BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
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Issuer and Guarantor:
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BofA Finance LLC (BofA Finance or Issuer) and Bank of America Corporation (BAC or Guarantor)
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Underlying Stocks:
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The common stock of Apple Inc., the common stock of Amazon.com, Inc. and the class A common stock of Alphabet Inc.
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Pricing Date*:
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October 18, 2022
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Issue Date*:
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October 21, 2022
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Maturity Date*:
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October 21, 2026
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Denominations:
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$1,000 and any integral multiple of $1,000.
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Lowest Performing Underlying Stock:
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The Underlying Stock with the lowest Stock Return.
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Stock Return:
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With respect to an Underlying Stock, the percentage change from its Starting Price to its Ending Price, measured as follows:
Ending Price Starting Price
Starting Price
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Starting Price:
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For each Underlying Stock, its stock closing price on the Pricing Date.
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Ending Price:
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For each Underlying Stock, its stock closing price on the Calculation Day.
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Threshold Price:
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For each Underlying Stock, 75% of its Starting Price.
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Upside Participation Rate:
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At least 200% (to be determined on the Pricing Date)
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Maturity Payment Amount (per Security):
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if the Ending Price of the Lowest Performing Underlying Stock is greater than or equal to its Starting Price: $1,000 plus:
$1,000 × Stock Return of Lowest Performing Underlying Stock × Upside Participation Rate
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if the Ending Price of the Lowest Performing Underlying Stock is less than or equal to its Starting Price, but greater than or equal to its Threshold Price: $1,000; or
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if the Ending Price of the Lowest Performing Underlying Stock is less than its Threshold Price:
$1,000 + ($1,000 × Stock Return of Lowest Performing Underlying Stock)
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Calculation Day*:
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October 14, 2026
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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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3.125%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.25% and WFA may receive a distribution expense fee of 0.075%.
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CUSIP:
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09709V4R4
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Material Tax Consequences:
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See the preliminary pricing supplement.
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· Your investment may result in a loss; there is no guaranteed return of principal. · The Maturity Payment Amount will not reflect changes in the price of the Underlying Stocks other than on the Calculation Day.
· The Securities do not bear interest.
· Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity. · The Maturity Date may be postponed if the Calculation Day is postponed. · Because the Securities are linked to the lowest performing (and not the average performance) of the Underlying Stocks, you may not receive any return on the Securities and may lose a significant portion or all of your principal amount even if the stock closing price of one Underlying Stock is always greater than or equal to its Threshold Price. · 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. |
· 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 Securities may become linked to the common stock of a company other than an original Underlying Stock Issuer.
· We cannot control actions by an Underlying Stock Issuer.
· We and our affiliates have no affiliation with any Underlying Stock Issuer and have not independently verified any public disclosure of information.
· You have limited anti-dilution protection. · The U.S. federal income and estate tax consequences of the Securities are uncertain, and may be adverse to a holder of the Securities. |