![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_001.jpg)
Linked to the Least Performing of the Common Stock of Super Micro Computer,
Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| • | The Contingent Income Buffered
Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000®
Index and the SPDR® S&P Biotech ETF, due April 27, 2027 (the “Notes”) priced on July 22, 2024 and
will issue on July 25, 2024. |
| • | Approximate 2.75 year term if
not called prior to maturity. |
| • | Payments on the Notes will depend
on the individual performance of the common stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR®
S&P Biotech ETF (each an “Underlying”). |
| • | Contingent coupon rate of 22.00%
per annum (1.8334% per month) payable monthly if the Observation Value of each Underlying on the applicable Observation Date is
greater than or equal to 70.00% of its Starting Value, assuming the Notes have not been called. |
| • | Beginning with the January 22,
2025 Call Observation Date, automatically callable monthly for an amount equal to the principal amount plus the relevant Contingent Coupon
Payment, if the Observation Value of each Underlying is greater than or equal to 100.00% of its Starting Value on any Call Observation
Date. |
| • | Assuming the Notes are not called
prior to maturity, if any Underlying declines by more than 30% from its Starting Value, at maturity your investment will be subject
to 1:1 downside exposure to decreases in the value of the Least Performing Underlying beyond a 30% decline, with up to 70% of the principal
at risk; otherwise, at maturity, you will receive the principal amount. At maturity you will also receive a final Contingent Coupon Payment
if the Observation Value of each Underlying on the final Observation Date is greater than or equal to 70.00% of its Starting Value. |
| • | All payments on the Notes are
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. |
| • | The Notes will not be listed
on any securities exchange. |
The initial estimated value of the
Notes as of the pricing date is $944.80 per $1,000.00 in principal amount of Notes, which is less than the public offering price listed
below. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Risk
Factors” beginning on page PS-11 of this pricing supplement and “Structuring the Notes” on page PS-31 of this pricing
supplement for additional information.
There are important differences
between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors”
beginning on page PS-11 of this pricing supplement, “Additional Risk Factors Relating to SMCI” beginning on page PS-15 of
this pricing supplement and "Risk Factors" beginning on page PS-5 of the accompanying product supplement, page S-6 of the accompanying
prospectus supplement, and page 7 of the accompanying prospectus.
None of the Securities and Exchange
Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these
securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
|
Public offering price(1) |
Underwriting discount(1)(2) |
Proceeds, before expenses, to BofA Finance(2) |
Per Note |
$1,000.00 |
$32.50 |
$967.50 |
Total |
$950,000.00 |
$30,875.00 |
$919,125.00 |
| (1) | Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some
or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based
advisory accounts may be as low as $967.50 per $1,000.00 in principal amount of Notes. |
| (2) | The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $32.50, resulting
in proceeds, before expenses, to BofA Finance of as low as $967.50 per $1,000.00 in principal amount of Notes. The total underwriting
discount and proceeds, before expenses, to BofA Finance specified above reflect the aggregate of the underwriting discounts per $1,000.00
in principal amount of Notes. |
The Notes and the related guarantee:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_002.jpg) |
Selling Agent |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Terms of the Notes
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 2.75 years, unless previously automatically called. |
Underlyings: |
The common stock of Super Micro Computer, Inc. (Nasdaq Global Select Market symbol: “SMCI”), a common stock, the Russell 2000® Index (Bloomberg symbol: “RTY”), a price return index and the SPDR® S&P Biotech ETF (Bloomberg symbol: “XBI”). |
Pricing Date: |
July 22, 2024 |
Issue Date: |
July 25, 2024 |
Valuation Date: |
April 22, 2027, subject to postponement as described under “Additional Terms of the Notes—Events Relating to Observation Dates” on page PS-16 of this pricing supplement. |
Maturity Date: |
April 27, 2027 |
Starting Value: |
SMCI: $786.28
RTY: 2,220.649
XBI: $98.89 |
Observation Value: |
With respect to the SMCI, its Closing Market Price on
the applicable Observation Date or Call Observation Date, multiplied by its Price Multiplier.
With respect to the RTY, its closing level on the applicable
Observation Date or Call Observation Date.
With respect to the XBI, its Closing Market Price on
the applicable Observation Date or Call Observation Date, multiplied by its Price Multiplier. |
Ending Value: |
With respect to each Underlying, its Observation Value on the Valuation Date. |
Call Value: |
SMCI: $786.28, which is 100.00% of its Starting Value.
RTY: 2,220.649, which is 100.00% of its Starting Value.
XBI: $98.89, which is 100.00% of its Starting Value. |
Price Multiplier: |
With respect to SMCI, 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-18 of this pricing supplement.
With respect to the XBI, 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. |
Coupon Barrier: |
SMCI: $550.40, which is 70.00% of its Starting Value
(rounded to two decimal places).
RTY: 1,554.454, which is 70.00% of its Starting Value
(rounded to three decimal places).
XBI: $69.22, which is 70.00% of its Starting Value (rounded
to two decimal places). |
Threshold Value: |
SMCI: $550.40, which is 70.00% of its Starting Value
(rounded to two decimal places).
RTY: 1,554.454, which is 70.00% of its Starting Value
(rounded to three decimal places).
XBI: $69.22, which is 70.00% of its Starting Value (rounded
to two decimal places). |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-2 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Contingent Coupon Payment: |
If, on any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $18.334 per $1,000.00 in principal amount of Notes (equal to a rate of 1.8334% per month or 22.00% per annum) on the applicable Contingent Payment Date (including the Maturity Date). |
Automatic Call: |
Beginning with the January 22, 2025 Call Observation Date, all (but not less than all) of the Notes will be automatically called if the Observation Value of each Underlying is greater than or equal to its Call Value on any Call Observation Date. If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Call Payment Date. No further amounts will be payable following an Automatic Call. |
Early Redemption Amount: |
For each $1,000.00 in principal amount of Notes, $1,000.00, plus the applicable Contingent Coupon Payment. |
Redemption Amount: |
If the Notes have not been automatically called prior
to maturity, 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:
$1,000.00; or
b) If the Ending Value of the Least Performing Underlying
is less than its Threshold Value:
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_010.jpg)
In this case, the Redemption Amount (excluding
any final Contingent Coupon Payment) will be less than the principal amount and you could lose up to 70.00% of your investment in the
Notes.
The Redemption Amount will also include a final Contingent
Coupon Payment if the Ending Value of the Least Performing Underlying is greater than or equal to its Coupon Barrier. |
Observation Dates: |
As set forth beginning on page PS-5 |
Contingent Payment Dates: |
As set forth beginning on page PS-5 |
Call Observation Dates: |
As set forth beginning on page PS-7 |
Call Payment Dates: |
As set forth beginning on page PS-7. Each Call Payment Date is also a Contingent Payment Date. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance. |
Selling Agent: |
BofAS |
CUSIP: |
09711DLN0 |
Underlying Return: |
With respect to each Underlying,
(Ending Value - Starting
Value)
(Starting Value) |
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. We will also determine whether a final Contingent Coupon Payment is payable based upon the values of the Underlyings on the deemed Valuation Date; any |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-3 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
|
such final Contingent Coupon Payment will be prorated by the calculation agent to reflect the length of the final contingent payment period. 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. |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-4 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Observation Dates, Contingent Payment Dates, Call Observation Dates
and Call Payment Dates
Observation Dates* |
Contingent Payment Dates |
August 22, 2024 |
August 27, 2024 |
September 23, 2024 |
September 26, 2024 |
October 22, 2024 |
October 25, 2024 |
November 22, 2024 |
November 27, 2024 |
December 23, 2024 |
December 27, 2024 |
January 22, 2025 |
January 27, 2025 |
February 24, 2025 |
February 27, 2025 |
March 24, 2025 |
March 27, 2025 |
April 22, 2025 |
April 25, 2025 |
May 22, 2025 |
May 28, 2025 |
June 23, 2025 |
June 26, 2025 |
July 22, 2025 |
July 25, 2025 |
August 22, 2025 |
August 27, 2025 |
September 22, 2025 |
September 25, 2025 |
October 22, 2025 |
October 27, 2025 |
November 24, 2025 |
November 28, 2025 |
December 22, 2025 |
December 26, 2025 |
January 22, 2026 |
January 27, 2026 |
February 23, 2026 |
February 26, 2026 |
March 23, 2026 |
March 26, 2026 |
April 22, 2026 |
April 27, 2026 |
May 22, 2026 |
May 28, 2026 |
June 22, 2026 |
June 25, 2026 |
July 22, 2026 |
July 27, 2026 |
August 24, 2026 |
August 27, 2026 |
September 22, 2026 |
September 25, 2026 |
October 22, 2026 |
October 27, 2026 |
November 23, 2026 |
November 27, 2026 |
December 22, 2026 |
December 28, 2026 |
January 22, 2027 |
January 27, 2027 |
February 22, 2027 |
February 25, 2027 |
March 22, 2027 |
March 25, 2027 |
April 22, 2027 (the “Valuation Date”) |
April 27, 2027 (the “Maturity Date”) |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-5 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
* The Observation Dates are subject to postponement as
described under “Additional Terms of the Notes—Events Relating to Observation Dates” beginning on page PS-16 of this
pricing supplement.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-6 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Call Observation Dates* |
Call Payment Dates |
January 22, 2025 |
January 27, 2025 |
February 24, 2025 |
February 27, 2025 |
March 24, 2025 |
March 27, 2025 |
April 22, 2025 |
April 25, 2025 |
May 22, 2025 |
May 28, 2025 |
June 23, 2025 |
June 26, 2025 |
July 22, 2025 |
July 25, 2025 |
August 22, 2025 |
August 27, 2025 |
September 22, 2025 |
September 25, 2025 |
October 22, 2025 |
October 27, 2025 |
November 24, 2025 |
November 28, 2025 |
December 22, 2025 |
December 26, 2025 |
January 22, 2026 |
January 27, 2026 |
February 23, 2026 |
February 26, 2026 |
March 23, 2026 |
March 26, 2026 |
April 22, 2026 |
April 27, 2026 |
May 22, 2026 |
May 28, 2026 |
June 22, 2026 |
June 25, 2026 |
July 22, 2026 |
July 27, 2026 |
August 24, 2026 |
August 27, 2026 |
September 22, 2026 |
September 25, 2026 |
October 22, 2026 |
October 27, 2026 |
November 23, 2026 |
November 27, 2026 |
December 22, 2026 |
December 28, 2026 |
January 22, 2027 |
January 27, 2027 |
February 22, 2027 |
February 25, 2027 |
March 22, 2027 |
March 25, 2027 |
* The Call Observation Dates are subject to postponement
as described under “Additional Terms of the Notes—Events Relating to Observation Dates” beginning on page PS-16 of this
pricing supplement, with references to “Observation Dates” being read as references to “Call Observation Dates.
Any payments on the Notes depend on the credit risk of
BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlyings. The economic terms of the Notes are based on
BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked notes, and the
economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically
lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate,
as well as the underwriting discount, if any, and the hedging related charges described below (see “Risk Factors” beginning
on page PS-11), reduced the economic terms of the Notes to you and the initial estimated value of the Notes. Due to these factors, the
public offering price you are paying to purchase the Notes is greater than the initial estimated value of the Notes as of the pricing
date.
The initial estimated value of the Notes as of the pricing
date is set forth on the cover page of this pricing supplement. For more information about the initial estimated value and the structuring
of the Notes, see “Risk Factors” beginning on page PS-11 and “Structuring the Notes” on page PS-31.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-7 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Contingent Coupon Payment and Redemption Amount Determination
On each
Contingent Payment Date, if the Notes have not been previously called, you may receive a
Contingent
Coupon Payment per $1,000.00 in principal amount of Notes determined as follows:
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_004.jpg)
Assuming
the Notes have not been automatically called, on the Maturity Date, you will receive a cash payment per $1,000.00 in principal amount
of Notes determined as follows:
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_005.jpg)
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_006.jpg)
All payments described above are subject to the credit
risk of BofA Finance, as Issuer, and BAC, as Guarantor.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-8 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Total Contingent Coupon Payment Examples
The table below illustrates the hypothetical total Contingent
Coupon Payments per $1,000.00 in principal amount of Notes over the term of the Notes, based on the Contingent Coupon Payment of $18.334,
depending on how many Contingent Coupon Payments are payable prior to an Automatic Call or maturity. Depending on the performance of the
Underlyings, you may not receive any Contingent Coupon Payments during the term of the Notes.
Number of Contingent Coupon Payments |
Total Contingent Coupon Payments |
0 |
$0.000 |
2 |
$36.668 |
4 |
$73.336 |
6 |
$110.004 |
8 |
$146.672 |
10 |
$183.340 |
12 |
$220.008 |
14 |
$256.676 |
16 |
$293.344 |
18 |
$330.012 |
20 |
$366.680 |
22 |
$403.348 |
24 |
$440.016 |
26 |
$476.684 |
28 |
$513.352 |
30 |
$550.020 |
32 |
$586.688 |
33 |
$605.022 |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-9 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Hypothetical Payout Profile and Examples of Payments at Maturity
Contingent Income Buffered Auto-Callable Yield
Notes Table
The following table is for purposes of illustration only.
It assumes the Notes have not been automatically called prior to maturity and is based on hypothetical values and shows hypothetical
returns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on the Notes based on a hypothetical
Starting Value of 100 for the Least Performing Underlying, a hypothetical Coupon Barrier of 70 for the Least Performing Underlying, a
hypothetical Threshold Value of 70 for the Least Performing Underlying, the Contingent Coupon Payment of $18.334 per $1,000.00 in principal
amount of Notes and a range of hypothetical Ending Values of the Least Performing Underlying. The actual amount you receive and the
resulting return will depend on the actual Starting Values, Coupon Barriers, Threshold Values, Observation Values and Ending Values of
the Underlyings, whether the Notes are automatically called prior to maturity, and whether you hold the Notes to maturity. The following
examples do not take into account any tax consequences from investing in the Notes.
For recent actual values of the Underlyings, see “The
Underlyings” section below. The Ending Value of each Underlying will not include any income generated by dividends or other distributions
paid with respect to shares or units of that Underlying or on the securities included in that Underlying, as applicable, which you would
otherwise be entitled to receive if you invested in those securities directly. In addition, all payments on the Notes are subject to Issuer
and Guarantor credit risk.
Ending Value of the Least Performing Underlying |
Underlying Return of the Least Performing Underlying |
Redemption Amount per Note (including any final Contingent Coupon Payment) |
Return on the Notes(1) |
160.00 |
60.00% |
$1,018.334 |
1.8334% |
150.00 |
50.00% |
$1,018.334 |
1.8334% |
140.00 |
40.00% |
$1,018.334 |
1.8334% |
130.00 |
30.00% |
$1,018.334 |
1.8334% |
120.00 |
20.00% |
$1,018.334 |
1.8334% |
110.00 |
10.00% |
$1,018.334 |
1.8334% |
105.00 |
5.00% |
$1,018.334 |
1.8334% |
102.00 |
2.00% |
$1,018.334 |
1.8334% |
100.00(2) |
0.00% |
$1,018.334 |
1.8334% |
90.00 |
-10.00% |
$1,018.334 |
1.8334% |
80.00 |
-20.00% |
$1,018.334 |
1.8334% |
70.00(3) |
-30.00% |
$1,018.334 |
1.8334% |
69.99 |
-30.01% |
$999.900 |
-0.0100% |
60.00 |
-40.00% |
$900.000 |
-10.0000% |
50.00 |
-50.00% |
$800.000 |
-20.0000% |
0.00 |
-100.00% |
$300.000 |
-70.0000% |
(1) |
The “Return on the Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent Coupon Payments paid prior to maturity. |
(2) |
The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting Value of each Underlying is set forth on page PS-2 above. |
(3) |
This is the hypothetical Coupon Barrier and Threshold Value of the Least Performing Underlying. |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-10 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Risk Factors
Your investment in the Notes entails significant risks,
many of which differ from those of a conventional debt security. Your decision to purchase the Notes should be made only after carefully
considering the risks of an investment in the Notes, including those discussed below, with your advisors in light of your particular circumstances.
The Notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the Notes or financial
matters in general. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk Factors”
sections beginning on page PS-5 of the accompanying product supplement, page S-6 of the accompanying prospectus supplement and page 7
of the accompanying prospectus, each as identified on page PS-36 below.
Structure-related Risks
| • | 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 prior to maturity 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 beyond
a 30% decline 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 Threshold Value. In that case, you will lose some or a significant portion of your investment in the Notes. |
| • | Your return on the Notes
is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes. Your return on the Notes
is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent to which the Observation Value
or Ending Value of any Underlying exceeds its Coupon Barrier or Starting Value, as applicable. Similarly, the amount payable at maturity
or upon an Automatic Call will never exceed the sum of the principal amount and the applicable Contingent Coupon Payment, regardless
of the extent to which the Observation Value or Ending Value of any Underlying exceeds its Starting Value. In contrast, a direct investment
in an Underlying or in the securities 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 Notes are subject to
a potential Automatic Call, which would limit your ability to receive the Contingent Coupon Payments over the full term of the Notes.
The Notes are subject to a potential Automatic Call. Beginning with the January 22, 2025 Call Observation Date, the Notes will be
automatically called if, on any Call Observation Date, the Observation Value of each Underlying is greater than or equal to its Call
Value. If the Notes are automatically called prior to the Maturity Date, you will be entitled to receive the Early Redemption Amount
on the applicable Call Payment Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity
to continue to receive Contingent Coupon Payments after the date of the Automatic Call. If the Notes are called prior to the Maturity
Date, 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. |
| • | You may not receive any Contingent
Coupon Payments. The Notes do not provide for any regular fixed coupon payments. Investors in the Notes will not necessarily receive
any Contingent Coupon Payments on the Notes. If the Observation Value of any Underlying is less than its Coupon Barrier on an Observation
Date, you will not receive the Contingent Coupon Payment applicable to that Observation Date. If the Observation Value of any Underlying
is less than its Coupon Barrier on all the Observation Dates during the term of the Notes, you will not receive any Contingent Coupon
Payments during the term of the Notes, and will not receive a positive return on 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. In addition, if interest rates increase during the term of the Notes, the Contingent Coupon Payment (if any) may be less than
the yield on a conventional debt security of comparable maturity. |
| • | The Contingent Coupon Payment,
Early Redemption Amount or Redemption Amount, as applicable, will not reflect changes in the values of the Underlyings other than on
the Observation Dates or Call Observation Dates, as applicable. The values of the Underlyings during the term of the Notes other
than on the Observation Dates or Call Observation Dates, 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 calculation agent will determine whether each Contingent Coupon Payment is payable and
will calculate the Early Redemption Amount or the Redemption Amount, as applicable, by comparing only the Starting Value, the Coupon
Barrier, the Call Value or the Threshold Value, as applicable, to the Observation Value or 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 prior to maturity 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
some or a significant portion of your investment in the Notes even if the Observation Value or Ending Value of one Underlying is greater
than or equal to its Coupon Barrier 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 value of the other Underlyings. The Notes are not linked
to a basket composed of the Underlyings, where |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-11 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| | the depreciation in the value of one Underlying could be offset to some extent by the appreciation in
the value 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 value of the other Underlyings.
Even if the Observation Value of an Underlying is at or above its Coupon Barrier on an Observation Date, you will not receive the
Contingent Coupon Payment with respect to that Observation Date if the Observation Value of another Underlying is below its Coupon
Barrier on that day. In addition, even if the Ending Value of an Underlying is at or above its Threshold Value, you will lose some
or a significant portion 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. |
Valuation and Market-related Risks
| • | 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, 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. |
Conflict-related Risks
| • | 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, except to the extent that BAC’s
common stock may be included in an Underlying, 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 |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-12 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| | 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. 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. |
Index and ETF-related Risks
| • | The Notes are subject to
risks associated with small-size capitalization companies. The stocks comprising the RTY are issued by companies with small-sized
market capitalization. The stock prices of small-size companies may be more volatile than stock prices of large capitalization companies.
Small-size capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small-size capitalization companies may also be more susceptible to adverse developments related to their products
or services. |
| • | Adverse conditions in the
biotechnology sector may reduce your return on the Notes. All of the stocks held by the XBI are issued by companies whose primary
lines of business are directly associated with the biotechnology sector. The profitability of these companies is largely dependent on,
among other things, demand for the companies’ products, regulatory influences on the biotechnology market (including healthcare
reform and receipt of regulatory approvals and compliance with complex regulatory requirements), pricing and reimbursement from third
party payors, continued innovation and successful development of new products, talent attraction and retention, maintaining intellectual
property rights and industry competition. Any adverse developments affecting the biotechnology sector could adversely affect the price
of the XBI and, in turn, the value of the Notes. |
| • | The stocks held by the XBI
are concentrated in one sectors. The XBI holds securities issued by companies in the biotechnology 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 XBI, 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 XBI
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 XBI, especially during periods of market volatility. The performance of the XBI and that of
its respective 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 XBI 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 XBI 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 XBI
, differences in trading hours between the XBI (or its respective underlying assets) 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 XBI 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 XBI may differ from its respective net asset value per share or unit; shares or units of the
XBI may trade at, above, or below its net asset value per share or unit. During periods of market volatility, securities held by the
XBI may be unavailable in the secondary market, market participants may be unable to calculate accurately the respective net asset value
per share or unit of the XBI and the liquidity of the XBI may be adversely affected. Market volatility may also disrupt the ability of
market participants to trade shares or units of the XBI. 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 XBI. As a result, under these circumstances, the market
value of shares or units of the XBI may vary substantially from the net asset value per share or unit of the XBI. |
| • | The anti-dilution adjustments
will be limited. The calculation agent may adjust the Price Multiplier of the XBI and other terms of the Notes to reflect certain
actions by the XBI, 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 |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-13 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| | adjustment for every event that may affect the XBI 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 RTY or the XBI may adjust the RTY or the XBI 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 RTY or the XBI can add, delete, or substitute the components included in the RTY or the XBI or make other methodological changes
that could change its value. Any of these actions could adversely affect the value of your Notes. |
Tax-related Risks
| • | 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 contingent income-bearing 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 income, 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. |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-14 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Additional Risk Factors Relating to SMCI
| • | Our offering of the Notes
does not constitute a recommendation of SMCI. You should not take our offering of the Notes as an expression of our views about how
SMCI will perform in the future or as a recommendation to invest in SMCI, 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 SMCI 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 SMCI and any such research, opinions or
recommendations could adversely affect the price of SMCI. In the ordinary course of business, our affiliates may have published research
reports, expressed opinions or provided recommendations on the issuer of SMCI (the "Underlying Company"), SMCI, the applicable
financial markets or other matters that may influence the price of SMCI 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 SMCI
may at any time have significantly different views from those of our affiliates. For these reasons, you are encouraged to derive information
concerning SMCI 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 SMCI, 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 SMCI. You will not have any voting rights, any rights to receive dividends or other distributions, or any
other rights with respect to SMCI. 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 SMCI 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 SMCI 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 SMCI. |
| • | The business activities of
us, the Guarantor and any of our other affiliates, including the Selling Agents, relating to the Underlying Company may create conflicts
of interest with you. We, the Guarantor and/or our other affiliates, including the Selling Agents, 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. |
| | In connection with these activities, we, the Guarantor or our other affiliates, including the
Selling Agents, may receive information about the Underlying Company that we or they will not divulge to you or other third parties.
One or more of our affiliates may have published, and in the future may publish, research reports on the Underlying Company. This
research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with
purchasing or holding your Notes. Any of these activities may adversely affect the value of SMCI and, consequently, the market value
of your Notes. We, the Guarantor and our other affiliates, including the Selling Agents, do not make any representation to any
purchasers of the Notes regarding any matters whatsoever relating to SMCI or the Underlying Company. Any prospective purchaser of
the Notes should undertake an independent investigation into SMCI and the Underlying Company to a level that, in its judgment, is
appropriate to make an informed decision regarding an investment in the Notes. The selection of SMCI does not reflect any investment
recommendations from us, the Guarantor or our other affiliates, including the Selling Agents. |
| • | 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 SMCI 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 SMCI
or other terms of the Notes will not be adjusted for all corporate events that could affect SMCI or the Underlying Company. The Price
Multiplier of SMCI, the determination of the payment(s) on the Notes, and other terms of the Notes may be adjusted for the specified
corporate events affecting SMCI, 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 SMCI, 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 SMCI or other terms of the Notes may adversely
affect the Closing Market Price of SMCI, and, as a result, the market value of the Notes. |
| • | We, the Guarantor and our
other affiliates, including the Selling Agents, do not control the Underlying Company. We, the Guarantor or our other affiliates,
including the Selling Agents, currently, or in the future, may engage in business with the Underlying Company, and we, the Guarantor or our other affiliates, including the Selling Agents, may from time
to time own securities of the |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-15 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| | Underlying Company. However, none of us, the Guarantor or any of our other affiliates, including the
Selling Agents, have the ability to control the actions of the Underlying Company, including actions that could affect the value of
SMCI. |
| • | We cannot assure you that
publicly available information provided about SMCI or the Underlying Company is accurate or complete, and none of us, the Guarantor nor
any of our other affiliates, including the Selling Agents, will perform any due diligence procedures with respect to the Underlying Company.
All disclosures relating to SMCI 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 Agents 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 SMCI 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 SMCI or the Underlying Company is accurate or complete. We and the Guarantor
are not responsible for the public disclosure of information by or about SMCI 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 SMCI, 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 SMCI or the Underlying Company
could affect the value of SMCI and therefore, the value of the Notes. You must rely on your own evaluation of the merits of an investment
linked to SMCI. |
| • | The historical performance
of SMCI should not be taken as an indication of its performance during the term of the Notes. SMCI may perform better or worse during
the term of the Notes than it has historically. The historical performance of SMCI, including any historical performance set forth in
this pricing supplement, should not be taken as an indication of its future performance. |
| • | SMCI has limited actual historical
information. SMCI commenced trading on the Nasdaq Global Select Market recently. Because SMCI is of recent origin and limited actual
historical performance data exists with respect to it, your investment in the Notes may involve a greater risk than investing in Notes
linked to Underlying Stocks with a more established record of performance. |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-16 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Additional Terms of the Notes
The following shall supersede and replace the section
entitled “Description of the Notes— Certain Terms of the Notes— Events Relating to Observation Dates” in the accompanying
product supplement:
If, for any Underlying, (i) a Market Disruption Event
occurs on a scheduled Observation Date or (ii) the Calculation Agent determines that, by reason of an extraordinary event, occurrence,
declaration or otherwise, any scheduled Observation Date is not a Trading Day for any Underlying (any such day in either (i) or (ii) being
a “Non-Observation Date”), the Calculation Agent will determine the Closing Market Price of the Underlying for that day as
follows:
| • | The Closing Market Price of
an Underlying that is not so affected will be its Closing Market Price on that Non-Observation Date. |
| • | The Closing Market Price of
an Underlying that is affected by that Non-Observation Date will be deemed to be its 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 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. |
The applicable Observation Date will be deemed to occur
after the Calculation Agent has determined the Closing Market Prices of the applicable Underlyings as provided above.
With respect to SMCI only (for purposes of this section,
the “Underlying Stock”), the following information supersedes and supplements any contrary information included in the accompanying
product supplement, prospectus supplement and prospectus.
Certain Terms of the Notes
Trading Days. As to the Underlying Stock, a Trading
Day means a day on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence
of a Market Disruption Event) on the NYSE, the Nasdaq Stock Market, the Chicago Board Options Exchange, and in the over-the-counter market
for equity securities in the United States, or any successor exchange or market, or in the case of a security traded on one or more non-U.S.
securities exchanges or markets, on the principal non-U.S. securities exchange or market for such security.
Closing Market Price for the Underlying Stock
The price of the Underlying Stock on any applicable Observation
Date or calculation day will be determined by multiplying its respective Closing Market Price on that day by its “Price Multiplier”.
The initial Price Multiplier for the Underlying Stock will be 1, and will be subject to adjustment as provided below in “—Anti-Dilution
Adjustments” and “—Alternative Anti-Dilution and Reorganization Adjustments,” as applicable.
The “Closing Market Price” for one
share of the Underlying Stock (or one unit of any other security for which a Closing Market Price must be determined) on any Trading Day
means any of the following:
| • | 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 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. |
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-17 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Market Disruption Events for the Underlying Stock
As to the Underlying Stock, a “Market Disruption
Event” means one or more of the following events, as determined by the calculation agent in its sole discretion:
| (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). |
For the purpose of determining whether a Market Disruption
Event has occurred:
| (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.” |
Anti-Dilution Adjustments for the Underlying Stock
As to the Underlying Stock, the calculation agent, in
its sole discretion, may adjust its Price Multiplier, and any other terms of the Notes, if an event described below occurs after the pricing
date and on or before the maturity date of the Notes and if the calculation agent determines that such an event has a dilutive or concentrative
effect on the theoretical value of the shares of the Underlying Stock or shares of any Successor Entity.
The Price Multiplier for the Underlying Stock resulting
from any of the adjustments specified below will be rounded to the eighth decimal place with five one-billionths being rounded upward.
No adjustments to the Price Multiplier will be required unless the adjustment would require a change of at least 0.1% in the Price Multiplier
then in effect. Any adjustment that would require a change of less than 0.1% in the Price Multiplier which is not applied at the time
of the event may be reflected at the time of any subsequent adjustment that would require a change of the Price Multiplier. The required
adjustments specified below do not cover all events that could affect the Underlying Stock.
No adjustments to the Price Multiplier for the Underlying
Stock or any other terms of the Notes will be required other than those specified below. However, the calculation agent may, at its sole
discretion, make additional adjustments to the Price Multiplier or any other terms of the Notes to reflect changes to the Underlying Stock
if the calculation agent determines that the adjustment is appropriate to ensure an equitable result.
The calculation agent will be solely responsible for
the determination of any adjustments to the Price Multiplier for the Underlying Stock or any other terms of the Notes and of any related
determinations with respect to any distributions of stock, other securities or other property or assets, including cash, in connection
with any corporate event described below; its determinations and calculations will be conclusive absent a determination of a manifest
error.
No adjustments are required to be made for certain other
events, such as offerings of common equity securities by an Underlying Company for cash or in connection with the occurrence of a partial
tender or exchange offer for the applicable Underlying Stock by an Underlying Company.
Following an event that results in an adjustment to the
Price Multiplier for the Underlying Stock or any of the other terms of the Notes, the calculation agent may (but is not required to) provide
holders of the Notes with information about that adjustment as it deems appropriate, depending on the nature
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-18 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
of the adjustment. Upon written request by any holder
of the Notes, the calculation agent will provide that holder with information about such adjustment.
The calculation agent, in its sole discretion and as
it deems reasonable, may adjust the Price Multiplier for the Underlying Stock and any other terms of the Notes as a result of certain
events related to the Underlying Stock, which include, but are not limited to, the following:
Stock Splits and Reverse Stock Splits. If the
Underlying Stock is subject to a stock split or reverse stock split, then once such split has become effective, the Price Multiplier for
the Underlying Stock will be adjusted such that the new Price Multiplier will equal the product of:
| • | 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. |
For example, a two-for-one stock split would ordinarily
change a Price Multiplier of one into a Price Multiplier of two. In contrast, a one-for-two reverse stock split would ordinarily change
a Price Multiplier of one into a Price Multiplier of one-half.
Stock Dividends. If the Underlying Stock is subject
to (i) a stock dividend (i.e., an issuance of additional shares of the Underlying Stock) that is given ratably to all holders of the Underlying
Stock or (ii) a distribution of additional shares of the Underlying Stock as a result of the triggering of any provision of the organizational
documents of the applicable Underlying Company, then, once the dividend or distribution has become effective and the Underlying Stock
is trading ex-dividend, the Price Multiplier for the Underlying Stock will be adjusted on the ex-dividend date such that the new Price
Multiplier will equal the prior Price Multiplier plus the product of:
| • | 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). |
For example, a stock dividend of one new share for each
share held would ordinarily change a Price Multiplier of one into a Price multiplier of two.
Extraordinary Dividends. There will be no adjustments
to the Price Multiplier for the Underlying Stock to reflect any cash dividends or cash distributions paid with respect to SMCI other than
Extraordinary Dividends, as described below, and distributions described in “—Reorganization Events” below.
An “Extraordinary Dividend” means,
with respect to a cash dividend or other distribution with respect to the Underlying Stock, a dividend or other distribution that the
calculation agent determines, in its sole discretion, is not declared or otherwise made according to the Underlying Company’s then
existing policy or practice of paying such dividends on a quarterly or other regular basis. If an Extraordinary Dividend occurs, the Price
Multiplier will be adjusted on the ex-dividend date so that the new Price Multiplier will equal the product of:
| • | 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. |
The “Extraordinary Dividend Amount”
with respect to an Extraordinary Dividend will equal:
| • | 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. |
To the extent an Extraordinary Dividend is not paid in
cash, the value of the non-cash component will be determined by the calculation agent, whose determination will be conclusive. A distribution
on the Underlying Stock described in the section “ —Issuance of Transferable Rights or Warrants” below or in clause
(a), (d) or (e) of the section entitled “ —Anti-Dilution Adjustments—Reorganization Events” below that also constitutes
an Extraordinary Dividend will only cause an adjustment under those respective sections.
Issuance of Transferable Rights or Warrants. If
an Underlying Company issues transferable rights or warrants to all holders of record of the Underlying Stock to subscribe for or purchase
the Underlying Stock, including new or existing rights to purchase the Underlying Stock under a shareholder rights plan or arrangement,
then the Price Multiplier will be adjusted on the Trading Day immediately following the issuance of those transferable rights or warrants
so that the new Price Multiplier will equal the prior Price Multiplier plus the product of:
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-19 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
| • | 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. |
The number of shares that can be purchased will be based
on the Closing Market Price of the Underlying Stock on the date the new Price Multiplier is determined. The cash value of those warrants
or rights, if the warrants or rights are traded on a registered national securities exchange, will equal the closing price of that warrant
or right. If the warrants or rights are not traded on a registered national securities exchange, the cash value will be determined by
the calculation agent and will equal the average of the bid prices obtained from three dealers at 3:00 p.m., New York time, on the date
the new Price Multiplier is determined, provided that if only two of those bid prices are available, then the cash value of those warrants
or rights will equal the average of those bids and if only one of those bids is available, then the cash value of those warrants or rights
will equal that bid.
Reorganization Events
If after the pricing date and on or prior to the later
of the Valuation Date or applicable Observation Date, as to 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”), |
then, on or after the effective date of the Reorganization
Event, the calculation agent shall, in its sole discretion, make an adjustment to the Price Multiplier for the Underlying Stock or any
other terms of the Notes as the calculation agent, in its sole discretion, determines appropriate to account for the economic effect on
the Notes of that Reorganization Event (including adjustments to account for changes in volatility, expected dividends, stock loan rate,
or liquidity relevant to the Underlying Stock or to the Notes), which may, but need not, be determined by reference to the adjustment(s)
made in respect of such Reorganization Event by an options exchange to options on the Underlying Stock traded on that options exchange,
and determine the effective date of that adjustment. For the avoidance of doubt, any adjustment will be made on or after the effective
date of the Reorganization Event and not on the date of the announcement of a plan or intention to effect such an event.
If the calculation agent determines that no adjustment
that it could make will produce a commercially reasonable result, then the calculation agent may cause the maturity date of the Notes
to be accelerated to the fifth business day following the date of that determination and the amount payable to you will be calculated
as though the date of early repayment were the stated maturity date of the Notes and as though the Valuation Date were the fifth Trading
Day prior to the date of acceleration.
If an Underlying Company ceases to file the financial
and other information with the SEC in accordance with Section 13(a) of the Exchange Act, as contemplated by clause (i) above, and the
calculation agent determines in its sole discretion that sufficiently similar information is not otherwise available to you, then the
calculation agent may cause the maturity date of the Notes to be accelerated to the fifth business day following the date of that determination
and the amount payable to you will be calculated as though the date of early repayment were the stated maturity date of the Notes, and
as though the Valuation Date were the fifth Trading Day prior to the date of acceleration. If the calculation agent determines that sufficiently
similar information is available to you, the Reorganization Event
will be deemed to have not occurred.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-20 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Alternative Anti-Dilution and Reorganization Adjustments
The calculation agent may elect at its discretion to
not make any of the adjustments to the Price Multiplier for the Underlying Stock or to the other terms of the Notes described in this
section, but may instead make adjustments, in its discretion, to the Price Multiplier or any other terms of the Notes that will reflect
the adjustments to the extent practicable made by the Options Clearing Corporation on options contracts on the Underlying Stock or any
successor common stock. For example, if the Underlying Stock is subject to a two-for-one stock split, and the Options Clearing Corporation
adjusts the strike prices of the options contract on the Underlying Stock by dividing the strike price by two, then the calculation agent
may also elect to divide any applicable “starting value” of the Underlying Stock by two. In this case, the Price Multiplier
will remain one. This adjustment would have the same economic effect on holders of the Notes as if the Price Multiplier had been adjusted.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-21 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
The Underlyings
None of us, the Guarantor, BofAS or any of our other affiliates
makes any representation to you as to the future performance of the Underlyings. You should make your own investigation into the Underlyings.
Common Stock of Super Micro Computer, Inc.
We have derived the following information on SMCI and its
Underlying Company from publicly available documents. Because SMCI is registered under the Exchange Act, the Underlying Company is required
to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the
Underlying Company can be located through the SEC’s web site at sec.gov by reference to the CIK number set forth below.
This document relates only to the offering of the Notes and
does not relate to any offering of SMCI or any other securities of its Underlying Company. None of us, the Guarantor, BofAS or any of
our other affiliates has made any due diligence inquiry with respect to the Underlying Company in connection with the offering of the
Notes. None of us, the Guarantor, BofAS or any of our other affiliates has independently verified the accuracy or completeness of the
publicly available documents or any other publicly available information regarding the Underlying Company and hence makes no representation
regarding the same. Furthermore, there can be no assurance that all events occurring prior to the date of this document, including events
that would affect the accuracy or completeness of these publicly available documents that could affect the trading price of SMCI, have
been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events
concerning the Underlying Company could affect the price of SMCI and therefore could affect your return on the Notes. The selection of
SMCI is not a recommendation to buy or sell SMCI.
Super Micro Computer, Inc. designs, develops, manufactures
and sells server solutions based on modular and open-standard architecture. The company offers servers, motherboards, chassis, and accessories.
Super Micro Computer, Inc. markets its products worldwide. This Underlying Stock trades on the Nasdaq Global Select Market under the symbol
"SMCI." The company's CIK number is 0001375365.
Historical Performance of SMCI
The following graph sets forth the daily historical performance
of SMCI in the period from January 14, 2020 through the pricing date. We obtained this historical data from Bloomberg L.P. We have not
independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market
Price of SMCI was $786.28.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_007.jpg)
This historical data on SMCI is not necessarily indicative
of the future performance of SMCI or what the value of the Notes may be. Any historical upward or downward trend in the Closing Market
Price of SMCI during any period set forth above is not an indication that the Closing Market Price of SMCI is more or less likely to increase
or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult publicly
available sources for the Closing Market Prices and trading pattern of SMCI.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-22 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
The Russell 2000® Index
All disclosures contained in this pricing supplement
regarding the RTY, including, without limitation, its make-up, method of calculation, and changes in its components, have been derived
from publicly available sources. The information reflects the policies of, and is subject to change by, FTSE Russell, the sponsor of the
RTY. We refer to FTSE Russell as the “Underlying Sponsor.” The Underlying Sponsor, which licenses the copyright and all other
rights to the RTY, has no obligation to continue to publish, and may discontinue publication of, the RTY. The consequences of the Underlying
Sponsor discontinuing publication of the RTY are discussed in “Description of the Notes - Discontinuance of an Index” in the
accompanying product supplement. None of us, the Guarantor, the calculation agent, or BofAS accepts any responsibility for the calculation,
maintenance or publication of the RTY or any successor index.
The RTY was developed by Russell Investments (“Russell”)
before FTSE International Limited and Russell combined in 2015 to create FTSE Russell, which is wholly owned by London Stock Exchange
Group. Additional information on the RTY is available at the following website: http://www.ftserussell.com. No information on that website
is deemed to be included or incorporated by reference in this pricing supplement.
Russell began dissemination of the RTY on January 1,
1984. FTSE Russell calculates and publishes the RTY. The RTY was set to 135 as of the close of business on December 31, 1986. The RTY
is designed to track the performance of the small capitalization segment of the U.S. equity market. As a subset of the Russell 3000®
Index, the RTY consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 3000®
Index measures the performance of the largest 3,000 U.S. companies, representing approximately 98% of the investable U.S. equity market.
The RTY is determined, comprised, and calculated by FTSE Russell without regard to the Notes.
Selection of Stocks Comprising the RTY
Each company eligible for inclusion in the RTY must be
classified as a U.S. company under FTSE Russell’s country-assignment methodology. If a company is incorporated, has a stated headquarters
location, and trades in the same country (American Depositary Receipts and American Depositary Shares are not eligible), then the company
is assigned to its country of incorporation. If any of the three factors are not the same, FTSE Russell defines three Home Country Indicators
(“HCIs”): country of incorporation, country of headquarters, and country of the most liquid exchange (as defined by a two-year
average daily dollar trading volume) from all exchanges within a country. Using the HCIs, FTSE Russell compares the primary location of
the company’s assets with the three HCIs. If the primary location of its assets matches any of the HCIs, then the company is assigned
to the primary location of its assets. If there is insufficient information to determine the country in which the company’s assets
are primarily located, FTSE Russell will use the country from which the company’s revenues are primarily derived for the comparison
with the three HCIs in a similar manner. FTSE Russell uses the average of two years of assets or revenues data to reduce potential turnover.
If conclusive country details cannot be derived from assets or revenues data, FTSE Russell will assign the company to the country of its
headquarters, which is defined as the address of the company’s principal executive offices, unless that country is a Benefit Driven
Incorporation (“BDI”) country, in which case the company will be assigned to the country of its most liquid stock exchange.
BDI countries include: Anguilla, Antigua and Barbuda, Bahamas, Barbados, Belize, Bermuda, Bonaire, British Virgin Islands, Cayman Islands,
Channel Islands, Cook Islands, Curacao, Faroe Islands, Gibraltar, Guernsey, Isle of Man, Jersey, Liberia, Marshall Islands, Panama, Saba,
Sint Eustatius, Sint Maarten, and Turks and Caicos Islands. For any companies incorporated or headquartered in a U.S. territory, including
Puerto Rico, Guam, and U.S. Virgin Islands, a U.S. HCI is assigned.
All securities eligible for inclusion in the RTY must
trade on a major U.S. exchange. Stocks must have a closing price at or above $1.00 on their primary exchange on the last trading day in
May to be eligible for inclusion during annual reconstitution. However, in order to reduce unnecessary turnover, if an existing member’s
closing price is less than $1.00 on the last day of May, it will be considered eligible if the average of the daily closing prices (from
its primary exchange) during the month of May is equal to or greater than $1.00. Initial public offerings are added each quarter and must
have a closing price at or above $1.00 on the last day of their eligibility period in order to qualify for index inclusion. If an existing
stock does not trade on the “rank day” (typically the last trading day in May but a confirmed timetable is announced each
spring) but does have a closing price at or above $1.00 on another eligible U.S. exchange, that stock will be eligible for inclusion.
An important criterion used to determine the list of
securities eligible for the RTY is total market capitalization, which is defined as the market price as of the last trading day in May
for those securities being considered at annual reconstitution times the total number of shares outstanding. Where applicable, common
stock, non-restricted exchangeable shares and partnership units/membership interests are used to determine market capitalization. Any
other form of shares such as preferred stock, convertible preferred stock, redeemable shares, participating preferred stock, warrants
and rights, installment receipts or trust receipts, are excluded from the calculation. If multiple share classes of common stock exist,
they are combined. In cases where the common stock share classes act independently of each other (e.g., tracking stocks), each class is
considered for inclusion separately. If multiple share classes exist, the pricing vehicle will be designated as the share class with the
highest two-year trading volume as of the rank day in May.
Companies with a total market capitalization of less
than $30 million are not eligible for the RTY. Similarly, companies with only 5% or less of their shares available in the marketplace
are not eligible for the RTY. Royalty trusts, limited liability companies, closed-end investment companies (companies that are required
to report Acquired Fund Fees and Expenses, as defined by the SEC, including business development companies), blank check companies, special
purpose acquisition companies, and limited partnerships are also ineligible for inclusion. Bulletin board, pink sheets, and over-the-counter
traded securities are not eligible for inclusion. Exchange traded funds and mutual funds are also excluded.
Annual reconstitution is a process by which the RTY is
completely rebuilt. Based on closing levels of the company’s common stock on its primary
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-23 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
exchange on the rank day of May of each year, FTSE Russell
reconstitutes the composition of the RTY using the then existing market capitalizations of eligible companies. Reconstitution of the RTY
occurs on the last Friday in June or, when the last Friday in June is the 29th or 30th, reconstitution occurs on the prior Friday. In
addition, FTSE Russell adds initial public offerings to the RTY on a quarterly basis based on total market capitalization ranking within
the market-adjusted capitalization breaks established during the most recent reconstitution. After membership is determined, a security’s
shares are adjusted to include only those shares available to the public. This is often referred to as “free float.” The purpose
of the adjustment is to exclude from market calculations the capitalization that is not available for purchase and is not part of the
investable opportunity set.
Historical Performance of the RTY
The following graph sets forth the daily historical performance
of the RTY in the period from January 2, 2019 through the pricing date. We obtained this historical data from Bloomberg L.P. We have not
independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level
of the RTY was 2,220.649.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_008.jpg)
This historical data on the RTY is not necessarily indicative
of the future performance of the RTY or what the value of the Notes may be. Any historical upward or downward trend in the closing level
of the RTY during any period set forth above is not an indication that the closing level of the RTY is more or less likely to increase
or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult publicly
available sources for the closing levels of the RTY.
License Agreement
“Russell 2000®” and “Russell
3000®” are trademarks of FTSE Russell and have been licensed for use by our affiliate, Merrill Lynch, Pierce, Fenner
& Smith Incorporated. The Notes are not sponsored, endorsed, sold, or promoted by FTSE Russell, and FTSE Russell makes no representation
regarding the advisability of investing in the Notes.
FTSE Russell and Merrill Lynch, Pierce, Fenner &
Smith Incorporated have entered into a non-exclusive license agreement providing for the license to Merrill Lynch, Pierce, Fenner &
Smith Incorporated and its affiliates, including us, in exchange for a fee, of the right to use indices owned and published by FTSE Russell
in connection with some securities, including the Notes. The license agreement provides that the following language must be stated in
this pricing supplement:
The Notes are not sponsored, endorsed, sold, or promoted
by FTSE Russell. FTSE Russell makes no representation or warranty, express or implied, to the holders of the Notes or any member of the
public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the RTY to track
general stock market performance or a segment of the same. FTSE Russell’s publication of the RTY in no way suggests or implies an
opinion by FTSE Russell as to the advisability of investment in any or all of the securities upon which the RTY is based. FTSE Russell’s
only relationship to Merrill Lynch, Pierce, Fenner & Smith Incorporated and to us is the licensing of certain trademarks and trade
names of FTSE Russell and of the RTY, which is determined, composed, and calculated by FTSE Russell without regard to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, us, or the Notes. FTSE Russell is not responsible for and has not reviewed the Notes nor any associated
literature or publications and FTSE Russell makes no representation or warranty express or implied as to their accuracy or completeness,
or otherwise. FTSE Russell reserves the right, at any time and without notice, to alter, amend, terminate, or in any way change the RTY.
FTSE Russell has no obligation or liability in connection with the
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
administration, marketing, or trading of the Notes.
FTSE RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE RTY OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, US, BAC, BOFAS, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RTY OR ANY DATA INCLUDED THEREIN.
FTSE RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE RTY OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FTSE RUSSELL
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-25 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
The SPDR® S&P Biotech ETF
All disclosures contained in this pricing supplement
regarding the XBI or its underlying index, including, without limitation, its make-up, method of calculation, and changes in its components,
have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, the investment
advisor of the XBI (the “Investment Advisor”). The Investment Advisor, which licenses the copyright and all other rights to
the XBI, has no obligation to continue to publish, and may discontinue publication of, XBI. The consequences of the Investment Advisor
discontinuing publication of the XBI are discussed in “Description of the Notes — Anti-Dilution and Discontinuance Adjustments
Relating to ETFs — Discontinuance of or Material Change to an ETF” in the accompanying product supplement. None of us, the
Guarantor, the calculation agent, or BofAS accepts any responsibility for the calculation, maintenance or publication of the XBI or any
successor underlying.
The XBI seeks to provide investment results that correspond
generally to the price and yield performance, before fees and expenses, of the S&P® Biotechnology Select Industry®
Index (the “Underlying Index”). The Underlying Index represents the biotechnology sub-industry portion of the Standard &
Poor’s (“S&P”) Total Market Index (“S&P TMI”), an index that measures the performance of the U.S.
equity market. The XBI is composed of companies that are in the biotechnology sector. The XBI trades on NYSE Arca under the ticker symbol
“XBI.”
The XBI utilizes a “replication” investment
approach in attempting to track the performance of its Underlying Index. The XBI typically invests in substantially all of the securities
which comprise the Underlying Index in approximately the same proportions as the Underlying Index. The XBI will normally invest at least
80% of its total assets in the common stocks that comprise the Underlying Index.
The S&P® Biotechnology Select Industry®
Index
This Underlying Index is an equal-weighted index that
is designed to measure the performance of the biotechnology sub-industry portion of the S&P TMI. The S&P TMI includes all U.S.
common equities listed on the New York Stock Exchange (the “NYSE”) (including NYSE Arca), the NYSE American, the Nasdaq Global
Select Market, and the Nasdaq Capital Market. Each of the component stocks in the Underlying Index is a constituent company within the
biotechnology sub-industry portion of the S&P TMI.
To be eligible for inclusion in the Underlying Index,
companies must be in the S&P TMI and must be included in the relevant Global Industry Classification Standard (GICS) sub-industry.
The GICS was developed to establish a global standard for categorizing companies into sectors and industries. In addition to the above,
companies must satisfy one of the two following combined size and liquidity criteria:
| • | float-adjusted market capitalization
above US$500 million and float-adjusted liquidity ratio above 90%; or |
| • | float-adjusted market capitalization
above US$400 million and float-adjusted liquidity ratio above 150%. |
All U.S. companies satisfying these requirements are
included in the Underlying Index. The total number of companies in the Underlying Index should be at least 35. If there are fewer than
35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity thresholds
above are included in order of their float-adjusted market capitalization to reach 35 constituents. Minimum market capitalization requirements
may be relaxed to ensure there are at least 22 companies in the Underlying Index as of each rebalancing effective date.
Eligibility factors include:
| • | Market Capitalization: Float-adjusted
market capitalization should be at least US$400 million for inclusion in the underlying index. Existing index components must have a
float-adjusted market capitalization of US$300 million to remain in the Underlying Index at each rebalancing. |
| • | Liquidity: The liquidity measurement
used is a liquidity ratio, defined as dollar value traded over the previous 12-months divided by the float-adjusted market capitalization
as of the Underlying Index rebalancing reference date. Stocks having a float-adjusted market capitalization above US$500 million must
have a liquidity ratio greater than 90% to be eligible for addition to the Underlying Index. Stocks having a float-adjusted market capitalization
between US$400 and US$500 million must have a liquidity ratio greater than 150% to be eligible for addition to the Underlying Index.
Existing index constituents must have a liquidity ratio greater than 50% to remain in the Underlying Index at the quarterly rebalancing.
The length of time to evaluate liquidity is reduced to the available trading period for IPOs or spin-offs that do not have 12 months
of trading history. |
| • | Takeover Restrictions: At the
discretion of S&P, constituents with shareholder ownership restrictions defined in company bylaws may be deemed ineligible for inclusion
in the Underlying Index. Ownership restrictions preventing entities from replicating the index weight of a company may be excluded from
the eligible universe or removed from the Underlying Index. |
| • | Turnover: S&P believes turnover
in index membership should be avoided when possible. At times, a company may appear to temporarily violate one or more of the addition
criteria. However, the addition criteria are for addition to the Underlying Index, not for continued membership. As a result, an index
constituent that appears to violate the criteria for addition to the Underlying Index will not be deleted unless ongoing conditions warrant
a change in the composition of the Underlying Index. |
Computation of the Underlying Index
The Underlying Index is calculated as the Underlying
Index market value divided by the divisor. In an equal-weighted index like the Underlying Index, the market capitalization of each stock
used in the calculation of the index market value is redefined so that each stock has an equal weight in the index on
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
each rebalancing date. The adjusted market capitalization
for each stock in the index is calculated as the product of the stock price, the number of shares outstanding, the stock’s float
factor and the adjustment factor.
A stock’s float factor refers to the number of
shares outstanding that are available to investors. S&P indices exclude shares closely held by control groups from the Underlying
Index calculation because such shares are not available to investors. For each stock, S&P calculates an Investable Weight Factor (IWF)
which is the percentage of total shares outstanding that are included in the Underlying Index calculation.
The adjustment factor for each stock is assigned at each
rebalancing date and is calculated by dividing a specific constant set for the purpose of deriving the adjustment factor (often referred
to as modified index shares) by the number of stocks in the Underlying Index multiplied by the float adjusted market value of such stock
on such rebalancing date.
Adjustments are also made to ensure that no stock in
the Underlying Index will have a weight that exceeds the value that can be traded in a single day for a theoretical portfolio of $2 billion.
Theoretical portfolio values are reviewed annually and any updates are made at the discretion of the Underlying Index committee, as defined
below. The maximum Basket liquidity weight for each stock in the Underlying Index will be calculated using the ratio of its three-month
median daily value traded to the theoretical portfolio value of $2 billion. Each stock’s weight in the Underlying Index is then
compared to its maximum Basket liquidity weight and is set to the lesser of (1) its maximum Basket liquidity weight or (2) its initial
equal weight. All excess weight is redistributed across the Underlying Index to the uncapped stocks. If necessary, a final adjustment
is made to ensure that no stock in the Underlying Index has a weight greater than 4.5%. No further adjustments are made if the latter
step would force the weight of those stocks limited to their maximum Basket liquidity weight to exceed that weight. If the Underlying
Index contains exactly 22 stocks as of the rebalancing effective date, the Underlying Index will be equally weighted without Basket liquidity
constraints.
If a company has more than one share class line in the
S&P Total Market Index, such company will be represented once by the designated listing (generally the share class with both (i) the
highest one-year trading liquidity as defined by median daily value traded and (ii) the largest float-adjusted market capitalization).
S&P reviews designated listings on an annual basis and any changes are implemented after the close of the third Friday in September.
The last trading day in July is used as the reference date for the liquidity and market capitalization data in such determination. Once
a listed share class line is added to the Underlying Index, it may be retained in the Underlying Index even though it may appear to violate
certain constituent addition criteria. For companies that issue a second publicly traded share class to Underlying Index share class holders,
the newly issued share class line will be considered for inclusion if the event is mandatory and the market capitalization of the distributed
class is not considered to be de minimis.
The Underlying Index is calculated by using the divisor
methodology used in all S&P equity indices. The initial divisor was set to have a base value of 1,000 on June 20, 2003. The Underlying
Index level is the Underlying Index market value divided by the Underlying index divisor. In order to maintain Underlying Index series
continuity, it is also necessary to adjust the divisor at each rebalancing. Therefore, the divisor (after rebalancing) equals the Underlying
Index market value (after rebalancing) divided by the Underlying Index value before rebalancing. The divisor keeps the Underlying Index
comparable over time and is one manipulation point for adjustments to the Underlying Index, which we refer to as maintenance of the Underlying
Index.
Historical Performance of the XBI
The following graph sets forth the daily historical performance
of the XBI in the period from January 2, 2019 through the pricing date. We obtained this historical data from Bloomberg L.P. We have not
independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market
Price of the XBI was $98.89.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-27 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_009.jpg)
This historical data on the XBI is not necessarily indicative
of the future performance of the XBI or what the value of the Notes may be. Any historical upward or downward trend in the Closing Market
Price of the XBI during any period set forth above is not an indication that the Closing Market Price of the XBI is more or less likely
to increase or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult publicly
available sources for the Closing Market Prices and trading pattern of the XBI.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-28 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Supplement to the Plan of Distribution; Role of BofAS and Conflicts
of Interest
BofAS, a broker-dealer affiliate of ours, is a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of
the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA Rule 5121. BofAS may not make sales in this
offering to any of its discretionary accounts without the prior written approval of the account holder.
We will deliver the Notes against payment therefor in
New York, New York on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange
Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to the original issue
date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Under our distribution agreement with BofAS, BofAS will
purchase the Notes from us as principal at the public offering price indicated on the cover of this pricing supplement, less the indicated
underwriting discount, if any. BofAS will sell the Notes to other broker-dealers that will participate in the offering and that are not
affiliated with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the Notes to one or more additional
broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase or repurchase
the Notes at the same discount. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some
or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based
advisory accounts may be as low as $967.50 per $1,000.00 in principal amount of Notes.
BofAS and any of our other broker-dealer affiliates may
use this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for offers and sales in secondary
market transactions and market-making transactions in the Notes. However, they are not obligated to engage in such secondary market transactions
and/or market-making transactions. These broker-dealer affiliates may act as principal or agent in these transactions, and any such sales
will be made at prices related to prevailing market conditions at the time of the sale.
At BofAS’s discretion, for a short, undetermined
initial period after the issuance of the Notes, BofAS may offer to buy the Notes in the secondary market at a price that may exceed the
initial estimated value of the Notes. Any price offered by BofAS for the Notes will be based on then-prevailing market conditions and
other considerations, including the performance of the Underlyings and the remaining term of the Notes. However, none of us, the Guarantor,
BofAS or any of our other affiliates is obligated to purchase your Notes at any price or at any time, and we cannot assure you that any
party will purchase your Notes at a price that equals or exceeds the initial estimated value of the Notes.
Any price that BofAS may pay to repurchase the Notes
will depend upon then prevailing market conditions, the creditworthiness of us and the Guarantor, and transaction costs. At certain times,
this price may be higher than or lower than the initial estimated value of the Notes.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying product
supplement, the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation
(as defined below). This pricing supplement, the accompanying product supplement, the accompanying prospectus and the accompanying prospectus
supplement have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the “EEA”)
or in the United Kingdom (each, a “Relevant State”) will only be made to a legal entity which is a qualified investor under
the Prospectus Regulation (“Qualified Investors”). Accordingly any person making or intending to make an offer in that Relevant
State of Notes which are the subject of the offering contemplated in this pricing supplement, the accompanying product supplement, the
accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified Investors. Neither BofA Finance
nor BAC has authorized, nor does it authorize, the making of any offer of Notes other than to Qualified Investors. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129.
PROHIBITION OF SALES TO
EEA AND UNITED KINGDOM RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes:
(a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the Prospectus Regulation; and (b) the expression “offer” includes the communication
in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor
to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors
in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this pricing supplement, the accompanying
product supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relating
to the issue of the Notes offered hereby is not being made, and such documents and/or
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
materials have not been approved, by an authorized
person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “Relevant
Persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which
this pricing supplement, the accompanying product supplement, the accompanying prospectus supplement and the accompanying prospectus relates
will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this pricing supplement, the accompanying product supplement, the accompanying prospectus supplement or the accompanying prospectus
or any of their contents.
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or
caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BofA Finance, as Issuer, or BAC, as Guarantor.
All applicable provisions of the FSMA must be complied
with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-30 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Structuring the Notes
The Notes are our debt securities, the return on which
is linked to the performance of the Underlyings. The related guarantee is BAC’s obligation. As is the case for all of our and BAC’s
respective debt securities, including our market-linked notes, the economic terms of the Notes reflect our and BAC’s actual or perceived
creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational, funding and liability
management costs to us and BAC, BAC typically borrows the funds under these types of notes at a rate, which we refer to in this pricing
supplement as BAC’s internal funding rate, that is more favorable to BAC than the rate that it might pay for a conventional fixed
or floating rate debt security. This generally relatively lower internal funding rate, which is reflected in the economic terms of the
Notes, along with the fees and charges associated with market-linked notes, resulted in the initial estimated value of the Notes on the
pricing date being less than their public offering price.
In order to meet our payment obligations on the Notes,
at the time we issue the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options
or other derivatives) with BofAS or one of our other affiliates. The terms of these hedging arrangements are determined based upon terms
provided by BofAS and its affiliates, and take into account a number of factors, including our and BAC’s creditworthiness, interest
rate movements, the volatility of the Underlyings, the tenor of the Notes and the hedging arrangements. The economic terms of the Notes
and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will
include hedging related charges, reflecting the costs associated with, and our affiliates’ profit earned from, these hedging arrangements.
Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these hedging transactions
may be more or less than any expected amounts.
For further information, see “Risk Factors”
beginning on page PS-5 and “Supplemental Use of Proceeds” on page PS-19 of the accompanying product supplement.
Validity of the Notes
In the opinion of McGuireWoods LLP, as counsel to BofA
Finance, as issuer, and BAC, as guarantor, when the trustee has made the appropriate entries or notations on Schedule 1 to the master
global note that represents the Notes (the “Master Note”) identifying the Notes offered hereby as supplemental obligations
thereunder in accordance with the instructions of BofA Finance, and the Notes have been delivered against payment therefor as contemplated
in this pricing supplement and the related prospectus, prospectus supplement and product supplement, all in accordance with the provisions
of the indenture governing the Notes and the related guarantee, such Notes will be the legal, valid and binding obligations of BofA Finance,
and the related guarantee will be the legal, valid and binding obligation of BAC, subject, in each case, to the effects of applicable
bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium
and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the
date of this pricing supplement and is limited to the Delaware General Corporation Law and the Delaware Limited Liability Company Act
(including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting
either of the foregoing) and the laws of the State of New York as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the Notes and due authentication
of the Master Note, the validity, binding nature and enforceability of the indenture governing the Notes and the related guarantee with
respect to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted
to McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof,
the authenticity of the originals of such copies and certain factual matters, all as stated in the opinion letter of McGuireWoods LLP
dated December 8, 2022, which has been filed as an exhibit to the Registration Statement (File Nos. 333-268718 and 333-268718-01) of BAC
and BofA Finance, filed with the SEC on December 8, 2022.
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
U.S. Federal Income Tax Summary
The following summary of the material U.S. federal income
and estate tax considerations of the acquisition, ownership, and disposition of the Notes supplements, and to the extent inconsistent
supersedes, the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus and is not exhaustive
of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”) (including proposed and temporary regulations),
rulings, current administrative interpretations and official pronouncements of the IRS, and judicial decisions, all as currently in effect
and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This
summary does not include any description of the tax laws of any state or local governments, or of any foreign government, that may be
applicable to a particular holder.
Although the Notes are issued by us, they will be treated
as if they were issued by BAC for U.S. federal income tax purposes. Accordingly throughout this tax discussion, references to “we,”
“our” or “us” are generally to BAC unless the context requires otherwise.
This summary is directed solely to U.S. Holders and Non-U.S.
Holders that, except as otherwise specifically noted, will purchase the Notes upon original issuance and will hold the Notes as capital
assets within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are not excluded from
the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus.
You should consult your own tax advisor concerning the
U.S. federal income tax consequences to you of acquiring, owning, and disposing of the Notes, as well as any tax consequences arising
under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
General
Although there is no statutory, judicial, or administrative
authority directly addressing the characterization of the Notes, we intend to treat the Notes for all tax purposes as contingent income-bearing
single financial contracts with respect to the Underlyings and under the terms of the Notes, we and every investor in the Notes agree,
in the absence of an administrative determination or judicial ruling to the contrary, to treat the Notes in accordance with such characterization.
In the opinion of our counsel, Sidley Austin LLP, it is reasonable to treat the Notes as contingent income-bearing single financial contracts
with respect to the Underlyings. However, Sidley Austin LLP has advised us that it is unable to conclude that it is more likely than not
that this treatment will be upheld. This discussion assumes that the Notes constitute contingent income-bearing single financial contracts
with respect to the Underlyings for U.S. federal income tax purposes. If the Notes did not constitute contingent income-bearing single
financial contracts, the tax consequences described below would be materially different.
This characterization of the Notes is not binding
on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or
any similar instruments for U.S. federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper
characterization and treatment. Due to the absence of authorities on point, significant aspects of the U.S. federal income tax consequences
of an investment in the Notes are not certain, and no assurance can be given that the IRS or any court will agree with the characterization
and tax treatment described in this pricing supplement. Accordingly, you are urged to consult your tax advisor regarding all aspects of
the U.S. federal income tax consequences of an investment in the Notes, including possible alternative characterizations.
Unless otherwise stated, the following discussion is
based on the characterization described above. The discussion in this section assumes that there is a significant possibility of a significant
loss of principal on an investment in the Notes.
We will not attempt to ascertain whether the issuer of
an Underlying or the issuer of any component stock included in the Underlying that is an index would be treated as a “passive foreign
investment company” (“PFIC”), within the meaning of Section 1297 of the Code, or a United States real property holding
corporation, within the meaning of Section 897(c) of the Code. If the issuer of an Underlying or the issuer of one or more stocks included
in the Underlying that is an index were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a holder
of the Notes. You should refer to information filed with the SEC by the issuer of an Underlying or the issuers of the component stocks
included in the Underlying that is an index and consult your tax advisor regarding the possible consequences to you, if any, if the issuer
of an Underlying or the issuer of any component stock included in the Underlying that is an index is or becomes a PFIC or is or becomes
a United States real property holding corporation.
U.S. Holders
Although the U.S. federal income tax treatment of any
Contingent Coupon Payment on the Notes is uncertain, we intend to take the position, and the following discussion assumes, that any Contingent
Coupon Payment constitutes taxable ordinary income to a U.S. Holder at the time received or accrued in accordance with the U.S. Holder’s
regular method of accounting. By purchasing the Notes you agree, in the absence of an administrative determination or judicial ruling
to the contrary, to treat any Contingent Coupon Payment as described in the preceding sentence.
Upon receipt of a cash payment at maturity or upon
a sale, exchange, or redemption of the Notes prior to maturity, a U.S. Holder generally will recognize capital gain or loss equal to
the difference between the amount realized (other than amounts representing any Contingent Coupon Payment, which would be taxed as
described above) and the U.S. Holder’s tax basis in the Notes. A U.S. Holder’s tax basis in the Notes will equal the
amount paid by that holder to acquire them. Subject to the discussion
below concerning the possible application of the “constructive ownership” rules of Section 1260 of
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-32 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
the Code, this capital
gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the Notes for more than one year. The deductibility
of capital losses is subject to limitations.
Possible Application of Section 1260 of the Code.
Since one Underlying is the type of financial asset described under Section 1260 of the Code (including, among others, any equity
interest in pass-through entities such as exchange traded funds, regulated investment companies, real estate investment trusts, partnerships,
and passive foreign investment companies, each a “Section 1260 Financial Asset”), while the matter is not entirely clear,
there may exist a risk that an investment in the Notes will be treated , in whole or in part, as a “constructive ownership transaction”
to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital gain recognized
by a U.S. Holder in respect of the Notes will be recharacterized as ordinary income (the “Excess Gain”). In addition, an interest
charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in
gross income inclusion for the U.S. Holder in taxable years prior to the taxable year of the sale, exchange, redemption, or settlement
(assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange, redemption, or
settlement).
If an investment in the Notes is treated as a constructive
ownership transaction, it is not clear to what extent any long-term capital gain of a U.S. Holder in respect of the Notes will be recharacterized
as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary
income in respect of the Notes will equal the excess of (i) any long-term capital gain recognized by the U.S. Holder in respect of the
Notes and attributable to Section 1260 Financial Assets, over (ii) the “net underlying long-term capital gain” (as defined
in Section 1260 of the Code) such U.S. Holder would have had if such U.S. Holder had acquired an amount of the corresponding Section 1260
Financial Assets at fair market value on the original issue date for an amount equal to the portion of the issue price of the Notes attributable
to the corresponding Section 1260 Financial Assets and sold such amount of Section 1260 Financial Assets at maturity or upon sale, exchange
or redemption of the Notes at fair market value. Unless otherwise established by clear and convincing evidence, the net underlying long-term
capital gain is treated as zero and therefore it is possible that all long-term capital gain recognized by a U.S. Holder in respect of
the Notes will be recharacterized as ordinary income if Section 1260 of the Code applies to an investment in the Notes. U.S. Holders should
consult their tax advisors regarding the potential application of Section 1260 of the Code to an investment in the Notes.
As described below, the IRS, as indicated in Notice 2008-2
(the “Notice”), is considering whether Section 1260 of the Code generally applies or should apply to the Notes, including
in situations where the Underlyings are not the type of financial asset described under Section 1260 of the Code.
Alternative Tax Treatments. Due to the absence
of authorities that directly address the proper tax treatment of the Notes, prospective investors are urged to consult their tax advisors
regarding all possible alternative tax treatments of an investment in the Notes. In particular, the IRS could seek to subject the Notes
to the Treasury regulations governing contingent payment debt instruments. If the IRS were successful in that regard, the timing and character
of income on the Notes would be affected significantly. Among other things, a U.S. Holder would be required to accrue original issue discount
every year at a “comparable yield” determined at the time of issuance. In addition, any gain realized by a U.S. Holder at
maturity or upon a sale, exchange, or redemption of the Notes generally would be treated as ordinary income, and any loss realized at
maturity or upon a sale, exchange, or redemption of the Notes generally would be treated as ordinary loss to the extent of the U.S. Holder’s
prior accruals of original issue discount, and as capital loss thereafter.
In addition, it is possible that the Notes could be treated
as a unit consisting of a deposit and a put option written by the Note holder, in which case the timing and character of income on the
Notes would be affected significantly.
The Notice sought comments from the public on the taxation
of financial instruments currently taxed as “prepaid forward contracts.” This Notice addresses instruments such as the Notes.
According to the Notice, the IRS and Treasury are considering whether a holder of an instrument such as the Notes should be required to
accrue ordinary income on a current basis, regardless of whether any payments are made prior to maturity. It is not possible to determine
what guidance the IRS and Treasury will ultimately issue, if any. Any such future guidance may affect the amount, timing and character
of income, gain, or loss in respect of the Notes, possibly with retroactive effect.
The IRS and Treasury are also considering additional
issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders
of such instruments should be subject to withholding tax on any deemed income accruals, whether Section 1260 of the Code, concerning certain
“constructive ownership transactions,” generally applies or should generally apply to such instruments, and whether any of
these determinations depend on the nature of the underlying asset.
In addition, proposed Treasury regulations require the
accrual of income on a current basis for contingent payments made under certain notional principal contracts. The preamble to the regulations
states that the “wait and see” method of accounting does not properly reflect the economic accrual of income on those contracts,
and requires current accrual of income for some contracts already in existence. While the proposed regulations do not apply to prepaid
forward contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist in the case of prepaid
forward contracts. If the IRS or Treasury publishes future guidance requiring current economic accrual for contingent payments on prepaid
forward contracts, it is possible that you could be required to accrue income over the term of the Notes.
Because of the absence of authority regarding the appropriate
tax characterization of the Notes, it is also possible that the IRS could seek to characterize the Notes in a manner that results in tax
consequences that are different from those described above. For example, the IRS could possibly assert that any gain or loss that a holder may recognize
at maturity or upon the sale, exchange, or redemption of the Notes should be treated as ordinary gain or loss.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-33 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Because one Underlying is an index that periodically
rebalances, it is possible that the Notes could be treated as a series of contingent income-bearing single financial contracts, each of
which matures on the next rebalancing date. If the Notes were properly characterized in such a manner, a U.S. Holder would be treated
as disposing of the Notes on each rebalancing date in return for new Notes that mature on the next rebalancing date, and a U.S. Holder
would accordingly likely recognize capital gain or loss on each rebalancing date equal to the difference between the holder’s tax
basis in the Notes (which would be adjusted to take into account any prior recognition of gain or loss) and the fair market value of the
Notes on such date.
Non-U.S. Holders
Because the U.S. federal income tax treatment of the
Notes (including any Contingent Coupon Payment) 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 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. To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain a taxpayer
identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits article, if applicable.
In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders that are entities rather than individuals.
The availability of a lower rate of withholding under an applicable income tax treaty will depend on whether such rate applies to the
characterization of the payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal
withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for
refund with the IRS.
Except as discussed below, a Non-U.S. Holder generally
will not be subject to U.S. federal income or withholding tax for amounts paid in respect of the Notes (not including, for the avoidance
of doubt, amounts representing any Contingent Coupon Payment which would be subject to the rules discussed in the previous paragraph)
upon the sale, exchange, or redemption of the Notes or their settlement at maturity, provided that the Non-U.S. Holder complies with applicable
certification requirements and that the payment is not effectively connected with the conduct by the Non-U.S. Holder of a U.S. trade or
business. Notwithstanding the foregoing, gain from the sale, exchange, or redemption of the Notes or their settlement at maturity may
be subject to U.S. federal income tax if that Non-U.S. Holder is a non-resident alien individual and is present in the U.S. for 183 days
or more during the taxable year of the sale, exchange, redemption, or settlement and certain other conditions are satisfied.
If a Non-U.S. Holder of the Notes is engaged in the conduct
of a trade or business within the U.S. and if any Contingent Coupon Payment and gain realized on the settlement at maturity, or upon sale,
exchange, or redemption of the Notes, is effectively connected with the conduct of such trade or business (and, if certain tax treaties
apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.), the Non-U.S. Holder, although exempt
from U.S. federal withholding tax, generally will be subject to U.S. federal income tax on such Contingent Coupon Payment and gain on
a net income basis in the same manner as if it were a U.S. Holder. Such Non-U.S. Holders should read the material under the heading “—U.S.
Holders,” for a description of the U.S. federal income tax consequences of acquiring, owning, and disposing of the Notes. In addition,
if such Non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% (or such lower rate provided
by any applicable tax treaty) of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct
of a trade or business in the U.S., subject to certain adjustments.
A “dividend equivalent” payment is treated
as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid
to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”)
that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying
security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment
with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding on dividend equivalent
payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Based on our
determination that the Notes are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent
payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income
tax purposes upon the occurrence of certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could
be treated as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions
in respect of the Underlyings or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding
tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding,
we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect
to amounts so withheld.
As discussed above, alternative characterizations of
the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification
of the law, by regulation or otherwise, cause payments as to the Notes to become subject to withholding tax in addition to the withholding
tax described above, tax will be withheld at the applicable statutory rate. Prospective Non-U.S. Holders should consult their own tax
advisors regarding the tax consequences of such alternative characterizations.
U.S. Federal Estate Tax. Under current law, while
the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’
gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or
powers), should note that, absent an applicable treaty benefit, a Note is likely to be treated as U.S. situs property, subject to U.S.
federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences
of investing in a Note.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-34 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Backup Withholding and Information Reporting
Please see the discussion under “U.S. Federal Income
Tax Considerations — General — Backup Withholding and Information Reporting” in the accompanying prospectus for a description
of the applicability of the backup withholding and information reporting rules to payments made on the Notes.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-35 | |
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the Common Stock of Super Micro Computer, Inc., the Russell 2000® Index and the SPDR® S&P Biotech ETF
Where You Can Find More Information
The terms and risks of the Notes are contained in this
pricing supplement and in the following related product supplement, prospectus supplement and prospectus, which can be accessed at the
following links:
This pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus have been filed as part of a registration statement with the SEC, which may, without
cost, be accessed on the SEC website at www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you invest, you should read
this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for information about us, BAC and
this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by this
pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. Certain terms used but not defined in
this pricing supplement have the meanings set forth in the accompanying product supplement or prospectus supplement. Unless otherwise
indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,”
or similar references are to BofA Finance, and not to BAC.
The Notes are our senior debt securities. Any payments
on the Notes are fully and unconditionally guaranteed by BAC. The Notes and the related guarantee are not insured by the Federal Deposit
Insurance Corporation or secured by collateral. The Notes will rank equally in right of payment with all of our other unsecured and unsubordinated
obligations, except obligations that are subject to any priorities or preferences by law. The related guarantee will rank equally in right
of payment with all of BAC’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities
or preferences by law, and senior to its subordinated obligations. Any payments due on the Notes, including any repayment of the principal
amount, will be subject to the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor.
![](https://www.sec.gov/Archives/edgar/data/1682472/000101376224000761/image_003.jpg) | CONTINGENT INCOME BUFFERED AUTO-CALLABLE YIELD NOTES | PS-36 | |
Exhibit 107.1
The prospectus to which this Exhibit is attached is a final prospectus for
the related offering. The maximum aggregate offering price for such offering is $950,000.00.
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