•   

The Auto-Callable Notes Linked to the Least Performing of the Common Stock of NVIDIA Corporation, the Nasdaq-100^® Index and the Technology Select Sector SPDR^® Fund, due May 12, 2028 (the “Notes”) priced on May 9, 2025 and will issue on May 14, 2025.

•   

Approximate 3 year term if not called prior to maturity.

•   

Payment on the Notes will depend on the individual performance of the common stock of NVIDIA Corporation, the Nasdaq-100^® Index and the Technology Select Sector SPDR^® Fund (each an “Underlying”).

•   

Beginning with the May 14, 2026 Call Observation Date, automatically callable monthly for an amount equal to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying on either the same Call Observation Date or on different prior Call Observation Dates. The Call Observation Dates and Call Amounts are indicated on page PS-5.

•   

A “Redemption Event” will be deemed to have occurred with respect to an Underlying on a Call Observation Date if, on that Call Observation Date, the Observation Value of such Underlying is greater than or equal to its respective Call Value. The Call Values are indicated on page PS-2.

•   

Assuming the Notes are not called, if any Underlying declines by more than 40% from its Starting Value to its Ending Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Least Performing Underlying, with up to 100% of the principal at risk. Otherwise, if the Notes are not called and the Ending Value of the Least Performing Underlying is greater than or equal to 60% of its Starting Value, at maturity you will receive the principal amount of your Notes.

•   

Any payment on the Notes is 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.

•   

No periodic interest payments.

•   

The Notes will not be listed on any securities exchange.

•   

CUSIP No. 09711HDE0.

Public offering price

Underwriting discount⁽¹⁾

Proceeds, before expenses, to BofA Finance

Per Note

$1,000.00

$0.00

$1,000.00

Total

$1,559,000.00

$0.00

$1,559,000.00

(1)   

In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $8.00 per $1,000.00 in principal amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.

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.

Underlyings:

The common stock of NVIDIA Corporation (Nasdaq Global Select Market symbol: “NVDA”), a common stock, the Nasdaq-100^® Index (Bloomberg symbol: “NDX”), a price return index, and the Technology Select Sector SPDR^® Fund (Bloomberg symbol: “XLK”).

Pricing Date:

May 9, 2025

Issue Date:

May 14, 2025

Valuation Date:

May 9, 2028 (which is also the final Call Observation Date), subject to postponement as described under “Additional Terms of the Notes—Events Relating to Observation Dates” on page PS-15 of this pricing supplement.

Maturity Date:

May 12, 2028

Starting Value:

NVDA: $116.65

NDX: 20,061.45

XLK: $217.60

Observation Value:

With respect to NVDA, its Closing Market Price on the applicable Call Observation Date, multiplied by its Price Multiplier.

With respect to the NDX, its closing level on the applicable Call Observation Date.

With respect to the XLK, its Closing Market Price on the applicable Call Observation Date, multiplied by its Price Multiplier.

Ending Value:

With respect to each Underlying, its Observation Value on the Valuation Date.

Call Value:

NVDA: $116.65, which is 100.00% of its Starting Value.

NDX: 20,061.45, which is 100.00% of its Starting Value.

XLK: $217.60, which is 100.00% of its Starting Value.

Closing Market Price:

With respect to NVDA, as described below in “Additional Terms of the Notes — Closing Market Price for the Underlying Stock” beginning on page PS-15 of this pricing supplement.

With respect to the XLK, as described in “Description of the Notes — Closing Market Price for ETFs” on page PS-24 of the accompanying product supplement.

Price Multiplier:

With respect to NVDA, 1, subject to adjustment for certain corporate events relating to that Underlying as described below in “Additional Terms of the Notes — Anti-Dilution Adjustments for the Underlying Stock” beginning on page PS-16 of this pricing supplement.

With respect to the XLK, 1, subject to adjustment for certain events as described in “Description of the Notes — Anti-Dilution and Discontinuance Adjustments Relating to ETFs” beginning on page PS-28 of the accompanying product supplement.

Threshold Value:

NVDA: $69.99, which is 60.00% of its Starting Value.

NDX: 12,036.87, which is 60.00% of its Starting Value.

XLK: $130.56, which is 60.00% of its Starting Value.

AUTO-CALLABLE NOTES |  PS-2

Redemption Event:

A Redemption Event will be deemed to have occurred with respect to an Underlying on a Call Observation Date if, on that Call Observation Date, the Observation Value of such Underlying is greater than or equal to its respective Call Value. In order for you to receive a positive return on the Notes, a Redemption Event must occur with respect to each individual Underlying on or prior to the final Call Observation Date.

Automatic Call:

Beginning with the May 14, 2026 Call Observation Date, all (but not less than all) of the Notes will be automatically called at an amount equal to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying on such Call Observation Date or on any prior Call Observation Date. If the Notes are automatically called, the applicable Call Amount will be paid on the applicable Call Payment Date. No further amounts will be payable following an Automatic Call. The Notes will not be automatically called on any Call Observation Date unless a Redemption Event is deemed to have occurred with respect to each Underlying on the applicable Call Observation Date or on any prior Call Observation Date.

Redemption Amount:

If the Notes have not been automatically called, the Redemption Amount per $1,000.00 in principal amount of Notes will be:

a) If the Ending Value of the Least Performing Underlying is greater than or equal to its Threshold Value:

b) If the Ending Value of the Least Performing Underlying is less than its Threshold Value:

In this case, the Redemption Amount will be less than 60.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.

Call Observation Dates:

As set forth beginning on page PS-5

Call Payment Dates:

As set forth beginning on page PS-5

Call Amounts (per $1,000.00 in principal amount):

As set forth beginning on page PS-5

Calculation Agent:

BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.

Selling Agent:

BofAS

CUSIP:

09711HDE0

Underlying Return:

With respect to each Underlying,

Least Performing Underlying:

The Underlying with the lowest Underlying 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; provided that, if the event of default occurs on or prior to the Valuation Date (i.e., not during the period from after that Valuation Date to the original maturity date of the Notes), then the payment on the Notes will be determined as described above under the caption “—Automatic Call,” calculated as if the next scheduled Call Observation Date were three Trading Days prior to the date of acceleration, and in such a case, the calculation agent shall pro-rate the applicable Call Amount according to the period of time elapsed

AUTO-CALLABLE NOTES |  PS-3

between the issue date of the notes and the date of acceleration. 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.

AUTO-CALLABLE NOTES |  PS-4

Call Observation Dates*

Call Payment Dates

Call Amounts (per $1,000.00 in principal amount)

May 14, 2026

May 19, 2026

$1,211.500

June 9, 2026

June 12, 2026

$1,229.125

July 9, 2026

July 14, 2026

$1,246.750

August 10, 2026

August 13, 2026

$1,264.375

September 9, 2026

September 14, 2026

$1,282.000

October 9, 2026

October 15, 2026

$1,299.625

November 9, 2026

November 13, 2026

$1,317.250

December 9, 2026

December 14, 2026

$1,334.875

January 11, 2027

January 14, 2027

$1,352.500

February 9, 2027

February 12, 2027

$1,370.125

March 9, 2027

March 12, 2027

$1,387.750

April 9, 2027

April 14, 2027

$1,405.375

May 10, 2027

May 13, 2027

$1,423.000

June 9, 2027

June 14, 2027

$1,440.625

July 9, 2027

July 14, 2027

$1,458.250

August 9, 2027

August 12, 2027

$1,475.875

September 9, 2027

September 14, 2027

$1,493.500

October 11, 2027

October 14, 2027

$1,511.125

November 9, 2027

November 15, 2027

$1,528.750

December 9, 2027

December 14, 2027

$1,546.375

January 10, 2028

January 13, 2028

$1,564.000

February 9, 2028

February 14, 2028

$1,581.625

March 9, 2028

March 14, 2028

$1,599.250

April 10, 2028

April 13, 2028

$1,616.875

May 9, 2028 (the "Valuation Date")

May 12, 2028 (the "Maturity Date")

$1,634.500

AUTO-CALLABLE NOTES |  PS-5

AUTO-CALLABLE NOTES |  PS-6

AUTO-CALLABLE NOTES |  PS-7

Ending Value of the Least Performing Underlying

Underlying Return of the Least Performing Underlying

Redemption Amount per Note

Return on the Notes⁽¹⁾

99.99

-0.01%

$1,000.00

0.00%

90.00

-10.00%

$1,000.00

0.00%

80.00

-20.00%

$1,000.00

0.00%

70.00

-30.00%

$1,000.00

0.00%

   60.00⁽²⁾

-40.00%

$1,000.00

0.00%

59.99

-40.01%

$599.90

-40.01%

50.00

-50.00%

$500.00

-50.00%

0.00

-100.00%

$0.00

-100.00%

(1)

The “Return on the Notes” is calculated based on the Redemption Amount.

(2)

This is the hypothetical Threshold Value of the Least Performing Underlying.

AUTO-CALLABLE NOTES |  PS-8

•   

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 and the Ending Value of any Underlying 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 and you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.

•   

Any positive investment return on the Notes is limited. You will not participate in any increase in the level of any Underlying. Any positive investment return is limited to the applicable Call Amount if a Redemption Event has occurred with respect to each Underlying on a Call Observation Date or on any prior Call Observation Date. In contrast, a direct investment in an Underlying or in the securities held by or included in an Underlying, as applicable, would allow you to receive the benefit of any appreciation in their values. Any return on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid or distributions made on them. The return on the Notes may be less than a comparable investment directly in an Underlying or in the securities held by or included in the Underlyings, as applicable. There is no guarantee that the Notes will be called, and it is possible that you will not receive any positive return on the Notes.

•   

The Notes do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the Notes, regardless of the extent to which the Observation Value or Ending Value of the Least Performing Underlying exceeds its Starting Value, Call Value or Threshold Value.

•   

The Notes are subject to a potential Automatic Call, which would limit your ability to receive further payment on the Notes. The Notes are subject to a potential Automatic Call. The Notes will be automatically called if a Redemption Event has occurred with respect to each Underlying on a Call Observation Date or on any prior Call Observation Date. If the Notes are automatically called, you will be entitled to receive the applicable Call Amount with respect to the applicable Call Observation Date and no further amounts will be payable following the Automatic Call. In this case, you will lose the opportunity to receive payment of any higher Call Amount that otherwise would be payable after the date of the Automatic Call. If the Notes are called, 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.

•   

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.

•   

The Call Amount or Redemption Amount, as applicable, will not reflect changes in the values of the Underlyings other than on the Call Observation Dates or Valuation Date, as applicable. The values of the Underlyings during the term of the Notes other than on the Call Observation Dates or Valuation Date, as applicable, will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlyings while holding the Notes, as the performance of the Underlyings may influence the market value of the Notes. The Notes will be automatically called if a Redemption Event has occurred with respect to each Underlying on a Call Observation Date or on any prior Call Observation Date. The calculation agent will determine whether a Redemption Event has occurred with respect to an Underlying on a Call Observation Date by comparing only the Call Value for that Underlying to its Observation Value on that Call Observation Date. Similarly, if the Notes are not automatically called, the calculation agent will calculate the Redemption Amount by comparing only the Threshold Value to the Ending Value for each Underlying. No other values of the Underlyings will be taken into account. As a result, if the Notes are not automatically called and the Ending Value of the Least Performing Underlying is less than its Threshold Value, you will receive less than the principal amount at maturity even if the value of each Underlying 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 Underlyings, 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 is greater than or equal to its Call Value or Threshold Value, as applicable. Your Notes are linked to the least performing of the Underlyings, and a change in the value of one Underlying may not correlate with changes in the values of the other Underlyings. The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the value of one Underlying could be offset to some extent by the appreciation in the values of the other Underlyings. In the case of the Notes, the individual performance of each Underlying would not be combined, and the depreciation in the value of one Underlying would not be offset by any appreciation in the values of the other Underlyings. Even if the Observation Value of an Underlying is at or above its Call Value on a Call

AUTO-CALLABLE NOTES |  PS-9

     

Observation Date, your Notes will not be automatically called if a Redemption Event is not deemed to have occurred with respect to another Underlying. In addition, even if the Ending Value of an Underlying 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 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 Underlyings. 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 values of the Underlyings, 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 are paying for the Notes exceeds their initial estimated value. The initial estimated value of the Notes that is provided on the cover page of this pricing supplement 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 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 values of the Underlyings, changes in the Guarantor’s internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, the referral fee 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 Underlyings, 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 or units of the Underlyings or the securities held by or included in the Underlyings, as applicable, or futures or options contracts or exchange traded instruments on the Underlyings or those securities, or other listed or over-the-counter derivative instruments linked to the Underlyings or those securities. While we, the Guarantor or one or more of our other affiliates, including BofAS, may from time to time own shares or units of the Underlyings or securities represented by the Underlyings, we, the Guarantor and our other affiliates, including BofAS, do not control any issuer of the Underlyings or any company included in an Underlying, and have not verified any disclosure made by any other company. 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 management. These transactions may adversely affect the values of the Underlyings 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 have affected the values of the Underlyings.

AUTO-CALLABLE NOTES |  PS-10

     

Consequently, the values of the Underlyings 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 may have engaged in hedging activities that could have affected the values of the Underlyings 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 values of the Underlyings, 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 Notes are subject to risks associated with foreign securities markets. The NDX includes certain foreign equity securities. You should be aware that investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities markets comprising the NDX may have less liquidity and may be more volatile than U.S. or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in these markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

•   

Adverse conditions in the technology sector may reduce your return on the Notes. All of the stocks held by the XLK are issued by companies in the technology sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the XLK’s investments. The prices of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. Any of these factors may have an adverse effect on the return on the Notes. Accordingly, by investing in the Notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.

•   

The stocks held by the XLK are concentrated in one sector. The XLK holds securities issued by companies in the technology sector. As a result, some of the stocks that will determine the performance of the Notes are concentrated in one sector. Although an investment in the Notes will not give holders any ownership or other direct interests in the securities held by the XLK, the return on an investment in the Notes will be subject to certain risks associated with a direct equity investment in companies in this sector. Accordingly, by investing in the Notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.

•   

The performance of the XLK may not correlate with the performance of its underlying index as well as the net asset value per share or unit of the XLK, especially during periods of market volatility. The performance of the XLK and that of its underlying index generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the XLK may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its underlying index. This could be due to, for example, the XLK not holding all or substantially all of the underlying assets included in its underlying index and/or holding assets that are not included in its underlying index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the XLK, differences in trading hours between the XLK (or the underlying assets held by the XLK) and its underlying index, or other circumstances. This variation in performance is called the “tracking error,” and, at times, the tracking error may be significant. In addition, because the shares or units of the XLK are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share or unit of the XLK may differ from

AUTO-CALLABLE NOTES |  PS-11

     

its net asset value per share or unit; shares or units of the XLK may trade at, above, or below its net asset value per share or unit. During periods of market volatility, securities held by the XLK may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share or unit of the XLK and the liquidity of the XLK may be adversely affected. Market volatility may also disrupt the ability of market participants to trade shares or units of the XLK. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares or units of the XLK. As a result, under these circumstances, the market value of shares or units of the XLK may vary substantially from the net asset value per share or unit of the XLK. 

•   

The anti-dilution adjustments related to the XLK will be limited. The calculation agent may adjust the Price Multiplier of the XLK and other terms of the Notes to reflect certain actions by the XLK, as described in the section “Description of the Notes—Anti-Dilution and Discontinuance Adjustments Relating to ETFs” in the accompanying product supplement. The calculation agent will not be required to make an adjustment for every event that may affect the XLK and will have broad discretion to determine whether and to what extent an adjustment is required.

•   

The publisher or the sponsor or investment advisor of the NDX or the XLK may adjust the NDX or the XLK in a way that affects its values, and the publisher or the sponsor or investment advisor has no obligation to consider your interests. The publisher or the sponsor or investment advisor of the NDX or the XLK can add, delete, or substitute the components included in the NDX or the XLK or make other methodological changes that could change its value. Any of these actions could adversely affect the value of your Notes.

•   

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 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 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.

AUTO-CALLABLE NOTES |  PS-12

•   

Our offering of the Notes does not constitute a recommendation of NVDA. You should not take our offering of the Notes as an expression of our views about how NVDA will perform in the future or as a recommendation to invest in NVDA, including through an investment in the Notes. As we are part of a global financial institution, we, the Guarantor and our other affiliates may, and often do, have positions (both long and short) in NVDA that may conflict with an investment in the Notes. You should undertake an independent determination of whether an investment in the Notes is suitable for you in light of your specific investment objectives, risk tolerance and financial resources.

•   

Our affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in NVDA and any such research, opinions or recommendations could adversely affect the price of NVDA. In the ordinary course of business, our affiliates may have published research reports, expressed opinions or provided recommendations on the issuer of NVDA (the "Underlying Company"), NVDA, the applicable financial markets or other matters that may influence the price of NVDA and the value of the Notes, and may do so in the future. These research reports, opinions or recommendations may be communicated to our clients and clients of our affiliates and may be inconsistent with purchasing or holding the Notes. Any research reports, opinions or recommendations expressed by our affiliates may not be consistent with each other and may be modified from time to time without notice. Moreover, other professionals who deal in markets relating to NVDA may at any time have significantly different views from those of our affiliates. For these reasons, you are encouraged to derive information concerning NVDA from multiple sources, and you should not rely on the views expressed by our affiliates.

•   

You will have no rights as a security holder of the Underlying Company, you will have no rights to receive any shares of NVDA, and you will not be entitled to dividends or other distributions by the Underlying Company. The Notes are our debt securities. They are not equity instruments, shares of stock, or securities of any other issuer, other than the related guarantees, which are the securities of the Guarantor. Investing in the Notes will not make you a holder of NVDA. You will not have any voting rights, any rights to receive dividends or other distributions, or any other rights with respect to NVDA. Unless otherwise set forth under the limited circumstances relating to the Price Multiplier (as described in “Additional Terms of the Notes – Anti-Dilution Adjustments for an Underlying Stock” below), the payment(s) on the Notes will not reflect the value of dividends paid or distributions made on NVDA or any other rights associated with those equity securities. As a result, the return on your Notes may not reflect the return you would realize if you actually owned shares of NVDA and received the dividends paid or other distributions made in connection with those shares. Your Notes will be paid in cash and you have no right to receive delivery of shares of NVDA.

•   

The business activities of us, the Guarantor and any of our other affiliates, including the Selling Agent, relating to the Underlying Company may create conflicts of interest with you. We, the Guarantor and/or our other affiliates, including the Selling Agent, at the time of any offering of the Notes or in the future, may engage in business with the Underlying Company, including making loans to, equity investments in, or providing investment banking, asset management, or other services to the Underlying Company, its affiliates, and its competitors.

•   

The Underlying Company will have no obligations relating to the Notes. The Underlying Company will not have any financial or legal obligation with respect to the Notes or the amounts to be paid to you, including any obligation to take our interest or the interests of the noteholders into consideration for any reason, including when taking any corporate actions that might adversely affect the value of NVDA or the value of the Notes. The Underlying Company will not receive any of the proceeds from any offering of the Notes, and will not be responsible for, or participate in, the offering of the Notes, or the determination or calculation of any payment(s) on the Notes.

•   

The Price Multiplier of NVDA or other terms of the Notes will not be adjusted for all corporate events that could affect NVDA or the Underlying Company. The Price Multiplier of NVDA, the determination of the payment(s) on the Notes, and other terms of the Notes may be adjusted for the specified corporate events affecting NVDA, as described below in the section entitled “Additional Terms of the Notes—Anti-Dilution Adjustments for an Underlying Stock.” However, these adjustments do not cover all corporate events that could affect the market price of NVDA, 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 Price Multiplier of NVDA or other terms of the Notes may adversely affect the Closing Market Price of NVDA, and, as a result, the market value of the Notes.

•   

We, the Guarantor and our other affiliates, including the Selling Agent, do not control the Underlying Company. We, the Guarantor or our other affiliates, including the Selling Agent, currently, or in the future, may engage in business with the Underlying Company, and we, the Guarantor or our other affiliates, including the Selling Agent, may from time to time own securities of the

AUTO-CALLABLE NOTES |  PS-13

     

Underlying Company. However, none of us, the Guarantor or any of our other affiliates, including the Selling Agent, have the ability to control the actions of the Underlying Company, including actions that could affect the value of NVDA.

•   

We cannot assure you that publicly available information provided about NVDA or the Underlying Company is accurate or complete, and none of us, the Guarantor nor any of our other affiliates, including the Selling Agent, will perform any due diligence procedures with respect to the Underlying Company. All disclosures relating to NVDA or the Underlying Companies have been derived from publicly available documents and other publicly available information, without independent verification. None of us, the Guarantor, the Selling Agent or our other affiliates has participated in, or will participate in, the preparation of those documents or make any due diligence inquiry with respect to NVDA or the Underlying Company in connection with the offering of the Notes. We and the Guarantor do not make any representation that those publicly available documents or any other publicly available information regarding NVDA or the Underlying Company is accurate or complete. We and the Guarantor are not responsible for the public disclosure of information by or about NVDA or the Underlying Company, whether contained in filings with the SEC or otherwise made publicly available. As a result we cannot give any assurance that, prior to the date of this pricing supplement, all events which could impact NVDA, the Underlying Company or the accuracy or completeness of those public documents or information have been publicly disclosed. Any subsequent disclosure or future failure to disclose material events concerning NVDA or the Underlying Company could affect the value of NVDA and therefore, the value of the Notes. You must rely on your own evaluation of the merits of an investment linked to NVDA.

•   

The historical performance of NVDA should not be taken as an indication of its performance during the term of the Notes. NVDA may perform better or worse during the term of the Notes than it has historically. The historical performance of NVDA, including any historical performance set forth in this pricing supplement, should not be taken as an indication of its future performance.

AUTO-CALLABLE NOTES |  PS-14

•   

The closing level or Closing Market Price of an Underlying that is not so affected will be its closing level or Closing Market Price on that Non-Observation Date.

•   

The closing level or Closing Market Price of an Underlying that is affected by that Non-Observation Date will be deemed to be its closing level or Closing Market Price on the first Trading Day following that Non-Observation Date on which no Market Disruption Event occurs with respect to that Underlying; provided that the closing level or Closing Market Price will be determined (or, if not determinable, estimated) by the Calculation Agent in a manner which the Calculation Agent considers commercially reasonable under the circumstances on a date no later than the second scheduled Trading Day following that Non-Observation Date, regardless of the occurrence of a Market Disruption Event or non-Trading Day on that day.

•   

if the Underlying Stock (or such other security) is listed or admitted to trading on a national securities exchange, the last reported sale price, regular way (or, in the case of The Nasdaq Stock Market, the official closing price), of the principal trading session on that day on the principal U.S. securities exchange registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on which the Underlying Stock (or such other security) is listed or admitted to trading;

•   

if the Underlying Stock (or such other security) is not listed or admitted to trading on any national securities exchange but is included in the OTC Bulletin Board Service (or any successor service) operated by FINRA (the “OTC Bulletin Board”), the last reported sale price of the principal trading session on the OTC Bulletin Board on that day;

•   

if the Underlying Stock (or such other security) is issued by a foreign issuer and its closing price cannot be determined as set forth in the two bullet points above, and the Underlying Stock (or such other security) is listed or admitted to trading on a non-U.S. securities exchange or market, the last reported sale price, regular way, of the principal trading session on that day on the primary non-U.S. securities exchange or market on which the Underlying Stock (or such other security) is listed or admitted to trading (converted to U.S. dollars using such exchange rate as the calculation agent, in its sole discretion, determines to be commercially reasonable); or

•   

if the Closing Market Price cannot be determined as set forth in the prior bullets, the mean, as determined by the calculation agent, of the bid prices for the Underlying Stock (or such other security) obtained from as many dealers in that security (which may include us, BofAS and/or any of our other affiliates), but not exceeding three, as will make the bid prices available to the calculation agent. If no such bid

AUTO-CALLABLE NOTES |  PS-15

     

price can be obtained, the Closing Market Price will be determined (or, if not determinable, estimated) by the calculation agent in its sole discretion in a commercially reasonable manner.

(A)   

the suspension, absence or material limitation of trading, in each case, for more than two consecutive hours of trading, or during the one-half hour period preceding the close of trading, of the shares of the Underlying Stock (or shares of any Successor Entity, as defined below in “ —Anti-Dilution Adjustments—Reorganization Events”) on the primary exchange where such shares trade, as determined by the calculation agent (without taking into account any extended or after-hours trading session); or

(B)   

the suspension, absence or material limitation of trading, in each case, for more than two consecutive hours of trading, or during the one-half hour period preceding the close of trading, on the primary exchange that trades options contracts or futures contracts related to the shares of the Underlying Stock (or shares of any Successor Entity), as determined by the calculation agent (without taking into account any extended or after-hours trading session), in options contracts or futures contracts related to the shares of the Underlying Stock (or shares of any Successor Entity).

(1)   

a limitation on the hours in a Trading Day and/or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange;

(2)   

a decision to permanently discontinue trading in the shares of the Underlying Stock (or shares of any Successor Entity) or the relevant futures or options contracts relating to such shares will not constitute a Market Disruption Event;

(3)   

a suspension in trading in a futures or options contract on the shares of the Underlying Stock (or shares of any Successor Entity), by a major securities market by reason of (a) a price change violating limits set by that securities market, (b) an imbalance of orders relating to those contracts, or (c) a disparity in bid and ask quotes relating to those contracts, will each constitute a suspension of or material limitation on trading in futures or options contracts relating to the Underlying Stock;

(4)   

subject to paragraph (3) above, a suspension of or material limitation on trading on the relevant exchange will not include any time when that exchange is closed for trading under ordinary circumstances; and

(5)   

for the purpose of clause (A) above, any limitations on trading during significant market fluctuations under NYSE Rule 80B, or any applicable rule or regulation enacted or promulgated by the NYSE or any other self-regulatory organization or the SEC of similar scope as determined by the calculation agent, will be considered “material.”

AUTO-CALLABLE NOTES |  PS-16

•   

the prior Price Multiplier; and

•   

the number of shares that a holder of one share of the Underlying Stock before the effective date of the stock split or reverse stock split would have owned immediately following the applicable effective date.

•   

the prior Price Multiplier; and

•   

the number of additional shares issued in the stock dividend with respect to one share of the Underlying Stock;

•   

provided that no adjustment will be made for a stock dividend or distribution for which the number of shares of the Underlying Stock paid or distributed is based on a fixed cash equivalent value, unless such distribution is an Extraordinary Dividend (as defined below).

•   

the prior Price Multiplier; and

•   

a fraction, the numerator of which is the Closing Market Price per share of the Underlying Stock on the Trading Day preceding the ex-dividend date and the denominator of which is the amount by which the Closing Market Price per share of the Underlying Stock on that preceding Trading Day exceeds the Extraordinary Dividend Amount.

•   

in the case of cash dividends or other distributions that constitute regular dividends, the amount per share of the Underlying Stock of that Extraordinary Dividend minus the amount per share of the immediately preceding non-Extraordinary Dividend for that share; or

•   

in the case of cash dividends or other distributions that do not constitute regular dividends, the amount per share of the Underlying Stock of that Extraordinary Dividend.

AUTO-CALLABLE NOTES |  PS-17

•   

the prior Price Multiplier; and

•   

the number of shares of the Underlying Stock that can be purchased with the cash value of those warrants or rights distributed on one share of the Underlying Stock.

(a)   

there occurs any reclassification or change of the Underlying Stock, including, without limitation, as a result of the issuance of tracking stock by the Underlying Company;

(b)   

the Underlying Company, or any surviving entity or subsequent surviving entity of the Underlying Company (a “Successor Entity”), has been subject to a merger, combination, or consolidation and is not the surviving entity;

(c)   

any statutory exchange of securities of the Underlying Company or any Successor Entity with another corporation occurs, other than under clause (b) above;

(d)   

the Underlying Company is liquidated or is subject to a proceeding under any applicable bankruptcy, insolvency, or other similar law;

(e)   

the Underlying Company issues to all of its shareholders securities of an issuer other than the Underlying Company, including equity securities of an affiliate of the Underlying Company, other than in a transaction described in clauses (b), (c), or (d) above;

(f)   

a tender or exchange offer or going-private transaction is consummated for all the outstanding shares of the Underlying Company;

(g)   

there occurs any reclassification or change of the Underlying Stock that results in a transfer or an irrevocable commitment to transfer all such outstanding shares of the Underlying Stock to another entity or person;

(h)   

the Underlying Company or any Successor Entity is the surviving entity of a merger, combination, or consolidation, that results in the outstanding shares of the Underlying Stock (other than shares of the Underlying Stock owned or controlled by the other party to such transaction) immediately prior to such event collectively representing less than 50% of the outstanding shares of the Underlying Stock immediately following such event; or

(i)   

the Underlying Company ceases to file the financial and other information with the SEC in accordance with Section 13(a) of the Exchange Act (an event in clauses (a) through (i), a “Reorganization Event”),

AUTO-CALLABLE NOTES |  PS-18

AUTO-CALLABLE NOTES |  PS-19

AUTO-CALLABLE NOTES |  PS-20

•   

the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market (unless the security was dually listed on another U.S. market prior to January 1, 2004 and has continuously maintained such listing);

•   

the security must be of a non-financial company;

•   

the security may not be issued by an issuer currently in bankruptcy proceedings;

•   

the security must have a minimum three-month average daily trading volume of at least 200,000 shares;

•   

if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.;

•   

the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for inclusion in the NDX;

•   

the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and

•   

the issuer of the security must have “seasoned” on NASDAQ, the New York Stock Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it has been listed on a market for at least three full months (excluding the first month of initial listing).

•   

the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;

•   

the security must be of a non-financial company;

•   

the security may not be issued by an issuer currently in bankruptcy proceedings;

•   

the security must have a minimum three-month average daily trading volume of at least 200,000 shares;

•   

if the issuer of the security is organized under the laws of a jurisdiction outside the U.S., then such security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S. (measured annually during the ranking review process);

•   

the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month; and

•   

the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.

AUTO-CALLABLE NOTES |  PS-21

AUTO-CALLABLE NOTES |  PS-22

AUTO-CALLABLE NOTES |  PS-23

AUTO-CALLABLE NOTES |  PS-24

•   

Each of the component stocks in a Select Sector Index (the “Component Stocks”) is a constituent company of the SPX.

•   

The eleven Select Sector Indices together will include all of the companies represented in the SPX and each of the stocks in the SPX will be allocated to at least one of the Select Sector Indices.

•   

The Index Compilation Agent assigns each constituent stock of the SPX to a Select Sector Index. The Index Compilation Agent assigns a company’s stock to a particular Select Sector Index based on S&P Dow Jones Indices’s sector classification methodology as set forth in

AUTO-CALLABLE NOTES |  PS-25

     

its Global Industry Classification Standard.

•   

Each Select Sector Index is calculated by S&P Dow Jones Indices using a modified “market capitalization” methodology. This design ensures that each of the component stocks within a Select Sector Index is represented in a proportion consistent with its percentage with respect to the total market capitalization of that Select Sector Index.

(i)   

The indices are first evaluated to ensure none of the indices breach the maximum allowable limits defined in rules (ii) and (v) below. If any of the allowable limits are breached, the component stocks are reweighted based on their float-adjusted market capitalization weights.

(ii)   

If any component stock has a weight greater than 24%, that component stock has its float-adjusted market capitalization weight capped at 23%. The 23% weight cap creates a 2% buffer to ensure that no component stock exceeds 25% as of the quarter-end diversification requirement date.

(iii)   

All excess weight is equally redistributed to all uncapped component stocks within the relevant Select Sector Index.

(iv)   

After this redistribution, if the float-adjusted market capitalization weight of any other component stock(s) then breaches 23%, the process is repeated iteratively until no component stock breaches the 23% weight cap.

(v)   

The sum of the component stocks with weight greater than 4.8% cannot exceed 50% of the total index weight. These caps are set to allow for a buffer below the 5% limit.

(vi)   

If the rule in step (v) is breached, all the component stocks are ranked in descending order of their float-adjusted market capitalization weights and the first component stock that causes the 50% limit to be breached has its weight reduced to 4.6%.

(vii)   

This excess weight is equally redistributed to all component stocks with weights below 4.6%. This process is repeated iteratively until step (v) is satisfied.

(viii)   

Index share amounts are assigned to each component stock to arrive at the weights calculated above. Since index shares are assigned based on prices one business day prior to rebalancing, the actual weight of each component stock at the rebalancing differs somewhat from these weights due to market movements.

(ix)   

If necessary, the reweighting process may take place more than once prior to the close on the last business day of March, June, September or December to ensure conformity with all diversification requirements.

•   

Each Select Sector Index is calculated using the same methodology utilized by S&P Dow Jones Indices in calculating the SPX, using a base-weighted aggregate methodology. The daily calculation of each Select Sector Index is computed by dividing the total market value of the companies in the Select Sector Index by a number called the index divisor.

•   

The Index Compilation Agent at any time may determine that a Component Stock which has been assigned to one Select Sector Index has undergone such a transformation in the composition of its business, and should be removed from that Select Sector Index and assigned to a different Select Sector Index. In the event that the Index Compilation Agent notifies S&P Dow Jones Indices that a Component Stock’s Select Sector Index assignment should be changed, S&P Dow Jones Indices will disseminate notice of the change following its standard procedure for announcing index changes and will implement the change in the affected Select Sector Indices on a date no less than one week after the initial dissemination of information on the sector change to the maximum extent practicable. It is not anticipated that Component Stocks will change sectors frequently.

•   

Component Stocks removed from and added to the SPX will be deleted from and added to the appropriate Select Sector Index on the same schedule used by S&P Dow Jones Indices for additions and deletions from the SPX insofar as practicable.

AUTO-CALLABLE NOTES |  PS-26

AUTO-CALLABLE NOTES |  PS-27

AUTO-CALLABLE NOTES |  PS-28

AUTO-CALLABLE NOTES |  PS-29

AUTO-CALLABLE NOTES |  PS-30

AUTO-CALLABLE NOTES |  PS-31

AUTO-CALLABLE NOTES |  PS-32

AUTO-CALLABLE NOTES |  PS-33

AUTO-CALLABLE NOTES |  PS-34

•   

Product Supplement EQUITY-1 dated December 30, 2022:

•   

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

AUTO-CALLABLE NOTES |  PS-35