Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 28 2023 - 3:49PM
Edgar (US Regulatory)
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Terms of the Notes
The Enhanced Return Notes Linked to the Least Performing of
the Dow Jones Industrial Average® and the S&P 500® Index (the “Notes”) provide a leveraged return if the Ending
Value of the Least Performing Underlying is greater than its Starting Value. If the Ending Value of the Least Performing Underlying is
equal to or less than its Starting Value but greater than or equal to its Threshold Value, you will receive the principal amount of your
Notes at maturity. If the Ending Value of the Least Performing Underlying is less than its Threshold Value, there is full exposure to
declines in the Least Performing Underlying and you will lose a significant portion or all of your investment in the Notes. The Notes
will not pay interest. 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 3 years. |
Underlyings: |
The Dow Jones Industrial Average® (Bloomberg symbol: “INDU”) and the S&P 500 Index (Bloomberg symbol: “SPX”). |
Pricing and Issue Dates*: |
July 26, 2023 and July 31, 2023, respectively. |
Upside Participation Rate: |
115% |
Threshold Value: |
With respect to each Underlying, 70% of its Starting Value. |
Initial Estimated Value Range: |
$920.00 - $970.00 per Note. |
CUSIP: |
09711A7C6 |
Preliminary Pricing Supplement: |
https://www.sec.gov/Archives/edgar/data/1682472/000148105723004469/form424b2.htm |
*Subject to change
Redemption
Amount Determination
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004470_image_002-bac.jpg)
Hypothetical Payout Profile
Underlying Return of the
Least Performing Underlying |
Redemption
Amount per Note |
Return
on the Notes |
60.00% |
$1,690.00 |
69.00% |
50.00% |
$1,575.00 |
57.50% |
40.00% |
$1,460.00 |
46.00% |
30.00% |
$1,345.00 |
34.50% |
20.00% |
$1,230.00 |
23.00% |
10.00% |
$1,115.00 |
11.50% |
5.00% |
$1,057.50 |
5.75% |
2.00% |
$1,023.00 |
2.30% |
0.00% |
$1,000.00 |
0.00% |
-10.00% |
$1,000.00 |
0.00% |
-20.00% |
$1,000.00 |
0.00% |
-30.00%(1) |
$1,000.00 |
0.00% |
-30.01% |
$699.90 |
-30.01% |
-50.00% |
$500.00 |
-50.00% |
-100.00% |
$0.00 |
-100.00% |
(1)
This is the Underlying Return of the Least Performing Underlying which corresponds to the Threshold Value.
|
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004470_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 may be less than the yield on a conventional debt security of comparable maturity.
|
| · | The Notes do not bear interest. |
| · | The Redemption Amount will not reflect changes in the levels of the Underlying other than on the Valuation
Date. |
| · | 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 investment in the Notes even if the Ending
Value of one Underlying is greater than or equal to its 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 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. |
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 28, 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 Preliminary Pricing Supplement are inconsistent with those described herein, the terms described
in the 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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