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FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement Nos. 333-268718 and 333-268718-01
Dated May 27, 2025
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SUMMARY TERMS |
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Issuer: |
BofA Finance |
Guarantor: |
BAC |
Underlying shares: |
The Energy Select Sector SPDR® Fund (Bloomberg symbol: “XLE”), the Financial Select Sector SPDR® Fund (Bloomberg symbol: “XLF”) and the Utilities Select Sector SPDR® Fund (Bloomberg symbol “XLU”) |
Stated principal amount: |
$1,000.00 per security |
Issue price: |
$1,000.00 per security |
Pricing date: |
May 30, 2025 |
Original issue date: |
June 4, 2025 (3 business days after the pricing date) |
Maturity date: |
June 4, 2031 |
Early redemption: |
If, on any quarterly determination date prior to the final determination date, beginning on June 8, 2026, the determination closing price of each of the underlying shares is greater than or equal to its respective call threshold price, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed. |
Early redemption payment: |
The early redemption payment for each quarterly determination date prior to the final determination date will be an amount in cash per stated principal amount corresponding to a return of approximately at least 9.75% per annum. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. |
Determination
closing price: |
For each of the underlying shares, the closing price of such underlying shares on any redemption determination date other than the final determination date times the adjustment factor for such underlying shares on such redemption determination date. |
Payment at maturity: |
If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:
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If the final share price of each of the underlying shares is greater than or equal to its respective call threshold price:
At least $1,585.00 (set on the pricing date)
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If the final share price of any of the underlying shares is less than its respective call threshold price:
$1,000 × share performance factor of the worst performing of the underlying shares
Under these circumstances, the payment at maturity will be less than 90% of the stated principal amount of the securities and could be zero.
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Initial share price: |
For each of the underlying shares, the closing price of such underlying shares on the pricing date. |
Final share price: |
For each of the underlying shares, the closing price of such underlying shares on the final determination date times the adjustment factor for such underlying shares on such date. |
Worst performing of the underlying shares: |
The underlying shares with the largest percentage decrease from the respective initial share price to the respective final share price. |
Share performance factor: |
With respect to each of the underlying shares, its final share price divided by its initial share price. |
Adjustment factor: |
With respect to each of the underlying shares, 1.0, subject to adjustment in the event of certain events affecting such underlying shares 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. |
Determination dates: |
Quarterly. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. We also refer to May 30, 2031 as the final determination date.
The determination 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. |
Early redemption dates: |
Quarterly, beginning on June 11, 2026 and ending on March 5, 2031. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. |
Call threshold price: |
With respect to each of the underlying shares, 90% of its initial share price for such underlying shares. |
CUSIP / ISIN: |
09711HLL5 / US09711HLL59 |
Listing: |
The securities will not be listed on any securities exchange.
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Estimated value on the pricing date: |
Expected to be between $900.00 and $955.00 per $1,000 in principal amount of securities. See “Structuring the securities” in the preliminary pricing supplement.
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Preliminary pricing supplement |
Hypothetical Payment at Maturity (if the securities have not been previously redeemed) |
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Change in the Performance of the Worst Performing of the Underlying Shares |
Payment at Maturity |
+50.00% |
At least $1,585.00 (set on the pricing date) |
+40.00% |
At least $1,585.00 (set on the pricing date) |
+30.00% |
At least $1,585.00 (set on the pricing date) |
+20.00% |
At least $1,585.00 (set on the pricing date) |
+10.00% |
At least $1,585.00 (set on the pricing date) |
0.00% |
At least $1,585.00 (set on the pricing date) |
-10.00% |
$1,000.00 |
-11.00% |
$890.00 |
-20.00% |
$800.00 |
-40.00% |
$600.00 |
-50.00% |
$500.00 |
-60.00% |
$400.00 |
-70.00% |
$300.00 |
-80.00% |
$200.00 |
-90.00% |
$100.00 |
-100.00% |
$0.00 |
The pricing date, issue date and other dates set forth above and on the following page are subject to change, and will be set forth in the final pricing supplement relating to the securities. |
Determination Dates |
Early Redemption Dates |
Early Redemption Payments (per $1,000 Security)* |
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1st determination date: |
June 8, 2026 |
1st early redemption date: |
June 11, 2026 |
At least $1,097.500 |
2nd determination date: |
August 31, 2026 |
2nd early redemption date: |
September 3, 2026 |
At least $1,121.875 |
3rd determination date: |
November 30, 2026 |
3rd early redemption date: |
December 3, 2026 |
At least $1,146.250 |
4th determination date: |
March 1, 2027 |
4th early redemption date: |
March 4, 2027 |
At least $1,170.625 |
5th determination date: |
June 1, 2027 |
5th early redemption date: |
June 4, 2027 |
At least $1,195.000 |
6th determination date: |
August 30, 2027 |
6th early redemption date: |
September 2, 2027 |
At least $1,219.375 |
7th determination date: |
November 30, 2027 |
7th early redemption date: |
December 3, 2027 |
At least $1,243.750 |
8th determination date: |
February 29, 2028 |
8th early redemption date: |
March 3, 2028 |
At least $1,268.125 |
9th determination date: |
May 30, 2028 |
9th early redemption date: |
June 2, 2028 |
At least $1,292.500 |
10th determination date: |
August 30, 2028 |
10th early redemption date: |
September 5, 2028 |
At least $1,316.875 |
11th determination date: |
November 30, 2028 |
11th early redemption date: |
December 5, 2028 |
At least $1,341.250 |
12th determination date: |
February 28, 2029 |
12th early redemption date: |
March 5, 2029 |
At least $1,365.625 |
13th determination date: |
May 30, 2029 |
13th early redemption date: |
June 4, 2029 |
At least $1,390.000 |
14th determination date: |
August 30, 2029 |
14th early redemption date: |
September 5, 2029 |
At least $1,414.375 |
15th determination date: |
November 30, 2029 |
15th early redemption date: |
December 5, 2029 |
At least $1,438.750 |
16th determination date: |
February 28, 2030 |
16th early redemption date: |
March 5, 2030 |
At least $1,463.125 |
17th determination date: |
May 30, 2030 |
17th early redemption date: |
June 4, 2030 |
At least $1,487.500 |
18th determination date: |
August 30, 2030 |
18th early redemption date: |
September 5, 2030 |
At least $1,511.875 |
19th determination date: |
December 2, 2030 |
19th early redemption date: |
December 5, 2030 |
At least $1,536.250 |
20th determination date: |
February 28, 2031 |
20th early redemption date: |
March 5, 2031 |
At least $1,560.625 |
Final determination date: |
May 30, 2031 |
See “Maturity date” above. |
See “Payment at maturity” above. |
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*The actual Early Redemption Payments will be set on the pricing date. |
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Your investment may result in a significant loss; there is no guaranteed return of principal. |
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Any positive investment return on the securities is limited. |
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The securities do not bear interest. |
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The securities are subject to potential early redemption, which would limit your ability to receive further payment on the securities. |
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Your return on the securities may be less than the yield on a conventional debt security of comparable maturity. |
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The early redemption payment or payment at maturity, as applicable, will not reflect changes in the prices of the underlying shares other than on the determination dates. |
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Because the securities are linked to the worst performing (and not the average performance) of the underlying shares, you may not receive any return on the securities and may lose a significant portion or all of your investment in the securities even if the determination closing price or final share price, as applicable, of one of the underlying shares is greater than or equal to its respective call threshold price. |
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Any payments on the securities are subject to our credit risk and the credit risk of the guarantor, and any actual or perceived changes in our or the guarantor’s creditworthiness are expected to affect the value of the securities. |
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We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. |
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The price to public you pay for the securities will exceed their initial estimated value. |
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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 securities in any secondary market (if any exists) at any time. |
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We cannot assure you that a trading market for your securities will ever develop or be maintained. |
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Trading and hedging activities by us, the guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the securities and their market value. |
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. |
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The stocks held by the XLE, the XLF and the XLU are concentrated in three sectors. |
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Adverse conditions in the energy sector may reduce your return on the securities. |
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The stocks of companies in the energy sector are subject to swift price fluctuations. |
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Adverse conditions in the financial sector may reduce your return on the securities. |
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Economic conditions have adversely impacted the stock prices of many companies in the financial services sector. |
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Adverse conditions in the utilities sector may reduce your return on the securities. |
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The anti-dilution adjustments will be limited. |
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The performance of each of the underlying shares may not correlate with the performance of its respective underlying index as well as the net asset value per share of such underlying shares, especially during periods of market volatility. |
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The publisher or the sponsor or investment advisor of each of the underlying shares may adjust such underlying shares in a way that affects its values, and the publisher or the sponsor or investment advisor has no obligation to consider your interests. |
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The U.S. federal income tax consequences of an investment in the securities are uncertain, and may be adverse to a holder of the securities. |