BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities |
Market Linked Securities—Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due March 4, 2027 Term Sheet to Preliminary Pricing Supplement dated February 15, 2024 |
Issuer and Guarantor: |
BofA Finance LLC (“BofA Finance” or “Issuer”) and Bank of America Corporation (“BAC” or the “Guarantor”) |
Underlying: |
The S&P 500® Index |
Pricing Date*: |
February 27, 2024 |
Issue Date*: |
March 1, 2024 |
Maturity Date*: |
March 4, 2027 |
Denominations: |
$1,000 and any integral multiple of $1,000. |
Automatic Call: |
If the closing level of the Underlying on any Call Date is greater than or equal to the Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date. |
Call Dates* and Call Premiums: |
Call Date
Call Premium†
March 3, 2025
At least 8.00% of the principal amount
March 2, 2026
At least 16.00% of the principal amount
March 1, 2027 (the “Final Calculation Day”)
At least 24.00% of the principal amount
† to be determined on the Pricing Date.
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Call Settlement Date: |
Three business days after the applicable Call Date. |
Maturity Payment Amount (per Security): |
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 is less than the Starting Value but greater than or equal to the Threshold Value: $1,000; or
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If the Ending Value is less than the Threshold Value: $1,000 minus
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Starting Value: |
The closing level of the Underlying on the Pricing Date |
Ending Value: |
The closing level of the Underlying on the Final Calculation Day |
Threshold Value: |
90% of the Starting Value. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance |
Underwriting Discount**: |
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%. |
CUSIP: |
09710PXE1 |
Material Tax Consequences: |
See the preliminary pricing supplement. |
*Subject to change.
** In addition, selected dealers may receive a fee of up to 0.10% 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 Underlying 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 Index 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 the index sponsor and have not independently verified their public disclosure of information.
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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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