BofA Finance LLC
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Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
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Issuer:
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BofA Finance LLC (BofA Finance)
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Guarantor:
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Bank of America Corporation (BAC or the Guarantor)
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Term:
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Approximately 15 months
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Underlying
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Russell 2000® Index (Bloomberg symbol: RTY), a price return index.
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Pricing Date:
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May 28, 2021*
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Issue Date:
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June 3, 2021*
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Denominations:
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$1,000 and any integral multiple of $1,000. References in the pricing supplement to a Security are to a Security with a principal amount of $1,000.
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Redemption Amount:
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See How the Redemption Amount is calculated on page 3
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Maturity Date:
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September 6, 2022*
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Starting Value:
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The closing level of the Underlying on the Pricing Date, as determined by the calculation agent.
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Ending Value:
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The closing level of the Underlying on the Valuation Date, as determined by the calculation agent.
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Maximum Return:
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Within the range of 9.00% to 11.00% of the principal amount per Security ($90.00 to $110.00 per Security), to be determined on the Pricing Date
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Threshold Value:
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92.50% of the Starting Value
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Upside Participation Rate:
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200%
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Valuation Date:
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August 29, 2022*
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Calculation Agent:
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BofA Securities, Inc. (BofAS), an affiliate of BofA Finance
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Underwriting Discount:
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2.275%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 1.25% and WFA will receive a distribution expense fee of 0.075%. In addition, in respect of certain Securities sold in this offering, BofA Securities, Inc. may pay a fee of up to $1.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
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CUSIP:
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09709UHU5
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Linked to the Russell 2000® Index
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Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the Securities provide for a Redemption Amount that may be greater than, equal to or less than the principal amount of the Securities, depending on the performance of the Underlying from its Starting Value to its Ending Value. The Redemption Amount will reflect the following terms:
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If the level of the Underlying increases:
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If the level of the Underlying decreases but the decrease is not more than 7.50%:
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If the level of the Underlying decreases by more than 7.50%:
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Investors may lose up to 92.50% of the principal amount
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All payments on the Securities are subject to the credit risk of BofA Finance and BAC
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No periodic interest payments or dividends
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The Securities will not be listed on any securities exchange.
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Hypothetical
Ending Value
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Hypothetical
percentage change
from the hypothetical
Starting Value to the hypothetical Ending Value
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Hypothetical
Redemption Amount
payable at
maturity
per Security
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Hypothetical
pre-tax total
rate of return
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175.00
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75.00%
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$1,100.00
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10.00%
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150.00
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50.00%
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$1,100.00
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10.00%
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140.00
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40.00%
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$1,100.00
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10.00%
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130.00
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30.00%
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$1,100.00
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10.00%
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120.00
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20.00%
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$1,100.00
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10.00%
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105.00
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5.00%
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$1,100.00(1)
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10.00%
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102.00
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2.00%
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$1,040.00
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4.00%
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100.00(2)
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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92.50(3)
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-7.50%
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$1,000.00
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0.00%
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91.50
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-8.50%
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$990.00
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-1.00%
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80.00
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-20.00%
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$875.00
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-12.50%
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70.00
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-30.00%
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$775.00
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-22.50%
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50.00
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-50.00%
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$575.00
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-42.50%
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25.00
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-75.00%
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$325.00
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-67.50%
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If the Ending Value is greater than the Starting Value: $1,000 plus the lesser of:
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If the Ending Value is less than or equal to the Starting Value, but greater than or equal to the Threshold Value: $1,000; or
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If the Ending Value is less than the Threshold Value: $1,000 minus
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Your investment may result in a loss; there is no guaranteed return of principal.
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The return on the Securities will be limited to the Maximum Return.
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The Redemption Amount will not reflect changes in the level of the Underlying other than on the Valuation Date.
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The Securities do not bear interest.
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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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Any payment on the Securities 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 Securities.
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BofA Finance is a finance subsidiary and, as such, has no independent assets, operations or revenues.
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The public offering price 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 BofA Finance, BAC, BofAS or any of our other affiliates or Wells Fargo Securities, LLC (Wells Fargo Securities) and its affiliates would be willing to purchase your Securities in any secondary market (if any exists) at any time.
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BofA Finance cannot assure you that a trading market for your Securities will ever develop or be maintained.
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The Securities are not designed to be short-term trading instruments, and if you attempt to sell the Securities prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount.
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Trading and hedging activities by BofA Finance, the Guarantor and any of our other affiliates, including BofAS, and Wells Fargo Securities and its affiliates, 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 publisher of the Underlying may adjust the Underlying in a way that affects its levels, and the publisher has no obligation to consider your interests.
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The Securities are subject to risks associated with small-size capitalization companies.
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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.
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