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Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-234425 and 333-234425 -01
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Pricing Supplement dated October 18, 2022
(To Prospectus dated December 31, 2019,
Series A Prospectus Supplement dated December 31, 2019 and
Product Supplement No. WF-1 dated September 9, 2022)
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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—Leveraged Upside Participation
and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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■ Linked to the lowest performing of the common stock of Apple Inc., the common stock of Amazon.com, Inc. and the class A common stock of Alphabet Inc. (each referred to as an Underlying Stock)
■ Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the Securities provide for a Maturity Payment Amount that may be greater than, equal to or less than the principal amount of the Securities, depending on the performance of the Lowest Performing Underlying Stock. The Lowest Performing Underlying Stock is the Underlying Stock that has the lowest Stock Return (i.e., the lowest percentage change from its Starting Price to its Ending Price). The Maturity Payment Amount will reflect the following terms:
■
If the price of the Lowest Performing Underlying Stock increases, you will receive the principal amount plus a positive return equal to 206% of the percentage increase in the price of the Lowest Performing Underlying Stock from its Starting Price
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If the price of the Lowest Performing Underlying Stock decreases but the decrease is not more than 25.00%, you will receive the principal amount of your Securities
■
If the price of the Lowest Performing Underlying Stock decreases by more than 25.00%, you will have full downside exposure to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price, and you will lose more than 25%, and possibly all, of the principal amount of your Securities
■ Investors may lose a significant portion, and possibly all, of the principal amount
■ Your return on the Securities will depend solely on the performance of the Lowest Performing Underlying Stock. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably
■ 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
■ No periodic interest payments or dividends
■ 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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$31.25
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$968.75
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Total
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$2,300,000.00
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$71,875.00
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$2,228,125.00
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Wells Fargo Securities
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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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 Stocks:
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The common stock of Apple Inc. (Nasdaq Global Select Market symbol: AAPL), the common stock of Amazon.com, Inc. (Nasdaq Global Select Market symbol: AMZN) and the class A common stock of Alphabet Inc. (Nasdaq Global Select Market symbol: GOOGL) (the Underlying Stocks).
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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, subject to postponement as described below in —Market Disruption Events and Postponement Provisions. 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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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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Maturity Payment Amount:
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At maturity, you will be entitled to receive a cash payment per Security in U.S. dollars equal to the Maturity Payment Amount. The Maturity Payment Amount per Security will equal:
• if the Ending Price of the Lowest Performing Underlying Stock is greater than its Starting Price: $1,000 plus:
$1,000 × Stock Return of Lowest Performing Underlying Stock × Upside Participation Rate
• 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
• 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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If the Ending Price of the Lowest Performing Underlying Stock is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price and will lose more than 25%, and possibly all, of the principal amount of your Securities at maturity.
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Calculation Day:
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October 14, 2026, subject to postponement as described below in —Market Disruption Events and Postponement Provisions.
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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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Stock Closing Price:
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With respect to each Underlying Stock, Stock Closing Price, Closing Price And Adjustment Factor have the meanings set forth under General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions in the accompanying product supplement.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Starting Price:
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With respect to the common stock of Apple Inc.: $143.75, its stock closing price on the Pricing Date.
With respect to the common stock of Amazon.com, Inc.: $116.36, its stock closing price on the Pricing Date.
With respect to the class A common stock of Alphabet Inc: $100.77, its stock closing price on the Pricing Date.
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Ending Price:
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With respect to each Underlying Stock, the stock closing price of the Underlying Stock on the Calculation Day.
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Threshold Price:
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With respect to the common stock of Apple Inc.: $107.8125, which is equal to 75.00% of its Starting Price.
With respect to the common stock of Amazon.com, Inc.: $87.27, which is equal to 75.00% of its Starting Price.
With respect to the class A common stock of Alphabet Inc: $75.5775, which is equal to 75.00% of its Starting Price.
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Upside Participation Rate:
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206%.
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Market Disruption Events and Postponement Provisions:
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The Calculation Day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the Maturity Date will be postponed if the Calculation Day is postponed and will be adjusted for non-business days. For more information regarding adjustments to the Calculation Day and the Maturity Date, see General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures and —Payment Dates in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption event, see General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events in the accompanying product supplement.
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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).
Under our distribution agreement with BofAS, BofAS will purchase the Securities from us as principal at the public offering price indicated on the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Securities to WFS at the public offering price of the Securities less a concession of up to $31.25 per Security. WFS may provide dealers, which may include Wells Fargo Advisors (WFA) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of up to $22.50 per Security. In addition to the concession allowed to WFA, WFS may pay up to $0.75 per Security to WFA as a distribution expense fee for each Security sold by WFA.
In addition, in respect of certain Securities sold in this offering, BofAS or its affiliates may pay a fee of up to $1.50 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.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the Securities at any time up to the Issue Date or during the four-month period following the Issue Date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the Securities that are included in the public offering price of the Securities. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be outside of this period, as any secondary market price offered outside of this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this four-month period. If you hold the Securities through an account at WFS, WFA or any of their affiliates, WFS has advised us that it expects that this increase will also be reflected in the value indicated for the Securities on your brokerage account statement. If you hold your Securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the Securities on your brokerage account statement may be different than if you held your Securities at WFS, WFA or any of their affiliates.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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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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09709V4R4
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Additional Information about BofA Finance, the Guarantor and the Securities
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●
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Product Supplement No. WF-1 dated September 9, 2022:
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●
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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—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Investor Considerations
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■
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seek 206% leveraged exposure to the upside performance of the Lowest Performing Underlying Stock if its Ending Price is greater than its Starting Price;
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■
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desire repayment of the face amount at maturity so long as the Ending Price of the Lowest Performing Underlying Stock is not less than its Starting Price by more than 25%;
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■
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are willing to accept the risk that, if the Ending Price of the Lowest Performing Underlying Stock is less than its Starting Price by more than 25%, they will be fully exposed to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price, and will lose more than 25%, and possibly all, of the face amount at maturity;
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■
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understand that the return on the Securities will depend solely on the performance of the Lowest Performing Underlying Stock and that they will not benefit in any way from the performance of the better performing Underlying Stocks;
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■
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understand that the Securities are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of each Underlying Stock;
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■
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understand and are willing to accept the full downside risks of each Underlying Stock;
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■
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are willing to forgo interest payments on the Securities and dividends on the Underlying Stocks; and
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■
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are willing to hold the Securities until maturity.
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■
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seek a liquid investment or are unable or unwilling to hold the Securities to maturity;
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■
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are unwilling to accept the risk that the Ending Price of the Lowest Performing Underlying Stock may decline by more than 25.00% from its Starting Price;
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■
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require full payment of the principal amount of the Securities at maturity;
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■
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are unwilling to purchase Securities with an estimated value as of the Pricing Date that is lower than the public offering price set forth on the cover page of this pricing supplement;
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■
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seek current income;
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■
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are unwilling to accept the risk of exposure to the Underlying Stocks;
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■
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seek exposure to a basket composed of each Underlying Stock or a similar investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the Lowest Performing Underlying Stocks;
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■
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seek exposure to the Underlying Stocks but are unwilling to accept the risk/return trade-offs inherent in the Maturity Payment Amount for the Securities;
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■
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are unwilling to accept the credit risk of BofA Finance, as issuer, and BAC, as guarantor, to obtain exposure to the Underlying Stock generally, or to obtain exposure to the Underlying Stock that the Securities provide specifically; or
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■
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prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Determining the Maturity Payment Amount
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Selected Risk Considerations
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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●
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The Securities may become linked to the common stock of a company other than an original Underlying Stock Issuer.
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●
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We cannot control actions by an Underlying Stock Issuer.
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●
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We and our affiliates have no affiliation with any Underlying Stock Issuer and have not independently verified any public disclosure of information.
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You have limited anti-dilution protection.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Hypothetical Payments at Maturity
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Upside Participation Rate:
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206.00%
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Hypothetical Starting Price:
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For each Underlying Stock, $100.00
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Hypothetical Threshold Price:
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For each Underlying Stock, $75.00 (75% of its hypothetical Starting Price)
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Hypothetical Stock Return of Lowest Performing Underlying Stock
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Hypothetical
Maturity Payment Amount
per Security
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Hypothetical
pre-tax total
rate of return
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100.00%
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$3,060.00
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206.00%
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50.00%
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$2,030.00
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103.00%
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40.00%
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$1,824.00
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82.40%
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30.00%
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$1,618.00
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61.80%
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20.00%
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$1,412.00
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41.20%
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10.00%
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$1,206.00
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20.60%
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5.00%
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$1,103.00
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10.30%
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0.00%
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$1,000.00
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0.00%
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-10.00%
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$1,000.00
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0.00%
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-20.00%
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$1,000.00
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0.00%
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-25.00%
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$1,000.00
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0.00%
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-26.00%
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$740.00
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-26.00%
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-30.00%
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$700.00
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-30.00%
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-50.00%
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$500.00
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-50.00%
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-75.00%
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$250.00
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-75.00%
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-100.00%
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$0.00
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-100.00%
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Common Stock of Apple Inc.
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Common Stock of Amazon.com, Inc.
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Class A Common Stock of Alphabet Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical Ending Price:
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$125.00
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$135.00
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$140.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Hypothetical Stock Return
(Ending Price Starting Price) / Starting Price:
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25.00%
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35.00%
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40.00%
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Common Stock of Apple Inc.
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Common Stock of Amazon.com, Inc.
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Class A Common Stock of Alphabet Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical Ending Price:
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$95.00
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$135.00
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$140.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Hypothetical Stock Return
(Ending Price Starting Price) / Starting Price:
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-5.00%
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35.00%
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40.00%
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Common Stock of Apple Inc.
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Common Stock of Amazon.com, Inc.
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Class A Common Stock of Alphabet Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical Ending Price:
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$50.00
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$135.00
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$140.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Hypothetical Stock Return
(Ending Price Starting Price) / Starting Price:
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-50.00%
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35.00%
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40.00%
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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The Common Stock of Apple Inc.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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The Common Stock of Amazon.com Inc.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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The Class A Common Stock of Alphabet Inc.
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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Structuring the Securities
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Validity of the Securities
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Market Linked Securities—Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due October 21, 2026
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U.S. Federal Income Tax Summary
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
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●
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the Securities for all tax purposes as single financial contracts with respect to the Underlying Stocks. In the opinion of Sidley Austin LLP, our tax counsel, the U.S. federal income tax characterization and treatment of the Securities described herein is a reasonable interpretation of current law.
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●
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Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined beginning on page 38 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale or exchange of the Securities. This capital gain or loss generally will be long-term capital gain or loss if you held the Securities for more than one year.
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●
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No assurance can be given that the Internal Revenue Service (IRS) or any court will agree with this characterization and tax treatment.
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●
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Under current IRS guidance, withholding on dividend equivalent payments (as discussed in the accompanying product supplement), if any, will not apply to Securities that are issued as of the date of this pricing supplement unless such Securities are delta-one instruments. Based on our determination that the Securities are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Securities.
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●
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Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the Securities are likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in the Securities.
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