Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-234425 and 333-234425 -01
This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Securities in any country or jurisdiction where such an offer would not be permitted.
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Preliminary Pricing Supplement
Subject To Completion, dated November 3, 2021
(To Prospectus dated December 31, 2019,
Series A Prospectus Supplement dated December 31, 2019 and
Product Supplement EQUITY-1 dated January 3, 2020)
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BofA Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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■ Linked to the KraneShares CSI China Internet ETF (the Underlying)
■ Unlike ordinary debt securities, the Securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Any return you receive on the Securities and whether they are automatically called will depend on the performance of the Underlying
■ Automatic Call. If the Fund Closing Price of the Underlying on any Observation Date is greater than or equal to the Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Observation Date. The Call Premium applicable to each Observation Date will be a percentage of the principal amount that increases for each Observation Date based on a simple (non-compounding) return of approximately 11.50% to approximately 13.50% per annum (to be determined on the Pricing Date)
Observation Date
Call Premium*
December 5, 2022
11.50% 13.50% of the principal amount
December 4, 2023
23.00% - 27.00% of the principal amount
December 3, 2024
34.50% 40.50% of the principal amount
November 25, 2025 (the Valuation Date)
46.00% - 54.00% of the principal amount
* The actual Call Premium applicable to each Observation Date will be determined on the Pricing Date
■ Redemption Amount. If the Securities are not automatically called, you will receive a Redemption Amount that could be equal to or less than the principal amount per Security depending on the Fund Closing Price of the Underlying on the Valuation Date as follows:
■
If the Fund Closing Price of the Underlying on the Valuation Date is less than the Starting Value, but not by more than 10%, you will receive the principal amount of your securities
■
If the Fund Closing Price of the Underlying on the Valuation Date is less than the Starting Value by more than 10%, you will receive less than the principal amount and have 1-to-1 downside exposure to the decrease in the price of the Underlying in excess of 10%
■ Investors may lose up to 90% of the principal amount
■ Any positive return on the Securities will be limited to the applicable Call Premium, even if the Fund Closing Price of the Underlying on the applicable Observation Date significantly exceeds the Starting Value. You will not participate in any appreciation of the Underlying beyond the applicable fixed Call Premium
■ All payments on the Securities are subject to the credit risk of BofA Finance LLC (BofA Finance), as issuer of the Securities, and Bank of America Corporation (BAC or the Guarantor), as guarantor of the Securities
■ Securities will not be listed on any securities exchange
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Public offering price
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance
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Per Security
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$1,000.00
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$28.25
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$971.75
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Total
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Wells
Fargo Securities
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Terms of the Securities
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Issuer:
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BofA Finance LLC.
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Guarantor:
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BAC.
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Underlying:
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The KraneShares CSI China Internet ETF (Bloomberg symbol: KWEB ).
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Pricing Date:
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November 30, 2021.*
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Issue Date:
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December 3, 2021.* (T+3)
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Denominations:
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$1,000 and any integral multiple of $1,000. References in this pricing supplement to a Security are to a Security with a principal amount of $1,000.
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Automatic Call:
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If the Fund Closing Price of the Underlying on any Observation Date is greater than or equal to the Starting Value, the Securities will be automatically called, and on the related Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount per Security plus the Call Premium applicable to the relevant Observation Date. The last Observation Date is the Valuation Date, and payment upon an automatic call on the Valuation Date, if applicable, will be made on the Maturity Date.
Any positive return on the Securities will be limited to the applicable Call Premium, even if the Fund Closing Price of the Underlying on the applicable Observation Date significantly exceeds the Starting Value. You will not participate in any appreciation of the Underlying beyond the applicable Call Premium.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Observation Dates and Call Premiums:
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The Call Premium applicable to each Observation Date will be a percentage of the principal amount that increases for each Observation Date based on a simple (non-compounding) return of approximately 11.50% to approximately 13.50% per annum (to be determined on the Pricing Date).
The actual Call Premium and payment per Security upon an automatic call that is applicable to each Observation Date will be determined on the Pricing Date and will be within the ranges specified in the table below.
Observation Date
Call Premium
Payment per Security upon an Automatic Call
December 5, 2022*
11.50% 13.50% of the principal amount
$1,115.00 $1,135.00
December 4, 2023*
23.00% - 27.00% of the principal amount
$1,230.00 $1,270.00
December 3, 2024*
34.50% 40.50% of the principal amount
$1,345.00 $1,405.00
November 25, 2025*
46.00% - 54.00% of the principal amount
$1,460.00 $1,540.00
We refer to November 25, 2025* as the Valuation Date.
The Observation Dates are subject to postponement for non-Trading Days and the occurrence of a Market Disruption Event. See —Postponement of an Observation Date below.
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Call Settlement Date:
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Five business days after the applicable Observation Date (as each such Observation Date may be postponed as set forth in —Postponement of an Observation Date below, if applicable); provided that the Call Settlement Date for the last Observation Date is the Maturity Date.
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Maturity Date:
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December 3, 2025.* If the Valuation Date is postponed, the Maturity Date will be the later of (i) December 3, 2025* and (ii) three business days after the Valuation Date as postponed. See —Postponement of an Observation Date below. The Securities are not subject to repayment at the option of any holder of the Securities prior to the Maturity Date.
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Redemption Amount:
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If the Securities are not automatically called, then on the Maturity Date, you will be entitled to receive a cash payment per Security in U.S. dollars equal to the Redemption Amount. The Redemption Amount will be calculated as follows:
• if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value: $1,000; or
• if the Ending Value is less than the Threshold Value: $1,000 minus:
![]() If the Securities are not automatically called and the Ending Value is less than the Threshold Value, you will receive less, and possibly 90% less, than the principal amount of your Securities at maturity.
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Starting Value:
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$ , which is the Fund Closing Price of the Underlying on the Pricing Date.
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Ending Value:
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The Ending Value will be the Fund Closing Price of the Underlying on the Valuation Date.
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Threshold Value:
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$ , which is equal to 90% of the Starting Value.
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Fund Closing Price:
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The Fund Closing Price on any Trading Day means the product of (i) the Closing Price of one share of the Underlying (or one unit of any other security for which a Fund Closing Price must be determined) on such Trading Day and (ii) the Adjustment Factor applicable to the Underlying on such Trading Day.
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Closing Price:
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The Closing Price for one share of the Underlying (or one unit of any other security for which a Closing Price must be determined) on any Trading Day means the official closing price on such day published by the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Underlying (or any such other security) is listed or admitted to trading.
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Adjustment Factor:
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The Adjustment Factor means, with respect to a share of the Underlying (or one unit of any other security for which a Fund Closing Price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the Underlying. See Additional Terms of the Securities—Anti-dilution Adjustments Relating to the Underlying; Alternate Calculation below.
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Postponement of an Observation Date:
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The Observation Dates (including the Valuation Date) are each referred to as a Observation Date. If any Observation Date is not a Trading Day (as defined below under Additional Terms of the Securities -- Certain Definitions), such Observation Date will be postponed to the next succeeding Trading Day. An Observation Date is also subject to postponement due to the occurrence of a Market Disruption Event on such Observation Date. See Additional Terms of the Securities—Market Disruption Events.
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Calculation Agent:
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BofA Securities, Inc. (BofAS), an affiliate of BofA Finance.
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Selling Agents:
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BofAS and Wells Fargo Securities, LLC (WFS)
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of the Securities, see U.S. Federal Income Tax Summary.
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CUSIP:
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09709UUC0
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* Subject to change
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Additional Information about BofA Finance, the Guarantor and the Securities
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Product Supplement EQUITY-1 dated January 3, 2020:
https://www.sec.gov/Archives/edgar/data/70858/000119312520001483/d836196d424b5.htm |
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Series A MTN prospectus supplement dated December 31, 2019 and prospectus dated December 31, 2019:
https://www.sec.gov/Archives/edgar/data/70858/000119312519326462/d859470d424b3.htm |
Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Investor Considerations
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Hypothetical Payout Profile
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Risk Factors
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Hypothetical Returns
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Hypothetical Observation Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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1st Observation Date
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$1,125.00
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12.50%
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2nd Observation Date
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$1,250.00
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25.00%
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3rd Observation Date
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$1,375.00
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37.50%
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4th Observation Date
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$1,500.00
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50.00%
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Hypothetical
Ending Value |
Hypothetical percentage change from the hypothetical Starting Value to the hypothetical Ending Value
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Hypothetical Redemption Amount per Security
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Hypothetical pre-tax total rate of return
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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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$90.00
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-10.00%
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$1,000.00
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0.00%
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$89.00
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-11.00%
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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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$900.00
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-10.00%
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$75.00
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-25.00%
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$850.00
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-15.00%
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$50.00
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-50.00%
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$600.00
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-40.00%
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$25.00
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-75.00%
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$350.00
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-65.00%
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$0.00
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-100.00%
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$100.00
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-90.00%
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Hypothetical Payment Upon An Automatic Call
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Hypothetical Starting Value:
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$100.00
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Hypothetical Fund Closing Price on first Observation Date:
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$125.00
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Hypothetical Starting Value:
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$100.00
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Hypothetical Fund Closing Price on Observation Dates prior to the Valuation Date:
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Various (all below Starting Value)
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Hypothetical Fund Closing Price on Valuation Date:
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$120.00
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Hypothetical Redemption Amount
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Hypothetical Starting Value:
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$100.00
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Hypothetical Ending Value:
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$95.00
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Hypothetical Threshold Value:
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$90.00, which is 90% of the hypothetical Starting Value
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Hypothetical Starting Value:
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$100.00
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Hypothetical Ending Value:
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$50.00
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Hypothetical Threshold Value:
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$90.00, which is 90% of the hypothetical Starting Value
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Additional Terms of the Securities
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(A)
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The occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Stock Exchange or otherwise relating to the shares (or other applicable securities) of the Underlying or any successor fund on the Relevant Stock Exchange at any time during the one-hour period that ends at the close of trading on such day, whether by reason of movements in price exceeding limits permitted by such Relevant Stock Exchange or otherwise.
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(B)
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The occurrence or existence of a material suspension of or limitation imposed on trading by any Related Futures or Options Exchange or otherwise in futures or options contracts relating to the shares (or other applicable securities) of the Underlying or any successor fund on any Related Futures or Options Exchange at any time during the one-hour period that ends at the close of trading on that day, whether by reason of movements in price exceeding limits permitted by the Related Futures or Options Exchange or otherwise.
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(C)
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The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, shares (or other applicable securities) of the Underlying or any successor fund on the Relevant Stock Exchange at any time during the one-hour period that ends at the close of trading on that day.
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(D)
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The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to shares (or other applicable securities) of the Underlying or any successor fund on any Related Futures or Options Exchange at any time during the one-hour period that ends at the close of trading on that day.
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(E)
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The closure of the Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the Underlying or any successor fund prior to its scheduled closing time unless the earlier closing time is announced by the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, and (2) the submission deadline for orders to be entered into the Relevant Stock Exchange or Related Futures or Options Exchange, as applicable, system for execution at the close of trading on that day.
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(F)
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The Relevant Stock Exchange or any Related Futures or Options Exchange with respect to the Underlying or any successor fund fails to open for trading during its regular trading session.
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(1)
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close of trading means the scheduled closing time of the Relevant Stock Exchange with respect to the Underlying or any successor fund; and
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(2)
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the scheduled closing time of the Relevant Stock Exchange or any Related Futures or Options Exchange on any Trading Day for the Underlying or any successor fund means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures or Options Exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours.
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to KraneShares CSI China Internet ETF dueDecember 3, 20254
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to KraneShares CSI China Internet ETF dueDecember 3, 20254
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to KraneShares CSI China Internet ETF dueDecember 3, 20254
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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The KraneShares CSI China Internet ETF
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For Hong Kong-listed securities, the primary listing of the security is on the Hong Kong Stock Exchange (main exchange or the
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Growth Enterprise Market);
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The security has been listed for more than 3 months, unless the market value of its initial public offering (IPO) exceeds 3 billion USD; and
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The security is issued by a Chinese company that meets one of the following criteria: (i) is incorporated in mainland China, (ii) has its operation center in mainland China, or (iii) derives at least 50% of its revenue from mainland China.
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Securities whose average daily closing price in the most recent year is less than 0.1 HKD;
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Securities whose average daily closing price in the most recent year is less than 0.5 HKD or whose earnings per share (EPS) in the most recent annual report is negative; or
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Securities whose cumulative average daily market capitalization coverage is beyond 90%, after having ranked the securities by the average daily turnover ratio (which is the daily trading value divided by total market capitalization) in descending order and calculated the cumulative average daily market capitalization coverage for each security.
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Constituents that have been suspended for more than 25 trading days and have not resumed trading as of the deadline for data used for constituents’ eligibility review (April 30th for the May review and October 31st for the November review), if listed on the candidate deletion list, will be classified as priority deletion securities.
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CSI reports list of constituents that have been suspended close to 25 trading days as of the deadline for data used for constituents’ eligibility review to the index advisory committee. The committee discusses whether they should be classified as
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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candidate deletion securities.
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If the deletion securities are under suspension and the reason for suspension is a significant negative event, then the constituent will be deleted from the index at the price of 0.00001 Yuan. In the event that such securities resume trading at least one trading day prior to the effective date, CSI will amend the deletion price to market price and publish an announcement. Under any other conditions, a suspended constituent will be deleted from the index at its closing market price before suspension.
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Securities that are under suspension and without a clear expectation of trading resumption on the date of the index advisory committee meeting will not be able to be selected as candidates for inclusion in the CSI Overseas China Internet Index.
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Securities that have been suspended for more than 25 trading days during the data period used for constituents’ review are eligible for inclusion in the index only if they have resumed trading for 3 months, except in special circumstances approved by the index advisory committee.
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For new additions suspended between the announcement date and the effective date of the periodic review, CSI will decide whether to adjust the addition or not.
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Supplemental Plan of Distribution; Role of BofAS and Conflicts of Interest
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Structuring the Securities
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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U.S. Federal Income Tax Summary
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the KraneShares CSI China Internet ETF due December 3, 2025
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Appendix
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Market Linked Securities — Auto-Callable with Fixed Percentage Downside
The charts in this section do not reflect forgone dividend payments. | |
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Direct investment payoff For traditional assets, such as stocks, there is a direct relationship between the change in the level of the asset and the return on the investment. For example, as the graph indicates, suppose you bought shares of a common stock at $100 per share. If you sold the shares at $120 each, the return on the investment (excluding any dividend payments) would be $20 per share, or 20%. Similarly, if you sold the shares after the price decreased to $80 (i.e., a decline of 20%), this would result in a 20% investment loss (excluding dividends). |
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Call Dates: 1 year, 1 .5 years and 2 years. If the closing level of the underlying on any of the three call dates (occurring approximately 1 year, 1 .5 years and 2 years after issuance) is greater than or equal to the starting level, these Market Linked Securities will be automatically called, and on the related call settlement date (typically 3 to 5 business days after the call date) you will receive a cash payment equal to the original offering price plus the call premium applicable to that call date. If these Market Linked Securities are automatically called on one of the call dates prior to maturity, the term of these Market Linked Securities will be limited (to as little as o ne year in the case of the first call date in this hypothetical example) and you might not be able to reinvest your funds in an investment with a similar return profile.
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Call Premium: 7 % per year. If these Market Linked Securities are automatically called on a call date, you will receive a payment on the applicable call settlement date equal to the $1,000 original offering price per Market Linked Security plus the applicable call premium, as set forth below:
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Call Date
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Call Premium
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Payment per $1,000 Market Linked Security
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1st call date (at 1 year)
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7 .00% of the original offering price
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$1 ,070.00
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2nd call date (at 1 .5 years)
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10.50% of the original offering price
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$1 ,105.00
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3rd call date (at 2 years)
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14.00% of the original offering price
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$1 ,140.00
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Buffer: 10%. If these Market Linked Securities are not automatically called, the buffer offers a measure of downside market risk reduction at maturity as compared to a direct investment in the underlying. A 10% fixed buffer means that you will be repaid the original offering price at maturity if the underlying declines by 10% or less from the starting level to the ending level in other words, if the ending level is greater than or equal to a threshold level that is equal to 90% of the starting level. However, if these Market Linked Securities are not automatically called and the underlying declines by more than 10%, so that the ending level is less than the threshold level, you will incur a loss equal to the percentage decline of the underlying in excess of 10%. For example, if the underlying declines by 25%, the percentage decline of 25% would exceed the 10% buffer by 15% and you would incur a 15% loss at maturity.
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This information, including the graph to the right, is hypothetical and is provided for informational purposes only. It is not intended to represent any specific return, yield, or investment, nor is it indicative of future results. The graph illustrates the payoff on the hypothetical Market Linked Securities Auto-Callable with Fixed Percentage Buffered Downside described above for a range of percentage changes in the closing level of the underlying from the starting level to the closing level on the applicable call date. | ![]() |
Call Date/Call Premium:
Call Date | Call Premium |
1st call date (at 1 year) | 7 .00% of the original offering price |
2nd call date (at 1 .5 years) | 10.50% of the original offering price |
3rd call date (at 2 years) | 14.00% of the original offering price |
Which investments are right for you?
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Gain or increase exposure to different asset classes and who believe that the closing level of the underlying will be greater than or equal to the starting level on one of the call dates
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Receive a fixed return if the underlying is flat or appreciates at all and a buffer against a moderate decline in the underlying in lieu of participation in any potential market appreciation beyond a fixed call premium
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Supplement their existing investments with new return profiles
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Obtain exposure to an underlying with a different risk/return profile than a direct investment in that underlying
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Seek the potential to outperform the underlying in a declining or a low to moderately appreciating market
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Are you comfortable with the potential loss of a significant portion of your initial investment as a result of a percentage decline of the underlying that exceeds the buffer?
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What is your time horizon? Do you foresee liquidity needs? Will you be able to hold these investments until maturity or earlier automatic call?
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Does protection against moderate market declines take precedence for you over participation in any appreciation of the underlying beyond the fixed call premium and dividend payments?
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What is your outlook on the market? How confident are you in your portfolio’s ability to weather a market decline?
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What is your sensitivity to the tax treatment for your investments?
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Are you dependent on your investments for current income?
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Are you willing to accept the credit risk of the applicable issuer in order to obtain the exposure to the underlying that these Market Linked Securities provide?
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General risks and investment considerations
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Principal and performance risk. These Market Linked Securities are not structured to repay your full original offering price on the stated maturity date. If these Market Linked Securities are not automatically called and the ending level has declined from the starting level by more than the buffer, the payment you receive at maturity will be less than the original offering price of the Market Linked Securities and you may incur a substantial loss on y our investment.
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Limited upside. The potential return on these Marked Linked Securities is limited to the applicable call premium, regardless of the performance of the underlying. The underlying may appreciate by significantly more than the percentage represented by the applicable call premium from the starting level to the closing level on the applicable call date, in which case an investment in these Market Linked Securities will underperform a hypothetical alternative investment providing a 1 -to-1 return based on the performance of the underlying. Furthermore, if these Market Linked Securities are automatically called on an earlier call date, you will receive a lower call premium than if these Market Linked Securities were automatically called on a later call date.
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Reinvestment risk. If these Market Linked Securities are automatically called prior to the final call date, the term of these Market Linked Securities will be less than the full term to maturity. There is no guarantee that you would be able to reinvest the proceeds from an investment in these Market Linked Securities at a comparable return for a similar level of risk in the event these Market Linked Securities are automatically called prior to maturity.
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Liquidity risk. These Market Linked Securities are not appropriate for investors who may have liquidity needs prior to maturity. These Market Linked Securities are not listed on any securities exchange and are generally illiquid instruments. Neither Wells Fargo Securities nor any other person is required to maintain a secondary market for these Market Linked Securities. Accordingly, you may be unable to sell your Market Linked Securities prior to their maturity date. If you choose to sell these Market Linked Securities prior to maturity, assuming a buyer is available, you may receive less in sale proceeds than the original offering price.
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Market value uncertain. These Market Linked Securities are not appropriate for investors who need their investments to maintain a stable value during their term. The value of your Market Linked Securities prior to maturity or automatic call will be affected by numerous factors, such as performance, volatility and dividend rate, if applicable, of the underlying; interest rates; the time remaining to maturity; the correlation among basket components, if applicable; and the applicable issuer’s creditworthiness. Wells Fargo Securities anticipates that the value of these Market Linked Securities will always be at a discount to the original offering price plus the call premium applicable to the next call date.
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Costs to investors. The original offering price of these Market Linked Securities will include certain costs that are borne by you. These costs will adversely affect the economic terms of these Market Linked Securities and will cause their estimated value on the pricing date to be less than the original offering price. If specified in the applicable pricing supplement, these costs may include the underwriting discount or commission, the hedging profits of the issuer’s hedging counterparty (which may be an affiliate of the issuer), hedging and other costs associated with the offering, and costs relating to the issuer’s funding considerations for debt of this type. These costs will adversely affect any secondary market price for these Market Linked Securities, which may be further reduced by a bid-offer spread. As a result, unless market conditions and other relevant factors change significantly in your favor following the pricing date, any secondary market price for these Market Linked Securities is likely to be less than the original offering price.
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Credit risk. Any investment in these Market Linked Securities is subject to the ability of the applicable issuer to make payments to you w hen they are due, and you will have no ability to pursue the underlying or any assets included in the underlying for payment. If the issuer defaults on its payment obligations, you could lose your entire investment. In addition, the actual or perceived creditworthiness of the issuer may affect the value of these Market Linked Securities prior to maturity.
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No periodic interest or dividend payments. These Market Linked Securities do not typically provide periodic interest. These Market Linked Securities linked to equity underlyings do not provide for a pass through of any dividend paid on the equity underlyings.
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Estimated value considerations. The estimated value of these Market Linked Securities that is disclosed in the applicable pricing supplement will be determined by the issuer or an underwriter of the offering, which underwriter may be an affiliate of the issuer and may be Wells Fargo Securities. The estimated value will be based on the issuer’s or the underwriter’s proprietary pricing models and assumptions and certain inputs that may be determined by the issuer or underwriter in its discretion. Because other dealers may have different views on these inputs, the estimated value that is disclosed in the applicable pricing supplement may be higher, and perhaps materially higher, than the estimated value that would be determined by other dealers in the market. Moreover, you should understand that the estimated value that is disclosed in the applicable pricing supplement will not be an indication of the price, if any, at which Wells Fargo Securities or any other person may be willing to buy these Market Linked Securities from you at any time after issuance.
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Conflicts of interest. Potential conflicts of interest may exist between you and the applicable issuer and/or Wells Fargo Securities. For example, the applicable issuer, Wells Fargo Securities, or one of their respective affiliates may engage in business with companies whose securities are included in the underlying, or may publish research on such companies or the underlying. In addition, the applicable issuer, Wells Fargo Securities, or one of their respective affiliates may be the calculation agent for the purposes of making important determinations that affect the payments on these Market Linked Securities. Finally, the estimated value of these Market Linked Securities may be determined by the issuer or an underwriter of the offering, which underwriter may be an affiliate of the issuer and may be Wells Fargo Securities.
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Effects of trading and other transactions. Trading and other transactions by the applicable issuer, Wells Fargo Securities or one of their respective affiliates could affect the underlying or the value of these Market Linked Securities.
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Basket risk. If the underlying is a basket, the basket components may offset each other. Any appreciation of one or more basket components may be moderated, wholly offset, or more than offset, by depreciation of one or more other basket components.
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ETF risk. If the underlying is an exchange-traded fund (ETF), it may underperform the index it is designed to track as a result of costs and fees of the ETF and differences between the constituents of the index and the actual assets held by the ETF. In addition, an investment in these Market Linked Securities linked to an ETF involves risks related to the index underlying the ETF, as discussed in the next risk consideration.
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Index risk. If the underlying is an index, or an ETF that tracks an index, your return on these Market Linked Securities may be adversely affected by changes that the index publisher may make to the manner in which the index is constituted or calculated. Furthermore, if the index represents foreign securities markets, you should understand that foreign securities markets tend to be less liquid and more volatile than U.S. markets and that there is generally less information available about foreign companies than about companies that file reports with the U.S. Securities and Exchange Commission. Moreover, if the index represents emerging foreign securities markets, these Market Linked Securities will be subject to the heightened political and economic risks associated with emerging markets. If the index includes foreign securities and the level of the index is based on the U.S. dollar value of those foreign securities, these Market Linked Securities will be subject to currency exchange rate risk in addition to the other risks described above, as the level of the index will be adversely affected if the currencies in which the foreign securities trade depreciate against the U.S. dollar.
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Commodity risk. These Market Linked Securities linked to commodities will be subject to a number of significant risks associated with commodities. Commodity prices tend to be volatile and may fluctuate in ways that are unpredictable and adverse to you. Commodity markets are frequently subject to disruptions, distortions, and changes due to various factors, including the lack of liquidity in the markets, the participation of speculators, and government regulation and intervention. Moreover, commodity indices may be adversely affected by a phenomenon known as negative roll yield, which occurs when future prices of the commodity futures contracts underlying the index are higher than current prices. Negative roll yield can have a significant negative effect on the performance of a commodity index. Furthermore, for commodities that are traded in U.S. dollars but for which market prices are driven by global demand, any strengthening of the U.S. dollar against relevant other currencies may adversely affect the demand for, and therefore the price of, those commodities.
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Currency risk. These Market Linked Securities linked to currencies will be subject to a number of significant risks associated with currencies. Currency exchange rates are frequently subject to intervention by governments, which can be difficult to predict and can have a significant impact on exchange rates. Moreover, currency exchange rates are driven by complex factors relating to the economies of the relevant countries that can be difficult to understand and predict. Currencies issued by emerging market governments may be particularly volatile and will be subject to heightened risks.
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Bond risk. These Market Linked Securities linked to bond indices or exchange-traded funds that are comprised of specific types of bonds with different maturities and qualities will be subject to a number of significant risks associated with bonds. In general, if market interest rates rise, the value of bonds will decline. In addition, if the market perception of the creditworthiness of the relevant bond issuers falls, the value of bonds will generally decline.
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Tax considerations. You should review carefully the relevant preliminary pricing supplement and other related offering documents and consult your tax advisors regarding the application of the U.S. federal tax laws to your particular circumstances, as well as any tax consequences arising under the laws of any state, local, or non-U.S. jurisdiction.
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