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.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_cover.jpg)
Linked to the Least Performing of the
S&P 500® Index and the Dow Jones Industrial Average®
| • | Approximate
3.5 year term. |
| • | Payment on
the Notes will depend on the individual performance of the S&P 500® Index and the
Dow Jones Industrial Average® (each an “Underlying”). |
| • | At maturity,
if the closing level of each Underlying on the Valuation Date is greater than or equal to its Starting Value, you will receive
the greater of (a) 1-to-1 upside exposure to increases in the value of the Least Performing Underlying from its Starting Value and (b)
a payment of $1,310.00. |
| • | If the closing
level of each Underlying on the Valuation Date is less than its Starting Value but greater than or equal to 70% of its Starting
Value, you will receive the principal amount of your Notes at maturity. Otherwise, if either Underlying declines by more than 30%
from its Starting Value, 1:1 downside exposure to decreases in the value of the Least Performing Underlying from its Starting Value, with
up to 100% of the principal at risk. |
| • | No periodic interest payments. |
| • | All payments
on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”),
as issuer, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor. |
| • | The Notes
are expected to price on July 11, 2023, expected to issue on July 13, 2023 and expected to
mature on January 14, 2027. |
| • | 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 $920.00 and $970.00 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-6 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-6 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6 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) |
Proceeds, before expenses, to BofA Finance(2) |
Per Note |
$1,000.00 |
$10.00 |
$990.00 |
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 $990.00 per $1,000 in principal amount of Notes. |
(2) |
The underwriting discount per $1,000 in principal amount of Notes may be as high as $10.00, resulting in proceeds, before expenses, to BofA Finance of as low as $990.00 per $1,000 in principal amount of Notes. |
The Notes and the related guarantee:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_001.jpg)
Selling Agent
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
Terms of the Notes
The Digital Return Plus Notes Linked to
the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average® due January 14, 2027 (the “Notes”)
provide you a return equal to the greater of (a) 1-to-1 upside exposure to increases in the value of the Least Performing Underlying from
its Starting Value and (b) a Digital Payment of $1,310.00, if the Ending Value of each Underlying is greater than or equal to its
Starting Value. If the Ending Value of the Least Performing Underlying is 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. However, if the Ending Value of either Underlying is
less than its Threshold Value, there is full exposure to declines in the Least Performing Underlying from its Starting Value, and you
will lose a significant portion or all of your investment in the Notes. The Notes are not traditional debt securities and it is possible
that you may lose a significant portion or all of your principal amount at maturity. 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 Underlyings, 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 3.5 years. |
Underlyings: |
The S&P 500® Index (Bloomberg symbol: “SPX”) and the Dow Jones Industrial Average® (Bloomberg symbol: “INDU”), each a price return index. |
Pricing Date*: |
July 11, 2023 |
Issue Date*: |
July 13, 2023 |
Valuation Date*: |
January 11, 2027, 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*: |
January 14, 2027 |
Starting Value: |
With respect to each Underlying, its closing level on the pricing date. |
Ending Value: |
With respect to each Underlying, its closing level on the Valuation Date, as determined by the calculation agent. |
Threshold Value: |
With respect to each Underlying, 70% of its Starting Value. |
Digital Payment: |
$1,310.00 per $1,000 in principal amount of Notes, which represents a return of 31.00% over the principal amount. |
Redemption Amount: |
At maturity, the Redemption
Amount per $1,000 in principal amount of Notes will be:
a)
If the Ending Value of the Least Performing Underlying
is greater than or equal to its Starting Value, the greater of:
(i)
and (ii) the Digital Payment;
b)
If the Ending Value of the Least Performing Underlying
is less than its Starting Value but greater than or equal to its Threshold Value:
$1,000.00;
or
c)
If the Ending Value of the Least Performing Underlying
is less than its Threshold Value:
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_003.jpg)
In
this case, the Redemption Amount will be less than 70% of the principal amount and could be zero. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance. |
Selling Agent: |
BofAS |
CUSIP: |
09711A7F9 |
Underlying Return: |
With
respect to each Underlying, ![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_004.jpg)
|
|
DIGITAL RETURN PLUS NOTES | PS-2 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
Least Performing Underlying: |
The
Underlying with the lowest 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 of BofA Finance LLC—Events of Default and Rights of Acceleration; Covenant Breaches” on page 54 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 Underlyings. 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, and the hedging related charges described below (see “Risk Factors” beginning
on page PS-6), 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-6 and “Structuring the Notes” on page PS-16.
|
DIGITAL RETURN PLUS NOTES | PS-3 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
Redemption Amount Determination
On the Maturity Date, you will receive
a cash payment per $1,000 in principal amount of Notes determined as follows:
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_gt.jpg)
All payments described above are
subject to Issuer and Guarantor credit risk.
|
DIGITAL RETURN PLUS NOTES | PS-4 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
Hypothetical Payout Profile and Examples of Payments
at Maturity
Digital Return Plus Notes Table
The following table is for purposes
of illustration only. It is based on hypothetical values and shows hypothetical
returns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on the Notes based on a hypothetical
Starting Value of 100 for the Least Performing Underlying, a hypothetical Threshold Value of 70 for the Least Performing Underlying, the
Digital Payment of $1,310.00 per $1,000 in principal amount of Notes, and a range of hypothetical Ending Values of the Least Performing
Underlying. The actual amount you receive and the resulting return will depend on the actual Starting Values, Threshold Values and
Ending Values of the Underlyings 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 levels of the Underlyings,
see “The Underlyings” section below. Each Underlying is a price return index and as such its Ending Value will not include
any income generated by dividends paid on the stocks included in that Underlying, which you would otherwise be entitled to receive if
you invested in those stocks directly. In addition, all payments on the Notes are subject to Issuer and Guarantor credit risk.
Ending Value of the
Least Performing Underlying |
Underlying Return of the
Least Performing Underlying |
Redemption
Amount per Note |
Return
on the Notes |
160.00 |
60.00% |
$1,600.00 |
60.00% |
150.00 |
50.00% |
$1,500.00 |
50.00% |
140.00 |
40.00% |
$1,400.00 |
40.00% |
131.00 |
31.00% |
$1,310.00(1) |
31.00% |
120.00 |
20.00% |
$1,310.00 |
31.00% |
110.00 |
10.00% |
$1,310.00 |
31.00% |
105.00 |
5.00% |
$1,310.00 |
31.00% |
102.00 |
2.00% |
$1,310.00 |
31.00% |
100.00(2) |
0.00% |
$1,310.00 |
31.00% |
90.00 |
-10.00% |
$1,000.00 |
0.00% |
80.00 |
-20.00% |
$1,000.00 |
0.00% |
75.00 |
-25.00% |
$1,000.00 |
0.00% |
70.00(3) |
-30.00% |
$1,000.00 |
0.00% |
69.99 |
-30.01% |
$699.90 |
-30.01% |
50.00 |
-50.00% |
$500.00 |
-50.00% |
0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | This amount represents the
Digital Payment. |
| (2) | The hypothetical
Starting Value of 100 used in the table above has been chosen for
illustrative purposes only and does not represent a likely Starting Value for either Underlying. |
| (3) | This is the hypothetical Threshold Value of the Least
Performing Underlying. |
|
DIGITAL RETURN PLUS NOTES | PS-5 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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-6 of the accompanying prospectus supplement and page 7
of the accompanying prospectus, each as identified on page PS-22 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 either Underlying is less than its Threshold Value, you will lose 1% of the principal amount for each 1% that the
Ending Value of the Least Performing Underlying is less than its Starting Value. In that case, you will lose a significant portion or
all of your investment in the Notes. |
| • | 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 either Underlying exceeds its Starting Value or Threshold Value. |
| • | The Redemption Amount will
not reflect the levels of the Underlyings other than on the Valuation Date. The levels of the Underlyings during the term of the Notes
other than on the Valuation Date will not affect payment on the Notes. Notwithstanding the foregoing, investors should generally be aware
of the performance of the Underlyings while holding the Notes, as the performance of the Underlyings
may influence the market value of the Notes. The calculation agent will calculate the Redemption Amount by comparing
only the Starting Value or the Threshold Value, as applicable, to the Ending Value for each Underlying. No other levels of the Underlyings
will be taken into account. As a result, you will receive less than the principal amount at maturity even if the level of each Underlying
has increased at certain times during the term of the Notes before the Least Performing Underlying decreases to a level that is less than
its Threshold Value as of 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 principal amount even if the Ending Value of one Underlying is greater than or equal to its Threshold
Value. Your Notes are linked to the least performing of the Underlyings, and a change in the level of one Underlying may not correlate
with changes in the level of the other Underlying. The Notes are not linked to a basket composed of the Underlyings, where the depreciation
in the level of one Underlying could be offset to some extent by the appreciation in the level of the other Underlying. In the case of
the Notes, the individual performance of each Underlying would not be combined, and the depreciation in the level of one Underlying would
not be offset by any appreciation in the level of the other Underlying. Even if the Ending Value of an Underlying is at or above its Threshold
Value, you will lose a significant portion or all of your principal if the Ending Value of the Least Performing Underlying is below its
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. In addition,
if interest rates increase during the term of the Notes, the Digital Payment (if any) 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 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 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 Least Performing Underlying as compared to its
Starting Value. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be at any
time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective financial obligations as they become
due, you may not receive the amount(s) payable under the terms of the Notes. |
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 of your Notes 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 values of the Underlyings, 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 BAC, 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. |
|
DIGITAL RETURN PLUS NOTES | PS-6 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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 levels of the
Underlyings, changes in the Guarantor’s internal funding rate, and the inclusion in the public offering price of the underwriting
discount, 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 issuance
will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlyings, 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 Underlyings, or futures or options contracts or exchange traded instruments on the Underlyings or
those securities, or other instruments whose value is derived from the Underlyings 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 Underlyings, except to the extent
that BAC’s common stock may be included in the Underlyings, we, the Guarantor and our other affiliates, including BofAS, do not
control any company included in the Underlyings, 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 value of the Underlyings in a manner that could be adverse to your investment in the Notes.
On or before the pricing 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 value of the Underlyings. Consequently, the value of the Underlyings may change subsequent to the pricing date, which may adversely
affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, may also engage in hedging activities that could affect the
value of the Underlyings on the pricing 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 value of the Underlyings, 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 publisher of an Underlying
may adjust that Underlying in a way that affects its levels, and the publisher has no obligation to consider your interests. The
publisher of an Underlying can add, delete, or substitute the components included in that 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
|
DIGITAL RETURN PLUS NOTES | PS-7 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
| • | 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. 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. |
|
DIGITAL RETURN PLUS NOTES | PS-8 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
The Underlyings
All disclosures contained in this pricing
supplement regarding the Underlyings, including, without limitation, their make-up, method of calculation, and changes in their components,
have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, S&P Dow
Jones Indices LLC (“SPDJI”), the sponsor of each of the SPX and INDU. We refer to SPDJI as the “Underlying Sponsor.”
The Underlying Sponsor, which licenses the copyright and all other rights to the Underlyings, has no obligation to continue to publish,
and may discontinue publication of, the Underlyings. The consequences of the Underlying Sponsor discontinuing publication of the applicable
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 any 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 Underlyings. You should make your own investigation into the Underlyings.
The S&P 500® Index
The
SPX includes a representative sample of 500 companies in leading industries of the U.S. economy. The SPX is intended to provide an indication
of the pattern of common stock price movement. The calculation of the level of the SPX is based on the relative value of the aggregate
market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common
stocks of 500 similar companies during the base period of the years 1941 through 1943.
The
SPX includes companies from eleven main groups: Communication Services; Consumer Discretionary; Consumer Staples; Energy; Financials;
Health Care; Industrials; Information Technology; Real Estate; Materials; and Utilities. SPDJI, the sponsor of the SPX, may from time
to time, in its sole discretion, add companies to, or delete companies from, the SPX to achieve the objectives stated above.
Company
additions to the SPX must have an unadjusted company market capitalization of $14.6 billion or more (an increase from the previous requirement
of an unadjusted company market capitalization of $13.1 billion or more).
SPDJI
calculates the SPX by reference to the prices of the constituent stocks of the SPX without taking account of the value of dividends paid
on those stocks. As a result, the return on the Notes will not reflect the return you would realize if you actually owned the SPX constituent
stocks and received the dividends paid on those stocks.
Computation of the SPX
While
SPDJI currently employs the following methodology to calculate the SPX, no assurance can be given that SPDJI will not modify or change
this methodology in a manner that may affect payments on the Notes.
Historically,
the market value of any component stock of the SPX was calculated as the product of the market price per share and the number of then
outstanding shares of such component stock. In March 2005, SPDJI began shifting the SPX halfway from a market capitalization weighted
formula to a float-adjusted formula, before moving the SPX to full float adjustment on September 16, 2005. SPDJI’s criteria for
selecting stocks for the SPX did not change with the shift to float adjustment. However, the adjustment affects each company’s weight
in the SPX.
Under
float adjustment, the share counts used in calculating the SPX reflect only those shares that are available to investors, not all of a
company’s outstanding shares. Float adjustment excludes shares that are closely held by control groups, other publicly traded companies
or government agencies.
In September
2012, all shareholdings representing more than 5% of a stock’s outstanding shares, other than holdings by “block owners,”
were removed from the float for purposes of calculating the SPX. Generally, these “control holders” will include officers
and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control,
strategic partners, holders of restricted shares, ESOPs, employee and family trusts, foundations associated with the company, holders
of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any individual
person who controls a 5% or greater stake in a company as reported in regulatory filings. However, holdings by block owners, such as depositary
banks, pension funds, mutual funds and ETF providers, 401(k) plans of the company, government retirement/pension funds, investment funds
of insurance companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily
be considered part of the float.
Treasury
stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not
part of the float. Shares held in a trust to allow investors in countries outside the country of domicile, such as depositary shares and
Canadian exchangeable shares, are normally part of the float unless those shares form a control block. If a company has multiple classes
of stock outstanding, shares in an unlisted or non-traded class are treated as a control block.
For
each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares by the total shares outstanding.
Available float shares are defined as the total shares outstanding less shares held by control holders. This calculation is subject to
a 5% minimum threshold for control blocks. For example, if a company’s officers and directors hold 3% of the company’s shares,
and no other control group holds 5% of the company’s shares, SPDJI would assign that company an IWF of 1.00, as no control group
meets the 5% threshold. However, if a company’s officers and directors hold 3% of the company’s shares and another control
group holds 20% of the company’s shares, SPDJI would assign an IWF of 0.77, reflecting the fact that 23% of the company’s
outstanding shares are considered to be held for control. As of July 31, 2017, companies with multiple share class lines are no longer
eligible for inclusion in the SPX. Constituents of the SPX prior to July 31, 2017 with multiple share class lines will be grandfathered
in and continue to be included in the SPX. If a constituent company of the SPX reorganizes into a multiple share class line structure,
that company will remain in the SPX at the discretion of the S&P Index Committee in order to minimize turnover.
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DIGITAL RETURN PLUS NOTES | PS-9 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
The
SPX is calculated using a base-weighted aggregate methodology. The level of the SPX reflects the total market value of all component stocks
relative to the base period of the years 1941 through 1943. An indexed number is used to represent the results of this calculation in
order to make the level easier to work with and track over time. The actual total market value of the component stocks during the base
period of the years 1941 through 1943 has been set to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In
practice, the daily calculation of the SPX is computed by dividing the total market value of the component stocks by the “index
divisor.” By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the SPX, it serves
as a link to the original base period level of the SPX. The index divisor keeps the SPX comparable over time and is the manipulation point
for all adjustments to the SPX, which is index maintenance.
Index Maintenance
Index
maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock
dividends, and stock price adjustments due to company restructuring or spinoffs. Some corporate actions, such as stock splits and stock
dividends, require changes in the common shares outstanding and the stock prices of the companies in the SPX, and do not require index
divisor adjustments.
To prevent
the level of the SPX from changing due to corporate actions, corporate actions which affect the total market value of the SPX require
an index divisor adjustment. By adjusting the index divisor for the change in market value, the level of the SPX remains constant and
does not reflect the corporate actions of individual companies in the SPX. Index divisor adjustments are made after the close of trading
and after the calculation of the SPX closing level.
Changes
in a company’s shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch auctions,
or exchange offers are made as soon as reasonably possible. Share changes due to mergers or acquisitions of publicly held companies that
trade on a major exchange are implemented when the transaction occurs, even if both of the companies are not in the same headline index,
and regardless of the size of the change. All other changes of 5.00% or more (due to, for example, company stock repurchases, private
placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes, debt, equity participation units, at-the-market
offerings, or other recapitalizations) are made weekly and are announced on Fridays for implementation after the close of trading on the
following Friday. Changes of less than 5.00% are accumulated and made quarterly on the third Friday of March, June, September, and December,
and are usually announced two to five days prior.
If a
change in a company’s shares outstanding of 5.00% or more causes a company’s IWF to change by five percentage points or more,
the IWF is updated at the same time as the share change. IWF changes resulting from partial tender offers are considered on a case by
case basis.
Historical Performance of the SPX
The following graph sets forth the
daily historical performance of the SPX in the period from January 2, 2018 through June 27, 2023. 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 SPX’s hypothetical Threshold Value of 3,064.89 (rounded to two decimal places), which is 70% of
the SPX’s hypothetical Starting Value of 4,378.41, which was its closing level on June 27, 2023. The actual Starting Value and Threshold
Value will be determined on the pricing date.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_011.jpg)
This historical data on the SPX is not
necessarily indicative of the future performance of the SPX or what the value of the Notes may be. Any historical upward or downward trend
in the level of the SPX during any period set forth above is not an indication that the level of the SPX 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 levels of the SPX.
|
DIGITAL RETURN PLUS NOTES | PS-10 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
License Agreement
S&P® is a registered trademark
of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC (“Dow Jones”). These trademarks have been licensed for use by S&P Dow Jones Indices LLC. “Standard
& Poor’s®,” “S&P 500®” and “S&P®” are trademarks of S&P. These trademarks
have been sublicensed for certain purposes by our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated. The SPX is a product
of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Notes are not sponsored, endorsed,
sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P
Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the Notes
or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability
of the SPX to track general market performance. S&P Dow Jones Indices’ only relationship to Merrill Lynch, Pierce, Fenner &
Smith Incorporated with respect to the SPX is the licensing of the SPX and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its third party licensors. The SPX is determined, composed and calculated by S&P Dow Jones Indices without
regard to us, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or the Notes. S&P Dow Jones Indices have no obligation to take
our needs, BAC’s needs or the needs of Merrill Lynch, Pierce, Fenner & Smith Incorporated or holders of the Notes into consideration
in determining, composing or calculating the SPX. S&P Dow Jones Indices are not responsible for and have not participated in the determination
of the prices and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of the
equation by which the Notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection with
the administration, marketing or trading of the Notes. There is no assurance that investment products based on the SPX will accurately
track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its subsidiaries are not investment
advisors. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell,
or hold such security or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc.
and its affiliates may independently issue and/or sponsor financial products unrelated to the Notes currently being issued by us, but
which may be similar to and competitive with the Notes. In addition, CME Group Inc. and its affiliates may trade financial products which
are linked to the performance of the SPX. It is possible that this trading activity will affect the value of the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE SPX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT
NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL
NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS
TO BE OBTAINED BY US, BAC, BOFAS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE SPX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT
LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN
S&P DOW JONES INDICES AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
|
DIGITAL RETURN PLUS NOTES | PS-11 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
The
Dow Jones Industrial Average®
Unless otherwise stated, all information
on the INDU provided in this pricing supplement is derived from Dow Jones Indexes, the marketing name and a licensed trademark of SPDJI.
The INDU is a price-weighted index, which means an underlying stock’s weight in the INDU is based on its price per share rather
than the total market capitalization of the issuer. The INDU is designed to provide an indication of the composite performance of 30 common
stocks of corporations representing a broad cross-section of U.S. industry. The corporations represented in the INDU tend to be market
leaders in their respective industries and their stocks are typically widely held by individuals and institutional investors.
The INDU is maintained by an Averages
Committee comprised of three representatives of SPDJI and two representatives of The Wall Street Journal (the “WSJ”).
Generally, composition changes occur only after mergers, corporate acquisitions or other dramatic shifts in a component's core business.
When such an event necessitates that one component be replaced, the entire INDU is reviewed. As a result, when changes are made they typically
involve more than one component. While there are no rules for component selection, a stock typically is added only if it has an excellent
reputation, demonstrates sustained growth, is of interest to a large number of investors and accurately represents the sector(s) covered
by the average.
Changes in the composition of the INDU
are made entirely by the Averages Committee without consultation with the corporations represented in the INDU, any stock exchange, any
official agency or us. Unlike most other indices, which are reconstituted according to a fixed review schedule, constituents of the INDU
are reviewed on an as-needed basis. Changes to the common stocks included in the INDU tend to be made infrequently, and the underlying
stocks of the INDU may be changed at any time for any reason. The companies currently represented in the INDU are incorporated in the
United States and its territories and their stocks are listed on the New York Stock Exchange and The Nasdaq Stock Market.
The INDU initially consisted of 12 common
stocks and was first published in the WSJ in 1896. The INDU was increased to include 20 common stocks in 1916 and to include 30 common
stocks in 1928. The number of common stocks in the INDU has remained at 30 since 1928, and, in an effort to maintain continuity, the constituent
corporations represented in the INDU have been changed on a relatively infrequent basis. The INDU includes companies from nine main groups:
Basic Materials; Consumer Goods; Consumer Services; Financials; Healthcare; Industrials; Oil & Gas; Technology; and Telecommunications.
Computation of the INDU
The level of the INDU is the sum of the
primary exchange prices of each of the 30 component stocks included in the INDU, divided by a divisor that is designed to provide a meaningful
continuity in the level of the INDU. Because the INDU is price-weighted, stock splits or changes in the component stocks could result
in distortions in the INDU level. In order to prevent these distortions related to extrinsic factors, the divisor is periodically changed
in accordance with a mathematical formula that reflects adjusted proportions within the INDU. The current divisor of the INDU is published
daily in the WSJ and other publications. In addition, other statistics based on the INDU may be found in a variety of publicly available
sources.
Historical Performance of the INDU
The following graph sets forth the daily
historical performance of the INDU in the period from January 2, 2018 through June 27, 2023. 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 INDU’s hypothetical Threshold Value of 23,748.72 (rounded to two decimal places), which is 70% of the
INDU’s hypothetical Starting Value of 33,926.74, which was its closing level on June 27, 2023. The actual Starting Value, Coupon
Barrier and Threshold Value will be determined on the pricing date.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/28/0001481057-23-004482_image_012.jpg)
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DIGITAL RETURN PLUS NOTES | PS-12 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
This historical data on the INDU is not
necessarily indicative of the future performance of the INDU or what the value of the Notes may be. Any historical upward or downward
trend in the level of the INDU during any period set forth above is not an indication that the level of the INDU 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 levels of the INDU.
License Agreement
S&P® is a registered trademark
of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC (“Dow Jones”). These trademarks have been licensed for use by S&P Dow Jones Indices LLC. “Standard
& Poor’s®,” “Dow Jones Industrial Average®” and “S&P®” are trademarks of S&P.
These trademarks have been sublicensed for certain purposes by our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The INDU is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by Merrill Lynch, Pierce, Fenner
& Smith Incorporated.
The Notes are not sponsored, endorsed,
sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P
Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the holders of the Notes
or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability
of the INDU to track general market performance. S&P Dow Jones Indices’ only relationship to Merrill Lynch, Pierce, Fenner &
Smith Incorporated with respect to the INDU is the licensing of the INDU and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its third party licensors. The INDU is determined, composed and calculated by S&P Dow Jones Indices without
regard to us, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or the Notes. S&P Dow Jones Indices have no obligation to take
our needs, BAC’s needs or the needs of Merrill Lynch, Pierce, Fenner & Smith Incorporated or holders of the Notes into consideration
in determining, composing or calculating the INDU. S&P Dow Jones Indices are not responsible for and have not participated in the
determination of the prices and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation
of the equation by which the Notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection
with the administration, marketing or trading of the Notes. There is no assurance that investment products based on the INDU will accurately
track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its subsidiaries are not investment
advisors. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell,
or hold such security or futures contract, nor is it considered to be investment advice. Notwithstanding the foregoing, S&P Dow Jones
Indices LLC and its affiliates may independently issue and/or sponsor financial products unrelated to the Notes currently being issued
by us, but which may be similar to and competitive with the Notes. In addition, S&P Dow Jones Indices LLC and its affiliates may trade
financial products which are linked to the performance of the INDU. It is possible that this trading activity will affect the value of
the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDU OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT
NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL
NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS
TO BE OBTAINED BY US, BAC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE INDU OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL
S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED
TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P
DOW JONES INDICES AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
|
DIGITAL RETURN PLUS NOTES | PS-13 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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.
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, if any. BofAS will sell the Notes to other broker-dealers that will participate in the offering
and that are not affiliated with us. Each of those broker-dealers may sell the Notes to one or more additional 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 public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $990.00
per $1,000 in principal amount of Notes.
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. The selling agent 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 Underlyings 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.
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.
|
DIGITAL RETURN PLUS NOTES | PS-14 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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.
|
DIGITAL RETURN PLUS NOTES | PS-15 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
Structuring the Notes
The Notes are
our debt securities, the return on which is linked to the performance of the Underlyings. 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 Underlyings, 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-6 above and “Supplemental Use of Proceeds” on page PS-20
of the accompanying product supplement.
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DIGITAL RETURN PLUS NOTES | PS-16 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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 discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus 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 Underlyings 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 Underlyings 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 an 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 an 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 Underlyings and consult your tax advisor regarding the possible consequences to you, if any, if any issuer of a component
stock included in the Underlyings 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.
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DIGITAL RETURN PLUS NOTES | PS-17 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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 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 each 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 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
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DIGITAL RETURN PLUS NOTES | PS-18 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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 Underlyings 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 Underlyings or
the Notes should consult 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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DIGITAL RETURN PLUS NOTES | PS-19 |
Digital Return Plus Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average®
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, except obligations that are subject to any priorities or preferences by law. The related guarantee
will rank equally in right of payment with all of BAC’s other unsecured and unsubordinated obligations, except obligations that
are subject to any priorities or preferences by law, and senior to its subordinated obligations. 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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DIGITAL RETURN PLUS NOTES | PS-20 |
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