selection list until the coverage
is close to, but still less than, 60% of the free-float market capitalization of the corresponding supersector index. If the next highest-ranked
stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection list. All current stocks in the SX5E
are then added to the selection list. All of the stocks on the selection list are then ranked in terms of free-float market capitalization
to produce the final index selection list. The largest 40 stocks on the selection list are selected; the remaining 10 stocks are selected
from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still below 50, then the largest
remaining stocks are selected until there are 50 stocks. In exceptional cases, STOXX’s management board can add stocks to and remove
them from the selection list.
The index components are subject to a capped maximum
index weight of 10%, which is applied on a quarterly basis.
The composition of the SX5E is reviewed annually, based
on the closing stock data on the last trading day in August. Changes in the composition of the SX5E are made to ensure that the SX5E includes
the 50 market sector leaders from within the EURO STOXX® Index.
The free float factors for each component stock used
to calculate the SX5E, as described below, are reviewed, calculated, and implemented on a quarterly basis and are fixed until the next
quarterly review.
The SX5E is subject to a “fast exit rule.”
The index components are monitored for any changes based on the monthly selection list ranking. A stock is deleted from the SX5E if: (a)
it ranks 75 or below on the monthly selection list and (b) it has been ranked 75 or below for a consecutive period of two months in the
monthly selection list. The highest-ranked stock that is not an index component will replace it. Changes will be implemented on the close
of the fifth trading day of the month, and are effective the next trading day.
The SX5E is also subject to a “fast entry rule.”
All stocks on the latest selection lists and initial public offering (IPO) stocks are reviewed for a fast-track addition on a quarterly
basis. A stock is added, if (a) it qualifies for the latest STOXX blue-chip selection list generated end of February, May, August or November
and (b) it ranks within the “lower buffer” on this selection list.
The SX5E is also reviewed on an ongoing monthly basis.
Corporate actions (including initial public offerings, mergers and takeovers, spin-offs, delistings, and bankruptcy) that affect the index
composition are announced immediately, implemented two trading days later and become effective on the next trading day after implementation.
Index Calculation
The SX5E is calculated with the “Laspeyres formula,”
which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula for calculating the
index value can be expressed as follows:
EURO STOXX 50®
Index = Free float market capitalization of the EURO STOXX 50® Index
Divisor
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CAPPED BUFFERED ENHANCED RETURN NOTES | PS-11 |
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The “free float market capitalization of the Index”
is equal to the sum of the product of the price, the number of shares and the free float factor and the weighting cap factor for each
component stock as of the time the SX5E is being calculated.
The SX5E is also subject to a divisor, which is adjusted
to maintain the continuity of the index values across changes due to corporate actions, such as the deletion and addition of stocks, the
substitution of stocks, stock dividends, and stock splits.
Neither we nor any of our affiliates, including Merrill
Lynch, Pierce, Fenner & Smith Incorporated, accepts any responsibility for the calculation, maintenance, or publication of, or for
any error, omission, or disruption in, the SX5E or any successor to the SX5E. STOXX does not guarantee the accuracy or the completeness
of the SX5E or any data included in the SX5E. STOXX assumes no liability for any errors, omissions, or disruption in the calculation and
dissemination of the SX5E. STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination of the
SX5E or the manner in which the SX5E is applied in determining the amount payable on the Notes.
Historical Performance of the SX5E
The following graph sets forth the daily historical
performance of the SX5E in the period from January 3, 2017 through the Strike Date. 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 SX5E’s Threshold Value of 3,381.22 (rounded to two decimal places), which is 85% of the SX5E’s Starting
Value of 3,977.90, which was its closing level on the Strike Date.
This historical data on the SX5E is not necessarily
indicative of the future performance of the SX5E or what the value of the Notes may be. Any historical upward or downward trend in the
closing level of the SX5E during any period set forth above is not an indication that the closing level of the SX5E is more or less likely
to increase or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult publicly
available sources for the closing levels of the SX5E.
License Agreement
One of our affiliates has entered into a non-exclusive
license agreement with STOXX providing for the license to it and certain of its affiliated companies, including us, of the right to use
indices owned and published by STOXX (including the SX5E) in connection with certain securities, including the Notes.
The license agreement requires that the following language
be stated in this pricing supplement:
“STOXX Limited, Deutsche Börse Group and
their licensors, research partners or data providers have no relationship to us other than the licensing of the SX5E and the related trademarks
for use in connection with the Notes.
STOXX, Deutsche Börse Group
and their licensors, research partners or data providers do not:
| ● | sponsor, endorse, sell or promote the Notes. |
| ● | recommend that any person invest in the Notes or any other securities. |
| ● | have any responsibility or liability for or make any decisions about the
timing, amount or pricing of the Notes. |
| ● | have any responsibility or liability for the administration, management or
marketing of the Notes. |
| ● | consider the needs of the Notes or the owners of the Notes in determining,
composing or calculating the SX5E or have any obligation to do so. |
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STOXX, Deutsche Börse Group and their licensors,
research partners or data providers give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with
the Notes or their performance.
STOXX does not assume any contractual relationship with
the purchasers of the Notes or any other third parties.
Specifically,
| ● | STOXX, Deutsche Börse Group and their licensors, research partners or
data providers do not give any warranty, express or implied, and exclude any liability about: |
| ● | The results to be obtained by the Notes, the owner of the Notes or any other
person in connection with the use of the SX5E and the data included in the SX5E; |
| ● | The accuracy, timeliness, and completeness of the SX5E and its data; |
| ● | The merchantability and the fitness for a particular purpose or use of the SX5E and its data; |
| ● | The performance of the Notes generally. |
| ● | STOXX, Deutsche Börse Group and their licensors, research partners or data providers give no warranty
and exclude any liability, for any errors, omissions or interruptions in the SX5E or its data; |
| ● | Under no circumstances will STOXX, Deutsche Börse Group or their licensors, research partners or
data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages
or losses, arising as a result of such errors, omissions or interruptions in the SX5E or its data or generally in relation to the Notes,
even in circumstances where STOXX, Deutsche Börse Group or their licensors, research partners or data providers are aware that such
loss or damage may occur. |
The licensing agreement discussed above is solely for
our benefit and that of STOXX, and not for the benefit of the owners of the Notes or any other third parties.”
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CAPPED BUFFERED ENHANCED RETURN NOTES | PS-13 |
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Supplement to the Plan of Distribution; Role of BofAS and Conflicts
of Interest
BofAS, a broker-dealer affiliate of ours, is a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of
the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA Rule 5121. BofAS may not make sales in this
offering to any of its discretionary accounts without the prior written approval of the account holder.
We expect to deliver the Notes against payment therefor
in New York, New York on a date that is greater than two business days following the pricing date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, if the initial settlement of the Notes occurs more than two business days from the
pricing date, purchasers who wish to trade the Notes more than two business days prior to the original issue date will be required to
specify alternative settlement arrangements to prevent a failed settlement.
Under our distribution agreement with BofAS, BofAS will
purchase the Notes 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 Notes to other broker-dealers that will participate in the offering and that are not affiliated
with us, 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. 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 public offering price for investors purchasing the Notes in these fee-based advisory
accounts may be as low as $997.50 per $1,000 in principal amount of Notes. In addition to the underwriting discount, if any, an affiliate
of BofA Finance will pay a referral fee of up to $6.00 per $1,000 in principal amount of Notes in connection with the distribution of
the Notes to other registered broker-dealers.
BofAS and any of our other broker-dealer affiliates
may use this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for offers and sales in
secondary market transactions and market-making transactions in the Notes. However, they are not obligated to engage in such secondary
market transactions and/or market-making transactions. These broker-dealer affiliates may act as principal or agent in these transactions,
and any such sales will be made at prices related to prevailing market conditions at the time of the sale.
At BofAS’s discretion, for a short, undetermined
initial period after the issuance of the Notes, BofAS may offer to buy the Notes in the secondary market at a price that may exceed the
initial estimated value of the Notes. Any price offered by BofAS for the Notes will be based on then-prevailing market conditions and
other considerations, including the performance of the Underlying and the remaining term of the Notes. However, none of us, the Guarantor,
BofAS or any of our other affiliates is obligated to purchase your Notes at any price or at any time, and we cannot assure you that any
party will purchase your Notes at a price that equals or exceeds the initial estimated value of the Notes.
Any price that BofAS may pay to repurchase the Notes
will depend upon then prevailing market conditions, the creditworthiness of us and the Guarantor, and transaction costs. At certain times,
this price may be higher than or lower than the initial estimated value of the Notes.
Sales Outside of the United States
The Notes have not been approved for public sale in
any jurisdiction outside of the United States. There has been no registration or filing as to the Notes with any regulatory, securities,
banking, or local authority outside of the United States and no action has been taken by BofA Finance, BAC, BofAS or any other affiliate
of BAC, to offer the Notes in any jurisdiction other than the United States. As such, these Notes are made available to investors outside
of the United States only in jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result
in compliance with applicable laws and regulations, including private placement requirements.
Further, no offer or sale of the Notes is being made
to residents of:
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You are urged to carefully review the selling restrictions
that may be applicable to your jurisdiction beginning on page S-68 of the accompanying prospectus supplement.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying product
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 product 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 product supplement, the
accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified Investors. Neither BofA Finance
nor BAC has 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
product 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 product 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 product 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 BofA Finance, as issuer, or BAC, as guarantor.
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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Structuring the Notes
The Notes are our debt securities, the return on which
is linked to the performance of the Underlying. The related guarantee is BAC’s obligation. As is the case for all of our and BAC’s
respective debt securities, including our market-linked notes, the economic terms of the Notes reflect our and BAC’s actual or perceived
creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability
management costs to us and BAC, BAC typically borrows the funds under these types of notes 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
Notes, along with the fees and charges associated with market-linked notes, typically results in the initial estimated value of the Notes
on the pricing date being less than their public offering price.
In order to meet our payment obligations on the Notes,
at the time we issue the Notes, 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 Underlying, the tenor of the Notes and the hedging arrangements. The economic terms of the Notes
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 “Risk Factors”
beginning on page PS-8 above and “Supplemental Use of Proceeds” on page PS-19 of the accompanying product supplement.
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U.S. Federal Income Tax Summary
The following summary of the material U.S. federal income
and estate tax considerations of the acquisition, ownership, and disposition of the Notes supplements, and to the extent inconsistent
supersedes, the discussions under “U.S. Federal Income Tax Considerations” in the accompanying prospectus and under “U.S.
Federal Income Tax Considerations” in the accompanying prospectus supplement and 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 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. This summary does not include any
description of the tax laws of any state or local governments, or of any foreign government, that may be applicable to a particular holder.
Although the Notes are issued by us, they will be treated
as if they were issued by BAC for U.S. federal income tax purposes. Accordingly throughout this tax discussion, references to “we,”
“our” or “us” are generally to BAC unless the context requires otherwise.
This summary is directed solely to U.S. Holders and
Non-U.S. Holders that, except as otherwise specifically noted, 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 property held for investment, and that are not
excluded from the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus.
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.
General
Although there is no statutory, judicial, or administrative
authority directly addressing the characterization of the Notes, in the opinion of our counsel, Sidley Austin LLP, and based on certain
factual representations received from us, the Notes should be treated as single financial contracts with respect to the Underlying and
under the terms of the Notes, we and every investor in the Notes agree, in the absence of an administrative determination or judicial
ruling to the contrary, to treat the Notes in accordance with such characterization. This discussion assumes that the Notes constitute
single financial contracts with respect to the Underlying for U.S. federal income tax purposes. If the Notes did not constitute single
financial contracts, the tax consequences described below would be materially different.
This characterization of the Notes is not binding
on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or
any similar instruments for U.S. federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper
characterization and treatment. Due to the absence of authorities on point, significant aspects of the U.S. federal income tax consequences
of an investment in the Notes are not certain, and no assurance can be given that the IRS or any court will agree with the characterization
and tax treatment described in this pricing supplement. Accordingly, you are urged to consult your tax advisor regarding all aspects of
the U.S. federal income tax consequences of an investment in the Notes, including possible alternative characterizations.
Unless otherwise stated, the following discussion is
based on the characterization described above. The discussion in this section assumes that there is a significant possibility of a significant
loss of principal on an investment in the Notes.
We will not attempt to ascertain whether any issuer
of a component stock included in the Underlying would be treated as a “passive foreign investment company” (“PFIC”),
within the meaning of Section 1297 of the Code, or a United States real property holding corporation, within the meaning of Section 897(c)
of the Code. If the issuer of one or more stocks included in the Underlying were so treated, certain adverse U.S. federal income tax consequences
could possibly apply to a holder of the Notes. You should refer to information filed with the SEC by the issuers of the component stocks
included in the Underlying and consult your tax advisor regarding the possible consequences to you, if any, if any issuer of a component
stock included in the Underlying is or becomes a PFIC or is or becomes a United States real property holding corporation.
U.S. Holders
Upon receipt of a cash payment at maturity or upon a
sale or exchange of the Notes prior to maturity, a U.S. Holder generally will recognize capital gain or loss equal to the difference between
the amount realized and the U.S. Holder’s tax basis in the Notes. A U.S. Holder’s tax basis in the Notes will equal the amount
paid by that holder to acquire them. This capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder held
the Notes for more than one year. The deductibility of capital losses is subject to limitations.
Alternative Tax Treatments. Due to the absence
of authorities that directly address the proper tax treatment of the Notes, prospective investors are urged to consult their tax advisors
regarding all possible alternative tax treatments of an investment in the Notes. In particular, the IRS could seek to subject the Notes
to the Treasury regulations governing contingent payment debt instruments. If the IRS were successful in that regard, the timing and character
of income on the Notes would be affected significantly. Among other things, a U.S. Holder would be required to accrue original issue
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discount every year at a “comparable yield”
determined at the time of issuance. In addition, any gain realized by a U.S. Holder at maturity or upon a sale or exchange of the Notes
generally would be treated as ordinary income, and any loss realized at maturity or upon a sale or exchange of the Notes generally would
be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue discount, and as capital loss thereafter.
The IRS released Notice 2008-2 (the “Notice”),
which sought comments from the public on the taxation of financial instruments currently taxed as “prepaid forward contracts.”
This Notice addresses instruments such as the Notes. According to the Notice, the IRS and Treasury are considering whether a holder of
an instrument such as the Notes should be required to accrue ordinary income on a current basis, regardless of whether any payments are
made prior to maturity. It is not possible to determine what guidance the IRS and Treasury will ultimately issue, if any. Any such future
guidance may affect the amount, timing and character of income, gain, or loss in respect of the Notes, possibly with retroactive effect.
The IRS and Treasury are also considering additional
issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders
of such instruments should be subject to withholding tax on any deemed income accruals, whether Section 1260 of the Code, concerning certain
“constructive ownership transactions,” generally applies or should generally apply to such instruments, and whether any of
these determinations depend on the nature of the underlying asset.
In addition, proposed Treasury regulations require the
accrual of income on a current basis for contingent payments made under certain notional principal contracts. The preamble to the regulations
states that the “wait and see” method of accounting does not properly reflect the economic accrual of income on those contracts,
and requires current accrual of income for some contracts already in existence. While the proposed regulations do not apply to prepaid
forward contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist in the case of prepaid
forward contracts. If the IRS or Treasury publishes future guidance requiring current economic accrual for contingent payments on prepaid
forward contracts, it is possible that you could be required to accrue income over the term of the Notes.
Because of the absence of authority regarding the appropriate
tax characterization of the Notes, it is also possible that the IRS could seek to characterize the Notes in a manner that results in tax
consequences that are different from those described above. For example, the IRS could possibly assert that any gain or loss that a holder
may recognize at maturity or upon the sale or exchange of the Notes should be treated as ordinary gain or loss.
Because the Underlying is an index that periodically
rebalances, it is possible that the Notes could be treated as a series of single financial contracts, each of which matures on the next
rebalancing date. If the Notes were properly characterized in such a manner, a U.S. Holder would be treated as disposing of the Notes
on each rebalancing date in return for new Notes that mature on the next rebalancing date, and a U.S. Holder would accordingly likely
recognize capital gain or loss on each rebalancing date equal to the difference between the holder’s tax basis in the Notes (which
would be adjusted to take into account any prior recognition of gain or loss) and the fair market value of the Notes on such date.
Non-U.S. Holders
Except as discussed below, a Non-U.S. Holder generally
will not be subject to U.S. federal income or withholding tax for amounts paid in respect of the Notes provided that the Non-U.S. Holder
complies with applicable certification requirements and that the payment is not effectively connected with the conduct by the Non-U.S.
Holder of a U.S. trade or business. Notwithstanding the foregoing, gain from the sale or exchange of the Notes or their settlement at
maturity may be subject to U.S. federal income tax if that Non-U.S. Holder is a non-resident alien individual and is present in the U.S.
for 183 days or more during the taxable year of the sale, exchange, or settlement and certain other conditions are satisfied.
If a Non-U.S. Holder of the Notes is engaged in the
conduct of a trade or business within the U.S. and if any gain realized on the settlement at maturity, or upon sale or exchange of the
Notes, is effectively connected with the conduct of such trade or business (and, if certain tax treaties apply, is attributable to a permanent
establishment maintained by the Non-U.S. Holder in the U.S.), the Non-U.S. Holder, although exempt from U.S. federal withholding tax,
generally will be subject to U.S. federal income tax on such gain on a net income basis in the same manner as if it were a U.S. Holder.
Such Non-U.S. Holders should read the material under the heading “—U.S. Holders,” for a description of the U.S. federal
income tax consequences of acquiring, owning, and disposing of the Notes. In addition, if such Non-U.S. Holder is a foreign corporation,
it may also be subject to a branch profits tax equal to 30% (or such lower rate provided by any applicable tax treaty) of a portion of
its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the U.S., subject
to certain adjustments.
A “dividend equivalent” payment is treated
as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid
to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”)
that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying
security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment
with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding on dividend equivalent
payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2025. Based on our
determination that the Notes are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent
payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income
tax purposes upon the occurrence of certain events affecting the Underlying or the Notes, and following such occurrence the Notes could
be treated as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions
in respect of the Underlying or the Notes should consult
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their tax advisors as to the application of the dividend
equivalent withholding tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents
subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional
amounts with respect to amounts so withheld.
As discussed above, alternative characterizations of
the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification
of the law, by regulation or otherwise, cause payments as to the Notes to become subject to withholding tax, tax will be withheld at the
applicable statutory rate. As discussed above, the IRS has indicated in the Notice that it is considering whether income in respect of
instruments such as the Notes should be subject to withholding tax.Prospective Non-U.S. Holders should consult their own tax advisors
regarding the tax consequences of such alternative characterizations.
U.S. Federal Estate Tax. 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, a Note is 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 a Note.
Backup Withholding and Information Reporting
Please see the discussion under “U.S. Federal
Income Tax Considerations — General — Backup Withholding and Information Reporting” in the accompanying prospectus for
a description of the applicability of the backup withholding and information reporting rules to payments made on the Notes.
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CAPPED BUFFERED ENHANCED RETURN NOTES | PS-19 |
Capped Buffered Enhanced Return Notes Linked to the EURO STOXX 50® Index
Where You Can Find More Information
The terms and risks of the Notes are contained in this
pricing supplement and in the following related product supplement, prospectus supplement and prospectus, which can be accessed at the
following links:
This pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus 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 Notes are our senior debt securities. Any payments
on the Notes are fully and unconditionally guaranteed by BAC. The Notes and the related guarantee are not insured by the Federal Deposit
Insurance Corporation or secured by collateral. The Notes will rank equally in right of payment with all of our other unsecured and unsubordinated
obligations, and the related guarantee will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated
obligations, in each case except obligations that are subject to any priorities or preferences by law. Any payments due on the Notes,
including any repayment of the principal amount, will be subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
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CAPPED BUFFERED ENHANCED RETURN NOTES | PS-20 |
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