Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 28 2023 - 1:26PM
Edgar (US Regulatory)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004458_image_001-bac.jpg)
Terms of the Notes
The Contingent Income Auto-Callable Yield Notes Linked
to the Least Performing of the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500®
Index (the “Notes”) provide a monthly Contingent Coupon Payment of $5.833 on the applicable Contingent Payment Date if, on
any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier. Beginning
with the July26, 2024 Observation Date, if the Observation Value of each Underlying is greater than or equal to 100% of its Starting
Value on any of the Observation Dates occurring quarterly indicated by the second footnote appearing below the table beginning on page
PS-4 of the preliminary pricing supplement, the Notes will be automatically called, in whole but not in part, at an amount equal to 100%
of the principal amount, together with the relevant Contingent Coupon Payment. No further amounts will be payable following an Automatic
Call. If the Notes are not automatically called, at maturity you will receive the Redemption Amount, calculated as described under “Redemption
Amount Determination”.
Issuer: |
BofA Finance LLC (“BofA Finance”) |
Guarantor: |
Bank of America Corporation (“BAC”) |
Term: |
Approximately 5 years, unless previously automatically called. |
Underlyings: |
The Nasdaq-100® Index (Bloomberg symbol: “NDX”), the Russell 2000® Index (Bloomberg symbol: “RTY”) and the S&P 500® Index (Bloomberg symbol: “SPX”). |
Pricing and Issue Dates*: |
July 26, 2023 and July 31, 2023, respectively. |
Observation Dates†*: |
Monthly. Please see the Preliminary Pricing Supplement for further details. |
Coupon Barrier: |
For each Underlying, 70% of its Starting Value. |
Threshold Value: |
For each Underlying, 60% of its Starting Value. |
Call Value: |
For each Underlying, 100% of its Starting Value. |
Contingent Coupon Payment*: |
If, on any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $5.833 per $1,000 in principal amount of Notes (equal to a rate of 0.5833% per month or 7.00% per annum) on the applicable Contingent Payment Date (including the Maturity Date). |
Automatic Call: |
Beginning with the July 26, 2024 Observation Date, all (but not less than all) of the Notes will be automatically called if the Observation Value of each Underlying is greater than or equal to its Call Value on any of the Observation Dates occurring quarterly indicated by the second footnote appearing below the table beginning on page PS-4 of the preliminary pricing supplement. If the Notes are automatically called the Early Redemption Amount will be paid on the applicable Contingent Payment Date. |
Early Redemption Amount: |
For each $1,000 principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment. |
Initial Estimated Value Range: |
$910-$960 per Note. |
Underwriting Discount:* |
$36.50 (3.65% of the public offering price) per Note. |
CUSIP: |
09711A6R4. |
Preliminary Pricing Supplement: |
https://www.sec.gov/Archives/edgar/data/70858/000148105723004390/form424b2.htm |
* Subject
to change prior to the Pricing Date.
† Subject
to adjustment. Please see the Preliminary Pricing Supplement for further details. |
Redemption Amount Determination
(assuming
the Notes have not been automatically called)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004458_image_002-bac.jpg)
Hypothetical Returns at Maturity
Underlying Return of the
Least Performing Underlying |
Redemption
Amount per Note(2) |
Return
on the Notes(1) |
60.00% |
$1,005.833 |
0.5833% |
50.00% |
$1,005.833 |
0.5833% |
40.00% |
$1,005.833 |
0.5833% |
30.00% |
$1,005.833 |
0.5833% |
20.00% |
$1,005.833 |
0.5833% |
10.00% |
$1,005.833 |
0.5833% |
5.00% |
$1,005.833 |
0.5833% |
2.00% |
$1,005.833 |
0.5833% |
0.00% |
$1,005.833 |
0.5833% |
-10.00% |
$1,005.833 |
0.5833% |
-20.00% |
$1,005.833 |
0.5833% |
-25.00% |
$1,005.833 |
0.5833% |
-30.00%(3) |
$1,005.833 |
0.5833% |
-30.01% |
$1,000.000 |
0.0000% |
-40.00%(4) |
$1,000.000 |
0.0000% |
-40.01% |
$599.900 |
-40.0100% |
-50.00% |
$500.000 |
-50.0000% |
-100.00% |
$0.000 |
-100.0000% |
(1)
The “Return on the Notes” is calculated based on the Redemption
Amount and potential final Contingent Coupon Payment, not including any Contingent Coupon Payments paid prior to maturity.
(2)
This amount represents the sum of the principal amount and the final
Contingent Coupon Payment.
(3)
This is the Underlying Return which corresponds to the Coupon Barrier
of the Least Performing Underlying.
(4)
This is the Underlying Return which corresponds to the Threshold Value
of the Least Performing Underlying. |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004458_image_001-bac.jpg)
Risk Factors
| · | Your investment may result in a loss; there is no guaranteed return of principal. |
| · | Your return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any,
over the term of the Notes. |
| · | The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will not
reflect changes in the levels of the Underlyings other than on the Observation Dates. |
| · | The Notes are subject to a potential Automatic Call, which would limit your ability to receive the Contingent
Coupon Payments over the full term of the Notes. |
| · | You may not receive any Contingent Coupon Payments and the Notes do not provide for any regular fixed
coupon payments. |
| · | Because the Notes are linked to the least performing (and not the average performance) of the Underlyings,
you may not receive any return on the Notes and may lose a significant portion or all of your principal amount even if the Observation
Value or Ending Value of one Underlying is greater than or equal to its Coupon Barrier or Threshold Value, as applicable. |
| · | Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity.
|
| · | 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 public offering price you pay for the Notes will exceed their initial estimated value. |
| · | We cannot assure you that a trading market for your Notes will ever develop or be maintained. |
| · | The Notes are subject to risks associated with small-size capitalization companies. |
| · | The Notes are subject to risks associated with foreign securities markets. |
You may revoke your offer to purchase the Notes at any time
prior to the time at which we accept such offer on the date the Notes are priced. We reserve the right to change the terms of, or reject
any offer to purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and
you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we
may reject your offer to purchase.
Please see the Preliminary Pricing Supplement for complete product
disclosure, including related risks and tax disclosure.
This fact sheet is a summary of the terms of the Notes and
factors that you should consider before deciding to invest in the Notes. BofA Finance has filed a registration statement (including preliminary
pricing supplement, product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission, or SEC, for
the offering to which this fact sheet relates. Before you invest, you should read this fact sheet together with the Preliminary Pricing
Supplement dated June 27, 2023, Product Supplement EQUITY-1 dated December 30, 2022 and Prospectus Supplement and Prospectus dated December
30, 2022 to understand fully the terms of the Notes and other considerations that are important in making a decision about investing in
the Notes. If the terms described in the applicable Preliminary Pricing Supplement are inconsistent with those described herein, the terms
described in the applicable Preliminary Pricing Supplement will control. You may get these documents without cost by visiting EDGAR on
the SEC Web site at sec.gov or by clicking on the hyperlinks to each of the respective documents incorporated by reference in the Preliminary
Pricing Supplement. Alternatively, BofA Finance, any agent or any dealer participating in this offering will arrange to send you the Preliminary
Pricing Supplement, Product Supplement EQUITY-1 and Prospectus Supplement and Prospectus if you so request by calling toll-free at 1-800-294-1322.
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