Bank of America 14-month tech-linked notes with 20% buffer
Bank of America Corporation (BAC), via BofA Finance LLC, is offering 1,086,367 market-linked notes at $10 per unit, for a total public offering size of $10,863,670. The notes are senior unsecured debt of BofA Finance, fully and unconditionally guaranteed by BAC, and are not FDIC insured or secured by collateral.
The notes mature in about 14 months, on January 29, 2027, and are linked to an equally weighted basket of four technology-related stocks: NVIDIA, Broadcom, Advanced Micro Devices, and Credo Technology Group. Investors get 1-to-1 upside exposure to basket gains, capped at a maximum return of 33.40% (Capped Value of $13.34 per unit). There are no periodic interest payments.
A 20% downside buffer applies: if the basket falls by 20% or less, investors receive their $10 principal back; below that, losses are 1-to-1 with the decline, with up to 80% of principal at risk. The initial estimated value is $9.53 per unit, below the $10 offering price, reflecting internal funding rates, underwriting discounts of $0.175 per unit and a $0.05 per-unit hedging-related charge. Liquidity may be limited because the notes are not listed on any exchange.
Positive
- None.
Negative
- None.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718 and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and
Product Supplement STOCK LIRN-1
dated March 20, 2025
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1,086,367 Units
$10 principal amount per unit CUSIP No. 09711E381
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Pricing Date
Settlement Date Maturity Date |
November 20, 2025
November 28, 2025
January 29, 2027
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BofA Finance LLC
Capped Notes Linked to a Basket of Four Technology-Related Stocks
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Maturity of approximately 14 months
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1-to-1 upside exposure to increases in the Basket, subject to a capped return of 33.40%
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1-to-1 downside exposure to decreases in the Basket beyond a 20.00% decline, with up to 80.00% of your principal at risk
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The Basket will be comprised of the common stock of NVIDIA Corporation, the common stock of Broadcom Inc., the common stock of Advanced Micro Devices, Inc. and the ordinary shares of Credo Technology Group Holding Ltd (each a “Basket Stock”). Each Basket Stock will be given an equal weight
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All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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No periodic interest payments
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In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$10.000
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$10,863,670.00
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Underwriting discount
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$0.175
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$190,114.22
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Proceeds, before expenses, to BofA Finance
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$9.825
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$10,673,555.78
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Terms of the Notes
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Redemption Amount Determination
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Issuer:
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BofA Finance LLC (“BofA Finance”)
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On the maturity date, you will receive a cash payment per unit determined as follows:
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Guarantor:
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Bank of America Corporation (“BAC”)
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately 14 months
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Underling Stocks:
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An equally weighted basket of four technology-related stocks comprised of the common stock of NVIDIA Corporation (Nasdaq Global Select Market symbol: “NVDA”), the common stock of Broadcom Inc. (Nasdaq Global Select Market symbol: “AVGO”), the common stock of Advanced Micro Devices, Inc. (Nasdaq Global Select Market symbol: “AMD”) and the ordinary shares of Credo Technology Group Holding Ltd (Nasdaq Global Select Market symbol: “CRDO”) (each a “Basket Stock”).
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Starting Value:
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$100.00
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Ending Value:
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The value of the Market Measure on the scheduled calculation day. The scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-26 of the accompanying product supplement.
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Threshold Value:
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80.00 (80.00% of the Starting Value, rounded to two decimal places).
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Participation Rate:
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100%
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Capped Value:
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$13.34 per unit, which represents a return of 33.40% over the principal amount.
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Price Multiplier:
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For each Basket Stock, 1, subject to adjustment for certain corporate events relating to that Basket Stock described
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Capped Notes
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TS-2
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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beginning on PS-22 of the accompanying product supplement.
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Calculation Day:
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January 22, 2027
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Fees and Charges:
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The underwriting discount of $0.175 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in “Structuring the Notes” on page TS-12.
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Calculation Agent:
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BofA Securities Inc. (“BofAS”), an affiliate of BofA Finance.
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Capped Notes
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TS-3
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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●
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Product supplement STOCK LIRN-1 dated March 20, 2025:
https://www.sec.gov/Archives/edgar/data/70858/000119312525058860/d904323d424b5.htm |
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●
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm |
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You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the value of the Basket will increase moderately from the Starting Value to the Ending Value.
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You are willing to risk a loss of principal and return if the value of the Basket decreases from the Starting Value to an Ending Value that is below the Threshold Value.
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You accept that the return on the notes will be capped.
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the Basket Stocks.
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC’s actual and perceived creditworthiness, BAC’s internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, and BAC’s credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.
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You believe that the value of the Basket will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
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You seek 100% principal repayment or preservation of capital.
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You seek an uncapped return on your investment.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the Basket Stocks.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take BAC’s credit risk, as guarantor of the notes.
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Capped Notes
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TS-4
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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This graph reflects the returns on the notes, based on the Participation Rate of 100%, the Threshold Value of 80% of the Starting Value and the Capped Value of $13.34 per unit. The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Basket Stocks, excluding dividends.
This graph has been prepared for purposes of illustration only.
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Ending Value
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Percentage Change from the Starting Value to the Ending Value
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Redemption Amount per Unit
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Total Rate of Return on the Notes
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0.00
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-100.00%
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$2.00
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-80.00%
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25.00
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-75.00%
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$4.50
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-55.00%
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50.00
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-50.00%
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$7.00
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-30.00%
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60.00
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-40.00%
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$8.00
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-20.00%
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70.00
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-30.00%
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$9.00
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-10.00%
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80.00(1)
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-20.00%
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$10.00
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0.00%
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90.00
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-10.00%
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$10.00
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0.00%
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95.00
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-5.00%
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$10.00
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0.00%
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100.00(2)
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0.00%
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$10.00
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0.00%
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102.00
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2.00%
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$10.20
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2.00%
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103.00
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3.00%
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$10.30
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3.00%
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105.00
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5.00%
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$10.50
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5.00%
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110.00
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10.00%
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$11.00
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10.00%
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120.00
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20.00%
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$12.00
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20.00%
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130.00
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30.00%
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$13.00
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30.00%
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133.40
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33.40%
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$13.34(3)
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33.40%
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140.00
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40.00%
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$13.34
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33.40%
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150.00
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50.00%
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$13.34
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33.40%
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160.00
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60.00%
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$13.34
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33.40%
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(1)
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This is the Threshold Value.
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(2)
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The Starting Value was set to 100.00 on the pricing date.
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(3)
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The Redemption Amount per unit cannot exceed the Capped Value.
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Capped Notes
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TS-5
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Example 1
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The Ending Value is 60.00, or 60.00% of the Starting Value:
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Starting Value: 100.00
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Threshold Value: 80.00
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Ending Value: 60.00
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= $8.00 Redemption Amount per unit
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Example 2
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The Ending Value is 90.00, or 90.00% of the Starting Value:
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Starting Value: 100.00
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Threshold Value: 80.00
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Ending Value: 90.00
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Redemption amount (per unit)
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= $10.00, the principal amount, since the Ending Value is less than the Starting Value but equal to or greater than the Threshold Value.
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Example 3
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The Ending Value is 102.00, or 102.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 102.00
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= $10.20 Redemption Amount per unit
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Example 4
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The Ending Value is 140.00, or 140.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 140.00
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= $14.00 , however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $13.34 per unit
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Capped Notes
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TS-6
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Depending on the performance of the Basket as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Changes in the price of one of the Basket Stocks may be offset by changes in the prices of the other Basket Stocks.
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Payments on the notes are subject to our credit risk, and the credit risk of BAC, and actual or perceived changes in our or BAC’s creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
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Your investment return, if any, is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the Basket Stocks.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC’s obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
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The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of the pricing date by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads, and those of BAC, BAC’s internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates 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.
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The public offering price you are paying for the notes exceeds the initial estimated value. 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 the initial estimated value. This is due to, among other things, changes in the value of the Basket, changes in BAC’s internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging-related charge, all as further described in “Structuring the Notes” on page TS-28. 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.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, 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 Market Measure, our and BAC’s creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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BAC and its affiliates’ hedging and trading activities (including trades in the Basket Stocks) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
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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.
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The issuers of the Basket Stocks (each, an “Underlying Company” and together, the “Underlying Companies”) will have no obligations relating to the notes, and none of us, BAC, MLPF&S or BofAS will perform any due diligence procedures with respect to any Underlying Company in connection with this offering.
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Capped Notes
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TS-7
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive shares of the Basket Stocks or dividends or other distributions by the Underlying Companies.
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The payment on the notes will not be adjusted for all corporate events that could affect a Basket Stock. See “Description of the LIRNs—Anti-Dilution Adjustments” beginning on page PS-28 of the accompanying product supplement STOCK LIRN-1.
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While BAC and our other affiliates may from time to time own securities of the Underlying Companies, we, BAC and our other affiliates do not control any Underlying Company, and have not verified any disclosures made by any Underlying Company.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-39 of the accompanying product supplement STOCK LIRN-1.
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Capped Notes
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TS-8
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Basket Stock
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Bloomberg Symbol
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Initial Component Weight
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Closing Market Price(1)
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Component Ratio(1)(2)
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Initial Basket Value Contribution
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NVIDIA Corporation
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NVDA
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25.00%
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180.64
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0.13839681
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25.00
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Broadcom Inc.
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AVGO
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25.00%
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346.82
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0.07208350
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25.00
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Advanced Micro Devices Inc
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AMD
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25.00%
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206.02
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0.12134744
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25.00
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Credo Technology Group Holding Ltd
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CRDO
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25.00%
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134.73
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0.18555630
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25.00
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Starting Value
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100.00
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(1)
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These were theactual Closing Market Prices of the Basket Stocks.
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Capped Notes
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TS-9
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-10
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-11
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-12
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-13
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-14
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-15
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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Capped Notes
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TS-16
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Capped Notes
Linked to a Basket of Four Technology-Related Stocks, due January 29, 2027 |
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the Basket.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning on page 71 of the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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No assurance can be given that the Internal Revenue Service (“IRS”) or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are “delta-one” instruments.
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Capped Notes
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TS-17
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FAQ
What is Bank of America (BAC) offering in this 424B2 note filing?
BofA Finance LLC, guaranteed by Bank of America Corporation (BAC), is issuing 1,086,367 senior unsecured notes at $10 per unit, linked to a basket of four technology-related stocks and maturing on January 29, 2027.
How do returns on BAC's tech basket capped notes work at maturity?
At maturity, if the basket ends above its Starting Value of 100, investors gain 1-to-1 up to the Capped Value of $13.34 per unit (a 33.40% maximum return). If the Ending Value is between the Threshold Value of 80 and 100, investors receive their $10 principal per unit.
What downside protection and risks do these BAC structured notes have?
The notes have a 20% downside buffer: if the basket’s Ending Value is at or above 80, principal is repaid. Below 80, investors lose 1-to-1 with the decline, with up to 80% of principal at risk, and all payments depend on the credit of BofA Finance and BAC.
Which stocks are in the technology basket backing BAC’s notes?
The basket is equally weighted among four stocks: NVIDIA Corporation (NVDA), Broadcom Inc. (AVGO), Advanced Micro Devices, Inc. (AMD), and Credo Technology Group Holding Ltd (CRDO), each initially contributing 25.00 to the Starting Value of 100.00.
Do BAC’s capped notes pay interest or dividends?
No. The notes pay no periodic interest, and investors do not receive dividends or other distributions from the underlying technology stocks. All value comes from the cash payment at maturity based on basket performance.
Why is the initial estimated value of these BAC notes below the $10 offering price?
The initial estimated value is $9.530 per unit, below the $10 public offering price, due to BAC’s internal funding rate, an underwriting discount of $0.175 per unit, and a hedging-related charge of $0.05 per unit, which reduce the economic terms to investors.
Are BAC’s technology basket notes liquid or exchange-listed?
The notes are not listed on any securities exchange and may have limited secondary market liquidity. Any market-making by BofA Securities or affiliates is discretionary and may involve prices below the initial estimated value.