Pricing Supplement
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and
Product Supplement EQUITY-1 dated December 30, 2022)
August 1, 2023
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Filed Pursuant to Rule 424(b)(2)
Series A Registration Statement Nos. 333-268718 and 333-268718-01
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Investment Description
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The Airbag Autocallable Contingent Yield Notes with Memory Coupon linked to the SPDR® S&P 500® ETF Trust (the Underlying) due August 5, 2024 (the Notes) are senior unsecured obligations issued by BofA Finance LLC (BofA Finance), a consolidated finance subsidiary of Bank of America Corporation (BAC or the Guarantor), which are fully and unconditionally guaranteed by the Guarantor. The Notes will pay a Contingent Coupon Payment on each quarterly Coupon Payment Date, plus any previously unpaid Contingent Coupon Payments in respect of any previous Observation Dates pursuant to the Memory Coupon Feature (the quarterly Contingent Coupon Payment and any previously unpaid Contingent Coupon Payments, together, the Contingent Coupon Payment (with Memory)) if, and only if, the Current Underlying Price of the Underlying on the related quarterly Observation Date is greater than or equal to the Coupon Barrier. If the Current Underlying Price of the Underlying on the applicable quarterly Observation Date is less than the Coupon Barrier, no Contingent Coupon Payment will accrue or be paid on the related Coupon Payment Date. Beginning approximately three months after issuance, if the Current Underlying Price of the Underlying on the applicable quarterly Observation Date (other than the Final Observation Date) is greater than or equal to the Initial Value, we will automatically call the Notes and pay you the Stated Principal Amount plus the Contingent Coupon Payment (with Memory), and no further amounts will be owed to you. If the Notes have not previously been automatically called, at maturity, the amount you receive will depend on the Final Value of the Underlying on the Final Observation Date. If the Final Value of the Underlying on the Final Observation Date is greater than or equal to the Downside Threshold, you will receive the Stated Principal Amount at maturity (plus any final Contingent Coupon Payment (with Memory) otherwise due on the Maturity Date). However, if the Notes have not been automatically called prior to maturity and the Final Value of the Underlying on the Final Observation Date is less than the Downside Threshold, you will receive less than the Stated Principal Amount, and possibly nothing, at maturity. In this case, you will be exposed to the downside performance of the Underlying beyond the Threshold Percentage at a rate greater than 1-for-1. Specifically, you will be exposed to a decrease of approximately 1.11111% in your initial investment for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date, with up to a 100% loss of your initial investment. Investing in the Notes involves significant risks. You may lose a substantial portion or all of your initial investment. All payments on the Notes will be based solely on the performance of the Underlying. You will not receive dividends or other distributions paid on any shares or units of the Underlying or on the stocks included in the Underlying, as applicable, or participate in any appreciation of the Underlying. The contingent repayment of the Stated Principal Amount applies only if you hold the Notes to maturity or earlier automatic call. Any payment on the Notes, including any repayment of the Stated Principal Amount, is subject to the creditworthiness of BofA Finance and the Guarantor and is not, either directly or indirectly, an obligation of any third party.
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Features
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Key Dates
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Contingent Coupon Payment — On each quarterly Coupon Payment Date, we will pay you a Contingent Coupon Payment, plus any previously unpaid Contingent Coupon Payments in respect of any previous Observation Dates pursuant to the Memory Coupon Feature, if, and only if, the Current Underlying Price of the Underlying on the related quarterly Observation Date is greater than or equal to the Coupon Barrier. Otherwise, no Contingent Coupon Payment will be paid for that quarter.
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Automatic Call — Beginning approximately three months after issuance, if the Current Underlying Price of the Underlying on the applicable quarterly Observation Date (other than the Final Observation Date) is greater than or equal to the Initial Value, we will automatically call the Notes and pay you the Stated Principal Amount plus the Contingent Coupon Payment (with Memory), and no further amounts will be owed to you. If the Notes are not automatically called, investors will have full downside market exposure to the Underlying at maturity.
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Downside Exposure with Contingent Repayment of Principal at Maturity — If the Notes are not automatically called prior to maturity and the Final Value of the Underlying on the Final Observation Date is greater than or equal to the Downside Threshold, you will receive the Stated Principal Amount at maturity (plus any final Contingent Coupon Payment (with Memory) otherwise due on the Maturity Date). However, if the Final Value of the Underlying on the Final Observation Date is less than the Downside Threshold, you will receive less than the Stated Principal Amount, and possibly nothing, at maturity. In this case, you will be exposed to the downside performance of the Underlying beyond the Threshold Percentage at a rate greater than 1-for-1. Specifically, you will be exposed to a decrease of approximately 1.11111% in your initial investment for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date, up to a 100% loss of your investment.
Any payment on the Notes is subject to the creditworthiness of BofA Finance and the Guarantor.
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Strike Date
July 31, 2023
Trade Date1
August 1, 2023
Issue Date1
August 4, 2023
Observation Dates2
Quarterly, subject to automatic call beginning on October 31, 2023
Final Observation Date2
July 31, 2024
Maturity Date
August 5, 2024
1
See Supplement to the Plan of Distribution; Role of BofAS and Conflicts of Interest in this pricing supplement for additional information.
2
See page PS-7 for additional details.
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NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. BOFA FINANCE IS NOT NECESSARILY OBLIGATED TO REPAY THE STATED PRINCIPAL AMOUNT AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BOFA FINANCE THAT IS GUARANTEED BY BAC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
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YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER RISK FACTORS BEGINNING ON PAGE PS-8 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 BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES. THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE AND MAY HAVE LIMITED OR NO LIQUIDITY.
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Notes Offering
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We are offering Airbag Autocallable Contingent Yield Notes with Memory Coupon linked to the SPDR® S&P 500® ETF Trust due August 5, 2024. Any payment on the Notes will be based solely on the performance of the Underlying. The Initial Value, Coupon Barrier and Downside Threshold were determined on the Strike Date. The Notes are our senior unsecured obligations, guaranteed by BAC, and are offered at the Public Offering Price described below.
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Underlying
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Contingent Coupon Rate
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Downside Gearing
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Initial Value
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Coupon Barrier
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Downside Threshold
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Threshold Percentage
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CUSIP / ISIN
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SPDR® S&P 500® ETF Trust (Ticker: SPY)
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10.30% per annum
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Approximately 1.11111
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$457.79
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$412.01, which is 90% of the Initial Value (rounded to two decimal places)
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$412.01, which is 90% of the Initial Value (rounded to two decimal places)
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10.00%
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09710K867 / US09710K8678
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See Summary in this pricing supplement. The Notes will have the terms specified in the accompanying product supplement, prospectus supplement and prospectus, as supplemented by this pricing supplement.
None of the Securities and Exchange Commission (the SEC), any state securities commission, or any other regulatory body has approved or disapproved of these Notes or the guarantee, or passed upon the adequacy or accuracy of this pricing supplement, or the accompanying product supplement, prospectus supplement or prospectus. Any representation to the contrary is a criminal offense. The Notes and the related guarantee of the Notes by the Guarantor are unsecured and are not savings accounts, deposits, or other obligations of a bank. The Notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks.
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Public Offering Price
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Underwriting Discount(1)
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Proceeds (before expenses) to BofA Finance
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Per Note
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$1,000.00
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$1.00
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$999.00
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Total
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$10,000,000.00
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$10,000.00
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$9,990,000.00
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(1) The underwriting discount is $1.00 per Note. BofA Securities, Inc. (BofAS), acting as principal, has agreed to purchase from BofA Finance, and BofA Finance has agreed to sell to BofAS, the aggregate principal amount of the Notes set forth above for $999.00 per Note. UBS Financial Services Inc. (UBS), acting as a selling agent for sales of the Notes, has agreed to purchase from BofAS, and BofAS has agreed to sell to UBS, all of the Notes for $999.00 per Note. UBS will receive an underwriting discount of $1.00 per Note for each Note it sells in this offering. UBS proposes to offer the Notes to the public at a price of $1,000.00 per Note. For additional information on the distribution of the Notes, see Supplement to the Plan of Distribution; Role of BofAS and Conflicts of Interest in this pricing supplement.
The initial estimated value of the Notes is less than the public offering price. The initial estimated value of the Notes as of the Trade Date is $995.20 per $1,000.00 in Stated Principal Amount. See Summary beginning on page PS-4 of this pricing supplement, Risk Factors beginning on page PS-8 of this pricing supplement and Structuring the Notes on page PS-19 of this pricing supplement for additional information. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy.
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UBS Financial Services Inc. |
BofA Securities |
Additional Information about BofA Finance LLC, Bank of America Corporation and the Notes
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You should read carefully this entire pricing supplement and the accompanying product supplement, prospectus supplement and prospectus to understand fully the terms of the Notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the Notes. In particular, you should review carefully the section in this pricing supplement entitled Risk Factors, which highlights a number of risks of an investment in the Notes, to determine whether an investment in the Notes is appropriate for you. If information in this pricing supplement is inconsistent with the product supplement, prospectus supplement or prospectus, this pricing supplement will supersede those documents. You are urged to consult with your own attorneys and business and tax advisors before making a decision to purchase any of the Notes.
The information in the Summary section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. You should rely only on the information contained in this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. None of us, the Guarantor, BofAS or UBS is making an offer to sell these Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this pricing supplement and the accompanying product supplement, prospectus supplement, and prospectus is accurate only as of the date on their respective front covers.
Certain terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement, prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to we, us, our, or similar references are to BofA Finance, and not to BAC (or any other affiliate of BofA Finance). The above-referenced accompanying documents may be accessed at the following links:
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Product Supplement EQUITY-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm |
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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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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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PS-2
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Investor Suitability
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The Notes may be suitable for you if, among other considerations:
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You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire investment.
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You can tolerate a loss of a substantial portion or all of your investment and are willing to make an investment that is subject to leveraged downside market exposure to any decline in the Underlying in excess of the Threshold Percentage.
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You understand and accept the risks associated with the Underlying.
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You believe the Current Underlying Price of the Underlying is likely to be greater than or equal to the Coupon Barrier on the Observation Dates, and, if the Current Underlying Price of the Underlying is not, you can tolerate receiving few or no Contingent Coupon Payments (with Memory) over the term of the Notes.
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You believe the Current Underlying Price of the Underlying will be greater than or equal to the Downside Threshold on the Final Observation Date, and, if the Current Underlying Price of the Underlying is below the Downside Threshold on the Final Observation Date, you can tolerate a loss of all or a substantial portion of your investment.
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You can tolerate fluctuations in the value of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the price of the Underlying.
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You are willing to hold Notes that will be called on the earliest Observation Date (beginning three months after issuance, other than the Final Observation Date) on which the Current Underlying Price of the Underlying is greater than or equal to the Initial Value.
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You are willing to make an investment whose positive return is limited to the Contingent Coupon Payments, regardless of the potential appreciation of the Underlying, which could be significant.
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You are willing and able to hold the Notes to maturity, and accept that there may be little or no secondary market for the Notes.
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You do not seek guaranteed current income from your investment and are willing to forgo dividends or any other distributions paid on the Underlying or on the stocks included in the Underlying, as applicable.
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You are willing to assume the credit risk of BofA Finance and BAC for all payments under the Notes, and understand that if BofA Finance and BAC default on their obligations, you might not receive any amounts due to you, including any repayment of the Stated Principal Amount.
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The Notes may not be suitable for you if, among other considerations:
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You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire investment.
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You cannot tolerate the loss of a substantial portion or all of your initial investment, or you are not willing to make an investment that is subject to the leveraged downside market exposure to any decline in the Underlying in excess of the Threshold Percentage.
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You do not understand or are not willing to accept the risks associated with the Underlying.
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You require an investment designed to guarantee a full return of the Stated Principal Amount at maturity.
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You do not believe the Current Underlying Price of the Underlying is likely to be greater than or equal to the Coupon Barrier on the Observation Dates, or you cannot tolerate receiving few or no Contingent Coupon Payments (with Memory) over the term of the Notes.
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You believe the Current Underlying Price of the Underlying will be less than the Downside Threshold on the Final Observation Date, exposing you to the full downside performance of the Underlying.
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You cannot tolerate fluctuations in the value of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the price of the Underlying.
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You are unwilling to hold Notes that will be called on the earliest Observation Date (beginning three months after issuance, other than the Final Observation Date) on which the Current Underlying Price of the Underlying is greater than or equal to the Initial Value.
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You seek an investment that participates in the full appreciation of the Underlying and whose positive return is not limited to the Contingent Coupon Payments.
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You seek an investment for which there will be an active secondary market.
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You seek guaranteed current income from this investment or prefer to receive the dividends and any other distributions paid on the Underlying or on the stocks included in the Underlying, as applicable.
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You prefer the lower risk of conventional fixed income investments with comparable maturities and credit ratings.
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You are not willing to assume the credit risk of BofA Finance and BAC for all payments under the Notes, including any repayment of the Stated Principal Amount.
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The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should review The Underlying section herein for more information on the Underlying. You should also review carefully the Risk Factors section herein for risks related to an investment in the Notes.
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PS-3
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Summary
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Issuer
BofA Finance
Guarantor
BAC
Public Offering Price
100% of the Stated Principal Amount
Stated Principal Amount
$1,000.00 per Note
Term
Approximately twelve months, unless earlier automatically called
Strike Date
July 31, 2023
Trade Date1
August 1, 2023
Issue Date1
August 4, 2023
Final Observation Date
July 31, 2024
Maturity Date
August 5, 2024
Underlying
SPDR® S&P 500® ETF Trust (Ticker: SPY)
Automatic Call Feature
The Notes will be automatically called if the Current Underlying Price of the Underlying on any Observation Date occurring on or after October 31, 2023 (other than the Final Observation Date) is greater than or equal to the Initial Value.
If the Notes are automatically called, on the applicable Coupon Payment Date we will pay you a cash payment per $1,000.00 Stated Principal Amount equal to the Stated Principal Amount plus the applicable Contingent Coupon Payment (with Memory).
If the Notes are automatically called, no further payments will be made on the Notes.
Observation Dates
See Observation Dates and Coupon Payment Dates on page PS-7.
Coupon Payment Dates
See Observation Dates and Coupon Payment Dates on page PS-7.
Contingent Coupon Payment / Contingent Coupon Rate
If the Current Underlying Price of the Underlying on the applicable quarterly Observation Date is greater than or equal to the Coupon Barrier, then on the related Coupon Payment Date, we will make a Contingent Coupon Payment with respect to that Observation Date plus any previously unpaid Contingent Coupon Payments in respect of any previous Observation Dates pursuant to the Memory Coupon Feature, i.e., the Contingent Coupon Payment (with Memory).
However, if the Current Underlying Price of the Underlying on the applicable quarterly Observation Date is below the Coupon Barrier, no Contingent Coupon Payment will accrue or be payable on the related Coupon Payment Date. Each Contingent Coupon Payment will be in the amount of $25.75 for each $1,000.00 Stated Principal Amount (based on the per annum Contingent Coupon Rate of 10.30%) and will be payable, if applicable, on the related Coupon Payment Date.
Contingent Coupon Payments on the Notes are not guaranteed. We will not pay you the Contingent Coupon Payment for any Observation Date on which the Current Underlying Price of the Underlying on that Observation Date is less than the Coupon Barrier.
Memory Coupon Feature
If a Contingent Coupon Payment is not paid on a Coupon Payment Date (other than the Maturity Date) because the Current Underlying Price of the Underlying is less than the Coupon Barrier on the related Observation Date, such
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Contingent Coupon Payment will be paid on a later Coupon Payment Date if the Current Underlying Price of the Underlying is equal to or greater than the Coupon Barrier on the relevant Observation Date.
For the avoidance of doubt, once a previously unpaid Contingent Coupon Payment has been paid on a later Coupon Payment Date, it will not be paid again on any subsequent Coupon Payment Date.
If the Current Underlying Price of the Underlying is less than the Coupon Barrier on each of the Observation Dates, you will receive no Contingent Coupon Payments during the term of, and will not receive a positive return on, the Notes.
Payment At Maturity (per $1,000.00 Stated Principal Amount)
If the Notes are not automatically called prior to maturity and the Final Value of the Underlying on the Final Observation Date is greater than or equal to the Downside Threshold, on the Maturity Date we will pay you the Stated Principal Amount plus any Contingent Coupon Payment (with Memory).
If the Notes are not automatically called prior to maturity and the Final Value of the Underlying on the Final Observation Date is less than the Downside Threshold, we will pay you a cash payment on the Maturity Date that is less than your Stated Principal Amount and may be zero, resulting in a loss of approximately 1.11111% for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date, equal to:
$1,000 + [$1,000 x Downside Gearing x (Underlying Return + Threshold Percentage)]
Accordingly, you may lose approximately 1.11111% of your Stated Principal Amount of the Notes for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date. You may lose all or a substantial portion of your Stated Principal Amount at maturity, depending on how significantly the Underlying declines.
Underlying Return
Current Underlying Price - Initial Value
Initial Value
Downside Threshold
90% of the Initial Value, as specified on the cover page of this pricing supplement.
Downside Gearing
The quotient of the Initial Value divided by the Downside Threshold, which is approximately 1.11111.
Threshold Percentage
10.00%.
Coupon Barrier
90% of the Initial Value, as specified on the cover page of this pricing supplement.
Initial Value
The Closing Market Price of the Underlying on the Strike Date, as specified on the cover page of this pricing supplement. The Closing Market Price of the Underlying on the Strike Date is higher than its Closing Market Price on the Trade Date.
Price Multiplier
1, subject to adjustment for certain events as described in Description of the Notes Anti-Dilution and Discontinuance Adjustments Relating to ETFs beginning on page PS-28 of the accompanying product supplement.
Current Underlying Price
For any Observation Date, the Closing Market Price of the Underlying on that Observation Date, multiplied by its Price Multiplier, as determined by the calculation agent.
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PS-4
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Final Value
The Current Underlying Price of the Underlying on the Final Observation Date.
Trading Day
As defined on page PS-22 of the accompanying product supplement.
Calculation Agent
BofAS, an affiliate of BofA Finance.
Selling Agents
BofAS and UBS.
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 —Payment at Maturity above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Final Observation Date were the third trading day prior to the date of acceleration. We will also determine whether the final Contingent Coupon Payment is payable based upon the price of the Underlying on the deemed Final Observation Date; any such final Contingent Coupon Payment will be prorated by the calculation agent to reflect the length of the final contingent payment period. 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.
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PS-5
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Investment Timeline
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Strike Date
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The Initial Value of each Underlying is observed, and the Coupon Barrier and Downside Threshold are determined.
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Quarterly (autocallable after three months)
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If the Current Underlying Price of the Underlying on the applicable quarterly Observation Date is greater than or equal to the Coupon Barrier, we will make a Contingent Coupon Payment (with Memory) with respect to that Observation Date on the related Coupon Payment Date.
However, if the Current Underlying Price of the Underlying on the applicable quarterly Observation Date is below the Coupon Barrier, no Contingent Coupon Payment will accrue or be payable on the related Coupon Payment Date. The Notes will be automatically called if the Current Underlying Price of the Underlying on any Observation Date occurring on or after October 31, 2023 (other than the Final Observation Date) is greater than or equal to the Initial Value.
If the Notes are automatically called on any Observation Date, on the related Coupon Payment Date we will pay you a cash payment per $1,000.00 Stated Principal Amount equal to the Stated Principal Amount plus the applicable Contingent Coupon Payment (with Memory).
If the Notes are automatically called, no further payments will be made on the Notes.
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Maturity Date (if not previously automatically called)
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If the Notes are not automatically called prior to maturity, the Final Value of the Underlying will be observed on the Final Observation Date.
If the Final Value of the Underlying on the Final Observation Date is greater than or equal to the Downside Threshold, on the Maturity Date we will pay you the Stated Principal Amount plus any Contingent Coupon Payment (with Memory) otherwise due on the Maturity Date.
If the Final Value of the Underlying on the Final Observation Date is less than the Downside Threshold, on the Maturity Date we will repay less than the Stated Principal Amount of your Notes, resulting in a loss of approximately 1.11111% for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date, calculated as follows:
$1,000.00 + [$1,000.00 × Downside Gearing × (Underlying Return + Threshold Percentage)]
Accordingly, you may lose approximately 1.11111% of your Stated Principal Amount for each 1% decline in the price of the Underlying in excess of the Threshold Percentage from the Strike Date to the Final Observation Date. You may lose all or a substantial portion of your Stated Principal Amount at maturity, depending on how significantly the Underlying declines.
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INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE A SUBSTANTIAL PORTION OR ALL OF YOUR INITIAL INVESTMENT. YOU WILL BE EXPOSED TO THE MARKET RISK OF THE UNDERLYING AND ANY DECLINE IN THE PRICE OF THE UNDERLYING MAY NEGATIVELY AFFECT YOUR RETURN. THE CONTINGENT REPAYMENT OF THE STATED PRINCIPAL AMOUNT APPLIES ONLY IF YOU HOLD THE NOTES TO MATURITY OR EARLIER AUTOMATIC CALL. ANY PAYMENT ON THE NOTES IS SUBJECT TO THE CREDITWORTHINESS OF BOFA FINANCE AND THE GUARANTOR.
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PS-6
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Observation Dates and Coupon Payment Dates
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Observation Dates1
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Coupon Payment Dates
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October 31, 2023
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November 2, 2023
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January 31, 2024
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February 2, 2024
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April 30, 2024
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May 2, 2024
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July 31, 2024 *
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August 5, 2024
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1 The Observation Dates are subject to postponement as set forth in Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates beginning on page PS-23 of the accompanying product supplement.
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PS-7
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Risk Factors
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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 Notes are not automatically called prior to maturity and the Final Value of the Underlying is less than the Downside Threshold, at maturity, you will lose approximately 1.11111% of the Stated Principal Amount for each 1% that the Final Value of the Underlying is less than the Threshold Value. In that case, you will lose some or all of your investment in the Notes. Generally, the longer the Notes remain outstanding, the less likely the Notes will be subject to an automatic call because of the shorter time remaining for the price of the Underlying to recover. The periods in which it is less likely the Notes will be subject to an automatic call generally coincide with a period of greater risk of loss of the Stated Principal Amount on your Notes.
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The limited downside protection provided by the Downside Threshold applies only at maturity. You should be willing to hold your Notes to maturity. If you are able to sell your Notes in the secondary market prior to an automatic call or maturity, you may have to sell them at a loss relative to your initial investment even if the price of the Underlying at that time is equal to or greater than the Downside Threshold. All payments on the Notes are subject to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.
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Your return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes. Your return on the Notes is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent to which the Current Underlying Price or the Final Value of the Underlying exceeds the Coupon Barrier or Initial Value, as applicable. Similarly, the amount payable at maturity or upon an automatic call will never exceed the sum of the Stated Principal Amount and the applicable Contingent Coupon Payment (with Memory), regardless of the extent to which the Final Value or the Current Underlying Price of the Underlying exceeds the Initial Value. In contrast, a direct investment in the Underlying or in the securities included in the Underlying would allow you to receive the benefit of any appreciation in their prices. Any return on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid or distributions made on them.
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The Notes are subject to a potential automatic early call, which would limit your ability to receive the Contingent Coupon Payments over the full term of the Notes. The Notes are subject to a potential automatic early call. Beginning in October 2023, the Notes will be automatically called if, on any Observation Date (other than the Final Observation Date), the Current Underlying Price of the Underlying is greater than or equal to the Initial Value. If the Notes are automatically called prior to the Maturity Date, you will be entitled to receive the Stated Principal Amount and the Contingent Coupon Payment (with Memory) with respect to the applicable Observation Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity to continue to receive Contingent Coupon Payments after the date of automatic call. If the Notes are called prior to the Maturity Date, you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the Notes.
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You may not receive any Contingent Coupon Payments. The Notes do not provide for any regular fixed coupon payments. Investors in the Notes will not necessarily receive any Contingent Coupon Payments on the Notes. If the Current Underlying Price of the Underlying is less than the Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable to that Observation Date (unless payable on a later Coupon Payment Date pursuant to the Memory Coupon Feature). Although the Notes have a Memory Coupon Feature, if the Current Underlying Price of the Underlying is less than the Coupon Barrier on all the Observation Dates during the term of the Notes, you will not receive any Contingent Coupon Payments during the term of the Notes, and you will not receive a positive return on the Notes. Even if all of the Contingent Coupon Payments (with Memory) are paid during the term of the Notes, the payments may be at irregular intervals, and a significant portion of the term of the Notes may pass without any payments being made.
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The Contingent Coupon Payments, Payment at Maturity, or payment upon an automatic call, as applicable, will not reflect the price of the Underlying other than on the Observation Dates. The price of the Underlying during the term of the Notes other than on the Observation Dates will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlying while holding the Notes, as the performance of the Underlying may influence the market value of the Notes. The calculation agent will determine whether each Contingent Coupon Payment is payable and will calculate the payment upon an automatic call or the Payment at Maturity, as applicable, by comparing only the Initial Value, the Coupon Barrier or the Downside Threshold, as applicable, to the Current Underlying Price or the Final Value for the Underlying. No other price of the Underlying will be taken into account. As a result, if the Notes are not automatically called prior to maturity and the Final Value of the Underlying is less than the Downside Threshold, you will receive less than the Stated Principal Amount at maturity even if the price of the Underlying was always above the Downside Threshold prior to the Final Observation Date.
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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 Contingent Coupon Payment (if any) may be less than the yield on a conventional debt security of comparable maturity.
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Any payment on the Notes is subject to our credit risk and the credit risk of the Guarantor, and 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 all payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of the Current Underlying Price or Final Value, as applicable, of the Underlying as compared to the Coupon Barrier, Downside Threshold or Initial Value, as applicable. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be on any payment date, including the Maturity Date. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amounts payable under the terms of the Notes and you could lose all of your initial investment.
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 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 price of the Underlying, an improvement in our or the Guarantor’s credit ratings will not reduce the other investment risks related to the Notes. |
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PS-8
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues. We are a finance subsidiary of the Guarantor, 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.
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The public offering price you are paying for the Notes exceeds their initial estimated value. The initial estimated value of the Notes that is provided on the cover page of this pricing supplement is an estimate only, determined as of the Trade 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 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 price of the Underlying, 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.
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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 Underlying, our and BAC’s creditworthiness and changes in market conditions.
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The price of the Notes that may be paid by BofAS in any secondary market (if BofAS makes a market, which it is not required to do), as well as the price which may be reflected on customer account statements, will be higher than the then-current estimated value of the Notes for a limited time period after the Trade Date. As agreed by BofAS and UBS, for approximately a three-month period after the Trade Date, to the extent BofAS offers to buy the Notes in the secondary market, it will do so at a price that will exceed the estimated value of the Notes at that time. The amount of this excess, which represents a portion of the hedging-related charges expected to be realized by BofAS and UBS over the term of the Notes, will decline to zero on a straight line basis over that three-month period. Accordingly, the estimated value of your Notes during this initial three-month period may be lower than the value shown on your customer account statements. Thereafter, if BofAS buys or sells your Notes, it will do so at prices that reflect the estimated value determined by reference to its pricing models at that time. Any price at any time after the Trade Date will be based on then-prevailing market conditions and other considerations, including the performance of the Underlying and the remaining term of the Notes. However, none of us, the Guarantor, BofAS or any other party 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.
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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.
The development of a trading market for the Notes will depend on the Guarantor’s financial performance and other factors, including changes in the price of the Underlying. The number of potential buyers of your Notes in any secondary market may be limited. We anticipate that BofAS will act as a market-maker for the Notes, but none of us, the Guarantor or BofAS is required to do so. There is no assurance that any party will be willing to purchase your Notes at any price in any secondary market. BofAS may discontinue its market-making activities as to the Notes at any time. To the extent that BofAS engages in any market-making activities, it may bid for or offer the Notes. Any price at which BofAS may bid for, offer, purchase, or sell any Notes may differ from the values determined by pricing models that it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the Notes might otherwise trade in the market. In addition, if at any time BofAS were to cease acting as a market-maker as to the Notes, it is likely that there would be significantly less liquidity in the secondary market. In such a case, the price at which the Notes could be sold likely would be lower than if an active market existed. |
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Economic and market factors have affected the terms of the Notes and may affect the market value of the Notes prior to maturity or an automatic call. Because market-linked notes, including the Notes, can be thought of as having a debt component and a derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Notes at issuance and the market price of the Notes prior to maturity or an automatic call. These factors include the price of the Underlying and the securities included in the Underlying, as applicable; the volatility of the Underlying and the securities included in the Underlying; the dividend rate paid on the Underlying or on the securities included in the Underlying, if applicable; the time remaining to the maturity of the Notes; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; whether the price of the Underlying is currently or has been less than the Coupon Barrier; the availability of comparable instruments; the creditworthiness of BofA Finance, as issuer, and BAC, as guarantor; and the then current bid-ask spread for the Notes and the factors discussed under — Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, and UBS and its affiliates, may create conflicts of interest with you and may affect your return on the Notes and their market value below. These factors are unpredictable and interrelated and may offset or magnify each other.
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Greater expected volatility generally indicates an increased risk of loss. Volatility is a measure of the degree of variation in the price of an Underlying over a period of time. The greater the expected volatility of the Underlying at the time the terms of the Notes are set, the greater the expectation is at that time that you may not receive one or more, or all, Contingent Coupon Payments and that you may lose a significant portion or all of the Stated Principal Amount at maturity. In addition, the economic terms of the Notes, including the Contingent Coupon Rate, the Coupon Barrier and the Downside Threshold, are based, in part, on the expected volatility of the Underlying at the time the terms of the Notes are set, where higher expected volatility will generally be reflected in a higher Contingent Coupon Rate than the fixed rate we would pay on conventional debt securities of the same maturity and/or on other comparable securities and a lower Coupon Barrier and/or lower Downside Threshold as compared to other comparable securities. However, the Underlying’s volatility can change significantly over the term of the Notes. A relatively higher Contingent Coupon Rate generally will be indicative of a greater risk of loss while a lower Coupon Barrier and/or a lower Downside Threshold does not necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupon Payments or a return of principal at maturity. You should be willing to accept the downside market risk of the Underlying and the potential to lose a significant portion or all of your initial investment.
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Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, and UBS and its affiliates, 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, and UBS and its affiliates, may buy or sell shares or units of the Underlying or the securities held by or included in the Underlying, as applicable, or futures or options contracts on the Underlying or those securities, or other listed or over-the-counter derivative instruments linked to the Underlying or those securities. We, the Guarantor or one or more of our other affiliates, including BofAS, and UBS and its affiliates also may issue or underwrite other financial instruments with returns based upon the Underlying. We expect to enter into arrangements or adjust or close out existing transactions
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PS-9
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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. 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.
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The Notes are subject to the market risk of the Underlying. The return on the Notes, which may be negative, is directly linked to the performance of the Underlying and indirectly linked to the value of the securities included in the Underlying. The price of the Underlying can rise or fall sharply due to factors specific to the Underlying and the securities included in the Underlying and the issuers of such securities, such as stock price volatility, earnings and financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and levels, interest rates and economic and political conditions.
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The performance of the SPY may not correlate with the performance of its underlying index (the underlying index) as well as the net asset value per share or unit of the SPY, especially during periods of market volatility. The performance of the SPY and that of its underlying index generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the SPY may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its underlying index . This could be due to, for example, the SPY not holding all or substantially all of the underlying assets included in the underlying index and/or holding assets that are not included in the underlying index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the SPY, differences in trading hours between the SPY (or the underlying assets held by the SPY) and the underlying index, or due to other circumstances. This variation in performance is called the tracking error, and, at times, the tracking error may be significant. In addition, because the shares or units of the SPY are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share or unit of the SPY may differ from its net asset value per share or unit; shares or units of the SPY may trade at, above, or below its net asset value per share or unit. During periods of market volatility, securities held by the SPY may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share or unit of the SPY and the liquidity of the SPY may be adversely affected. Market volatility may also disrupt the ability of market participants to trade shares or units of the SPY. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares or units of the SPY. As a result, under these circumstances, the market value of shares or units of the SPY may vary substantially from the net asset value per share or unit of the SPY.
For the foregoing reasons, the performance of the SPY may not match the performance of its underlying index or the net asset value per share or unit of the SPY over the same period. Because of this variance, the return on the Notes to the extent dependent on the performance of the Underlying may not be the same as an investment directly in the securities included in the underlying index or the same as a debt security with a return linked to the performance of the underlying index. |
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The sponsor or investment advisor of the Underlying may adjust the Underlying in a way that affects its price, and the sponsor or investment advisor has no obligation to consider your interests. The sponsor or investment advisor of the Underlying can add, delete, or substitute the components included in the Underlying or make other methodological changes that could change its price. Any of these actions could adversely affect the value of your Notes.
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The anti-dilution adjustments will be limited. The calculation agent may adjust the Price Multiplier of the SPY and other terms of the Notes to reflect certain actions by that Underlying, as described in the section Description of the Notes—Anti-Dilution and Discontinuance Adjustments Relating to ETFs in the accompanying product supplement. The calculation agent will not be required to make an adjustment for every event that may affect the SPY and will have broad discretion to determine whether and to what extent an adjustment is required.
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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 contingent income-bearing 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
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PS-10
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PS-11
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Hypothetical Examples
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Stated Principal Amount: $1,000.00
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Term: Approximately 12 months, unless earlier automatically called
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Hypothetical Initial Value:
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SPDR® S&P 500® ETF Trust: 100.00
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♦
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Hypothetical Downside Gearing: 1.11111
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Threshold Percentage: 10.00%
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Contingent Coupon Rate: 10.30% per annum (or 2.575% per quarter)
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Quarterly Contingent Coupon Payment: $25.75 per quarter per Note
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Observation Dates: Quarterly, automatically callable (other than on the Final Observation Date) after approximately three months, as set forth on page PS-7 of this pricing supplement
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Hypothetical Coupon Barrier:
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SPDR® S&P 500® ETF Trust: 90.00, which is 90% of its hypothetical Initial Value
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Hypothetical Downside Threshold:
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SPDR® S&P 500® ETF Trust: 90.00, which is 90% of its hypothetical Initial Value
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Example 1 - Notes are automatically called on the second Observation Date.
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Date
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Current Underlying Price of the Underlying
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Payment (per Note)
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SPDR® S&P 500® ETF Trust
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First Observation Date
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68.00 (below Coupon Barrier and Initial Value)
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$0.00 (Notes are not called)
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Second Observation Date
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102.00 (at or above Coupon Barrier and Initial Value)
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$1,051.50 (Payment upon automatic call)
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Total Payment:
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$1,051.50 (5.150% total return)
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The Underlying on the first Observation Date closes below the Coupon Barrier, and as a result no Contingent Coupon Payment is paid on the first Coupon Payment Date. In addition, on the first Observation Date (which is approximately three months after the Trade Date and is the first Observation Date on which the Notes are subject to potential automatic call), the Underlying closes below the Initial Value, and as a result the Notes are not automatically called on the related Coupon Payment Date. On the second Observation Date, the Underlying closes above the Initial Value, and the Notes are automatically called on the related Coupon Payment Date. You will receive on the related Coupon Payment Date a total of $1,051.50 per Note, reflecting the $1,000.00 Stated Principal Amount plus the applicable Contingent Coupon Payment and the previously unpaid Contingent Coupon Payment in respect of the prior Observation Date pursuant to the Memory Coupon Feature for a 5.150% total return on the Notes over two quarters. No further amounts would be owed to you under the Notes, and you would not participate in the appreciation of the Underlying.
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Example 2 - Notes are NOT automatically called and the Final Value of the Underlying on the Final Observation Date is at or above the Downside Threshold and Coupon Barrier.
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Date
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Current Underlying Price of the Underlying / Final Value on the Final Observation Date
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Payment (per Note)
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SPDR® S&P 500® ETF Trust
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First Observation Date
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94.00 (at or above Coupon Barrier; below Initial Value)
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$25.75 (Contingent Coupon Payment - Notes are not called)
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Second to Third Observation Dates
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Various (all below Coupon Barrier and Initial Value)
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$0.00 (Notes are not called)
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Final Observation Date
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91.00 (at or above Coupon Barrier and Downside Threshold)
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$1,077.25 (Stated Principal Amount plus the final Contingent Coupon Payment (with Memory) - Payment at Maturity)
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Total Payment:
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$1,103.00 (10.300% total return)
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PS-12
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The Underlying on the first Observation Date closes above the Coupon Barrier and therefore a Contingent Coupon Payment is paid on the related Coupon Payment Date. However, on the first Observation Date (which is approximately three months after the Trade Date and is the first Observation Date on which the Notes are subject to potential automatic call), the Underlying closes below the Initial Value, and as a result the Notes are not automatically called on the related Coupon Payment Date. On each of the second to third Observation Dates, the Underlying closes below the Coupon Barrier. Therefore, no Contingent Coupon Payment is paid on any related Coupon Payment Date. In addition, on each of the second to third Observation Dates, the Underlying closes below
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the Initial Value, and as a result the Notes are not automatically called. On the Final Observation Date, the Underlying closes at or above the Downside Threshold and the Coupon Barrier. Therefore, at maturity, you would receive a total of $1,077.25 per Note, reflecting the $1,000.00 Stated Principal Amount plus the applicable Contingent Coupon Payment and the previously unpaid Contingent Coupon Payments in respect of the prior Observation Dates pursuant to the Memory Coupon Feature. When added to the total Contingent Coupon Payments of $25.75 received in respect of the prior Observation Dates, you would have been paid a total of $1,103.00 per Note for a 10.300% total return on the Notes over 12 months.
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Example 3 - Notes are NOT automatically called and the Final Value of the Underlying on the Final Observation Date is below the Downside Threshold and Coupon Barrier.
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Date
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Current Underlying Price of the Underlying / Final Value on the Final Observation Date
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Payment (per Note)
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SPDR® S&P 500® ETF Trust
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First Observation Date
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72.00 (below Coupon Barrier and Initial Value)
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$0.00 (Notes are not called)
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Second to Third Observation Dates
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Various (all below Coupon Barrier and Initial Value)
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$0.00 (Notes are not called)
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Final Observation Date
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42.00 (below Coupon Barrier and Downside Threshold)
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$1,000.00 + [1,000.00 × Downside Gearing × (Underlying Return +Threshold Percentage)] =
$1,000.00 + [1,000.00 x 1.11111 x ( -58.00% + 10.00%)] = $466.6672 (Payment at Maturity) |
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Total Payment:
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$466.6672 (-53.33328% total return)
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The Underlying on each Observation Date, including the Final Observation Date, closes below the Coupon Barrier, and as a result no Contingent Coupon Payment is paid on any Coupon Payment Date during the term of the Notes, including the Maturity Date. In addition, on each of the first to third Observation Dates (which are the Observation Dates on which the Notes are subject to potential automatic call), the Underlying closes below the Initial Value, and as a result the Notes are not automatically called. On the Final Observation Date, the Underlying closes below the Downside Threshold and the Coupon Barrier. Therefore, at maturity, we will repay less than the Stated Principal Amount of your Notes at maturity, resulting in a loss of 1.11111% of the Stated Principal Amount for every 1% by which the decline in the price of the Underlying exceeds the Threshold Percentage, and at maturity you will receive $466.6672 per Note for a -53.33328% total return on the Notes over 12 months.
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PS-13
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The Underlying
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PS-14
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PS-15
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PS-16
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Supplement to the Plan of Distribution; Role of BofAS and Conflicts of Interest
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Australia
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Barbados
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Belgium
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Crimea
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Cuba
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Curacao Sint Maarten
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Gibraltar
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Indonesia
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Iran
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Italy
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Kazakhstan
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Malaysia
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New Zealand
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North Korea
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Norway
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Russia
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Saudi Arabia
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Syria
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Venezuela
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PS-17
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PS-18
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Structuring the Notes
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Validity of the Notes
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PS-19
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U.S. Federal Income Tax Summary
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PS-20
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PS-21
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PS-22
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