This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Notes in any country or jurisdiction where such an offer would not be permitted.
•
|
The Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Class A Common Stock of Crowdstrike Holdings, Inc. and the Common Stock of Amazon.com, Inc., due August 26, 2027 (the “Notes”) are expected to price on August 23, 2024 and expected to issue on August 28, 2024.
|
•
|
Approximate 3 year term if not called prior to maturity.
|
•
|
Payments on the Notes will depend on the individual performance of the Class A common stock of Crowdstrike Holdings, Inc. and the common stock of Amazon.com, Inc. (each an “Underlying Stock”).
|
•
|
Contingent coupon rate of 17.75% per annum (1.4792% per month) payable monthly if the Observation Value of each Underlying Stock on the applicable Observation Date is greater than or equal to 70.00% of its Starting Value, assuming the Notes have not been called.
|
•
|
Beginning with the February 24, 2025 Call Observation Date, automatically callable monthly for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if the Observation Value of each Underlying Stock is greater than or equal to 80.00% of its Starting Value on any Call Observation Date.
|
•
|
Assuming the Notes are not called prior to maturity, if either Underlying Stock declines by more than 30% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying Stock, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment if the Observation Value of each Underlying Stock on the final Observation Date is greater than or equal to 70.00% of its Starting Value.
|
•
|
All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance” or the “Issuer”), as issuer of the Notes, and Bank of America Corporation (“BAC” or the “Guarantor”), as guarantor of the Notes.
|
•
|
The Notes will not be listed on any securities exchange.
|
•
|
CUSIP No. 09711DR38.
|
|
Public offering price(1)
|
Underwriting discount(1)(2)
|
Proceeds, before expenses, to BofA Finance(2)
|
Per Note
|
$1,000.00
|
$27.50
|
$972.50
|
Total
|
|
|
|
(1)
|
Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $972.50 per $1,000.00 in principal amount of Notes.
|
(2)
|
The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $27.50, resulting in proceeds, before expenses, to BofA Finance of as low as $972.50 per $1,000.00 in principal amount of Notes.
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
![]() |
Selling Agent
|
|
|
Issuer:
|
BofA Finance
|
Guarantor:
|
BAC
|
Denominations:
|
The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.
|
Term:
|
Approximately 3 years, unless previously automatically called.
|
Underlying Stocks:
|
The Class A common stock of Crowdstrike Holdings, Inc. (Nasdaq Global Select Market symbol: “CRWD”) and the common stock of Amazon.com, Inc. (Nasdaq Global Select Market symbol: “AMZN”).
|
Pricing Date*:
|
August 23, 2024
|
Issue Date*:
|
August 28, 2024
|
Valuation Date*:
|
August 23, 2027, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” in the accompanying product supplement.
|
Maturity Date*:
|
August 26, 2027
|
Starting Value:
|
With respect to each Underlying Stock, its Closing Market Price on the pricing date.
|
Observation Value:
|
With respect to each Underlying Stock, its Closing Market Price on the applicable Observation Date or Call Observation Date, as applicable, multiplied by its Price Multiplier.
|
Ending Value:
|
With respect to each Underlying Stock, its Observation Value on the Valuation Date.
|
Call Value:
|
With respect to each Underlying Stock, 80.00% of its Starting Value.
|
Price Multiplier:
|
With respect to each Underlying Stock, 1, subject to adjustment for certain corporate events relating to that Underlying Stock as described in “Description of the Notes — Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement.
|
Coupon Barrier:
|
With respect to each Underlying Stock, 70.00% of its Starting Value.
|
Threshold Value:
|
With respect to each Underlying Stock, 70.00% of its Starting Value.
|
Contingent Coupon Payment:
|
If, on any monthly Observation Date, the Observation Value of each Underlying Stock is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $14.792 per $1,000.00 in principal amount of Notes (equal to a rate of 1.4792% per month or 17.75% per annum) on the applicable Contingent Payment Date (including the Maturity Date).
|
Automatic Call:
|
Beginning with the February 24, 2025 Call Observation Date, all (but not less than all) of the Notes will be automatically called if the Observation Value of each Underlying Stock is greater than or equal to its Call Value on any Call Observation Date. If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Call Payment Date. No further amounts will be payable following an Automatic Call.
|
Early Redemption Amount:
|
For each $1,000.00 in principal amount of Notes, $1,000.00, plus the applicable Contingent Coupon Payment.
|
Redemption Amount:
|
If the Notes have not been automatically called prior to maturity, the Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Least Performing Underlying Stock is greater than or equal to its Threshold Value:
![]() b) If the Ending Value of the Least Performing Underlying Stock is less than its Threshold Value:
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-2
|
|
|
|
|
![]() In this case, the Redemption Amount (excluding any final Contingent Coupon Payment) will be less than 70.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.
The Redemption Amount will also include a final Contingent Coupon Payment if the Ending Value of the Least Performing Underlying Stock is greater than or equal to its Coupon Barrier.
|
Observation Dates*:
|
As set forth beginning on page PS-4
|
Contingent Payment Dates*:
|
As set forth beginning on page PS-4
|
Call Observation Dates*:
|
As set forth beginning on page PS-6
|
Call Payment Dates*:
|
As set forth beginning on page PS-6. Each Call Payment Date is also a Contingent Payment Date.
|
Calculation Agent:
|
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
|
Selling Agent:
|
BofAS
|
CUSIP:
|
09711DR38
|
Underlying Stock Return:
|
With respect to each Underlying Stock,
![]() |
Least Performing Underlying Stock:
|
The Underlying Stock with the lowest Underlying Stock Return.
|
Events of Default and Acceleration:
|
If an Event of Default, as defined in the senior indenture relating to the Notes and in the section entitled “Description of Debt Securities of BofA Finance LLC—Events of Default and Rights of Acceleration; Covenant Breaches” on page 54 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption “Redemption Amount” above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third Trading Day prior to the date of acceleration. We will also determine whether a final Contingent Coupon Payment is payable based upon the prices of the Underlying Stocks on the deemed Valuation Date; any such final Contingent Coupon Payment will be prorated by the calculation agent to reflect the length of the final contingent payment period. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-3
|
|
|
|
Observation Dates*
|
Contingent Payment Dates
|
September 23, 2024
|
September 26, 2024
|
October 23, 2024
|
October 28, 2024
|
November 25, 2024
|
November 29, 2024
|
December 23, 2024
|
December 27, 2024
|
January 23, 2025
|
January 28, 2025
|
February 24, 2025
|
February 27, 2025
|
March 24, 2025
|
March 27, 2025
|
April 23, 2025
|
April 28, 2025
|
May 23, 2025
|
May 29, 2025
|
June 23, 2025
|
June 26, 2025
|
July 23, 2025
|
July 28, 2025
|
August 25, 2025
|
August 28, 2025
|
September 23, 2025
|
September 26, 2025
|
October 23, 2025
|
October 28, 2025
|
November 24, 2025
|
November 28, 2025
|
December 23, 2025
|
December 29, 2025
|
January 23, 2026
|
January 28, 2026
|
February 23, 2026
|
February 26, 2026
|
March 23, 2026
|
March 26, 2026
|
April 23, 2026
|
April 28, 2026
|
May 26, 2026
|
May 29, 2026
|
June 23, 2026
|
June 26, 2026
|
July 23, 2026
|
July 28, 2026
|
August 24, 2026
|
August 27, 2026
|
September 23, 2026
|
September 28, 2026
|
October 23, 2026
|
October 28, 2026
|
November 23, 2026
|
November 27, 2026
|
December 23, 2026
|
December 29, 2026
|
January 25, 2027
|
January 28, 2027
|
February 23, 2027
|
February 26, 2027
|
March 23, 2027
|
March 29, 2027
|
April 23, 2027
|
April 28, 2027
|
May 24, 2027
|
May 27, 2027
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-4
|
|
|
|
Observation Dates*
|
Contingent Payment Dates
|
June 23, 2027
|
June 28, 2027
|
July 23, 2027
|
July 28, 2027
|
August 23, 2027 (the “Valuation Date”)
|
August 26, 2027 (the “Maturity Date”)
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-5
|
|
|
|
Call Observation Dates*
|
Call Payment Dates
|
February 24, 2025
|
February 27, 2025
|
March 24, 2025
|
March 27, 2025
|
April 23, 2025
|
April 28, 2025
|
May 23, 2025
|
May 29, 2025
|
June 23, 2025
|
June 26, 2025
|
July 23, 2025
|
July 28, 2025
|
August 25, 2025
|
August 28, 2025
|
September 23, 2025
|
September 26, 2025
|
October 23, 2025
|
October 28, 2025
|
November 24, 2025
|
November 28, 2025
|
December 23, 2025
|
December 29, 2025
|
January 23, 2026
|
January 28, 2026
|
February 23, 2026
|
February 26, 2026
|
March 23, 2026
|
March 26, 2026
|
April 23, 2026
|
April 28, 2026
|
May 26, 2026
|
May 29, 2026
|
June 23, 2026
|
June 26, 2026
|
July 23, 2026
|
July 28, 2026
|
August 24, 2026
|
August 27, 2026
|
September 23, 2026
|
September 28, 2026
|
October 23, 2026
|
October 28, 2026
|
November 23, 2026
|
November 27, 2026
|
December 23, 2026
|
December 29, 2026
|
January 25, 2027
|
January 28, 2027
|
February 23, 2027
|
February 26, 2027
|
March 23, 2027
|
March 29, 2027
|
April 23, 2027
|
April 28, 2027
|
May 24, 2027
|
May 27, 2027
|
June 23, 2027
|
June 28, 2027
|
July 23, 2027
|
July 28, 2027
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-6
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-7
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-8
|
|
|
|
Number of Contingent Coupon Payments
|
Total Contingent Coupon Payments
|
0
|
$0.000
|
2
|
$29.584
|
4
|
$59.168
|
6
|
$88.752
|
8
|
$118.336
|
10
|
$147.920
|
12
|
$177.504
|
14
|
$207.088
|
16
|
$236.672
|
18
|
$266.256
|
20
|
$295.840
|
22
|
$325.424
|
24
|
$355.008
|
26
|
$384.592
|
28
|
$414.176
|
30
|
$443.760
|
32
|
$473.344
|
34
|
$502.928
|
36
|
$532.512
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-9
|
|
|
|
Ending Value of the Least Performing Underlying Stock
|
Underlying Stock Return of the Least Performing Underlying Stock
|
Redemption Amount per Note (including any final Contingent Coupon Payment)
|
Return on the Notes(1)
|
160.00
|
60.00%
|
$1,014.792
|
1.4792%
|
150.00
|
50.00%
|
$1,014.792
|
1.4792%
|
140.00
|
40.00%
|
$1,014.792
|
1.4792%
|
130.00
|
30.00%
|
$1,014.792
|
1.4792%
|
120.00
|
20.00%
|
$1,014.792
|
1.4792%
|
110.00
|
10.00%
|
$1,014.792
|
1.4792%
|
105.00
|
5.00%
|
$1,014.792
|
1.4792%
|
102.00
|
2.00%
|
$1,014.792
|
1.4792%
|
100.00(2)
|
0.00%
|
$1,014.792
|
1.4792%
|
90.00
|
-10.00%
|
$1,014.792
|
1.4792%
|
80.00
|
-20.00%
|
$1,014.792
|
1.4792%
|
70.00(3)
|
-30.00%
|
$1,014.792
|
1.4792%
|
69.99
|
-30.01%
|
$699.900
|
-30.0100%
|
60.00
|
-40.00%
|
$600.000
|
-40.0000%
|
50.00
|
-50.00%
|
$500.000
|
-50.0000%
|
0.00
|
-100.00%
|
$0.000
|
-100.0000%
|
(1)
|
The “Return on the Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent Coupon Payments paid prior to maturity.
|
(2)
|
The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only and does not represent a likely Starting Value of any Underlying Stock.
|
(3)
|
This is the hypothetical Coupon Barrier and Threshold Value of the Least Performing Underlying Stock.
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-10
|
|
|
|
•
|
Your investment may result in a loss; there is no guaranteed return of principal. There is no fixed principal repayment amount on the Notes at maturity. If the Notes are not automatically called prior to maturity and the Ending Value of either Underlying Stock is less than its Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying Stock and you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying Stock is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.
|
•
|
Your return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes. Your return on the Notes is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent to which the Observation Value or Ending Value of any Underlying Stock exceeds its Coupon Barrier or Starting Value, as applicable. Similarly, the amount payable at maturity or upon an Automatic Call will never exceed the sum of the principal amount and the applicable Contingent Coupon Payment, regardless of the extent to which the Observation Value or Ending Value of any Underlying Stock exceeds its Starting Value. In contrast, a direct investment in the Underlying Stocks would allow you to receive the benefit of any appreciation in their prices. Any return on the Notes will not reflect the return you would realize if you actually owned shares of an Underlying Stock and received the dividends paid or distributions made on them.
|
•
|
The Notes are subject to a potential Automatic Call, which would limit your ability to receive the Contingent Coupon Payments over the full term of the Notes. The Notes are subject to a potential Automatic Call. Beginning with the February 24, 2025 Call Observation Date, the Notes will be automatically called if, on any Call Observation Date, the Observation Value of each Underlying Stock is greater than or equal to its Call Value. If the Notes are automatically called prior to the Maturity Date, you will be entitled to receive the Early Redemption Amount on the applicable Call Payment Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity to continue to receive Contingent Coupon Payments after the date of the Automatic Call. If the Notes are called prior to the Maturity Date, you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the Notes.
|
•
|
You may not receive any Contingent Coupon Payments. The Notes do not provide for any regular fixed coupon payments. Investors in the Notes will not necessarily receive any Contingent Coupon Payments on the Notes. If the Observation Value of any Underlying Stock is less than its Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable to that Observation Date. If the Observation Value of any Underlying Stock is less than its Coupon Barrier on all the Observation Dates during the term of the Notes, you will not receive any Contingent Coupon Payments during the term of the Notes, and will not receive a positive return on the Notes.
|
•
|
Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same Maturity Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money. In addition, if interest rates increase during the term of the Notes, the Contingent Coupon Payment (if any) may be less than the yield on a conventional debt security of comparable maturity.
|
•
|
The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will not reflect changes in the prices of the Underlying Stocks other than on the Observation Dates or Call Observation Dates, as applicable. The prices of the Underlying Stocks during the term of the Notes other than on the Observation Dates or Call Observation Dates, as applicable, will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlying Stocks while holding the Notes, as the performance of the Underlying Stocks may influence the market value of the Notes. The calculation agent will determine whether each Contingent Coupon Payment is payable and will calculate the Early Redemption Amount or the Redemption Amount, as applicable, by comparing only the Starting Value, the Coupon Barrier, the Call Value or the Threshold Value, as applicable, to the Observation Value or the Ending Value for each Underlying Stock. No other prices of the Underlying Stocks will be taken into account. As a result, if the Notes are not automatically called prior to maturity and the Ending Value of the Least Performing Underlying Stock is less than its Threshold Value, you will receive less than the principal amount at maturity even if the price of each Underlying Stock was always above its Threshold Value prior to the Valuation Date.
|
•
|
Because the Notes are linked to the least performing (and not the average performance) of the Underlying Stocks, you may not receive any return on the Notes and may lose a significant portion or all of your investment in the Notes even if the Observation Value or Ending Value of one Underlying Stock is greater than or equal to its Coupon Barrier or Threshold Value, as applicable. Your Notes are linked to the least performing of the Underlying Stocks, and a change in the price of one Underlying Stock may not correlate with changes in the price of the other Underlying Stock. The Notes are not linked to a basket composed of the Underlying
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-11
|
|
|
|
|
Stocks, where the depreciation in the price of one Underlying Stock could be offset to some extent by the appreciation in the price of the other Underlying Stock. In the case of the Notes, the individual performance of each Underlying Stock would not be combined, and the depreciation in the price of one Underlying Stock would not be offset by any appreciation in the price of the other Underlying Stock. Even if the Observation Value of an Underlying Stock is at or above its Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment with respect to that Observation Date if the Observation Value of the other Underlying Stock is below its Coupon Barrier on that day. In addition, even if the Ending Value of an Underlying Stock is at or above its Threshold Value, you will lose a significant portion or all of your investment in the Notes if the Ending Value of the Least Performing Underlying Stock is below its Threshold Value.
|
•
|
Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes in our or the Guarantor’s creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of the performance of the Underlying Stocks. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be at any time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amount(s) payable under the terms of the Notes.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the Guarantor’s perceived creditworthiness and actual or anticipated decreases in our or the Guarantor’s credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S. Treasury securities (the “credit spread”) prior to the Maturity Date may adversely affect the market value of the Notes. However, because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the prices of the Underlying Stocks, an improvement in our or the Guarantor’s credit ratings will not reduce the other investment risks related to the Notes. |
•
|
We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the Guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet our obligations under the Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited.
|
•
|
The public offering price you pay for the Notes will exceed their initial estimated value. The range of initial estimated values of the Notes that is provided on the cover page of this preliminary pricing supplement, and the initial estimated value as of the pricing date that will be provided in the final pricing supplement, are each estimates only, determined as of a particular point in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of the Guarantor, the Guarantor’s internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the Notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value. This is due to, among other things, changes in the prices of the Underlying Stocks, changes in the Guarantor’s internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, and the hedging related charges, all as further described in “Structuring the Notes” below. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways.
|
•
|
The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates would be willing to purchase your Notes in any secondary market (if any exists) at any time. The value of your Notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlying Stocks, our and BAC’s creditworthiness and changes in market conditions.
|
•
|
We cannot assure you that a trading market for your Notes will ever develop or be maintained. We will not list the Notes on any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or illiquid.
|
•
|
Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the Notes and their market value. We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell shares of the Underlying Stocks, or futures or options contracts or exchange traded instruments on the Underlying Stocks, or other instruments whose value is derived from the Underlying Stocks. We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-12
|
|
|
|
|
management. These transactions may adversely affect the prices of the Underlying Stocks in a manner that could be adverse to your investment in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection with the Notes), may affect the prices of the Underlying Stocks. Consequently, the prices of the Underlying Stocks may change subsequent to the pricing date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also expect to engage in hedging activities that could affect the prices of the Underlying Stocks on the pricing date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities will not adversely affect the prices of the Underlying Stocks, the market value of your Notes prior to maturity or the amounts payable on the Notes. |
•
|
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Notes and, as such, will make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
|
•
|
The terms of the Notes will not be adjusted for all corporate events that could affect an issuer of an Underlying Stock. The Price Multiplier of an Underlying Stock, the determination of the payments on the Notes, and other terms of the Notes may be adjusted for the specified corporate events affecting the Underlying Stock, as described in the section entitled “Description of the Notes—Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement. However, these adjustments do not cover all corporate events that could affect the market price of an Underlying Stock, such as offerings of common shares for cash or in connection with certain acquisition transactions. The occurrence of any event that does not require the calculation agent to adjust the applicable Price Multiplier or the amounts that may be paid on the Notes at maturity may adversely affect the price of an Underlying Stock, and, as a result, the market value of the Notes.
|
•
|
CRWD has limited actual historical information. CRWD commenced trading on the Nasdaq Select Global Market recently. Because CRWD is of recent origin and limited actual historical performance data exists with respect to it, your investment in the Notes may involve a greater risk than investing in Notes linked to Underlying Stocks with a more established record of performance.
|
•
|
The U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the Notes. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as contingent income-bearing single financial contracts, as described below under “U.S. Federal Income Tax Summary—General.” If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the Notes, the timing and character of income, gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled “U.S. Federal Income Tax Summary.” You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the Notes.
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-13
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-14
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-15
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-16
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-17
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-18
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-19
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-20
|
|
|
|
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-21
|
|
|
|
•
|
Product Supplement STOCK-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315468/d427660d424b2.htm |
•
|
Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm |
![]() |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-22
|
|