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FREE WRITING PROSPECTUS |
Filed Pursuant to Rule 433 |
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Registration Statement Nos. 333-268718 and 333-268718-01 |
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Dated June 25, 2025 |
SUMMARY TERMS |
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Issuer: |
BofA Finance |
Guarantor: |
BAC |
Underlying stock: |
Dow Inc. common stock (New York Stock Exchange symbol: “DOW”). |
Stated principal amount: |
$1,000.00 per security |
Issue price: |
$1,000.00 per security |
Pricing date: |
July 9, 2025 |
Original issue date: |
July 11, 2025 (2 business days after the pricing date) |
Maturity date: |
July 12, 2030 |
Early redemption: |
If, on any quarterly determination date (other than the final determination date), beginning on July 16, 2026, the determination closing price of the underlying stock is greater than or equal to the call threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed. |
Early redemption payment: |
The early redemption payment for each quarterly determination date prior to the final determination date will be an amount in cash per stated principal amount corresponding to a return of approximately at least 23.40% per annum. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. |
Determination closing price: |
The closing price of the underlying stock on any determination date (other than the final determination date) times the adjustment factor on such date. |
Payment at maturity: |
If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows:
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If the final share price is greater than or equal to the final redemption barrier level:
At least $2,170.00 (set on the pricing date)
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If the final share price is less than the final redemption barrier level:
$1,000 × share performance factor
Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities and could be zero. |
Initial share price: |
The closing price of the underlying stock on the pricing date. |
Final share price: |
The closing price of the underlying stock on the final determination date times the adjustment factor on such date. |
Share performance factor: |
The final share price divided by the initial share price |
Adjustment factor: |
1, subject to adjustment for certain corporate events relating to the underlying stock as described in “Description of the Notes — Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement. |
Determination dates: |
Quarterly. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. We also refer to July 9, 2030 as the final determination date.
The determination dates are subject to postponement as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” beginning on page PS-23 of the accompanying product supplement. |
Early redemption dates: |
Quarterly, beginning on July 21, 2026. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. |
Call threshold level: |
100.00% of the initial share price. |
Final redemption barrier level: |
80% of the initial share price. |
CUSIP / ISIN: |
09711HZA4 / US09711HZA49 |
Listing: |
The securities will not be listed on any securities exchange. |
Estimated value on the pricing date: |
Expected to be between $900.00 and $950.00 per $1,000 in principal amount of securities. See “Structuring the securities” in the preliminary pricing supplement. |
Preliminary pricing supplement |
Hypothetical Payment at Maturity (if the securities have not been previously redeemed) |
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Change in the Performance of the Underlying Stock |
Payment at Maturity (excluding any contingent quarterly coupon payable at maturity) |
+50.00% |
At least $2,170.00 (set on the pricing date) |
+40.00% |
At least $2,170.00 (set on the pricing date) |
+30.00% |
At least $2,170.00 (set on the pricing date) |
+20.00% |
At least $2,170.00 (set on the pricing date) |
+10.00% |
At least $2,170.00 (set on the pricing date) |
0.00% |
At least $2,170.00 (set on the pricing date) |
-10.00% |
At least $2,170.00 (set on the pricing date) |
-20.00% |
At least $2,170.00 (set on the pricing date) |
-21.00% |
$790.00 |
-30.00% |
$700.00 |
-40.00% |
$600.00 |
-60.00% |
$400.00 |
-70.00% |
$300.00 |
-80.00% |
$200.00 |
-90.00% |
$100.00 |
-100.00% |
$0.00 |
Determination Dates |
Early Redemption Dates |
Early Redemption Payments (per $1,000 Security)* |
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1st determination date: |
July 16, 2026 |
1st early redemption date: |
July 21, 2026 |
At least $1,234.00 |
2nd determination date: |
October 9, 2026 |
2nd early redemption date: |
October 15, 2026 |
At least $1,292.50 |
3rd determination date: |
January 11, 2027 |
3rd early redemption date: |
January 14, 2027 |
At least $1,351.00 |
4th determination date: |
April 9, 2027 |
4th early redemption date: |
April 14, 2027 |
At least $1,409.50 |
5th determination date: |
July 9, 2027 |
5th early redemption date: |
July 14, 2027 |
At least $1,468.00 |
6th determination date: |
October 11, 2027 |
6th early redemption date: |
October 14, 2027 |
At least $1,526.50 |
7th determination date: |
January 10, 2028 |
7th early redemption date: |
January 13, 2028 |
At least $1,585.00 |
8th determination date: |
April 10, 2028 |
8th early redemption date: |
April 13, 2028 |
At least $1,643.50 |
9th determination date: |
July 10, 2028 |
9th early redemption date: |
July 13, 2028 |
At least $1,702.00 |
10th determination date: |
October 9, 2028 |
10th early redemption date: |
October 12, 2028 |
At least $1,760.50 |
11th determination date: |
January 9, 2029 |
11th early redemption date: |
January 12, 2029 |
At least $1,819.00 |
12th determination date: |
April 9, 2029 |
12th early redemption date: |
April 12, 2029 |
At least $1,877.50 |
13th determination date: |
July 9, 2029 |
13th early redemption date: |
July 12, 2029 |
At least $1,936.00 |
14th determination date: |
October 9, 2029 |
14th early redemption date: |
October 12, 2029 |
At least $1,994.50 |
15th determination date: |
January 9, 2030 |
15th early redemption date: |
January 14, 2030 |
At least $2,053.00 |
16th determination date: |
April 9, 2030 |
16th early redemption date: |
April 12, 2030 |
At least $2,111.50 |
Final determination date: |
July 9, 2030 |
See “Maturity date” above. |
See “Payment at maturity” above. |
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Your investment may result in a significant loss; there is no guaranteed return of principal. |
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Any positive investment return on the securities is limited. |
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The securities do not bear interest. |
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The securities are subject to potential early redemption, which would limit your ability to receive further payment on the securities. |
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Your return on the securities may be less than the yield on a conventional debt security of comparable maturity. |
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The early redemption payment or payment at maturity, as applicable, will not reflect changes in the price of the underlying stock other than on the related determination dates or the final determination date, as applicable. |
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Any payments on the securities 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 securities. |
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We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. |
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The price to public you pay for the securities will exceed their initial estimated value. |
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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 securities in any secondary market (if any exists) at any time. |
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We cannot assure you that a trading market for your securities will ever develop or be maintained. |
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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 securities and their market value. |
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. |
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The Underlying Company will have no obligations relating to the securities. |
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The business activities of us, the Guarantor and any of our other affiliates, including BofAS, relating to the Underlying Company may create conflicts of interest with you. |
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The terms of the securities will not be adjusted for all corporate events that could affect the Underlying Company. |
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The U.S. federal income tax consequences of an investment in the securities are uncertain, and may be adverse to a holder of the securities. |