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 one year (unless earlier called)
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Underlyings:
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The Russell 2000® Index (Bloomberg symbol: RTY) and Nasdaq-100 Index® (Bloomberg symbol: NDX), each a price return index.
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Pricing Date:
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June 29, 2021
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Issue Date:
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July 2, 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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Contingent Coupon Payments:
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See How Contingent Coupon Payments are calculated on page 2
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Contingent Coupon Rate:
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9.25% per annum, which equals 0.77084% per month
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Automatic Call:
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See How to determine if the Securities will be automatically called on page 2
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Observation Dates:
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Monthly, on the 24th day of each month, commencing July 2021 and ending May 2022, and the Valuation Date. We refer to June 24, 2022 as the Valuation Date.
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Redemption Amount:
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See How the Redemption Amount is calculated on page 2
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Maturity Date:
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June 29, 2022
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Lowest Performing Underlying
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See How the Lowest Performing Underlying is determined on page 2
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Starting Value:
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With respect to the Russell 2000® Index: 2,308.837, its closing level on the Pricing Date
With respect to the Nasdaq-100 Index®: 14,572.75, its closing level on the Pricing Date
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Ending Value:
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For each Underlying, its closing level on the Valuation Date
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Coupon Barrier:
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With respect to the Russell 2000® Index: 1,847.0696, which is equal to 80% of its Starting Value.
With respect to the Nasdaq-100 Index®: 11,658.20, which is equal to 80% of its Starting Value.
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Threshold Value:
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With respect to the Russell 2000® Index: 1,847.0696, which is equal to 80% of its Starting Value.
With respect to the Nasdaq-100 Index®: 11,658.20, which is equal to 80% of its Starting Value.
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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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1.275%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 0.75% 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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09709ULT3
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Linked to the lowest performing of the Russell 2000® Index and the Nasdaq-100 Index®
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Unlike ordinary debt securities, the Securities do not provide for fixed payments of interest, do not repay a fixed amount of principal on the Maturity Date and are subject to potential automatic call prior to the Maturity Date upon the terms described below. Whether the Securities pay a Contingent Coupon, whether the Securities are automatically called prior to the Maturity Date and, if they are not automatically called, whether you are repaid the principal amount of your Securities on the Maturity Date will depend in each case on the closing level of the Lowest Performing Underlying on the relevant Observation Date. The Lowest Performing Underlying on any Observation Date is the Underlying that has the lowest closing level on that Observation Date as a percentage of its Starting Value
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Contingent Coupon. The Securities will pay a Contingent Coupon Payment on a monthly basis until the earlier of the Maturity Date or automatic call if, and only if, the closing level of the Lowest Performing Underlying on the Observation Date for that month is greater than or equal to its Coupon Barrier. However, if the closing level of the Lowest Performing Underlying on an Observation Date is less than its Coupon Barrier, you will not receive any Contingent Coupon Payment for the relevant month. If the closing level of the Lowest Performing Underlying is less than its Coupon Barrier on every Observation Date, you will not receive any Contingent Coupon Payments throughout the entire term of the Securities. The Coupon Barrier for each Underlying is equal to 80% of its Starting Value. The Contingent Coupon Rate is 9.25% per annum
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Automatic Call. If the closing level of the Lowest Performing Underlying on any of the monthly Observation Dates from December 2021 to May 2022, inclusive, is greater than or equal to its Starting Value, we will automatically call the Securities for the principal amount plus a final Contingent Coupon Payment
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Potential Loss of Principal. If the Securities are not automatically called prior to the Maturity Date, you will receive the principal amount on the Maturity Date if, and only if, the closing level of the Lowest Performing Underlying on the Valuation Date is greater than or equal to its Threshold Value. If the closing level of the Lowest Performing Underlying on the Valuation Date is less than its Threshold Value, you will lose more than 20%, and possibly all, of the principal amount of your Securities. The Threshold Value for each Underlying is equal to 80% of its Starting Value
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If the Securities are not automatically called prior to the Maturity Date, you will have full downside exposure to the Lowest Performing Underlying from its Starting Value if its closing level on the Valuation Date is less than its Threshold Value, but you will not participate in any appreciation of either underlying and will not receive any dividends on securities included in either underlying
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Your return on the Securities will depend solely on the performance of the Underlying that is the Lowest Performing Underlying on each Observation Date. You will not benefit in any way from the performance of the better performing Underlying. Therefore, you will be adversely affected if either underlying performs poorly, even if the other Underlying performs favorably
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All payments on the Securities are subject to credit risk, and you will have no ability to pursue any securities included in either underlying for payment; if BofA Finance LLC, as issuer, and Bank of America Corporation, as guarantor default on their obligations, you could lose some or all of your investment
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No exchange listing; designed to be held to maturity
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If the Ending Value of the Lowest Performing Underlying on the Valuation Date is greater than or equal to its Threshold Value: $1,000; or
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If the Ending Value of the Lowest Performing Underlying on the Valuation Date is less than its Threshold Value:
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Hypothetical performance factor of Lowest Performing Underlying on Valuation Date
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Hypothetical Redemption Amount per Security
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175.00%
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$1,000.00
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160.00%
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$1,000.00
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150.00%
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$1,000.00
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140.00%
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$1,000.00
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130.00%
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$1,000.00
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120.00%
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$1,000.00
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110.00%
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$1,000.00
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100.00%
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$1,000.00
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90.00%
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$1,000.00
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80.00%
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$1,000.00
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79.00%
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$790.00
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70.00%
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$700.00
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60.00%
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$600.00
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50.00%
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$500.00
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40.00%
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$400.00
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30.00%
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$300.00
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25.00%
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$250.00
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Your investment may result in a loss; there is no guaranteed return of principal.
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Your return on the Securities is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Securities.
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The Securities are subject to a potential automatic call, which would limit your ability to receive the Contingent Coupon Payments over the full term of the Securities.
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You may not receive any Contingent Coupon Payments.
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Because the Securities are linked to the lowest performing (and not the average performance) of the Underlyings, you may not receive any return on the Securities and may lose a significant portion or all of your principal amount even if the closing level of one Underlying is always greater than or equal to its Coupon Barrier or Threshold Value, as applicable.
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Higher Contingent Coupon Rates are associated with greater risk.
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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 Contingent Coupon Payment, payment upon automatic call or Redemption Amount, as applicable, will not reflect the levels of the Underlyings other than on the Observation Dates.
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Any payment on the Securities is subject to the credit risk of BofA Finance, as issuer, and BAC, as Guarantor, and actual or perceived changes in BofA Finance 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 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 WFS or 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 WFS 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 an Underlying may adjust that 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 Securities are subject to risks associated with foreign securities markets.
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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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