Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 31 2023 - 2:57PM
Edgar (US Regulatory)
Terms of the Notes
The Auto-Callable Notes Linked to the Least Performing
of the Dow Jones Industrial Average®, the Nasdaq-100® Index and the Russell 2000® Index (the
“Notes”) will be automatically called at an amount equal to the applicable Call Amount if the Observation Value of each Underlying
on any Observation Date is greater than or equal to its Call Value. If your Notes are not called prior to maturity, if
the Ending Value of each Underlying is greater than or equal to its Redemption Barrier, at maturity, you will receive
$1,450.00 per $1,000 in principal amount of your Notes. However, 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, there is full exposure to declines in the Least Performing
Underlying, and you will lose a significant portion or all of your investment in the Notes. Otherwise, at maturity you will receive the
principal amount.
| Issuer: |
BofA Finance LLC (“BofA Finance”) |
| Guarantor: |
Bank of America Corporation (“BAC”) |
| Term: |
Approximately 3 years, unless previously automatically called. |
| Underlyings: |
The Dow Jones Industrial Average® (Bloomberg symbol: “INDU”), the Nasdaq-100® Index (Bloomberg symbol: “NDX”) and the Russell 2000® Index (Bloomberg symbol: “RTY”). |
| Pricing and Issue Dates*: |
June 30, 2023 and July 6, 2023, respectively. |
| Observation Dates†*: |
Quarterly, beginning on July 2, 2024. Please see the Preliminary Pricing Supplement for further details. |
| Call Value: |
For each Underlying, 100% of its Starting Value. |
| Threshold Value: |
For each Underlying, 70% of its Starting Value. |
| Redemption Barrier: |
For each Underlying, 100% of its Starting Value. |
| Call Amounts*: |
The Call Amount for each Observation Date will be a cash payment per $1,000 in principal amount equal to $1,000 + 15.00% of the principal amount per annum. Please see the Preliminary Pricing Supplement for further details. |
| Automatic Call: |
All (but not less than all) of the Notes will be automatically called at an amount equal to the applicable Call Amount if the Observation Value of each Underlying is greater than or equal to its Call Value on any Observation Date. If the Notes are automatically called, the applicable Call Amount will be paid on the applicable Call Settlement Date. |
| Initial Estimated Value Range: |
$930.00-$980.00 per Note. |
| Underwriting Discount*: |
$8.75 (0.875% of the public offering price) per Note. |
| CUSIP: |
09709VYT7 |
| Preliminary Pricing Supplement: |
https://www.sec.gov/Archives/edgar/data/70858/000148105723003755/form424b2.htm |
|
* Subject
to change prior to the Pricing Date.
† Subject
to adjustment. Please see the Preliminary Pricing Supplement for further details. |
Redemption Amount Determination
(assuming the Notes have not been automatically called)
Hypothetical Returns at Maturity
Underlying Return of the
Least Performing Underlying |
Redemption
Amount per Note |
Return
on the Notes(1) |
| 60.00% |
$1,450.00 |
45.00% |
| 50.00% |
$1,450.00 |
45.00% |
| 40.00% |
$1,450.00 |
45.00% |
| 30.00% |
$1,450.00 |
45.00% |
| 20.00% |
$1,450.00 |
45.00% |
| 10.00% |
$1,450.00 |
45.00% |
| 5.00% |
$1,450.00 |
45.00% |
| 2.00% |
$1,450.00 |
45.00% |
| 0.00% |
$1,450.00 |
45.00% |
| -0.01% |
$1,000.00 |
0.00% |
| -10.00% |
$1,000.00 |
0.00% |
| -20.00% |
$1,000.00 |
0.00% |
| -30.00% |
$1,000.00 |
0.00% |
| -30.01% |
$699.90 |
-30.01% |
| -50.00% |
$500.00 |
-50.00% |
| -100.00% |
$0.00 |
-100.00% |
|
(1)
The “Return on the Notes” is calculated based on the Redemption
Amount.
(2)
This is the Underlying Return which corresponds to the Threshold Value
of the Least Performing Underlying.
|
Risk Factors
| · | Your investment may result in a loss; there is no guaranteed return of principal. |
| · | Any positive investment return on the Notes is limited. |
| · | The Notes do not bear interest. |
| · | The Call Amount or Redemption Amount, as applicable, will not reflect changes in the levels of the Underlyings
other than on the Observation Dates or the Valuation Date, as applicable. |
| · | Because the Notes are linked to the least performing (and not the average performance) of the Underlyings,
you may not receive any return on the Notes and may lose a significant portion or all of your investment in the Notes even if the Observation
Value or Ending Value of one Underlying is always greater than or equal to its Call Value, Redemption Barrier or Threshold Value, as applicable. |
| · | The Notes are subject to a potential Automatic Call, which would limit your ability to receive further
payment on the Notes. |
| · | Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity.
|
| · | Any payment on the Notes is subject to the credit risk of BofA Finance and the Guarantor, and any actual
or perceived changes in BofA Finance’s or the Guarantor’s creditworthiness are expected to affect the value of the Notes.
|
| · | The public offering price you pay for the Notes will exceed their initial estimated value. |
| · | We cannot assure you that a trading market for your Notes will ever develop or be maintained. |
| · | The Notes are subject to risks associated with small-size capitalization companies. |
| · | The Notes are subject to risks associated with foreign securities markets. |
You may revoke your offer to purchase the Notes at any time
prior to the time at which we accept such offer on the date the Notes are priced. We reserve the right to change the terms of, or reject
any offer to purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and
you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we
may reject your offer to purchase.
Please see the Preliminary Pricing Supplement for complete product
disclosure, including related risks and tax disclosure.
This fact sheet is a summary of the terms of the Notes and
factors that you should consider before deciding to invest in the Notes. BofA Finance has filed a registration statement (including preliminary
pricing supplement, product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission, or SEC, for
the offering to which this fact sheet relates. Before you invest, you should read this fact sheet together with the Preliminary Pricing
Supplement dated May 31, 2023, Product Supplement EQUITY-1 dated December 30, 2022 and Prospectus Supplement and Prospectus dated December
30, 2022 to understand fully the terms of the Notes and other considerations that are important in making a decision about investing in
the Notes. If the terms described in the applicable Preliminary Pricing Supplement are inconsistent with those described herein, the terms
described in the applicable Preliminary Pricing Supplement will control. You may get these documents without cost by visiting EDGAR on
the SEC Web site at sec.gov or by clicking on the hyperlinks to each of the respective documents incorporated by reference in the Preliminary
Pricing Supplement. Alternatively, BofA Finance, any agent or any dealer participating in this offering will arrange to send you the Preliminary
Pricing Supplement, Product Supplement EQUITY-1 and Prospectus Supplement and Prospectus if you so request by calling toll-free at 1-800-294-1322.
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