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 Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due February 22, 2027
Term Sheet to Preliminary Pricing Supplement dated January 30, 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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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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February 16, 2024
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Issue Date*:
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February 22, 2024
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Maturity Date*:
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February 22, 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 stock closing price of the Lowest Performing Underlying Stock on any Call Date is greater than or equal to its Threshold Price, 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†
February 24, 2025
At least 15.75% of the principal amount
February 23, 2026
At least 31.50% of the principal amount
February 17, 2027 (the “Final Calculation Day”)
At least 47.25% 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 will be less than the principal amount per Security, determined as follows:
$1,000 minus ***
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Lowest Performing Underlying Stock:
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For any Call Date, the “Lowest Performing Underlying Stock” will be the Underlying Stock with the lowest Performance Factor on that Call Date.
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Performance Factor:
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With respect to an Underlying Stock on any Call Date, its stock closing price on such Call Date divided by its Starting Price (expressed as a percentage).
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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 Final Calculation Day.
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Threshold Price:
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For each Underlying Stock, 90% of its Starting Price.
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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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09710PT30
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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 0.10% for marketing and other services.
*** Threshold Price, Ending Price and Starting Price in this equation refer to the Threshold Price, Ending Price and Starting Price of the Lowest Performing Underlying Stock.
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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 Underlying Stocks, you may not receive any return on the Securities and may lose a significant portion of your principal amount even if the stock closing price of one Underlying Stock is always greater than or equal to its Threshold Price.
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The Call Premium or Maturity Payment Amount, as applicable, will not reflect the prices of the Underlying Stocks 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 Underlying Stocks may adversely affect the value of the Securities and any payments on the Securities.
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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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The Securities may become linked to the common stock of a company other than an original Underlying Stock Issuer.
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We cannot control actions by an Underlying Stock Issuer.
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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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