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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-268718 and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and Product Supplement EQUITY SUN-1 dated February 3, 2023)
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703,910 Units
$10 principal amount per unit
CUSIP No. 05612Q275 ![]() |
Pricing Date
Settlement Date Maturity Date |
August 20, 2024
August 27, 2024
August 29, 2025
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BofA Finance LLC
Market-Linked One Look Notes Linked to the iShares® Silver Trust
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Maturity of approximately one year
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If the Underlying Fund is flat or increases, a return of 25.50%
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1-to-1 downside exposure to decreases in the Underlying Fund, with up to 100.00% of your principal at risk
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All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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No periodic interest payments
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In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$ 10.00
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$7,039,100.00
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Underwriting discount
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$ 0.15
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$105,586.50
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Proceeds, before expenses, to BofA Finance
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$ 9.85
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$6,933,513.50
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Terms of the Notes
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Redemption Amount Determination
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Issuer:
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BofA Finance LLC (“BofA Finance”)
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Notwithstanding anything to the contrary in the accompanying product supplement, the Redemption Amount will be determined as set forth in this term sheet. On the maturity date, you will receive a cash payment per unit determined as follows:
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Guarantor:
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Bank of America Corporation (“BAC”)
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately one year
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Market Measure:
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The iShares® Silver Trust (Bloomberg symbol: "SLV")
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Starting Value:
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$26.87
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Ending Value:
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The Closing Market Price of the Underlying Fund on the calculation day, multiplied by its Price Multiplier, as determined by the calculation agent. The scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described on page PS-28 of the accompanying product supplement.
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Step Up Payment:
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2.55 per unit, which represents a return of 25.50% over the principal amount.
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Threshold Value:
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$26.87 (100% of the Starting Value).
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Calculation Day:
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August 22, 2025
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Price Multiplier:
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1, subject to adjustment for certain events relating to the Market Measure, as described beginning on page PS-33 of the accompanying product supplement.
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Fees and Charges:
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The underwriting discount of $0.15 per unit listed on the cover page and the hedging-related charge of $0.05 per unit described in “Structuring the Notes” on page TS-12.
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Calculation Agent:
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BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
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Market-Linked One Look Notes
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TS-2
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Product supplement EQUITY SUN-1 dated February 3, 2023:
https://www.sec.gov/Archives/edgar/data/70858/000119312523023680/d432066d424b2.htm |
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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 |
You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the Ending Value will not be less than the Starting Value.
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You accept that the return on the notes will be limited to the return represented by the Step Up Payment.
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You are willing to risk a loss of principal and return if the Underlying Fund decreases from the Starting Value to the Ending Value that is below the Starting Value.
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends or other benefits of owning shares of the Underlying Fund or the assets held by the Underlying Fund.
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC’s actual and perceived creditworthiness, BAC’s internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, and BAC’s credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount, as applicable.
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You believe that the Underlying Fund will decrease from the Starting Value to the Ending Value or that it will increase by more than the return represented by the Step Up Payment.
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You seek an uncapped return on your investment.
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You seek principal repayment or preservation of capital.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on shares of the Underlying Fund or the assets held by the Underlying Fund.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes or to take BAC's credit risk, as guarantor of the notes.
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Market-Linked One Look Notes
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TS-3
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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This graph reflects the returns on the notes, based on the Threshold Value of 100% of the Starting Value and the Step Up Payment of $2.55 per unit. The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Underlying Fund, excluding dividends.
This graph has been prepared for purposes of illustration only.
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Ending Value
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Percentage Change from the Starting Value to the Ending Value
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Redemption Amount per Unit
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Total Rate of Return on the Notes
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0.00
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-100.00%
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$0.00
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-100.00%
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50.00
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-50.00%
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$5.00
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-50.00%
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80.00
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-20.00%
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$8.00
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-20.00%
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90.00
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-10.00%
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$9.00
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-10.00%
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94.00
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-6.00%
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$9.40
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-6.00%
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97.00
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-3.00%
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$9.70
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-3.00%
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100.00(1)(2)
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0.00%
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$12.55(3)
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25.50%
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102.00
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2.00%
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$12.55
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25.50%
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105.00
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5.00%
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$12.55
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25.50%
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110.00
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10.00%
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$12.55
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25.50%
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120.00
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20.00%
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$12.55
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25.50%
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125.50
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25.50%
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$12.55
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25.50%
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130.00
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30.00%
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$12.55
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25.50%
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140.00
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40.00%
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$12.55
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25.50%
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150.00
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50.00%
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$12.55
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25.50%
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160.00
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60.00%
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$12.55
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25.50%
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165.00
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65.00%
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$12.55
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25.50%
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(1)
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The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value is $26.87, which was the Closing Market Price of the Market Measure on the pricing date.
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(2)
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This is the hypothetical Threshold Value.
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(3)
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This amount represents the sum of the principal amount and the Step Up Payment of $2.55.
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Market-Linked One Look Notes
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TS-4
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Example 1
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The Ending Value is 90.00, or 90.00% of the Starting Value:
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Starting Value: 100.00
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Threshold Value: 100.00
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Ending Value: 90.00
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Redemption Amount per unit
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Example 2
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The Ending Value is 110.00, or 110.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 110.00
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$10.00 + $2.55 = $12.55
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Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is equal to or greater than the Starting Value.
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Example 3
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The Ending Value is 140.00, or 140.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 140.00
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$10.00 + $2.55 = $12.55
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Redemption Amount per unit, the principal amount plus the Step Up Payment, since the
Ending Value is equal to or greater than the Starting Value.
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Market-Linked One Look Notes
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TS-5
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Depending on the performance of the Underlying Fund as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC’s creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
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Your investment return is limited to the return represented by the Step Up Payment and may be less than a comparable investment directly in the Underlying Fund or the assets held by the Underlying Fund.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC’s obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
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The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of the pricing date by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of BAC, BAC’s internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates 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.
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The public offering price you are paying for the notes exceeds the initial estimated value. 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 the initial estimated value. This is due to, among other things, changes in the price of the Underlying Fund, changes in BAC’s internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging-related charge, all as further described in “Structuring the Notes” beginning on page TS-12. 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.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, 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 Fund, our and BAC’s creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S, BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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BAC and its affiliates’ hedging and trading activities (including trades in shares of in the Underlying Fund or in the assets held by the Underlying Fund) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
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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.
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The sponsor and the trustee of the Underlying Fund may adjust the Underlying Fund in a way that could adversely impact the value of the notes and the amount payable on the notes, and these entities have no obligation to consider your interests.
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You will have no rights of a holder of the Underlying Fund or the assets held by the Underlying Fund, and you will not be entitled to receive the assets held by or other distributions on the Underlying Fund.
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There are liquidity and management risks associated with the Underlying Fund.
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Market-Linked One Look Notes
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TS-6
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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The performance of the Underlying Fund may not correlate with the performance of the assets held by the Underlying Fund as well as the net asset value per share of the Underlying Fund, especially during periods of market volatility when the liquidity and the market price of shares of the Underlying Fund and/or the assets held by the Underlying Fund may be adversely affected, sometimes materially.
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If the liquidity of the assets held by the Underlying Fund is limited, the price of the Underlying Fund, and therefore, the return on the notes may be adversely affected.
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The payments on the notes will not be adjusted for all corporate events that could affect the Underlying Fund. See “Description of the Notes—Anti-Dilution and Discontinuance Adjustments Relating to Underlying Funds” beginning on PS-33 of the
accompanying product supplement.
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The notes will not be regulated by the Commodity Futures Trading Commission.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-39 of the accompanying product supplement.
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Market-Linked One Look Notes
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TS-7
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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TS-8
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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TS-9
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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TS-10
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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TS-11
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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Market-Linked One Look Notes
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TS-12
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Market-Linked One Look Notes
Linked to the iShares® Silver Trust, due August 29, 2025 |
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the Underlying Fund.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined on page 71 of the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale or exchange, of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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No assurance can be given that the Internal Revenue Service (“IRS”) or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on “dividend equivalent” payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are “delta-one” instruments.
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Market-Linked One Look Notes
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TS-13
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