BofA Finance LLC
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 3 years (unless earlier called)
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Underlyings:
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The Dow Jones Industrial Average® (Bloomberg symbol: INDU), Russell 2000® Index (Bloomberg symbol: RTY) and S&P 500® Index (Bloomberg symbol: SPX), each a price return index.
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Pricing Date:
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February 28, 2022*
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Issue Date:
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March 3, 2022*
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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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Automatic Call:
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If the closing level of the Lowest Performing Underlying on any Observation Date is greater than or equal to its Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Observation Date. See Observation Dates and Call Premiums on page 3
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Lowest Performing Underlying:
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See How the Lowest Performing Underlying is determined on page 3
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Observation Dates:
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March 3, 2023; March 4, 2024; and February 24, 2025*
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Call Settlement Date:
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Five business days after the applicable Observation Date (if the Securities are called on the last Observation Date, the Call Settlement Date will be the Maturity Date)
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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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March 3, 2025*
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Starting Value:
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For each Underlying, 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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Threshold Value:
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With respect to the Dow Jones Industrial Average®: , which is equal to 75% of its Starting Value.
With respect to the Russell 2000® Index: , which is equal to 75% of its Starting Value.
With respect to the S&P 500® Index: , which is equal to 75% 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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2.425%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 1.75% and WFA will receive a distribution expense fee of 0.075%. In addition, in respect of certain Securities sold in this offering, BofAS or its affiliates 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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09709UZZ4
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*Subject to change.
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Linked to the Lowest Performing of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index
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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 the Securities are automatically called 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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Automatic Call. If the closing level of the Lowest Performing Underlying on any Observation Date is greater than or equal to its Starting Value, the Securities will be automatically called, and on the related Call Settlement Date, you will receive 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 at least 12.00% per annum (to be determined on the Pricing Date)
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Observation Date*
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Call Premium**
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March 3, 2023*
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At least 12.00% of the principal amount
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March 4, 2024*
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At least 24.00% of the principal amount
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February 24, 2025 (the Valuation Date)
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At least 36.00% of the principal amount
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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 closing level of the Lowest Performing Underlying on the Valuation Date as follows:
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The Threshold Value for each Underlying is 75% of its Starting Value
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Investors may lose a significant portion, or all, the principal amount
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Any positive return on the Securities will be limited to the applicable Call Premium
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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 Underlyings
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All payments on the Securities are subject to the credit risk of BofA Finance, as issuer, and Bank of America Corporation, as guarantor, and you will have no ability to pursue any securities included in any 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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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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$1,120.00
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12.00%
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2nd Observation Date
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$1,240.00
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24.00%
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3rd Observation Date
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$1,360.00
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36.00%
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Hypothetical Performance Factor of the Lowest Performing Underlying on the Valuation Date(1)
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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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$1,000.00
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0.00%
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90.00%
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$1,000.00
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0.00%
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80.00%
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$1,000.00
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0.00%
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75.00%
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$1,000.00
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0.00%
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74.00%
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$740.00
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-26.00%
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50.00%
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$500.00
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-50.00%
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25.00%
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$250.00
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-75.00%
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0.00%
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$0.00
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-100.00%
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Observation Date
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Call Premium
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Payment per Security upon an Automatic Call
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March 3, 2023*
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At least 12.00% of the principal amount
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At least $1,120.00
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March 4, 2024*
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At least 24.00% of the principal amount
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At least $1,240.00
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February 24, 2025 (the Valuation Date)*
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At least 36.00% of the principal amount
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At least $1,360.00
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If the Ending Value of the Lowest Performing Underlying on the Valuation Date is less than its Starting Value but greater than or equal to the 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 the Threshold Value:
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Your investment may result in a 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 Call Premium or Redemption Amount, as applicable, will not reflect the levels of the Underlyings other than on the Observation Dates.
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The Securities are subject to a potential automatic call, which would limit your ability to receive further payment on the Securities.
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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 Threshold Value.
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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 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 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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