Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 13 2023 - 3:02PM
Edgar (US Regulatory)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/13/0001481057-23-004135_image_001-bac.jpg)
Terms of the Notes
The Contingent Income Auto-Callable Yield Notes Linked
to the common stock of Dow Inc. (the “Notes”) provide a quarterly Contingent Coupon Payment of at least $30.00 on the applicable
Contingent Payment Date if, on any quarterly Observation Date, the Observation Value of the Underlying Stock is greater than or equal
to its Coupon Barrier. The coupon per $1,000 in principal amount of Notes payable on the related Contingent Payment Date will equal (i)
the product of at least $30.00 times the number of Contingent Payment Dates that have occurred up to the relevant Contingent Payment Date
(inclusive of the relevant Contingent Payment Date) minus (ii) the sum of all Contingent Coupon Payments previously paid. The actual contingent
coupon rate will be determined on the pricing date. Beginning in December 2023, if the Observation Value of the Underlying Stock is greater
than or equal to 100% of its Starting Value on any applicable quarterly Observation Date (other than the final Observation Date), the
Notes will be automatically called, in whole but not in part, at an amount equal to 100% of the principal amount, together with the relevant
Contingent Coupon Payment. No further amounts will be payable following an Automatic Call. If the Notes are not automatically called,
at maturity you will receive the Redemption Amount, calculated as described under “Redemption Amount Determination”.
Issuer: |
BofA Finance LLC (“BofA Finance”) |
Guarantor: |
Bank of America Corporation (“BAC”) |
Term: |
Approximately 2 years, unless previously automatically called. |
Underlying Stocks: |
The common stock of Dow Inc. (New York Stock Exchange (“NYSE”) symbol: “DOW”). |
Pricing and Issue Dates*: |
June 16, 2023 and June 22, 2023, respectively. |
Observation Dates†*: |
Quarterly. Please see the Preliminary Pricing Supplement for further details. |
Coupon Barrier: |
65% of the Starting Value. |
Threshold Value: |
65% of the Starting Value. |
Call Value: |
100% of the Starting Value. |
Contingent Coupon Payment*: |
If, on any quarterly Observation Date, the Observation Value of the Underlying Stock is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of at least $30.00 per $1,000 in principal amount of Notes (equal to a rate of at least 3.00% per quarter or at least 12.00% per annum) on the applicable Contingent Payment Date (including the Maturity Date). The coupon per $1,000 in principal amount of Notes payable on the related Contingent Payment Date will equal (i) the product of at least $30.00 times the number of Contingent Payment Dates that have occurred up to the relevant Contingent Payment Date (inclusive of the relevant Contingent Payment Date) minus (ii) the sum of all Contingent Coupon Payments previously paid. The actual contingent coupon rate will be determined on the pricing date. |
Automatic Call: |
Beginning in December 2023, all (but not less than all) of the Notes will be automatically called if the Observation Value of the Underlying Stock is greater than or equal to its Call Value on any Observation Date (other than the final Observation Date). If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Contingent Payment Date. No further amounts will be payable following an Automatic Call. |
Early Redemption Amount: |
For each $1,000 principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment. |
Initial Estimated Value Range: |
$920.00 - $970.00 per $1,000 in principal amount of Notes. |
Underwriting Discount:* |
$17.50 (1.75% of the public offering price) per Note. |
CUSIP: |
09711A4E5. |
Preliminary Pricing Supplement: |
https://www.sec.gov/Archives/edgar/data/70858/000148105723004125/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)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/13/0001481057-23-004135_image_002-bac.jpg)
Hypothetical Returns at Maturity
Underlying Stock Return of the Underlying Stock |
Redemption
Amount per Note |
Return
on the Notes(1) |
60.00% |
$1,030.00(2) |
3.00% |
50.00% |
$1,030.00 |
3.00% |
40.00% |
$1,030.00 |
3.00% |
30.00% |
$1,030.00 |
3.00% |
20.00% |
$1,030.00 |
3.00% |
10.00% |
$1,030.00 |
3.00% |
5.00% |
$1,030.00 |
3.00% |
2.00% |
$1,030.00 |
3.00% |
0.00% |
$1,030.00 |
3.00% |
-10.00% |
$1,030.00 |
3.00% |
-20.00% |
$1,030.00 |
3.00% |
-30.00% |
$1,030.00 |
3.00% |
-35.00%(3) |
$1,030.00 |
3.00% |
-35.01% |
$649.90 |
-35.01% |
-50.00% |
$500.00 |
-50.00% |
-100.00% |
$0.000 |
-100.00% |
(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, and assumes
that the relevant Contingent Coupon Payment has been made on each prior Contingent Payment Date.
(2)
This amount represents the sum of the principal amount and the final
Contingent Coupon Payment (assuming that each prior quarterly Contingent Coupon Payment has been made on the related Contingent Payment
Date).
(3)
This is the Underlying Stock Return which corresponds to the Coupon Barrier
and the Threshold Value of the Underlying Stock. |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/13/0001481057-23-004135_image_001-bac.jpg)
Risk Factors
| · | Your investment may result in a loss; there is no guaranteed return of principal. |
| · | Your return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any,
over the term of the Notes. |
| · | The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will not
reflect changes in the price of the Underlying Stock other than on the Observation Dates. |
| · | 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. |
| · | You may not receive any Contingent Coupon Payments and the Notes do not provide for any regular fixed
coupon payments. |
| · | Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity.
|
| · | 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 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 terms of the Notes will not be adjusted for all corporate events that could affect the issuer of
the Underlying Stock. |
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 June 13, 2023, Product Supplement STOCK-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 STOCK-1 and Prospectus Supplement and Prospectus if you so request by calling toll-free at 1-800-294-1322.
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