|
Pricing Supplement
(To Prospectus dated December 30, 2022
and Series P Prospectus Supplement dated December 30, 2022)
July 17, 2024 |
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-268718
|
$45,000,000
Capped Floating Rate Notes Linked to Compounded SOFR, due July 19,
2034
| · | The notes are senior unsecured debt securities issued by Bank of America
Corporation (“BAC”). All payments and the return of the principal amount on the notes are subject to our credit risk. |
| · | The CUSIP number for the notes is 06055JFE4. |
| · | The notes priced on July 17, 2024. |
| · | The notes will mature on July 19, 2034. At maturity, you will receive a
cash payment equal to 100% of the principal amount of your notes, plus any accrued and unpaid interest. |
| · | Interest will be paid on January 19, April 19, July 19 and October 19,
of each year, beginning on October 19, 2024, and with the final interest payment occurring on the maturity date. |
| · | From, and including, the issue date to, but excluding, the maturity date,
the notes will bear interest at a floating rate equal to Compounded SOFR plus 1.54%. The floating interest rate will not
be less than 0.10% per annum or greater than 6.75% per annum. |
| · | We will not have the option to redeem the notes prior to maturity. |
| · | The notes are issued in minimum denominations of $1,000
and whole multiples of $1,000. |
| · | The notes will not be listed on any securities exchange. |
The notes:
| Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
| |
Per Note |
|
Total |
| Public Offering Price(1) |
100.00% |
|
$45,000,000.00 |
| Underwriting Discount(1)(2) |
0.50% |
|
$ 225,000.00 |
| Proceeds (before expenses) to BAC |
99.50% |
|
$44,775,000.00 |
(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 price to public for investors purchasing
the notes in these accounts may be as low as $995.00 (99.50%) per $1,000 in principal amount of the notes. See “Supplemental Plan
of Distribution—Conflicts of Interest” in this pricing supplement.
(2) We or one of our affiliates may pay varying selling
concessions of up to 0.50% in connection with the distribution of the notes to other registered broker dealers.
The notes are unsecured and are not savings accounts, deposits,
or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal
Deposit Insurance Corporation (the “FDIC”) or any other governmental agency, and involve investment risks. Potential purchasers
of the notes should consider the information in “Risk Factors” beginning on page PS-6 of this pricing supplement, page S-6
of the attached prospectus supplement, and page 7 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities
commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing
supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form
only through The Depository Trust Company on July 19, 2024 against payment in immediately available funds.
Series
P MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022
BofA Securities
EXPLANATORY
NOTES
Capitalized
or other defined terms used, but not defined, in this pricing supplement have the respective meanings as are given to them in the accompanying
prospectus supplement or the accompanying prospectus, as applicable. Capitalized or other defined terms used and defined in this pricing
supplement are sometimes defined after their first use without a reference such as “as defined in this pricing supplement.”
Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to “we,” “us,”
“our,” or similar references are to Bank of America Corporation.
The
above referenced prospectus and prospectus supplement may be accessed at the link set forth at the bottom of the cover page of this pricing
supplement.
SUMMARY OF TERMS
The Capped Floating Rate Notes Linked to Compounded
SOFR, due July 19, 2034 (the “notes”) are our senior debt securities. The notes are not insured by the FDIC or secured by
collateral. The notes will rank equally with all of our other unsecured and unsubordinated obligations from time to time outstanding,
except obligations that are subject to any priorities or preferences by law. Any payments due on the notes, including any interest payments
or repayment of the principal amount, will be subject to the credit risk of BAC.
You should read carefully this entire pricing
supplement, and the applicable information in, and incorporated by reference into, the accompanying prospectus supplement and prospectus,
as applicable, to understand fully the terms of the notes, as well as the tax and other considerations important to you in making a decision
about whether to invest in the notes. In particular, you should review carefully the section in this pricing supplement entitled “Risk
Factors,” which highlights a number of risks of an investment in the notes, to determine whether an investment in the notes is appropriate
for you. Information in this pricing supplement that is inconsistent with information in the accompanying prospectus supplement or prospectus
will supersede such information in those documents. You are urged to consult with your own attorneys and business and tax advisors before
making a decision to purchase any of the notes.
The information in this “Summary”
section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the accompanying
prospectus supplement and prospectus. We have not authorized anyone to provide any information other than that contained or incorporated
by reference in this pricing supplement and the accompanying prospectus supplement and prospectus. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may provide. None of us or any selling agent is making
an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
in this pricing supplement and the accompanying prospectus supplement and prospectus is accurate as of any date other than the date on
the front of this pricing supplement or the accompanying prospectus supplement or prospectus, as applicable.
| • |
Title of the Series: |
|
Capped Floating Rate Notes Linked to Compounded SOFR, due July 19, 2034 |
| • |
Issuer: |
|
Bank of America Corporation (“BAC”) |
| • |
Issue Price: |
|
100% |
| • |
Aggregate
Principal Amount Initially Being Issued: |
|
$45,000,000 |
| • |
Pricing Date: |
|
July 17, 2024 |
| • |
Issue Date: |
|
July 19, 2024 |
| • |
Maturity Date: |
|
July 19, 2034 |
| • |
Minimum Denominations: |
|
$1,000 and multiples of $1,000 in excess of $1,000 |
| • |
Ranking: |
|
Senior, unsecured |
| • |
Day Count Convention: |
|
30/360 |
| • |
Interest Periods: |
|
Each quarterly period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the issue date) to, but excluding, the next Interest Payment Date |
| |
|
(or, in the case of the final Interest Period, the maturity date). |
| • |
Interest Payment Dates: |
|
January 19, April 19, July 19 and October 19, of each year, beginning on October 19, 2024, and with the final Interest Payment Date occurring on the maturity date. |
| • |
Interest Determinations: |
|
The calculation agent will determine compounded SOFR, the interest rate and accrued interest for each Interest Period in arrears as soon as reasonably practicable on or after the last day of the applicable Rate Cut-Off Date, and in any event on or prior to the business day immediately preceding the relevant Interest Payment Date. |
| · |
Interest Rates: |
|
From, and including, the issue date to, but excluding, the maturity date,
the notes will bear interest at a floating rate per annum equal to the Base Rate plus 1.54% payable quarterly in arrears for each
quarterly Interest Period. The rate of interest payable on the notes will not be less than 0.10% per annum or greater than 6.75% per annum.
The notes will be “Compounded SOFR notes” as such term is defined in the accompanying prospectus supplement.
|
| · |
Base Rate: |
|
Compounded SOFR, which is a compounded average of daily SOFR (the Secured
Overnight Financing Rate) as determined for each quarterly Interest Period in accordance with the Rate Cut-Off Convention as set forth
under “Description of the Notes—Floating-Rate Notes—Compounded SOFR Notes—Observation Period Convention, SOFR
Index Convention, and Rate Cut-off Convention—Rate Cut-Off Convention” in the accompanying prospectus supplement.
|
| · |
Compounded SOFR Convention: |
|
Rate Cut-Off Convention. See “Description of the Notes—Floating-Rate
Notes—Compounded SOFR Notes—Observation Period Convention, SOFR Index Convention, and Rate Cut-off Convention— Rate
Cut-Off Convention” in the accompanying prospectus supplement.
|
| · |
Rate Cut-Off Date: |
|
With respect to each Interest Period, the fifth U.S. government securities
business day prior to the scheduled Interest Payment Date for such Interest Period.
For purposes of calculating Compounded SOFR with respect to each Interest
Period, the level of SOFR for each U.S. government securities business day in the period from, and including, the Rate Cut-Off Date for
such Interest Period to, but excluding, the scheduled Interest Payment Date for such Interest Period will be the level of SOFR in respect
of such Rate Cut-Off Date. |
| • |
Calculation Agent: |
|
Merrill Lynch Capital Services, Inc. |
| • |
Business Day Convention: |
|
Modified following business day convention (adjusted). |
| • |
Business Days: |
|
New York/Charlotte and U.S. government securities business day. |
| • |
Redemption at Our Option: |
|
None |
| • |
Repayment at Option of Holder: |
|
None |
| • |
Record Dates for Interest Payments: |
|
For book-entry only notes, one business day in New York, New York and Charlotte, North Carolina prior to the applicable scheduled Interest Payment Date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such scheduled Interest Payment Date, whether or not such record date is a business day. |
| • |
Listing: |
|
None |
RISK FACTORS
Your investment in the notes entails significant
risks, many of which differ from those of a conventional 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.
Structure-related Risks
The notes will pay interest at a floating
rate that may be as low as 0.10% per annum on one or more scheduled Interest Payment Dates. The rate at which the notes will bear
interest during each quarterly Interest Period will depend on the Base Rate. As a result, the interest payable on the notes will vary
with fluctuations in the Base Rate, subject to the minimum interest rate of 0.10% per annum and a maximum interest rate of 6.75% per annum.
It is impossible to predict whether the Base Rate will rise or fall, or the amount of interest payable on the notes. You may receive minimal
interest for extended periods of time or even throughout the remaining term of the notes. The interest rate that will apply at any time
on the notes may be more or less than other prevailing market interest rates at such time. As a result, the amount of interest you receive
on the notes may be less than the return you could earn on other investments.
Your return is limited by the cap on the
interest rate. The interest rate applicable to any quarterly Interest Period will be variable but will not be greater than 6.75% per
annum. Accordingly, your return on the notes may not reflect the full extent of the performance of Base Rate.
Payments on the notes are subject to our
credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are
our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon
our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition will
be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become
due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings
agencies of our ability to pay our obligations, including our obligations under the notes. Consequently, our perceived creditworthiness
and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes may
adversely affect the market value of the notes. However, because your return on the notes generally depends upon factors in addition to
our ability to pay our obligations, such as the difference between the interest rates accruing on the notes and current market interest
rates, an improvement in our credit ratings will not reduce the other investment risks related to the notes.
Valuation- and Market-related Risks
We cannot assure you that a trading market
for the 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.
The development of a trading market for the
notes will depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market
may be limited. We anticipate that BofAS will act as a market-maker for the notes, but neither BofAS nor any of our other affiliates is
required to do so. BofAS may discontinue its market-making activities as to the notes at any time. To the extent that BofAS engages in
any market-making activities, it may bid for or offer the notes. Any price at which BofAS may bid for, offer, purchase, or sell any notes
may differ from the values determined by pricing models
that it may use, whether as a result of dealer
discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which
the notes might otherwise trade in the market.
In addition, if at any time BofAS were to cease
acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market and there
may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower than
if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will impact
the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that may
either offset or magnify each other, including:
| · | the time remaining to maturity of the notes; |
| · | the aggregate amount outstanding of the notes; |
| · | the level, direction, and volatility of market interest rates generally
(in particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease); |
| · | general economic conditions of the capital markets in the United States; |
| · | geopolitical conditions and other financial, political, regulatory, and
judicial events that affect the capital markets generally; |
| · | our financial condition and creditworthiness; and |
| · | any market-making activities with respect to the notes. |
Conflict-related Risks
Our trading and hedging activities may create
conflicts of interest with you. We or one or more of our broker-dealer affiliates, including BofAS, may engage in trading activities
related to the notes that are not for your account or on your behalf. We also expect to enter into arrangements to hedge the market risks
associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements
for the notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates.
This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially
expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict
of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating
transactions, including block trades, for our other customers, and in accounts under our management. These trading and hedging activities
could influence secondary training in the notes or otherwise could be adverse to your interests as a holder of 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, Merrill Lynch Capital Services, Inc., will be the calculation agent for the notes and, as such, will determine the
amount of interest to be paid on the notes. Under some circumstances, these duties could result in a conflict of interest between Merrill
Lynch Capital Services, Inc.’s status as our affiliate and its responsibilities as calculation agent. For example, if a Benchmark
Transition Event and related Benchmark Replacement Date are determined to have occurred with respect to the Base Rate, we or the calculation
agent (after consulting with us) will determine the Benchmark Replacement and the Benchmark Replacement Adjustment and will make Benchmark
Replacement Conforming Changes with respect to, among other things, the determination of Interest Periods, the timing and frequency of
determining rates and making payments of interest and other administrative matters, in connection with the applicable Benchmark Replacement
as set forth under “Description of the Notes— Floating-Rate Notes— Effect of a Benchmark Transition Event and Related
Benchmark
Replacement Date with Respect to SOFR”
of the accompanying prospectus supplement. Certain determinations, decisions and elections with respect to the Benchmark Replacement will,
or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes may, require the
exercise of discretion and the making of subjective judgments by us or the calculation agent (after consulting with us). Any determination,
decision or election made by us or the calculation agent pursuant to the applicable provisions set forth under “Description of the
Notes— Floating-Rate Notes— Effect of a Benchmark Transition Event and Related Benchmark Replacement Date with Respect to
SOFR” of the accompanying prospectus supplement will, if made by us, be made in our sole discretion and, if made by the calculation
agent, be made after consultation with us and, in each case, will become effective without consent from the holders of the notes or any
other party. In making these potentially subjective determinations, the Issuer or its designee may have economic interests that are adverse
to your interests as holder of the notes, and none of us or any of our affiliates will have any obligation to consider your interests
as a holder of the notes in taking any action or making any determination, which may adversely affect the return on, value of and market
for the notes.
The calculation agent will be required to carry
out its duties in good faith and use its reasonable judgment. However, because we will control the calculation agent, potential conflicts
of interest could arise. None of us or any of our affiliates will have any obligation to consider your interests as a holder of the notes
in taking any action that might affect the value of the notes.
U.S. FEDERAL
INCOME TAX SUMMARY
The following summary of the material U.S.
federal income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley Austin
LLP, our tax counsel. The following discussion 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 Internal Revenue Service (“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.
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. This discussion
does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes that the issue
price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
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.
U.S. Holders
Your notes will be treated as “variable
rate debt instruments” for U.S. federal income tax purposes, and the balance of this discussion assumes that this characterization
is proper and will be respected. Under this characterization, interest on a note generally will be included in the income of a U.S. Holder
as ordinary income at the time it is accrued or is received in accordance with the U.S. Holder’s regular method of accounting for
U.S. federal income tax purposes. Please see the discussion in the prospectus under the section entitled “U.S. Federal Income Tax
Considerations—General—Consequences to U.S. Holders— Variable Rate Debt Securities” for a discussion of these
rules. Upon the sale, exchange, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, retirement, or other disposition (less an amount equal to any accrued interest not
previously included in income if the note is disposed of between Interest Payment Dates, which will be included in income as interest
income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted
tax basis in a note generally will be the cost of the note to such U.S. Holder. Any gain or loss realized on the sale, exchange, retirement,
or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if the note has been
held for more than one year. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.
Non-U.S. Holders
Please see the discussion under “U.S.
Federal Income Tax Considerations—General—Consequences to Non-U.S. Holders” in the accompanying prospectus for the material
U.S. federal income tax consequences that will apply to Non-U.S. Holders of the notes.
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.
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.
SUPPLEMENTAL
PLAN OF DISTRIBUTION—conflicts of interest
Our broker-dealer subsidiary, BofAS, will act
as our selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described
in “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-51 of the accompanying prospectus supplement.
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.
The selling agent will receive the compensation
set forth on the cover page of this pricing supplement as to the notes sold through its efforts. We or one of our affiliates may pay varying
selling concessions of up to 0.50% in connection with the distribution of the notes to other registered broker-dealers. 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 price to public for investors purchasing the notes in these accounts may be as low as $995.00 per $1,000 in principal amount of the
notes.
If all of the offered notes are not sold on
the pricing date at the public offering price, then the selling agent and/or dealers may offer the notes for sale in one or more transactions
at an offering price that may be at a premium to the public offering price. These sales may occur at market prices prevailing at the time
of sale, at prices related to market prices or at negotiated prices.
The selling agent is a member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the requirements of
FINRA Rule 5121.
The selling agent is not acting as your fiduciary
or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the selling agent in connection
with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding
the notes after consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement
with BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover of this
pricing supplement, less the indicated underwriting discount, if any.
BofAS may 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.
BofAS and any of our other broker-dealer affiliates
may use this pricing supplement, and the accompanying 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. Our affiliates may act as principal or agent in these transactions, and any such sales will be made at prices related to
prevailing market prices at the time of the sale.
European Economic Area and United Kingdom
None of this pricing 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 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 prospectus and the accompanying prospectus supplement may only do so with respect to Qualified
Investors. BAC has not 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 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 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 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 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 BAC.
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.
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 $45,000,000.00.
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