This pricing supplement, which is not complete and may be changed,
relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying prospectus
supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.
(1) Certain dealers who purchase the notes for sale to certain fee-based
advisory accounts and/or eligible institutional investors may forgo some or all of their selling concessions, fees or commissions. The
price to public for investors purchasing the notes in these accounts and/or for an eligible institutional investor may be as low as $999.80
(99.98%) 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 0.02% in connection with the distribution of the notes to other registered broker dealers.
We will deliver the notes in book-entry form only through
The Depository Trust Company on or about February , 2023 against payment in immediately available funds.
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.
Risks Related to the 1Y SOFR Swap Rate
If the 1Y SOFR Swap Rate does not appear on the
Designated SOFR Swap Rate Page at the specified time, and a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date
have not occurred, the applicable rate will be determined by the calculation agent (which is one of our affiliates) using alternative
methods, which will involve the exercise of discretion by the calculation agent. If the 1Y SOFR Swap Rate does not appear on the Designated
SOFR Swap Rate Page at the specified time on an applicable interest determination date (for example, as a result of insufficient liquidity
in the underlying applicable SOFR swap contracts market) and a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement
Date have not occurred with respect to the 1Y SOFR Swap Rate, the calculation agent will determine the 1Y SOFR Swap Rate for such applicable
interest determination date in its sole discretion, after consulting such sources as it deems comparable to the Designated SOFR Swap Rate
Page or to the sources from which the administrator of such rate obtains the swap rate input data used by the administrator to calculate
such rate, or any other source or data it determines to be reasonable (including, if applicable, the 1Y SOFR Swap Rate that was most recently
published by the administrator of such rate) for the purpose of estimating such rate. This method of determining the 1Y SOFR Swap Rate
may result in interest payments on the notes that are higher than, lower than or that do not otherwise correlate over time with the interest
payments that would have been made on the notes if the 1Y SOFR Swap Rate had been published in accordance with IBA’s (or any successor
administrator’s) usual policies and procedures governing determination and publication of the such rate and appeared on the Designated
SOFR Swap Rate Page at the specified time. In addition, in determining the 1Y SOFR Swap Rate in this manner, the calculation agent, will
have no obligation to consider your interests as an investor in the notes and may have economic interests that are adverse to your interests.
If a SOFR Swap Rate Transition Event and related
SOFR Swap Rate Replacement Date are determined to have occurred with respect to the 1Y SOFR Swap Rate, the SOFR Swap Rate Replacement
may not be a suitable replacement for such rate. If we or the calculation agent (after consulting with us) determines that a SOFR
Swap Rate Transition Event and related SOFR Swap Rate Replacement Date have occurred with respect to the 1Y SOFR Swap Rate, then the applicable
SOFR Swap Rate Replacement will replace the 1Y SOFR Swap Rate for all purposes relating to the notes in respect of such determination
on such date and all determinations on all subsequent dates, as described under “Additional Terms of the Notes —Interest—Determination
of U.S. Dollar SOFR ICE Swap Rate®” in this pricing supplement. The SOFR Swap Rate Replacement will be the alternate
interest rate that has been selected by us or the calculation agent (after consulting with us) as an industry-accepted replacement for
the 1Y SOFR Swap Rate for U.S. dollar-denominated floating-rate notes at such time, plus the applicable SOFR Swap Rate Replacement Adjustment
(if any). If we or the calculation agent (after consulting with us) determines that there is no such replacement rate as of any applicable
date of determination, then the 1Y SOFR Swap Rate will be determined by us or the calculation agent (after consulting with us), after
consulting such sources as it deems comparable to the Designated SOFR Swap Rate Page or to the sources from which the administrator of
such rate obtains the swap rate input data used by the administrator to calculate such rate, or any other source or data it determines
to be reasonable (including, if applicable, the 1Y SOFR Swap Rate that was most recently published by the administrator of such rate)
for the purpose of estimating such rate. After determination of the SOFR Swap Rate Replacement, interest on the notes no longer will be
determined by reference to the applicable
1Y SOFR Swap Rate, but instead will be determined by reference to the applicable
SOFR Swap Rate Replacement.
There is no assurance that any SOFR Swap Rate Replacement
will be similar to the 1Y SOFR Swap Rate in any respect as it is determined and published by IBA as of the date of this pricing supplement,
or that any SOFR Swap Rate Replacement will produce the economic equivalent of the 1Y SOFR Swap Rate as a reference rate for determining
the interest rate on the notes or otherwise be a suitable replacement or successor for such rate. In addition, it is possible that, at
the time of the occurrence of a SOFR Swap Rate Replacement Event and related SOFR Swap Rate Replacement Date, no industry-accepted interest
rate as a replacement for the 1Y SOFR Swap Rate will exist and there may be disagreement regarding the selection of a replacement rate
for the 1Y SOFR Swap Rate. Notwithstanding the foregoing, the determination of the SOFR Swap Rate Replacement will become effective without
your consent or the consent of any other party. Use of the SOFR Swap Rate Replacement may result in interest payments on the notes that
are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on such
notes in the absence of a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date.
In addition, although the applicable swap rate
transition provisions set forth in this pricing supplement under set forth under “Additional Terms of the Notes —Interest—Determination
of U.S. Dollar SOFR ICE Swap Rate®” provide for a SOFR Swap Rate Replacement Adjustment to be added to the Unadjusted
SOFR Swap Rate Replacement, such SOFR Swap Rate Replacement Adjustment may be zero or negative, and there is no guarantee that the SOFR
Swap Rate Replacement Adjustment (if any) will make the Unadjusted SOFR Swap Rate Replacement equivalent to the 1Y SOFR Swap Rate as it
is calculated and published by IBA as of the date of this pricing supplement.
Structure-related Risks
After the first four months, the notes will
pay interest at a floating rate that may be as low as 0.00% per annum on one or more interest payment dates. The rate at which the
notes will bear interest during each monthly interest period after the first four months will depend on the 1Y SOFR Swap Rate. As a result,
the interest payable on the notes will vary with fluctuations in the 1Y SOFR Swap Rate, subject to the minimum interest rate of 0.00%
per annum. It is impossible to predict whether the 1Y SOFR Swap Rate will rise or fall, or the amount of interest payable on the notes.
After the first four months, you may receive minimal or no 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 after the first four months of their term 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.
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
The public offering price you pay for the
notes will exceed their initial estimated value. The initial estimated value of the notes that is provided in this preliminary pricing
supplement, and that will be provided in the final pricing supplement, are each an estimate only, determined as of a particular point
in time by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables,
including our credit spreads, our internal funding rate, mid-market terms on hedging transactions, expectations on interest rates 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.
The initial estimated value does not represent
a minimum or maximum price at which we, BofAS or any of our 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 the date of this pricing supplement will vary based on many factors
that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions.
The quoted price of any of our affiliates for
the notes could be higher or lower than the price that you paid for them.
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 level of market interest rates, our internal funding rate, and the inclusion in the public offering price of the
underwriting discount and the hedging related charges, all as further described in "Structuring the Notes" on page PS-19. 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.
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 SOFR Swap
Rate Transition Event and related SOFR Swap Rate Replacement Date are determined to have occurred with respect to the 1Y SOFR Swap Rate,
we or the calculation agent (after consulting with us) will determine the SOFR Swap Rate Replacement and the SOFR Swap Rate Replacement
Adjustment and will make SOFR Swap Rate 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 SOFR Swap Rate Replacement as set forth under “Description of the Notes— Floating-Rate Notes— Effect
of a U.S. Dollar SOFR ICE Swap Rate® Transition Event and Related U.S. Dollar SOFR ICE Swap Rate® Replacement
Date” of the accompanying prospectus supplement. Certain determinations, decisions and elections with respect to the SOFR Swap Rate
Replacement will, or the occurrence or non-occurrence of a SOFR Swap Rate Transition Event and any SOFR Swap Rate 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 U.S. Dollar SOFR ICE Swap Rate® Transition Event and Related
U.S. Dollar SOFR ICE Swap Rate® Replacement Date” 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, the Guarantor
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.
DOLLAR SOFR ICE SWAP RATE® AND ITS METHODOLOGY
General
The U.S. Dollar SOFR ICE Swap Rate®
was launched by IBA for use as a benchmark on November 8, 2021 in order to aid the market’s transition to SOFR and away from U.S.
dollar LIBOR. IBA is the administrator of the U.S. Dollar SOFR ICE Swap Rate® and has overall responsibility for all aspects
of the U.S. Dollar SOFR ICE Swap Rate® determination process, including the development, determination, dissemination,
operation and governance of the various U.S. Dollar SOFR ICE Swap Rate® tenors. IBA has published the ICE Swap Rate®
Methodology and certain other applicable policies which together set out IBA’s method for determining and publishing, rules and
criteria relating to, and certain other information applicable to the U.S. Dollar SOFR ICE Swap Rate®. Information in the
ICE Swap Rate® Methodology and IBA’s other applicable policies reflect the policies of, and are subject to change
by, IBA. IBA licenses the U.S. Dollar SOFR ICE Swap Rate® to users for, among other purposes, use as a reference rate.
The U.S. Dollar SOFR ICE Swap Rate® is calculated on each weekday other than those set forth in IBA’s ICE Swap Rate
Holiday Calendar, which is available on the ICE Swap Rate® Website, and published in the ICE Report Center, a link to which
is available on the ICE Swap Rate® Website. For any particular day, the only rate available for viewing on the ICE Report
Center is the rate published for the preceding publication day.
Pursuant to the ICE Swap Rate®
Methodology, the U.S. Dollar SOFR ICE Swap Rate® is calculated using eligible prices and volumes for U.S. dollar swaps
referencing a compounded average of daily SOFR compounded in arrears for twelve months using standard market conventions, calculated on
the basis of the actual number of days elapsed, with a year presumed to comprise 360 days). Input data for calculation of the U.S. Dollar
SOFR ICE Swap Rate® consists of executable prices and volumes provided by regulated, electronic, trading venues and, if
such trading venues do not provide sufficient eligible input data, dealer to client prices and volumes displayed electronically by trading
venues. If there is insufficient eligible input data to calculate a rate in accordance with the foregoing, IBA uses movement interpolation,
where possible for applicable tenors, to calculate a rate. Where it is not possible to calculate an U.S. Dollar SOFR ICE Swap Rate®
for an applicable tenor in accordance with the foregoing, then IBA’s Insufficient Data Policy will apply and “No Publication”
will be published for the U.S. Dollar SOFR ICE Swap Rate® of the applicable tenor. The U.S. Dollar SOFR ICE Swap Rate®
for the various applicable tenors as reported on the ICE Report Center and the Designated SOFR Swap Rate Page is expressed as an integer;
however, for purpose of calculations of interest with respect to the notes, such rate will be deemed to be expressed as a percentage (for
example, if the U.S. Dollar SOFR ICE Swap Rate® is reported on the ICE Report Center and the Designated SOFR Swap Rate
Page as 1.24, such rate for purposes of calculations of interest with respect to the notes will be deemed to be 1.24%).
IBA states that: (i) historical U.S. Dollar
SOFR ICE Swap Rate® and other information may not be indicative of future information or performance, (ii) none of IBA,
Intercontinental Exchange, Inc. (“ICE”) or any third party that provides data used to administer or determine the U.S. Dollar
SOFR ICE Swap Rate® and other information (“Data Provider”), or any of its or their affiliates, makes any claim,
prediction, warranty or representation whatsoever, expressly or impliedly, as to the timeliness, accuracy or completeness of the U.S.
Dollar SOFR ICE Swap Rate® or other information, the results to be obtained from the use of the U.S. Dollar SOFR ICE Swap
Rate® or other information, or as to the appropriateness or suitability of any the U.S. Dollar SOFR ICE Swap Rate®
or other information for any particular purpose to which it might be put, (iii) to the fullest extent permitted by applicable law, none
of IBA, ICE or any Data Provider, or any of its or their affiliates will be liable in respect of any inaccuracies, errors, omissions,
delays, failures, cessations or changes (material or otherwise) in IBA’s U.S. Dollar SOFR ICE Swap Rate® and other
information, or for any damage, expense or other loss (whether direct or indirect) you may suffer arising out of or in connection with
IBA’s U.S. Dollar SOFR ICE Swap Rate® and other information or any reliance you may place upon it and (iv) all implied
terms, conditions and warranties, including without limitation as to quality, merchantability, fitness for purpose, title or non-infringement,
in relation to IBA’s U.S. Dollar
SOFR ICE Swap Rate® and other information are hereby
excluded to the fullest extent permitted by applicable law.
Neither the ICE Swap Rate® Website,
other pages to which the ICE Swap Rate® Website may contain hyperlinks, nor any of the information or materials available
thereon, are incorporated by reference into this pricing supplement. Use of the U.S. Dollar SOFR ICE Swap Rate® is subject
to important disclaimers set forth in IBA’s Benchmark and Other Information Notice and Disclaimer, available on the ICE Swap Rate®
Website and in the ICE Swap Rate® Methodology.
BAC, the selling agent and IBA are not affiliated
with the New York Fed. The New York Fed does not sanction, endorse, or recommend any products or services offered by us or IBA.
Historical Levels of 1Y SOFR Swap Rate
The following graph sets forth the historical
performance of the 1Y SOFR Swap Rate from November 8, 2021 (the date the U.S. Dollar SOFR ICE Swap Rate® was launched by
IBA for use as a benchmark) through January 20, 2023. This data is not intended to be indicative of the future performance of the 1Y SOFR
Swap Rate or what the value of or return on the notes may be. Any historical upward or downward trend in the level of the 1Y SOFR Swap
Rate during any period set forth below is not an indication that the level of the 1Y SOFR Swap Rate is more or less likely to increase
or decrease in value at any time over the term of the notes or that these represent what the level of the 1Y SOFR Swap Rate would have
been on any hypothetical interest determination date. The graph below uses the 1Y SOFR Swap Rate as quoted on the Bloomberg Professional
Services service on page “USD SOFR (11:15am NY)” for the index “USISSO01 Index” at the SOFR Swap Rate Reference
Time, on the applicable date.
No one can predict what the 1Y SOFR Swap
Rate will be on any day throughout the life of the notes or what the 1Y SOFR Swap Rate will be on any interest determination date. The
1Y SOFR Swap Rate is a new benchmark that was launched by IBA on November 8, 2021. The future performance of the 1Y SOFR Swap Rate and,
by extension, the amount payable on and market value for the notes, cannot be predicted based on the limited historical information available.
The amount payable on and market value for the notes may be lower and more volatile than a comparable investment where interest payments
are determined by reference to a benchmark with more fulsome historical information.
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
The notes will be treated as variable rate debt
instruments providing for stated interest at a single fixed rate and one or more qualified floating rates. Under Treasury regulations
applicable to such instruments, you generally will be required to account for interest on the notes as described below. You will be required
to construct an “equivalent fixed rate debt instrument” for the notes and apply the general rules applicable to debt instruments
described under the section of the prospectus entitled “U.S. Federal Income Tax Considerations—Taxation of Debt Securities.”
The applicable rules require (i) replacing the initial fixed rate by a “qualified floating rate” that would preserve the fair
market value of the notes, and (ii) determining the fixed rate substitute for each floating rate. The fixed rate substitute for each qualified
floating rate is the value of the rate on the issue date of the notes. The equivalent fixed rate debt instrument is the hypothetical instrument
that has terms that are identical to those of the notes, except that the equivalent fixed rate debt instrument provides for the fixed
rate substitutes in lieu of the rates on the notes. Under these rules, the equivalent fixed rate debt instrument will have stated interest
equal to the fixed rate substitutes. The amount of OID is determined for the equivalent fixed rate debt instrument under the rules applicable
to fixed rate debt instruments and is taken into account as if the holder held the equivalent fixed rate debt instrument. Please see the
discussion in the prospectus under the section entitled “U.S. Federal Income Tax Considerations—General—Consequences
to U.S. Holders—Original Issue Discount” for a discussion of these rules. Under these rules, the notes may be issued with
OID. Whether the notes will be treated as being issued with OID will depend on rates in effect on the issue date and, in that event, the
final pricing supplement will so specify. You will be required to make appropriate adjustments for interest actually paid on the notes.
Qualified stated interest and OID, if any, allocable to an accrual period must be increased (or decreased) if the interest actually accrued
or paid during an accrual period exceeds (or is less than) the interest assumed to be accrued or paid during the accrual period under
the equivalent fixed rate debt instrument. This increase or decrease is an adjustment to qualified stated interest for the
accrual period if the equivalent fixed rate debt instrument provides
for qualified stated interest and the increase or decrease is reflected in the amount actually paid during the accrual period. Otherwise,
this increase or decrease is an adjustment to OID, if any, for the accrual period.
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 the “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-51 of the accompanying prospectus supplement.
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 0.02% 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 and/or eligible institutional investors may forgo some or all of
their selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts and/or for an
eligible institutional investor may be as low as $999.80 per $1,000 in principal amount of the notes.
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. 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.
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.
Sales Outside of the United States
The notes have not been approved for public
sale in any jurisdiction outside of the United States. There has been no registration or filing as to the notes with any regulatory, securities,
banking, or local authority outside of the United States and no action has been taken by BAC or any affiliate of BAC to offer the notes
in any jurisdiction other than the United States. As such, these notes are made available to investors outside of the United States only
in jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result in compliance with applicable
laws and regulations, including private placement requirements.
Further, no offer or sale of the notes is being
made to residents of:
• Australia
• Barbados
• Belgium
• Crimea
• Cuba
• Curacao
• Gibraltar
• Indonesia
• Italy
• Iran
• Kazakhstan
• Malaysia
• New
Zealand
• North
Korea
• Norway
• Russia
• Syria
You are urged to carefully review the Selling Restrictions
that may be applicable to your jurisdiction beginning on page S-56 of the accompanying prospectus supplement.
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.
STRUCTURING
THE NOTES
The notes are our debt securities, the return
on which is linked to the performance of the 1Y SOFR Swap Rate. As is the case for all of our debt securities, including our market-linked
notes, the economic terms of the notes reflect our 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, we typically borrow the funds under these notes at
a rate that is more favorable to us than the rate that we 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, typically results in the initial estimated value of the notes at the time the terms of the notes are set and
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 its 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 creditworthiness, interest rate movements, the volatility
of the 1Y SOFR Swap Rate, 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 this amount.
For further information, see “Risk Factors”
beginning on page PS-7 of this pricing supplement.