BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
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Market Linked Securities—Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100® Index and the EURO STOXX 50® Index due December 23, 2027
Term Sheet to Preliminary Pricing Supplement dated December 6, 2023 |
Issuer and Guarantor:
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BofA Finance LLC (“BofA Finance” or “Issuer”) and Bank of America Corporation (“BAC” or the “Guarantor”)
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Underlyings:
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The Nasdaq-100® Index and the EURO STOXX 50® Index
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Pricing Date*:
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December 19, 2023
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Issue Date*:
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December 22, 2023
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Maturity Date*:
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December 23, 2027
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Denominations:
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$1,000 and any integral multiple of $1,000.
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Automatic Call:
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If the closing level of the Lowest Performing Underlying on any Call 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 Call Date.
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Call Dates* and Call Premiums:
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Call Date
Call Premium†
December 23, 2024
At least 10.900% of the principal amount
March 24, 2025
At least 13.625% of the principal amount
June 23, 2025
At least 16.350% of the principal amount
September 22, 2025
At least 19.075% of the principal amount
December 22, 2025
At least 21.800% of the principal amount
March 23, 2026
At least 24.525% of the principal amount
June 22, 2026
At least 27.250% of the principal amount
September 22, 2026
At least 29.975% of the principal amount
December 22, 2026
At least 32.700% of the principal amount
March 22, 2027
At least 35.425% of the principal amount
June 22, 2027
At least 38.150% of the principal amount
September 22, 2027
At least 40.875% of the principal amount
December 20, 2027
(the “Final Calculation Day”)
At least 43.600% of the principal amount
† to be determined on the Pricing Date.
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Lowest Performing Underlying:
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The Lowest Performing Underlying on any Call Date is the Underlying with the lowest Performance Factor on that Call Date.
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Performance Factor:
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With respect to an Underlying on any Call Date, its closing level on such Call Date divided by its Starting Value (expressed as a percentage).
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Call Settlement Date:
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Three business days after the applicable Call Date.
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Maturity Payment Amount (per Security):
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If the Securities are not automatically called, you will receive a Maturity Payment 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 Final Calculation Day 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 Final Calculation Day is less than its Threshold Value:
$1,000 × Performance Factor of the Lowest Performing Underlying on the Final Calculation Day
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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 Final Calculation Day
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Threshold Value:
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For each Underlying, 70% of its Starting Value.
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Threshold Value:
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For each Underlying, 70% 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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Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.00% and WFA may receive a distribution expense fee of 0.075%.
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CUSIP:
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09710PDY9
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Material Tax Consequences:
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See the preliminary pricing supplement.
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*Subject to change.
** In addition, selected dealers may receive a fee of up to 0.40% for marketing and other services.
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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 Maturity Payment Amount, as applicable, will not reflect the levels of the Underlyings other than on the Call 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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A Call Settlement Date and the Maturity Date may be postponed if a Call Date is postponed.
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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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Changes that affect the Underlyings may adversely affect the value of the Securities and any payments on the Securities.
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We and our affiliates have no affiliation with any index sponsor and have not independently verified their public disclosure of information.
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The Securities are subject to risks associated with foreign securities markets.
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The U.S. federal income and estate tax consequences of the Securities are uncertain, and may be adverse to a holder of the Securities.
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