Bank of America Finance sells auto-callable notes tied to GOOG, AMZN, AAPL
BofA Finance LLC, fully guaranteed by Bank of America Corporation, is issuing $4,219,000 of Market Linked, principal-at-risk Securities tied to the lowest performing of Alphabet Class C (GOOG), Amazon.com (AMZN) and Apple (AAPL), maturing in November 2029.
The notes pay no interest and may be auto‑called on scheduled Call Dates if the lowest performing stock is at or above its Starting Price, returning principal plus a fixed Call Premium that increases from 26.40% on the first Call Date up to 105.60% on the Final Calculation Day. If not called and the final price of the lowest stock is between its Starting Price and its Threshold Price, investors receive only principal back.
If that stock finishes below its 75% Threshold Price, repayment is reduced 1% for each 1% decline from its Starting Price, with the possibility of a total loss of principal. The initial estimated value is $955.60 per $1,000 Security, all payments are subject to BofA Finance and BAC credit risk, and the Securities will not be listed on any exchange.
Positive
- None.
Negative
- None.
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Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-268718 and 333-268718-01
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Pricing Supplement
Dated November 21, 2025
(To Prospectus dated December 30, 2022,
Series A Prospectus Supplement dated December 30, 2022 and
Product Supplement No. WF-1 dated March 8, 2023)
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BofA Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Market Linked Securities—Auto-Callable with Contingent Downside
$4,219,000 Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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■ Linked to the Lowest Performing of the Class C capital stock of Alphabet Inc., the common stock of Amazon.com, Inc. and the common stock of Apple Inc. (each referred to as an “Underlying Stock”)
■ Unlike ordinary debt securities, the Securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the Securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the stock closing price of the Lowest Performing Underlying Stock on the relevant Call Date. The Lowest Performing Underlying Stock on any Call Date is the Underlying Stock that has the lowest stock closing price on that Call Date as a percentage of its Starting Price
■ Automatic Call. If the stock closing price of the Lowest Performing Underlying Stock on any Call Date is greater than or equal to its Starting Price, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date. The Call Premium applicable to each Call Date is a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of approximately 26.40% per annum. Please see "Terms of the Securities—Call Dates and Call Premiums" below for the call dates and call premiums
■ Maturity Payment Amount. If the Securities are not automatically called, you will receive a Maturity Payment Amount that could be equal to or less than the principal amount per Security depending on the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day as follows:
■
If the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Starting Price, but greater than or equal to its Threshold Price, you will receive the principal amount of your Securities
■
If the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price, and you will lose more than 25%, and possibly all, of the principal amount of your Securities.
■ The Threshold Price for each Underlying Stock is 75% of its Starting Price
■ Investors may lose a significant portion, or all, of the principal amount
■ Your return on the Securities will depend solely on the performance of the Underlying Stock that is the Lowest Performing Underlying Stock on each Call Date. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably
■ Any positive return on the Securities will be limited to the applicable Call Premium, even if the stock closing price of the Lowest Performing Underlying Stock on the applicable Call Date significantly exceeds its Starting Price. You will not participate in any appreciation of any Underlying Stock beyond the applicable fixed Call Premium
■ All payments on the Securities are subject to the credit risk of BofA Finance LLC (“BofA Finance”), as issuer of the Securities, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Securities
■ Securities will not be listed on any securities exchange
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Public offering price
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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$4,219,000.00
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$108,639.25
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$4,110,360.75
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Wells Fargo Securities
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Terms of the Securities
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Issuer:
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BofA Finance LLC.
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Guarantor:
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BAC.
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Underlying Stocks:
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The Class C capital stock of Alphabet Inc. (Nasdaq Global Select Market symbol: “GOOG”), the common stock of Amazon.com, Inc. (Nasdaq Global Select Market symbol: “AMZN”) and the common stock of Apple Inc. (Nasdaq Global Select Market symbol: “AAPL”).
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Pricing Date:
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November 21, 2025.
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Issue Date:
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November 26, 2025.
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Maturity Date:
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November 27, 2029, subject to postponement as described below in “—Market Disruption Events and Postponement Provisions”. The Securities are not subject to repayment at the option of any holder of the Securities prior to the Maturity Date.
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Denominations:
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$1,000 and any integral multiple of $1,000. References in this pricing supplement to a “Security” are to a Security with a principal amount of $1,000.
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Automatic Call:
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If the stock closing price of the Lowest Performing Underlying Stock on any Call Date is greater than or equal to its Starting Price, the Securities will be automatically called, and on the related Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount per Security plus the Call Premium applicable to the relevant Call Date. The last Call Date is the Final Calculation Day, and payment upon an automatic call on the Final Calculation Day, if applicable, will be made on the Maturity Date.
Any positive return on the Securities will be limited to the applicable Call Premium, even if the stock closing price of the Lowest Performing Underlying Stock on the applicable Call Date significantly exceeds its Starting Price. You will not participate in any appreciation of any Underlying Stock beyond the applicable Call Premium.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Call Dates and Call Premiums:
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The Call Premium applicable to each Call Date is a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of approximately 26.40% per annum.
The actual Call Premium and payment per Security upon an automatic call that are applicable to each Call Date are specified in the table below.
Call Date
Call Premium
Payment per Security upon an Automatic Call
November 27, 2026
26.40% of the principal amount
$1,264.00
December 28, 2026
28.60% of the principal amount
$1,286.00
January 26, 2027
30.80% of the principal amount
$1,308.00
February 26, 2027
33.00% of the principal amount
$1,330.00
March 29, 2027
35.20% of the principal amount
$1,352.00
April 26, 2027
37.40% of the principal amount
$1,374.00
May 26, 2027
39.60% of the principal amount
$1,396.00
June 28, 2027
41.80% of the principal amount
$1,418.00
July 26, 2027
44.00% of the principal amount
$1,440.00
August 26, 2027
46.20% of the principal amount
$1,462.00
September 27, 2027
48.40% of the principal amount
$1,484.00
October 26, 2027
50.60% of the principal amount
$1,506.00
November 26, 2027
52.80% of the principal amount
$1,528.00
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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December 27, 2027
55.00% of the principal amount
$1,550.00
January 26, 2028
57.20% of the principal amount
$1,572.00
February 28, 2028
59.40% of the principal amount
$1,594.00
March 27, 2028
61.60% of the principal amount
$1,616.00
April 26, 2028
63.80% of the principal amount
$1,638.00
May 26, 2028
66.00% of the principal amount
$1,660.00
June 26, 2028
68.20% of the principal amount
$1,682.00
July 26, 2028
70.40% of the principal amount
$1,704.00
August 28, 2028
72.60% of the principal amount
$1,726.00
September 26, 2028
74.80% of the principal amount
$1,748.00
October 26, 2028
77.00% of the principal amount
$1,770.00
November 27, 2028
79.20% of the principal amount
$1,792.00
December 26, 2028
81.40% of the principal amount
$1,814.00
January 26, 2029
83.60% of the principal amount
$1,836.00
February 26, 2029
85.80% of the principal amount
$1,858.00
March 26, 2029
88.00% of the principal amount
$1,880.00
April 26, 2029
90.20% of the principal amount
$1,902.00
May 29, 2029
92.40% of the principal amount
$1,924.00
June 26, 2029
94.60% of the principal amount
$1,946.00
July 26, 2029
96.80% of the principal amount
$1,968.00
August 27, 2029
99.00% of the principal amount
$1,990.00
September 26, 2029
101.20% of the principal amount
$2,012.00
October 26, 2029
103.40% of the principal amount
$2,034.00
November 21, 2029
105.60% of the principal amount
$2,056.00
We refer to November 21, 2029 as the “Final Calculation Day.”
The Call Dates are subject to postponement as described below in “—Market Disruption Events and Postponement Provisions”.
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Call Settlement Date:
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Three business days after the applicable Call Date (as each such Call Date may be postponed as described below in “—Market Disruption Events and Postponement Provisions”, if applicable); provided that the Call Settlement Date for the last Call Date is the Maturity Date.
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Maturity Payment Amount:
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If the Securities are not automatically called, you will be entitled to receive on the Maturity Date a cash payment per Security in U.S. dollars equal to the Maturity Payment Amount. The “Maturity Payment Amount” per Security will equal:
• if the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Starting Price but greater than or equal to its Threshold Price:
$1,000; or
• if the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price:
$1,000 × Performance Factor of the Lowest Performing Underlying Stock on the Final Calculation Day
If the Securities are not automatically called and the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price, you will lose more than 25%, and possibly all, of the principal amount of your Securities on the Maturity Date.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Additional Information about BofA Finance, the Guarantor and the Securities
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•
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Product Supplement No. WF-1 dated March 8, 2023:
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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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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Investor Considerations
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“The Common Stock of Amazon.com, Inc.” and “The Common Stock of Apple Inc.” below.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Selected Risk Considerations
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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●
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The Securities may become linked to the common stock of a company other than an original Underlying Stock Issuer.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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●
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We cannot control actions by an Underlying Stock Issuer.
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We and our affiliates have no affiliation with any Underlying Stock Issuer and have not independently verified any public disclosure of information.
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You have limited anti-dilution protection.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Examples and Returns
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Call Premiums:
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26.40% for the first Call Date, 28.60% for the second Call Date, 30.80% for the third Call Date, 33.00% for the fourth Call Date, 35.20% for the fifth Call Date, 37.40% for the sixth Call Date, 39.60% for the seventh Call Date, 41.80% for the eighth Call Date, 44.00% for the ninth Call Date, 46.20% for the tenth Call Date, 48.40% for the eleventh Call Date, 50.60% for the twelfth Call Date, 52.80% for the thirteenth Call Date, 55.00% for the fourteenth Call Date, 57.20% for the fifteenth Call Date, 59.40% for the sixteenth Call Date, 61.60% for the seventeenth Call Date, 63.80% for the eighteenth Call Date, 66.00% for the nineteenth Call Date, 68.20% for the twentieth Call Date, 70.40% for the twenty-first Call Date, 72.60% for the twenty-second Call Date, 74.80% for the twenty-third Call Date, 77.00% for the twenty-fourth Call Date, 79.20% for the twenty-fifth Call Date, 81.40% for the twenty-sixth Call Date, 83.60% for the twenty-seventh Call Date, 85.80% for the twenty-eighth Call Date, 88.00% for the twenty-ninth Call Date, 90.20% for the thirtieth Call Date, 92.40% for the thirty-first Call Date, 94.60% for the thirty-second Call Date, 96.80% for the thirty-third Call Date, 99.00% for the thirty-fourth Call Date, 101.20% for the thirty-fifth Call Date, 103.40% for the thirty-sixth Call Date and 105.60% for the thirty-seventh Call Date
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Hypothetical Starting Price:
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For each Underlying Stock, $100.00
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Hypothetical Threshold Price:
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For each Underlying Stock, $75.00 (75% of its hypothetical Starting Price)
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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*Not all Call Dates reflected; reflects only the first, thirteenth, twenty fifth and final Call Dates for illustrative purposes only
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Call Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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1st Call Date
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$1,264.00
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26.40%
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2nd Call Date
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$1,286.00
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28.60%
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3rd Call Date
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$1,308.00
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30.80%
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4th Call Date
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$1,330.00
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33.00%
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5th Call Date
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$1,352.00
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35.20%
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6th Call Date
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$1,374.00
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37.40%
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7th Call Date
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$1,396.00
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39.60%
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8th Call Date
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$1,418.00
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41.80%
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9th Call Date
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$1,440.00
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44.00%
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10th Call Date
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$1,462.00
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46.20%
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11th Call Date
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$1,484.00
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48.40%
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12th Call Date
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$1,506.00
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50.60%
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13th Call Date
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$1,528.00
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52.80%
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14th Call Date
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$1,550.00
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55.00%
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15th Call Date
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$1,572.00
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57.20%
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16th Call Date
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$1,594.00
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59.40%
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17th Call Date
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$1,616.00
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61.60%
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18th Call Date
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$1,638.00
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63.80%
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19th Call Date
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$1,660.00
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66.00%
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20th Call Date
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$1,682.00
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68.20%
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21st Call Date
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$1,704.00
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70.40%
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22nd Call Date
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$1,726.00
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72.60%
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23rd Call Date
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$1,748.00
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74.80%
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24th Call Date
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$1,770.00
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77.00%
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25th Call Date
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$1,792.00
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79.20%
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26th Call Date
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$1,814.00
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81.40%
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27th Call Date
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$1,836.00
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83.60%
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28th Call Date
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$1,858.00
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85.80%
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29th Call Date
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$1,880.00
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88.00%
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30th Call Date
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$1,902.00
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90.20%
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31st Call Date
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$1,924.00
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92.40%
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32nd Call Date
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$1,946.00
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94.60%
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33rd Call Date
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$1,968.00
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96.80%
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34th Call Date
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$1,990.00
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99.00%
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35th Call Date
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$2,012.00
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101.20%
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36th Call Date
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$2,034.00
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103.40%
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37th Call Date
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$2,056.00
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105.60%
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Performance Factor of the Lowest Performing Underlying Stock on the Final Calculation Day(1)
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Hypothetical Maturity Payment Amount per Security
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Hypothetical pre-tax total rate of return
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95.00%
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$1,000.00
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0.00%
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90.00%
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$1,000.00
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0.00%
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80.00%
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$1,000.00
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0.00%
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75.00%
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$1,000.00
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0.00%
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74.00%
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$740.00
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-26.00%
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60.00%
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$600.00
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-40.00%
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50.00%
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$500.00
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-50.00%
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25.00%
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$250.00
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-75.00%
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0.00%
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$0.00
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-100.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing price on first Call Date:
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$150.00
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$140.00
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$130.00
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Performance Factor on first Call Date (stock closing price on first Call Date divided by Starting Price):
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150.00%
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140.00%
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130.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all below Starting Price)
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Hypothetical stock closing price on Final Calculation Day (i.e., the Ending Price):
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$115.00
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$110.00
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$105.00
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Performance Factor on Final Calculation Day (Ending Price divided by Starting Price):
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115.00%
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110.00%
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105.00%
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all above Starting Price)
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Hypothetical Ending Price:
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$110.00
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$115.00
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$85.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Performance Factor on Final Calculation Day (Ending Price divided by Starting Price):
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110.00%
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115.00%
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85.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all above Starting Price)
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Hypothetical Ending Price:
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$60.00
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$50.00
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$120.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Performance Factor on Final Calculation Day (Ending Price divided by Starting Price):
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60.00%
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50.00%
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120.00%
|
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
|
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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All disclosures contained in this pricing supplement regarding the Underlying Stocks and the Underlying Stock Issuers have been derived from publicly available sources. Because the Underlying Stocks are registered under the Securities Exchange Act of 1934, the Underlying Stock Issuers are required to periodically file certain financial and other information specified by the Securities and Exchange Commission (SEC). Information provided to or filed with the SEC by the Underlying Stock Issuers can be located through the SEC’s website at sec.gov by reference to the applicable CIK numbers set forth below. This document relates only to the offering of the Securities and does not relate to any offering of Underlying Stock or any other securities of the Underlying Stock Issuers. None of us, the Guarantor, BofAS or any of our other affiliates has made any due diligence inquiry with respect to the Underlying Stock Issuers in connection with the offering of the Securities. None of us, the Guarantor, BofAS or any of our other affiliates has independently verified the accuracy or completeness of the publicly available documents or any other publicly available information regarding the Underlying Stock Issuers and hence makes no representation regarding the same. Furthermore, there can be no assurance that all events occurring prior to the date of this document, including events that would affect the accuracy or completeness of these publicly available documents that could affect the trading prices of the Underlying Stocks, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning an Underlying Stock Issuer could affect the price of the applicable Underlying Stock and therefore could affect your return on the Securities. The selection of the Underlying Stocks is not a recommendation to buy or sell the Underlying Stocks.
None of us, the Guarantor, BofAS or any of our other affiliates makes any representation to you as to the future performance of the Underlying Stocks. You should make your own investigation into the Underlying Stocks.
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The Class C Capital Stock of Alphabet Inc.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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The Common Stock of Amazon.com, Inc.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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The Common Stock of Apple Inc.
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Structuring the Securities
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The Securities are our debt securities, the return on which is linked to the performance of the Underlying Stocks. The related guarantee is BAC’s obligation. Any payments on the Securities, including payment of the Maturity Payment Amount, depend on the credit risk of BofA Finance and BAC and on the performance of the Underlying Stocks. As is the case for all of our and BAC’s respective debt securities, including our market-linked securities, the economic terms of the Securities reflect our and BAC’s actual or perceived creditworthiness at the time of pricing. In addition, because market-linked securities result in increased operational, funding and liability management costs to us and BAC, BAC typically borrows the funds under these types of securities 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 Securities, along with the fees and charges associated with market-linked securities, resulted in the initial estimated value of the Securities on the Pricing Date being less than their public offering price.
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Validity of the Securities
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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U.S. Federal Income Tax Summary
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
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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 Securities for all tax purposes as single financial contracts with respect to the Underlying Stocks. In the opinion of Sidley Austin LLP, our tax counsel, the U.S. federal income tax characterization and treatment of the Securities described herein is a reasonable interpretation of current law.
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Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined on page 71 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the Securities. This capital gain or loss generally will be long-term capital gain or loss if you held the Securities 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 accompanying product supplement), if any, will not apply to Securities that are issued as of the date of this pricing supplement unless such Securities are “delta-one” instruments. Based on our determination that the Securities are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Securities.
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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, the Securities are 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 the Securities.
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FAQ
What are the key terms of Bank of America (BAC) auto-callable notes in this 424B2?
The notes are BofA Finance LLC senior unsecured Securities, fully and unconditionally guaranteed by Bank of America Corporation, with a scheduled maturity date of November 27, 2029. They have a $1,000 denomination, no periodic interest, and are linked to the lowest performing of Alphabet Class C (GOOG), Amazon.com (AMZN) and Apple (AAPL). The total offering size is $4,219,000.
How does the auto-call feature work on BAC’s market-linked Securities?
On each scheduled Call Date, if the stock closing price of the Lowest Performing Underlying Stock is at or above its Starting Price, the notes are automatically called. Investors then receive the $1,000 principal per Security plus the applicable Call Premium. Call Premiums start at 26.40% of principal on November 27, 2026 and increase on a simple, non‑compounding basis up to 105.60% on the Final Calculation Day in November 2029.
What happens at maturity if BAC’s notes are not automatically called?
If the Securities are not called, the Maturity Payment Amount depends on the final price of the Lowest Performing Underlying Stock on the Final Calculation Day. If that price is below its Starting Price but at or above its Threshold Price (set at 75% of the Starting Price for each stock), investors receive only the principal amount per Security. If it is below the Threshold Price, repayment is reduced 1% for each 1% decline from the Starting Price, leading to a significant or total loss of principal.
Which stocks underlie these BAC auto-callable Securities and what are their Starting and Threshold Prices?
The Underlying Stocks are: Alphabet Inc. Class C with a Starting Price of $299.65 and a Threshold Price of $224.7375; Amazon.com, Inc. with a Starting Price of $220.69 and a Threshold Price of $165.5175; and Apple Inc. with a Starting Price of $271.49 and a Threshold Price of $203.6175. For payoff purposes, only the Lowest Performing of these three on each Call Date is used.
What are the fees and estimated value for these BAC market-linked notes?
The public offering price is $1,000.00 per Security. The underwriting discount is $25.75 per Security, with total underwriter compensation of $108,639.25 and proceeds to BofA Finance of $974.25 per Security, or $4,110,360.75 in total. The initial estimated value on the Pricing Date is $955.60 per Security, which is less than the public offering price.
What are the main risks of investing in these BAC auto-callable, principal-at-risk Securities?
Key risks include the possibility of losing more than 25% and up to all of principal if the Lowest Performing Underlying Stock finishes below its Threshold Price, no interest payments, and a cap on positive returns at the applicable Call Premium even if the stocks rise substantially. The notes are senior unsecured obligations of BofA Finance, fully guaranteed by BAC, so all payments are subject to their credit risk. The Securities will not be listed on any exchange, and secondary market prices may be below the offering price.
How are investors compensated if an event of default accelerates BAC’s auto-callable notes?
If an Event of Default occurs and the notes are accelerated, the payment equals the amount that would be due if the acceleration date were the Maturity Date. If the default occurs on or before the Final Calculation Day, the calculation agent treats the acceleration date as a Call Settlement Date and prorates the Call Premium based on time elapsed. There is no default interest rate on the Securities.
