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Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718
and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and
Product Supplement STOCK CYN-1 dated August 2, 2023) |
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Strike Date
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March 13, 2025
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200,000 Units
$10 principal amount per unit CUSIP No. 09710T231 ![]() |
Pricing Date
Settlement Date Maturity Date |
March 14, 2025
March 21, 2025 March 21, 2028 |
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BofA Finance LLC
Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation) Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation
Fully and Unconditionally Guaranteed by Bank of America Corporation
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A Contingent Coupon Payment of $0.975 per unit (equal to a rate of approximately 39.00% per annum) payable on the applicable Coupon Payment Date if the Observation Value of each of the common stock of Microsoft Corporation, the common stock of NVIDIA Corporation and the common stock of Oracle Corporation (each an “Underlying Stock” and collectively the “Underlying Stocks”), on each trading day during the applicable quarterly Observation Period is greater than or equal to 80% of its Starting Value.
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Automatically callable if the Observation Value of the Worst-Performing Market Measure on any quarterly Call Observation Date, beginning approximately six months after the pricing date, is at or above its Starting Value. If the notes are called, on the applicable Call Payment Date you will receive the principal amount of your notes plus any Contingent Coupon Payment that may otherwise be due. No further amounts will be payable following an automatic call.
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If not called, a maturity of approximately three years.
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If not called, at maturity, if the price of the Worst-Performing Market Measure has not decreased by more than 20%, a return of principal; otherwise, 1-to-1 downside exposure to decreases in the Worst-Performing Market Measure from its Starting Value beyond a 20% decline, with up to 80% of the principal amount at risk. At maturity the final Contingent Coupon Payment will also be payable if the Observation Value of each Underlying Stock on each trading day during the final quarterly Observation Period is greater than or equal to 80% of its Starting Value.
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The Starting Value of each Underlying Stock was determined on March 13, 2025 (the “Strike Date”). The Starting Value of each Underlying Stock is lower than its respective Closing Market Price on the pricing date.
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The notes are not linked to a basket composed of the Underlying Stocks. Any depreciation in the price of any Underlying Stock will not be offset by any appreciation in the price of any other Underlying Stock.
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All payments 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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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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$10.00
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$ 2,000,000.00
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Underwriting discount(1)
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$ 0.15
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$ 30,000.00
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$ 0.05
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$ 10,000.00
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Proceeds, before expenses, to BofA Finance
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$ 9.80
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$ 1,960,000.00
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(1)
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The underwriting discount reflects a sales commission of $0.15 per unit and a structuring fee of $0.05 per unit.
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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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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Terms of the Notes
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Issuer:
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BofA Finance LLC (“BofA Finance”)
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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 three years, if not previously called
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Market Measures:
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The common stock of Microsoft Corporation (Nasdaq Global Select Market symbol: “MSFT”), the common stock of NVIDIA Corporation (Nasdaq Global Select Market symbol: “NVDA”) and the common stock of Oracle Corporation (NYSE symbol: “ORCL”)
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Worst-Performing Market Measure:
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The Underlying Stock with the lowest Observation Value or Ending Value, as applicable, as compared to its Starting Value, calculated as follows:
With respect to each Underlying Stock on any Call Observation Date:
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With respect to each Underlying Stock on the Final Calculation Day:
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Call Feature:
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Autocallable Notes
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Buffer:
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Applicable
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Coupon Barrier:
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MSFT: $303.01, which is 80.00% of its Starting Value (rounded to two decimal places).
NVDA: $92.46, which is 80.00% of its Starting Value (rounded to two decimal places).
ORCL: $118.12, which is 80.00% of its Starting Value (rounded to two decimal places).
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Threshold Value:
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MSFT: $303.01, which is 80.00% of its Starting Value (rounded to two decimal places).
NVDA: $92.46, which is 80.00% of its Starting Value (rounded to two decimal places).
ORCL: $118.12, which is 80.00% of its Starting Value (rounded to two decimal places).
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Call Value:
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MSFT: $378.77, which is 100.00% of its Starting Value.
NVDA: $115.58, which is 100.00% of its Starting Value.
ORCL: $147.66, which is 100.00% of its Starting Value.
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Contingent Coupon Payments:
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Notwithstanding anything to the contrary in the accompanying product supplement, the notes will pay a Contingent Coupon Payment of $0.975 per unit (equal to a rate of approximately 39.00% per annum) on the applicable Coupon Payment Date if the
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-2
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Observation Value of each Underlying Stock on each trading day during the applicable quarterly Observation Period is greater than or equal to its Coupon Barrier.
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Call Payment:
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The principal amount plus any Contingent Coupon Payment that may otherwise be due on the applicable Call Payment Date.
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Starting Value:
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MSFT: $378.77
NVDA: $115.58
ORCL: $147.66
The Starting Value of each Underlying Stock was determined on the Strike Date. The Starting Value of each Underlying Stock is lower than its respective Closing Market Price on the pricing date.
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Ending Value:
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With respect to each Underlying Stock, its Closing Market Price on the Final Calculation Day multiplied by its Price Multiplier on that day. The scheduled Final Calculation Day is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-32 of the accompanying product supplement.
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Observation Value:
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With respect to each Underlying Stock on any trading day during an Observation Period, on any Observation Period End Date or on any Call Observation Date, its Closing Market Price on such day multiplied by its Price Multiplier on that day.
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Observation Period:
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Each Observation Period will consist of each trading day from, but excluding, an Observation Period End Date to, and including, the following Observation Period End Date; provided that the first Observation Period will consist of each trading day from, but excluding, the pricing date to, and including, the first Observation Period End Date. Each trading day during an Observation Period is subject to adjustment in the event of Market Disruption Events, as described on page TS-9 of this term sheet.
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Observation Period End Dates:
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Quarterly, on June 16, 2025, September 15, 2025, December 15, 2025, March 16, 2026, June 15, 2026, September 14, 2026, December 14, 2026, March 15, 2027, June 14, 2027, September 14, 2027, December 14, 2027 and March 14, 2028 (the final Observation Period End Date), subject to adjustment in the event of Market Disruption Events or non-trading days, as described on page TS-9 of this term sheet.
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Call Observation Dates:
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The Observation Period End Dates beginning on September 15, 2025 and ending on December 14, 2027.
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Final Calculation Day/Maturity Valuation Period:
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The final Observation Period End Date.
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Coupon Payment Dates:
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Approximately the fifth business day following the applicable Observation Period End Date, subject to postponement as described beginning on page PS-30 of the accompanying product supplement; provided however, that the Coupon Payment Date related to the final Observation Period End Date will be the maturity date.
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Call Payment Dates:
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The Coupon Payment Dates applicable to the relevant Call Observation Dates
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Price Multiplier:
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With respect to each Underlying Stock, 1, subject to adjustments for certain corporate events relating to such Underlying Stock described beginning on PS-33 of the accompanying product supplement.
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Fees and Charges:
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The underwriting discount of $0.20 per unit listed on the cover page.
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Calculation Agent:
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BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-3
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-4
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Product supplement STOCK CYN-1 dated August 2, 2023:
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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 |
Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-5
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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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 understand that the payment of Contingent Coupon Payments, if any, will be based solely on the performance of each Underlying Stock on each trading day during each Observation Period and that the determination of whether the notes will be automatically called and the payment of the Redemption Amount will be based solely on the performance of the Worst-Performing Market Measure.
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You anticipate that the Observation Value of each Underlying Stock will be equal to or greater than its Coupon Barrier on each trading day during most or all of the Observation Periods.
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You anticipate that the notes will be automatically called, in which case you accept an early exit from your investment, or if not automatically called that the Worst-Performing Market Measure will not decrease from its Starting Value to an Ending Value that is below its Threshold Value.
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You understand that if the notes are automatically called, you will only receive a Call Payment that is greater than the principal amount if the Observation Value of each Underlying Stock on each trading day during the related Observation Period was greater than or equal to its Coupon Barrier.
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You accept that the return on the notes will be limited to the return represented by the Contingent Coupon Payments even if the percentage change in the prices of the Underlying Stocks are significantly greater than such return.
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You are willing to risk a loss of principal and return if the notes are not automatically called and the Worst-Performing Market Measure decreases from its Starting Value to an Ending Value that is less than its Threshold Value.
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You are willing to forgo dividends or other benefits of owning shares of the Underlying Stocks.
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You are willing to accept a limited or no market for sales for the notes 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.
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You are unwilling to accept that payment of Contingent Coupon Payments, if any, will be based solely on the performance of each Underlying Stock on each trading day during each Observation Period and that the determination of whether the notes will be automatically called and the payment of the Redemption Amount will be based solely on the performance of the Worst-Performing Market Measure.
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You anticipate that the Observation Value of at least one Underlying Stock will be less than its Coupon Barrier on at least one trading day during most or all of the Observation Periods and less than its Threshold Value on the Final Calculation Day.
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You wish to make an investment that cannot be automatically called prior to maturity.
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You seek to make an investment where, if the notes are automatically called prior to maturity, you will receive a Call Payment that is greater than the principal amount.
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You seek an uncapped return on your investment.
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You seek 100% principal repayment or preservation of capital.
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You want to receive dividends or other distributions paid on the Underlying Stocks.
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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, 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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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-6
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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1)
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a hypothetical Starting Value of 100.00 for each Underlying Stock;
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2)
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a hypothetical Coupon Barrier of 80.00 for each Underlying Stock;
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3)
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a hypothetical Threshold Value of 80.00 for each Underlying Stock;
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4)
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a hypothetical Call Value of 100.00 for each Underlying Stock;
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5)
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an expected term of the notes of approximately three years if the notes are not called on any Call Observation Date;
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6)
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a Contingent Coupon Payment applicable to a single Coupon Payment Date of $0.975 per unit;
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7)
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the Observation Periods occurring quarterly during the term of the notes; and
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8)
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the Call Observation Dates occurring quarterly beginning approximately six months after the pricing date.
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-7
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-8
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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If the notes are not called and the Ending Value of the Worst-Performing Market Measure is less than its Threshold Value, you will lose up to 80% of the principal amount.
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Your investment return is limited to the return represented by the Contingent Coupon Payments and may be less than a comparable investment directly in the Underlying Stocks.
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You may not receive any Contingent Coupon Payments. If the Observation Value of at least one Underlying Stock is less than its Coupon Barrier on at least one trading day during each Observation Period, you will not receive any Contingent Coupon Payments over the term of the notes and will not receive a positive return on the notes.
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If the notes are called, you will be subject to reinvestment risk, and you will lose the opportunity to receive Contingent Coupon Payments, if any, that otherwise might have been payable after the date of the call. If the notes are called, you will receive a Call Payment $10 per unit plus any Contingent Coupon Payment that may otherwise be due on the applicable Call Payment Date. Therefore, you will only receive a Call Payment that is greater than the principal amount if the Observation Value of each Underlying Stock on each trading day during the related Observation Period was greater than or equal to its Coupon Barrier.
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The notes are subject to the risks of each Underlying Stock, not a basket composed of the Underlying Stocks, and will be negatively affected if the level of any Underlying Stock decreases below its Coupon Barrier on any trading day during any Observation Period or below its Threshold Value on the Final Calculation Day, even if the levels of each other Underlying Stocks are above their respective Coupon Barrier or Threshold Value as of those days.
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You will not benefit in any way from the performance of the better performing Underlying Stocks.
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Because the notes are linked to three underlying stocks, as opposed to only one, it is more likely that a Contingent Coupon Payment will not be payable on any given Coupon Payment Date or that the Ending Value of an Underlying Stock will be less than its Threshold Value on the Final Calculation Day, and consequently, you will not receive a positive return on the notes and will lose some or a significant portion of your investment.
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You will be subject to risks relating to the relationship between the Underlying Stocks. The less correlated the Underlying Stocks, the more likely it is that the Observation Value of one of the Underlying Stocks will be below its Coupon Barrier on at least one trading day during any Observation Period or below its Threshold Value on the Final Calculation Day.
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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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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 prices of the Underlying Stocks, changes in BAC’s internal funding rate, and the inclusion in the public offering price of the underwriting discount and costs associated with hedging the notes, all as further
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-9
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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described in “Structuring the Notes” on page TS-16. 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 Stocks, 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 or 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 the Underlying Stocks) 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 Underlying Companies will have no obligations relating to the notes, and none of us, BAC, MLPF&S or BofAS will perform any due diligence procedures with respect to the Underlying Companies in connection with this offering.
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You will have no rights of a holder of the Underlying Stocks and you will not be entitled to receive shares of the Underlying Stocks or dividends or other distributions by the Underlying Companies.
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While BAC and our other affiliates may from time to time own securities of the Underlying Companies, we, BAC and our other affiliates do not control the Underlying Companies, and have not verified any disclosure made by any other company.
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Payments on the notes will not be adjusted for all corporate events that could affect the Underlying Stocks. See “Description of the Notes—Anti-Dilution Adjustments” beginning on page PS-33 of the accompanying product supplement.
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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-45 of the accompanying product supplement.
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-10
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-11
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-12
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-13
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-14
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-15
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-16
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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
Linked to the Worst-Performing of the Common Stock of Microsoft Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Oracle Corporation, due March 21, 2028 |
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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 contingent income-bearing single financial contract with respect to the Underlying Stocks.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined in the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption 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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We intend to take the position that any Contingent Coupon Payments constitute taxable ordinary income to a U.S. Holder at the time received or accrued, in accordance with the U.S. Holder’s method of tax accounting.
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Because the U.S. federal income tax treatment of the Contingent Coupon Payments is uncertain, we (or the applicable paying agent) will withhold U.S. federal income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon Payment made to a Non-U.S. Holder unless such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. (in which case, to avoid withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We (or the applicable paying agent) will not pay any additional amounts in respect of such withholding.
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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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Autocallable Contingent Coupon Buffered Notes (with Daily Coupon Observation)
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TS-17
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