BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
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Issuer and Guarantor: |
BofA Finance LLC (BofA Finance or Issuer) and Bank of America Corporation (BAC or the Guarantor) |
Underlyings: |
The Dow Jones Industrial Average®, the Russell 2000® Index and the Nasdaq-100® Index |
Pricing Date*: |
May 31, 2022 |
Issue Date*: |
June 3, 2022 |
Maturity Date*: |
June 3, 2025 |
Denominations: |
$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. |
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 for the principal amount plus the Call Premium applicable to that Observation Date. |
Observation Dates* and Call Premiums: |
Observation Date
Call Premium†
June 5, 2023
At least 14.50% of the principal amount
June 3, 2024
At least 29.00% of the principal amount
May 27, 2025 (the Valuation Date)
At least 43.50% of the principal amount
† to be determined on the Pricing Date.
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Lowest Performing Underlying: |
The Lowest Performing Underlying on any Observation Date is the Underlying with the lowest Performance Factor on that Observation Date. |
Performance Factor: |
The Performance Factor, with respect to an Underlying on any Observation Date, will be its closing level on such Observation Date divided by its Starting Value (expressed as a percentage). |
Call Settlement Date: |
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) |
Redemption Amount (per Security): |
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:
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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 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:
$1,000 × Performance Factor of the Lowest Performing Underlying on the Valuation Date |
Starting Value: |
For each Underlying, its closing level on the Pricing Date |
Ending Value: |
For each Underlying, its closing level on the Valuation Date |
Threshold Value: |
For each Underlying, 75% of its Starting Value. |
Calculation Agent: |
BofA Securities, Inc. (BofAS), an affiliate of BofA Finance |
Underwriting Discount**: |
Up to 2.425%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 1.75% and WFA may receive a distribution expense fee of 0.075%. |
CUSIP: |
09709US58 |
Material Tax Consequences: |
See the preliminary pricing supplement. |
*Subject to change.
** In addition, selected dealers may receive a fee of up to 0.10% for marketing and other services. |
· Your investment may result in a loss; there is no guaranteed return of principal. · Any positive investment return on the Securities is limited. · The Securities do not bear interest. · The Call Premium or Redemption Amount, as applicable, will not reflect the levels of the Underlyings other than on the Observation Dates. · The Securities are subject to a potential automatic call, which would limit your ability to receive further payment on the Securities. · 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. · Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity. · 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. · We are a finance subsidiary and, as such, have no independent assets, operations or revenues. · The public offering price you pay for the Securities will exceed their initial estimated value. · 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. · 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. · 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. · There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. · 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. · The Securities are subject to risks associated with small-size capitalization companies. · The Securities are subject to risks associated with foreign securities markets. · 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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