BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities |
![]() ![]() |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the NASDAQ-100 Index®, the Energy Select Sector SPDR® Fund and the Real Estate Select Sector SPDR® Fund due May 11, 2028 Term Sheet to Preliminary Pricing Supplement dated April 28, 2025 |
Issuer and Guarantor: |
BofA Finance LLC (“BofA Finance” or “Issuer”) and Bank of America Corporation (“BAC” or the “Guarantor”) |
Underlyings: |
The NASDAQ-100 Index®, the Energy Select Sector SPDR® Fund and the Real Estate Select Sector SPDR® Fund |
Pricing Date*: |
May 8, 2025 |
Issue Date*: |
May 13, 2025 |
Maturity Date*: |
May 11, 2028 |
Denominations: |
$1,000 and any integral multiple of $1,000. |
Automatic Call: |
If the closing value of the Lowest Performing Underlying on the Call Date is greater than or equal to its Starting Value, the Securities will be automatically called for the principal amount plus the Call Premium. |
Call Date*: |
May 13, 2026 |
Call Premium: |
At least 36.00% of the principal amount |
Lowest Performing Underlying: |
The Lowest Performing Underlying is the Underlying with the lowest Performance Factor on the Call Date or the Final Calculation Day, as applicable. |
Performance Factor: |
With respect to an Underlying on the Call Date or the Final Calculation Day, its closing value on the Call Date or the Final Calculation Day, as applicable, divided by its Starting Value (expressed as a percentage). |
Call Settlement Date: |
Three business days after the Call Date. |
Maturity Payment Amount (per Security): |
If the Securities are not automatically called, you will receive a Maturity Payment Amount that could be greater than, equal to or less than the principal amount per Security:
●
if the Ending Value of the Lowest Performing Underlying is greater than or equal to its Starting Value:
$1,000 + ($1,000 × Underlying Return of the Lowest Performing Underlying × Upside Participation Rate)
●
If the Ending Value of the Lowest Performing Underlying is less than its Starting Value but greater than or equal to its Threshold Value: $1,000; or
●
If the Ending Value the Lowest Performing Underlying is less than its Threshold Value:
$1,000 + ($1,000 × Underlying Return of the Lowest Performing Underlying)
|
Starting Value: |
With respect to each Underlying, its closing value on the Pricing Date |
Ending Value: |
With respect to each Underlying, its closing value on the Final Calculation Day |
Threshold Value: |
With respect to each Underlying, 60% of its Starting Value. |
Upside Participation Rate: |
150% |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance |
Underwriting Discount**: |
Up to 2.575% per Security; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.00% per Security and WFA may receive a distribution expense fee of 0.075% per Security. |
CUSIP: |
09711HD59 |
Material Tax Consequences: |
See the preliminary pricing supplement. |
*Subject to change.
** In addition, selected dealers may receive a fee of up to 0.30% per Security for marketing and other services. |
●
Your investment may result in a loss; there is no guaranteed return of principal.
●
The Securities do not bear interest.
●
If the Securities are automatically called, your return will be limited to the Call Premium.
●
The Call Premium or Maturity Payment Amount, as applicable, will not reflect the values of the Underlyings other than on the Call Date or the Final Calculation Day, as applicable.
●
The Securities are subject to a potential automatic call, which would limit your ability to receive further payment on the Securities.
●
Because the Securities are linked to the lowest performing (and not the average performance) of the Underlyings, you may not receive any return on the Securities and may lose a significant portion or all of your principal amount even if the closing value of one Underlying is always greater than or equal to its Starting Value or Threshold Value.
●
Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity.
●
The Call Settlement Date or the Maturity Date may be postponed if the Call Date or Final Calculation Day is postponed.
●
Any payment on the Securities is subject to the credit risk of BofA Finance, as issuer, and BAC, as Guarantor, and actual or perceived changes in BofA Finance’s or the Guarantor’s creditworthiness are expected to affect the value of the Securities.
●
We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
●
The public offering price you pay for the Securities will exceed their initial estimated value.
●
The initial estimated value does not represent a minimum or maximum price at which BofA Finance, BAC, BofAS or any of our other affiliates or Wells Fargo Securities, LLC (“WFS”) or its affiliates would be willing to purchase your Securities in any secondary market (if any exists) at any time.
●
BofA Finance cannot assure you that a trading market for your Securities will ever develop or be maintained.
●
The Securities are not designed to be short-term trading instruments, and if you attempt to sell the Securities prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount.
●
Trading and hedging activities by BofA Finance, the Guarantor and any of our other affiliates, including BofAS, and WFS and its affiliates, may create conflicts of interest with you and may affect your return on the Securities and their market value.
●
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.
|
●
Any payments on the Securities and whether the Securities are automatically called will depend upon the performance of the Underlyings, and therefore the Securities are subject to the following risks, each as discussed in more detail in the accompanying product supplement.
o
Changes that affect the Indices may adversely affect the value of the Securities and any payments on the Securities.
o
We cannot control actions by any of the unaffiliated companies whose securities are included any Index.
o
We and our affiliates have no affiliation with any index sponsor and have not independently verified their public disclosure of information.
o
Risks associated with the fund underlying index, or the underlying assets of the Fund, will affect the value of the Fund and hence the value of the Securities.
o
Changes that affect the Fund or its fund underlying index may adversely affect the value of the Securities and any payments on the Securities.
o
We cannot control actions by any of the unaffiliated companies whose securities are included in the Fund or its fund underlying index.
o
We and our affiliates have no affiliation with the fund sponsor or fund underlying index sponsor and have not independently verified their public disclosure of information.
o
There are risks associated with funds.
●
The Securities are subject to risks associated with foreign securities markets.
●
Adverse conditions in the energy sector may reduce your return on the Securities.
●
The stocks of companies in the energy sector are subject to swift price fluctuations.
●
The stocks held by the XLRE and the XLE are concentrated in two different sectors.
●
The Securities are subject to risks associated with the real estate sector.
●
The performance of the XLRE or the XLE may not correlate with the performance of its respective underlying index (each an “underlying index”) as well as the net asset value per share or unit of the XLRE or the XLE, especially during periods of market volatility.
●
The anti-dilution adjustments will be limited.
●
The U.S. federal income and estate tax consequences of the Securities are uncertain, and may be adverse to a holder of the Securities.
|