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 Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index, the Nasdaq-100® Index and the Financial Select Sector SPDR® Fund due January 21, 2028
Term Sheet to Preliminary Pricing Supplement dated January 10, 2024 |
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 Russell 2000® Index, the Nasdaq-100® Index and the Financial Select Sector SPDR® Fund.
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Pricing Date*:
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January 16, 2024
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Issue Date*:
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January 19, 2024
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Maturity Date*:
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January 21, 2028
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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 value 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†
January 21, 2025
At least 11.7500% of the principal amount
April 21, 2025
At least 14.6875% of the principal amount
July 21, 2025
At least 17.6250% of the principal amount
October 20, 2025
At least 20.5625% of the principal amount
January 20, 2026
At least 23.5000% of the principal amount
April 20, 2026
At least 26.4375% of the principal amount
July 20, 2026
At least 29.3750% of the principal amount
October 19, 2026
At least 32.3125% of the principal amount
January 19, 2027
At least 35.2500% of the principal amount
April 19, 2027
At least 38.1875% of the principal amount
July 19, 2027
At least 41.1250% of the principal amount
October 19, 2027
At least 44.0625% of the principal amount
January 18, 2028 (the “Final Calculation Day”)
At least 47.0000% of the principal amount
† to be determined on the Pricing Date.
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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, determined as follows:
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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 Lowest Performing Underlying on the Final Calculation Day + Buffer Amount)
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Lowest Performing Underlying:
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For any Call Date, the “Lowest Performing Underlying” will be 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 value on such Call Date divided by its Starting Value (expressed as a percentage).
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Starting Value:
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For each Underlying, its closing value on the Pricing Date.
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Ending Value:
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For each Underlying, its closing value on the Final Calculation Day.
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Threshold Value:
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For each Underlying, 90% of its Starting Value.
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Buffer Amount:
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10%.
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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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09710PMG8
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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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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 of your principal amount even if the closing value of one Underlying is always greater than or equal to its Threshold Value or Starting Value, as applicable.
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The Call Premium or Maturity Payment Amount, as applicable, will not reflect the values 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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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 Indices may adversely affect the value of the Securities and any payments on the Securities.
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We cannot control actions by any of the unaffiliated companies whose securities are included any Index.
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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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Risks associated with the applicable fund underlying index, or underlying assets of the Fund, will affect the value of the Fund and hence the value of the Securities.
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Changes that affect the Fund or its fund underlying index may adversely affect the value of the Securities and any payments on the Securities.
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We cannot control actions by any of the unaffiliated companies whose securities are included in the Fund or its fund underlying index.
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We and our affiliates have no affiliation with the fund sponsor or fund underlying index sponsor and have not independently verified their public disclosure of information.
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There are risks associated with funds.
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The Securities are subject to risks associated with small-size capitalization companies.
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The Securities are subject to risks associated with foreign securities markets.
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The stocks held by the XLF are concentrated in one sector.
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Adverse conditions in the financial sector may reduce your return on the Securities.
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Economic conditions have adversely impacted the stock prices of many companies in the financial services sector.
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The anti-dilution adjustments will be limited.
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The performance of the XLF may not correlate with the performance of its fund underlying index as well as the net asset value per share of the XLF, especially during periods of market volatility.
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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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