Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
• The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging
Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF, due June 4, 2027 (the “Notes”) priced on February 29, 2024 and will issue on March 5, 2024.
• Approximate 3.25 year term if not called prior to maturity.
• Payments on the Notes will depend on the individual performance of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF (each an “Underlying”).
• Contingent coupon rate of 9.35% per annum (2.3375% per quarter) payable quarterly if the Observation
Value of each Underlying on the applicable Observation Date is greater than or equal to 60.00% of its Starting Value, assuming
the Notes have not been called.
• Beginning on September 4, 2024, callable quarterly at our option for an amount equal to the principal
amount plus the relevant Contingent Coupon Payment, if otherwise payable.
• Assuming the Notes are not called prior to maturity, if any Underlying declines by more than
45% from its Starting Value, at maturity your investment will be subject to 1:1 downside exposure to decreases in the value of the Least
Performing Underlying, with up to 100% of the principal at risk; otherwise, at maturity, you will receive the principal amount. At maturity
you will also receive a final Contingent Coupon Payment if the Observation Value of each Underlying on the final Observation Date
is greater than or equal to 60.00% of its Starting Value.
• All payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”
or the “Issuer”), as issuer of the Notes, and Bank of America Corporation (“BAC” or the “Guarantor”),
as guarantor of the Notes.
• The Notes will not be listed on any securities exchange.
The initial estimated value
of the Notes as of the pricing date is $964.10 per $1,000.00 in principal amount of Notes, which is less than the public offering price
listed below. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Risk
Factors” beginning on page PS-9 of this pricing supplement and “Structuring the Notes” on page PS-24 of this pricing
supplement for additional information.
There are important differences
between the Notes and a conventional debt security. Potential purchasers of the Notes should consider the information in “Risk Factors”
beginning on page PS-9 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-6 of the accompanying prospectus
supplement, and page 7 of the accompanying prospectus.
None of the Securities and
Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved
of these securities or determined if this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
|
Public offering price(1) |
Underwriting discount(1)(2) |
Proceeds, before expenses, to BofA Finance(2) |
Per Note |
$1,000.00 |
$17.50 |
$982.50 |
Total |
$1,635,000.00 |
$28,612.50 |
$1,606,387.50 |
|
(1) |
Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some
or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based
advisory accounts may be as low as $982.50 per $1,000.00 in principal amount of Notes. |
|
(2) |
The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $17.50, resulting
in proceeds, before expenses, to BofA Finance of as low as $982.50 per $1,000.00 in principal amount of Notes. The total underwriting
discount and proceeds, before expenses, to BofA Finance specified above reflect the aggregate of the underwriting discounts per $1,000.00
in principal amount of Notes. |
The Notes and the related guarantee:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
|
Selling Agent |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Terms of the Notes
Issuer: |
BofA Finance |
Guarantor: |
BAC |
Denominations: |
The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof. |
Term: |
Approximately 3.25 years, unless previously called. |
Underlyings: |
The MSCI Emerging Markets® Index (Bloomberg symbol: “MXEF”), a price return index, the SPDR® S&P Bank ETF (Bloomberg symbol: “KBE”) and the iShares® Russell 2000® Value ETF (Bloomberg symbol: “IWN”). |
Pricing Date: |
February 29, 2024 |
Issue Date: |
March 5, 2024 |
Valuation Date: |
June 1, 2027, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” in the accompanying product supplement. |
Maturity Date: |
June 4, 2027 |
Starting Value: |
MXEF: 1,020.94
KBE: $44.42
IWN: $153.00 |
Observation Value: |
With respect to the MXEF, its closing level on the
applicable Observation Date.
With respect to the KBE, its Closing Market Price
on the applicable Observation Date, multiplied by its Price Multiplier.
With respect to the IWN, its Closing Market Price
on the applicable Observation Date, multiplied by its Price Multiplier.
|
Ending Value: |
With respect to each Underlying, its Observation Value on the Valuation Date. |
Price Multiplier: |
With respect to the KBE and the IWN, 1, subject to adjustment for certain events as described in “Description of the Notes — Anti-Dilution and Discontinuance Adjustments Relating to ETFs” beginning on page PS-28 of the accompanying product supplement. |
Coupon Barrier: |
MXEF: 612.56, which is 60.00% of its Starting Value
(rounded to two decimal places).
KBE: 26.65, which is 60.00% of its Starting Value
(rounded to two decimal places).
IWN: 91.80, which is 60.00% of its Starting Value. |
Threshold Value: |
MXEF: 561.52, which is 55.00% of its Starting Value
(rounded to two decimal places).
KBE: $24.43, which is 55.00% of its Starting Value
(rounded to two decimal places).
IWN: $84.15, which is 55.00% of its Starting Value. |
Contingent Coupon Payment: |
If, on any quarterly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $23.375 per $1,000.00 in principal amount of Notes (equal to a rate of 2.3375% per quarter or 9.35% per annum) on the applicable Contingent Payment Date (including the Maturity Date). |
Optional Early Redemption: |
On any quarterly Call Payment Date, we have the right to redeem all (but not less than all) of the Notes at the Early Redemption Amount. No further amounts will be payable following an Optional Early Redemption. We will give notice to the trustee at least five business days but not more than 60 calendar days before the applicable Call Payment Date. |
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-2 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Early Redemption Amount: |
For each $1,000.00 in principal amount of Notes, $1,000.00, plus the applicable Contingent Coupon Payment if the Observation Value of each Underlying on the corresponding Observation Date is greater than or equal to its Coupon Barrier. |
Redemption Amount: |
If the Notes have not been called prior to maturity,
the Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Least Performing Underlying
is greater than or equal to its Threshold Value:
b) If the Ending Value of the Least Performing Underlying
is less than its Threshold Value:
In this case, the Redemption Amount (excluding
any final Contingent Coupon Payment) will be less than 55.00% of the principal amount and you could lose up to 100.00% of your investment
in the Notes.
The Redemption Amount will also include a final
Contingent Coupon Payment if the Ending Value of the Least Performing Underlying is greater than or equal to its Coupon Barrier. |
Observation Dates: |
As set forth beginning on page PS-4. |
Contingent Payment Dates: |
As set forth beginning on page PS-4. |
Call Payment Dates: |
As set forth beginning on page PS-5. Each Call Payment Date is also a Contingent Payment Date. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance. |
Selling Agent: |
BofAS |
CUSIP: |
09711B3U8 |
Underlying Return: |
With respect to each Underlying,
|
Least Performing Underlying: |
The Underlying with the lowest Underlying Return. |
Events of Default and Acceleration: |
If an Event of Default, as defined in the senior indenture relating to the Notes and in the section entitled “Description of Debt Securities of BofA Finance LLC—Events of Default and Rights of Acceleration; Covenant Breaches” on page 54 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption “Redemption Amount” above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third Trading Day prior to the date of acceleration. We will also determine whether a final Contingent Coupon Payment is payable based upon the values of the Underlyings on the deemed Valuation Date; any such final Contingent Coupon Payment will be prorated by the calculation agent to reflect the length of the final contingent payment period. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate. |
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-3 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Observation Dates, Contingent Payment Dates and Call Payment Dates
Observation Dates* |
Contingent Payment Dates |
May 29, 2024 |
June 3, 2024 |
August 29, 2024 |
September 4, 2024 |
November 29, 2024 |
December 4, 2024 |
February 28, 2025 |
March 6, 2025 |
May 29, 2025 |
June 3, 2025 |
August 29, 2025 |
September 4, 2025 |
December 1, 2025 |
December 4, 2025 |
March 2, 2026 |
March 5, 2026 |
May 29, 2026 |
June 3, 2026 |
August 31, 2026 |
September 3, 2026 |
November 30, 2026 |
December 3, 2026 |
March 1, 2027 |
March 4, 2027 |
June 1, 2027 (the “Valuation Date”) |
June 4, 2027 (the “Maturity Date”) |
* The Observation Dates are subject to postponement
as set forth in “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” beginning
on page PS-23 of the accompanying product supplement.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-4 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Call Payment Dates |
September 4, 2024 |
December 4, 2024 |
March 6, 2025 |
June 3, 2025 |
September 4, 2025 |
December 4, 2025 |
March 5, 2026 |
June 3, 2026 |
September 3, 2026 |
December 3, 2026 |
March 4, 2027 |
Any payments on the Notes depend on the credit risk
of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlyings. The economic terms of the Notes are based
on BAC’s internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked notes, and
the economic terms of certain related hedging arrangements BAC’s affiliates enter into. BAC’s internal funding rate is typically
lower than the rate it would pay when it issues conventional fixed or floating rate debt securities. This difference in funding rate,
as well as the underwriting discount, if any, and the hedging related charges described below (see “Risk Factors” beginning
on page PS-9), reduced the economic terms of the Notes to you and the initial estimated value of the Notes. Due to these factors, the
public offering price you are paying to purchase the Notes is greater than the initial estimated value of the Notes as of the pricing
date.
The initial estimated value of the Notes as of the
pricing date is set forth on the cover page of this pricing supplement. For more information about the initial estimated value and the
structuring of the Notes, see “Risk Factors” beginning on page PS-9 and “Structuring the Notes” on page PS-24.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-5 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Contingent Coupon Payment and Redemption Amount Determination
On
each Contingent Payment Date, if the Notes have not been previously called, you may receive a
Contingent
Coupon Payment per $1,000.00 in principal amount of Notes determined as follows:
Assuming
the Notes have not been called, on the Maturity Date, you will receive a cash payment per $1,000.00 in principal amount of Notes determined
as follows:
All payments described above are subject to the
credit risk of BofA Finance, as Issuer, and BAC, as Guarantor.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-6 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Total Contingent Coupon Payment Examples
The table below illustrates the hypothetical total
Contingent Coupon Payments per $1,000.00 in principal amount of Notes over the term of the Notes, based on the Contingent Coupon Payment
of $23.375, depending on how many Contingent Coupon Payments are payable prior to an Optional Early Redemption or maturity. Depending
on the performance of the Underlyings, you may not receive any Contingent Coupon Payments during the term of the Notes.
Number of Contingent Coupon Payments |
Total Contingent Coupon Payments |
0 |
$0.000 |
2 |
$46.750 |
4 |
$93.500 |
6 |
$140.250 |
8 |
$187.000 |
10 |
$233.750 |
12 |
$280.500 |
13 |
$303.875 |
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-7 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Hypothetical Payout Profile and Examples of Payments at Maturity
Contingent Income Issuer Callable Yield Notes
Table
The following table is for purposes of illustration
only. It assumes the Notes have not been called prior to maturity and is based on hypothetical values and shows hypothetical returns on the Notes. The table illustrates the calculation of the Redemption Amount and the return on the Notes based on a hypothetical
Starting Value of 100 for the Least Performing Underlying, a hypothetical Coupon Barrier of 60 for the Least Performing Underlying, a
hypothetical Threshold Value of 55 for the Least Performing Underlying, the Contingent Coupon Payment of $23.375 per $1,000.00 in principal
amount of Notes and a range of hypothetical Ending Values of the Least Performing Underlying. The actual amount you receive and the
resulting return will depend on the actual Starting Values, Coupon Barriers, Threshold Values, Observation Values and Ending Values of
the Underlyings, whether the Notes are called prior to maturity, and whether you hold the Notes to maturity. The following examples
do not take into account any tax consequences from investing in the Notes.
For recent actual values of the Underlyings, see
“The Underlyings” section below. The Ending Value of each Underlying will not include any income generated by dividends or
other distributions paid with respect to shares or units of that Underlying or on the securities included in that Underlying, as applicable.
In addition, all payments on the Notes are subject to Issuer and Guarantor credit risk.
Ending Value of the Least Performing Underlying |
Underlying Return of the Least Performing Underlying |
Redemption Amount per Note (including any final Contingent Coupon Payment) |
Return on the Notes(1) |
160.00 |
60.00% |
$1,023.375 |
2.3375% |
150.00 |
50.00% |
$1,023.375 |
2.3375% |
140.00 |
40.00% |
$1,023.375 |
2.3375% |
130.00 |
30.00% |
$1,023.375 |
2.3375% |
120.00 |
20.00% |
$1,023.375 |
2.3375% |
110.00 |
10.00% |
$1,023.375 |
2.3375% |
105.00 |
5.00% |
$1,023.375 |
2.3375% |
102.00 |
2.00% |
$1,023.375 |
2.3375% |
100.00(2) |
0.00% |
$1,023.375 |
2.3375% |
90.00 |
-10.00% |
$1,023.375 |
2.3375% |
80.00 |
-20.00% |
$1,023.375 |
2.3375% |
70.00 |
-30.00% |
$1,023.375 |
2.3375% |
60.00(3) |
-40.00% |
$1,023.375 |
2.3375% |
59.99 |
-40.01% |
$1,000.000 |
0.0000% |
55.00(4) |
-45.00% |
$1,000.000 |
0.0000% |
54.99 |
-45.01% |
$549.900 |
-45.0100% |
50.00 |
-50.00% |
$500.000 |
-50.0000% |
0.00 |
-100.00% |
$0.000 |
-100.0000% |
(1) |
The “Return on the Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent Coupon Payments paid prior to maturity. |
(2) |
The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting Value of each Underlying is set forth on page PS-2 above. |
(3) |
This is the hypothetical Coupon Barrier of the Least Performing Underlying. |
(4) |
This is the hypothetical Threshold Value of the Least Performing Underlying. |
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-8 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Risk Factors
Your investment in the Notes entails significant
risks, many of which differ from those of a conventional debt security. Your decision to purchase the Notes should be made only after
carefully considering the risks of an investment in the Notes, including those discussed below, with your advisors in light of your particular
circumstances. The Notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the Notes
or financial matters in general. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk
Factors” sections beginning on page PS-5 of the accompanying product supplement, page S-6 of the accompanying prospectus supplement
and page 7 of the accompanying prospectus, each as identified on page PS-29 below.
Structure-related Risks
• Your investment may result in a loss; there is no guaranteed return of principal. There is
no fixed principal repayment amount on the Notes at maturity. If the Notes are not called prior to maturity and the Ending Value of any Underlying is less than its Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in
the value of the Least Performing Underlying and you will lose 1% of the principal amount for each 1% that the Ending Value of the Least
Performing Underlying is less than its Starting Value. In that case, you will lose a significant portion or all of your investment in
the Notes.
• Your return on the Notes is limited to the return represented by the Contingent Coupon Payments,
if any, over the term of the Notes. Your return on the Notes is limited to the Contingent Coupon Payments paid over the term of the
Notes, regardless of the extent to which the Observation Value or Ending Value of any Underlying exceeds its Coupon Barrier or Starting
Value, as applicable. Similarly, the amount payable at maturity or upon an Optional Early Redemption will never exceed the sum of the
principal amount and the applicable Contingent Coupon Payment, regardless of the extent to which the Observation Value or Ending Value
of any Underlying exceeds its Starting Value. In contrast, a direct investment in an Underlying or in the securities included in one or
more of the Underlyings would allow you to receive the benefit of any appreciation in their values. Any return on the Notes will not reflect
the return you would realize if you actually owned those securities and received the dividends paid or distributions made on them.
• The Notes are subject to Optional Early Redemption, which would limit your ability to receive the
Contingent Coupon Payments over the full term of the Notes. On each Call Payment Date, at our option, we may call your Notes in whole,
but not in part. If the Notes are called prior to the Maturity Date, you will be entitled to receive the Early Redemption Amount on the
applicable Call Payment Date, and no further amounts will be payable on the Notes. In this case, you will lose the opportunity to continue
to receive Contingent Coupon Payments after the date of the Optional Early Redemption. If the Notes are called prior to the Maturity Date,
you may be unable to invest in other securities with a similar level of risk that could provide a return that is similar to the Notes.
Even if we do not exercise our option to call your Notes, our ability to do so may adversely affect the market value of your Notes. It
is our sole option whether to call your Notes prior to maturity on any such Call Payment Date and we may or may not exercise this option
for any reason. Because of this Optional Early Redemption potential, the term of your Notes could be anywhere between six and thirty-nine
months.
• You may not receive any Contingent Coupon Payments. The Notes do not provide for any regular
fixed coupon payments. Investors in the Notes will not necessarily receive any Contingent Coupon Payments on the Notes. If the Observation
Value of any Underlying is less than its Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable
to that Observation Date. If the Observation Value of any Underlying is less than its Coupon Barrier on all the Observation Dates during
the term of the Notes, you will not receive any Contingent Coupon Payments during the term of the Notes, and will not receive a positive
return on the Notes.
• Your return on the Notes may be less than the yield on a conventional debt security of comparable
maturity. Any return that you receive on the Notes may be less than the return you would earn if you purchased a conventional debt
security with the same Maturity Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when
you consider factors, such as inflation, that affect the time value of money. In addition, if interest rates increase during the term
of the Notes, the Contingent Coupon Payment (if any) may be less than the yield on a conventional debt security of comparable maturity.
• The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will
not reflect changes in the values of the Underlyings other than on the Observation Dates. The values of the Underlyings during the
term of the Notes other than on the Observation Dates will not affect payments on the Notes. Notwithstanding the foregoing, investors
should generally be aware of the performance of the Underlyings while holding the Notes, as the performance of the Underlyings may influence
the market value of the Notes. The calculation agent will determine whether each Contingent Coupon Payment is payable and will calculate
the Early Redemption Amount or the Redemption Amount, as applicable, by comparing only the Starting Value, the Coupon Barrier or the Threshold
Value, as applicable, to the Observation Value or Ending Value for each Underlying. No other values of the Underlyings will be taken into
account. As a result, if the Notes are not called prior to maturity and the Ending Value of the Least Performing Underlying is less than
its Threshold Value, you will receive less than the principal amount at maturity even if the value of each Underlying was always above
its Threshold Value prior to the Valuation Date.
• Because the Notes are linked to the least performing (and not the average performance) of the Underlyings,
you may not receive any return on the Notes and may lose a significant portion or all of your investment in the Notes even if the Observation
Value or Ending Value of one Underlying is greater than or equal to its Coupon Barrier or Threshold Value, as applicable. Your Notes
are linked to the least performing of the Underlyings, and a change in the value of one Underlying may not correlate with changes in the
values of the other Underlyings. The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-9 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
value of one Underlying could be offset
to some extent by the appreciation in the values of the other Underlyings. In the case of the Notes, the individual performance of each
Underlying would not be combined, and the depreciation in the value of one Underlying would not be offset by any appreciation in the values
of the other Underlyings. Even if the Observation Value of an Underlying is at or above its Coupon Barrier on an Observation Date, you
will not receive the Contingent Coupon Payment with respect to that Observation Date if the Observation Value of another Underlying is
below its Coupon Barrier on that day. In addition, even if the Ending Value of an Underlying is at or above its Threshold Value, you will
lose a significant portion or all of your investment in the Notes if the Ending Value of the Least Performing Underlying is below its
Threshold Value.
• Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor,
and any actual or perceived changes in our or the Guarantor’s creditworthiness are expected to affect the value of the Notes. The
Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor.
The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent
upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date,
regardless of the performance of the Underlyings. No assurance can be given as to what our financial condition or the financial condition
of the Guarantor will be at any time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective
financial obligations as they become due, you may not receive the amount(s) payable under the terms of the Notes.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities
to pay our obligations. Consequently, our or the Guarantor’s perceived creditworthiness and actual or anticipated decreases in our
or the Guarantor’s credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S.
Treasury securities (the “credit spread”) prior to the Maturity Date may adversely affect the market value of the Notes. However,
because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective
obligations, such as the values of the Underlyings, an improvement in our or the Guarantor’s credit ratings will not reduce the
other investment risks related to the Notes.
• We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the Guarantor, have no operations other than those related to the issuance, administration and repayment
of our debt securities that are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet
our obligations under the Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited.
Valuation and Market-related Risks
• The public offering price you are paying for the Notes exceeds their initial estimated value. The
initial estimated value of the Notes that is provided on the cover page of this pricing supplement is an estimate only, determined as
of the pricing date by reference to our and our affiliates’ pricing models. These pricing models consider certain assumptions and
variables, including our credit spreads and those of the Guarantor, the Guarantor’s internal funding rate, mid-market terms on hedging
transactions, expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the Notes.
These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the
Notes prior to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value.
This is due to, among other things, changes in the values of the Underlyings, changes in the Guarantor’s internal funding rate,
and the inclusion in the public offering price of the underwriting discount, if any, and the hedging related charges, all as further described
in “Structuring the Notes” below. These factors, together with various credit, market and economic factors over the term of
the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value
of the Notes in complex and unpredictable ways.
• The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS
or any of our other affiliates would be willing to purchase your Notes in any secondary market (if any exists) at any time. The value
of your Notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance
of the Underlyings, our and BAC’s creditworthiness and changes in market conditions.
• We cannot assure you that a trading market for your Notes will ever develop or be maintained. We
will not list the Notes on any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that
market will be liquid or illiquid.
Conflict-related Risks
• Trading and hedging activities by us, the Guarantor and any of our other affiliates, including
BofAS, may create conflicts of interest with you and may affect your return on the Notes and their market value. We, the Guarantor
or one or more of our other affiliates, including BofAS, may buy or sell shares or units of the Underlyings or the securities held by
or included in the Underlyings, as applicable, or futures or options contracts or exchange traded instruments on the Underlyings or those
securities, or other instruments whose value is derived from the Underlyings or those securities. While we, the Guarantor or one or more
of our other affiliates, including BofAS, may from time to time own shares or units of the Underlyings or securities represented by the
Underlyings, except to the extent that BAC’s common stock may be included in the Underlyings, we, the Guarantor and our other affiliates,
including BofAS, do not control any company included in the Underlyings, and have not verified any disclosure made by any other company.
We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own
accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict
of interest between
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-10 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
your interest in the Notes and the
interests we, the Guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating
transactions, including block trades, for our or their other customers, and in accounts under our or their management. These transactions
may adversely affect the values of the Underlyings in a manner that could be adverse to your investment in the Notes. On or before the
pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on our or their behalf (including
those for the purpose of hedging some or all of our anticipated exposure in connection with the Notes), may have affected the values of
the Underlyings. Consequently, the values of the Underlyings may change subsequent to the pricing date, which may adversely affect the
market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also may have engaged in hedging activities that could have
affected the values of the Underlyings on the pricing date. In addition, these hedging activities, including the unwinding of a hedge,
may decrease the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or
one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may
hold or resell the Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which
it engages. We cannot assure you that these activities will not adversely affect the values of the Underlyings, the market value of your
Notes prior to maturity or the amounts payable on the Notes.
• There may be potential conflicts of interest involving the calculation agent, which is an affiliate
of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the
Notes and, as such, will make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes.
Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities
as calculation agent.
Underlying-related Risks
• The Notes are subject to risks associated with small-size capitalization companies. The equity
securities held by the IWN are issued by companies with small-sized market capitalization. The stock prices of small-size companies may
be more volatile than stock prices of large capitalization companies. Small-size capitalization companies may be less able to withstand
adverse economic, market, trade and competitive conditions relative to larger companies. Small-size capitalization companies may also
be more susceptible to adverse developments related to their products or services.
• The stocks held by the KBE are concentrated in one sector. The KBE holds securities issued
by companies in the banking sector. As a result, the stocks that will determine in part the performance of the Notes are concentrated
in one sector. Although an investment in the Notes will not give holders any ownership or other direct interests in the securities held
by the KBE, the return on an investment in the Notes will be subject to certain risks associated with a direct equity investment in this
sector. Accordingly, by investing in the Notes, you will not benefit from the diversification which could result from an investment linked
to companies that operate in multiple sectors.
• The Notes are subject to risks associated with the banking industry. All of the stocks held
by the KBE are issued by companies in the banking industry. The performance of companies in the banking industry are influenced by many
complex and unpredictable factors, including industry competition, interest rates, geopolitical events, the ability of borrowers to repay
loans, government regulation, and supply and demand for the products and services offered by such companies. Any adverse development in
the banking industry may have a material adverse effect on the stocks held by the KBE, and as a result, on the value of the Notes. The
Notes may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory
occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers.
• The Notes are subject to foreign currency exchange risk. The MXEF tracks securities traded
outside of the United States. The value of the MXEF will depend upon the values of these securities, which will in turn depend in part
upon changes in the value of the currencies in which the securities tracked by the MXEF are traded. Accordingly, investors in the Notes
will be exposed to currency exchange rate risk with respect to each of the currencies in which the securities tracked by the MXEF are
traded. An investor’s net exposure will depend on the extent to which these currencies strengthen or weaken against the U.S. dollar.
If the dollar strengthens against these currencies, the value of the MXEF will be adversely affected and the value of the MXEF may decrease.
• The Notes are subject to risks associated with foreign securities markets. The MXEF includes
certain foreign equity securities. You should be aware that investments in securities linked to the value of foreign equity securities
involve particular risks. The foreign securities markets comprising the MXEF may have less liquidity and may be more volatile than U.S.
or other securities markets and market developments may affect foreign markets differently from U.S. or other securities markets. Direct
or indirect government intervention to stabilize these foreign securities markets, as well as cross-shareholdings in foreign companies,
may affect trading prices and volumes in these markets. Also, there is generally less publicly available information about foreign companies
than about those U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to accounting,
auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. Prices of securities
in foreign countries are subject to political, economic, financial and social factors that apply in those geographical regions. These
factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a foreign government’s
economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable
to foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies,
the possibility of outbreaks of hostility and political instability and the possibility of natural disaster or adverse public health developments
in the region. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in important respects such as growth
of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-11 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
• There are risks associated with emerging markets. An investment in the notes will involve
risks not generally associated with investments which have no emerging market component. In particular, many emerging nations are undergoing
rapid change, involving the restructuring of economic, political, financial and legal systems. Regulatory and tax environments may be
subject to change without review or appeal. Many emerging markets suffer from underdevelopment of capital markets and tax regulation.
The risk of expropriation and nationalization remains a threat. Guarding against such risks is made more difficult by low levels of corporate
disclosure and unreliability of economic and financial data.
• The performance of the KBE or the IWN may not correlate with the performance of its respective
underlying index (each an “underlying index”) as well as the net asset value per share or unit of the KBE or the IWN, especially
during periods of market volatility. The performance of the KBE or the IWN and that of its respective underlying index generally will
vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible
that the performance of the KBE or the IWN may not fully replicate or may, in certain circumstances, diverge significantly from the performance
of its underlying index. This could be due to, for example, the KBE or the IWN not holding all or substantially all of the underlying
assets included in its underlying index and/or holding assets that are not included in its underlying index, the temporary unavailability
of certain securities in the secondary market, the performance of any derivative instruments held by the KBE or the IWN, differences in
trading hours between the KBE or the IWN (or its respective underlying assets) and its underlying index, or other circumstances. This
variation in performance is called the “tracking error,” and, at times, the tracking error may be significant. In addition,
because the shares or units of the KBE or the IWN are traded on a securities exchange and are subject to market supply and investor demand,
the market price of one share or unit of the KBE or the IWN may differ from its respective net asset value per share or unit; shares or
units of the KBE or the IWN may trade at, above, or below its net asset value per share or unit. During periods of market volatility,
securities held by the KBE or the IWN may be unavailable in the secondary market, market participants may be unable to calculate accurately
the respective net asset value per share or unit of the KBE or the IWN and the liquidity of the KBE or the IWN may be adversely affected.
Market volatility may also disrupt the ability of market participants to trade shares or units of the KBE or the IWN. Further, market
volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares or units
of the KBE or the IWN. As a result, under these circumstances, the market value of shares or units of the KBE or the IWN may vary substantially
from the net asset value per share or unit of the KBE or the IWN.
• The anti-dilution adjustments will be limited. The calculation agent may adjust the Price Multiplier
of the KBE or the IWN and other terms of the Notes to reflect certain actions by the KBE or the IWN, as described in the section “Description
of the Notes—Anti-Dilution and Discontinuance Adjustments Relating to ETFs” in the accompanying product supplement. The calculation
agent will not be required to make an adjustment for every event that may affect the KBE or the IWN and will have broad discretion to
determine whether and to what extent an adjustment is required.
• The publisher or the sponsor or investment advisor of an Underlying may adjust that Underlying
in a way that affects its values, and the publisher or the sponsor or investment advisor has no obligation to consider your interests. The publisher or the sponsor or investment advisor of an Underlying can add, delete, or substitute the components included in that
Underlying or make other methodological changes that could change its value. Any of these actions could adversely affect the value of
your Notes.
Tax-related Risks
• The U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be
adverse to a holder of the Notes. No statutory, judicial, or administrative authority directly addresses the characterization of the
Notes or securities similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income
tax consequences of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the
Notes as contingent income-bearing single financial contracts, as described below under “U.S. Federal Income Tax Summary—General.”
If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the Notes, the
timing and character of income, gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect
to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled “U.S. Federal
Income Tax Summary.” You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax
consequences of investing in the Notes.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-12 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
The Underlyings
All disclosures contained in this pricing supplement
regarding the Underlyings, including, without limitation, their make-up, method of calculation, and changes in their components, have
been derived from publicly available sources. The information reflects the policies of, and is subject to change by, the sponsor of the
MXEF, the investment advisor of the KBE and the investment advisor of the IWN (collectively, the “Underlying Sponsors”). The
Underlying Sponsors, which license the copyright and all other rights to the respective Underlyings, have no obligation to continue to
publish, and may discontinue publication of, the Underlyings. The consequences of any Underlying Sponsor discontinuing publication of
the applicable Underlying are discussed in “Description of the Notes — Discontinuance of an Index” and “Description
of the Notes — Anti-Dilution and Discontinuance Adjustments Relating to ETFs — Discontinuance of or Material Change to an
ETF” in the accompanying product supplement. None of us, the Guarantor, the calculation agent, or BofAS accepts any responsibility
for the calculation, maintenance or publication of any Underlying or any successor underlying. None of us, the Guarantor, BofAS or any
of our other affiliates makes any representation to you as to the future performance of the Underlyings. You should make your own investigation
into the Underlyings.
The MSCI Emerging Markets® Index
The MXEF is intended to measure equity market performance
in the global emerging markets. The MXEF is a free float--adjusted market capitalization index with a base date of December 31, 1987 and
an initial value of 100. The MXEF is calculated daily in U.S. dollars and published in real time every 60 seconds during market trading
hours. The MXEF has a base value of 100.00 and a base date of December 31, 1987. The MXEF consists of the following 24 emerging market
country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru,
Philippines, Poland, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and United Arab Emirates.
The MXEF is an “MSCI Index.”
The Country Indices
Each country’s index included in an MSCI Index
is referred to as a “Country Index.” Under the MSCI methodology, each Country Index is an “MSCI Global Standard Index.”
The components of each Country Index used to be selected by the index sponsor from among the universe of securities eligible for inclusion
in the relevant Country Index so as to target an 85% free float-adjusted market representation level within each of a number of industry
groups, subject to adjustments to (i) provide for sufficient liquidity, (ii) reflect foreign investment restrictions (only those securities
that can be held by non-residents of the country corresponding to the relevant Country Index are included) and (iii) meet certain other
investibility criteria. Following a change in the index sponsor’s methodology implemented in May 2008, the 85% target is now measured
at the level of the country universe of eligible securities rather than the industry group level-so each Country Index will seek to include
the securities that represent 85% of the free float-adjusted market capitalization of all securities eligible for inclusion, but will
still be subject to liquidity, foreign investment restrictions and other investibility adjustments. The index sponsor defines “free
float” as total shares excluding shares held by strategic investors such as governments, corporations, controlling shareholders
and management, and shares subject to foreign ownership restrictions.
Calculation of the Country Indices
Each Country Index is a free float-adjusted market
capitalization index that is designed to measure the market performance, including price performance, of the equity securities in that
country. Each Country Index is calculated in the relevant local currency as well as in U.S. dollars, with price, gross and net returns.
Each component is included in the relevant Country
Index at a weight that reflects the ratio of its free float-adjusted market capitalization (i.e., free public float multiplied by price)
to the free float-adjusted market capitalization of all the components in that Country Index. The index sponsor defines the free float
of a security as the proportion of shares outstanding that is deemed to be available for purchase in the public equity markets by international
investors.
Calculation of the MSCI Indices
The performance of a MSCI Index on any given day
represents the weighted performance of all of the components included in all of the Country Indices. Each component in a MSCI Index is
included at a weight that reflects the ratio of its free float-adjusted market capitalization (i.e., free public float multiplied by price)
to the free float-adjusted market capitalization of all the components included in all of the Country Indices.
Maintenance of and Changes to the MSCI Indices
The index sponsor maintains the MSCI Indices with
the objective of reflecting, on a timely basis, the evolution of the underlying equity markets and segments. In maintaining the indices,
emphasis is also placed on continuity, continuous investibility of the constituents, replicability, index stability and low turnover in
the indices.
As part of the changes to the index sponsor’s
methodology which became effective in May 2008, maintenance of the indices falls into three broad categories:
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-13 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
• semi-annual reviews, which will occur each May and November and will involve a comprehensive reevaluation
of the market, the universe of eligible securities and other factors involved in composing the indices;
• quarterly reviews, which will occur each February, May, August and November and will focus on significant
changes in the market since the last semi-annual review and on including significant new eligible securities (such as IPOs, which were
not eligible for earlier inclusion in the indices); and
• ongoing event-related changes, which will generally be reflected in the indices at the time of the
event and will include changes resulting from mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other similar corporate
events.
Prices and Exchange Rates
Prices
The prices used to calculate the MSCI Indices are
the official exchange closing prices or those figures accepted as such. The index sponsor reserves the right to use an alternative pricing
source on any given day.
Exchange Rates
The index sponsor uses the closing spot rates published
by WM / Reuters at 4:00 p.m., London time. The index sponsor uses WM / Reuters rates for all countries for which it provides indices.
In case WM/Reuters does not provide rates for specific
markets on given days (for example Christmas Day and New Year’s Day), the previous business day’s rates are normally used.
The index sponsor independently monitors the exchange rates on all its indices and may, under exceptional circumstances, elect to use
an alternative exchange rate if the WM / Reuters rates are not available, or if the index sponsor determines that the WM / Reuters rates
are not reflective of market circumstances for a given currency on a particular day. In such circumstances, an announcement would be sent
to clients with the related information. If appropriate, the index sponsor may conduct a consultation with the investment community to
gather feedback on the most relevant exchange rate.
Historical Performance of the MXEF
The following graph sets forth the daily historical
performance of the MXEF in the period from January 1, 2019 through the pricing date. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On February 29, 2024,
the closing level of the MXEF Index was 1,020.94.
This historical data on the MXEF is not necessarily
indicative of the future performance of the MXEF or what the value of the Notes may be. Any historical upward or downward trend in the
closing level of the MXEF during any period set forth above is not an indication that the closing level of the MXEF is more or less likely
to increase or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult
publicly available sources for the closing levels of the MXEF.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-14 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
License Agreement
Our affiliate, Merrill Lynch, Pierce, Fenner &
Smith Incorporated has entered into a non-exclusive license agreement with MSCI whereby Merrill Lynch, Pierce, Fenner & Smith Incorporated
and certain of its affiliates, in exchange for a fee, are permitted to use the MSCI indices in connection with certain securities, including
the Notes. We are not affiliated with MSCI, the only relationship between MSCI and us is any licensing of the use of MSCI’s indices
and trademarks relating to them.
The license agreement provides that the following
language must be set forth herein:
THE NOTES ARE NOT SPONSORED, ENDORSED, SOLD, OR
PROMOTED BY MSCI, ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING,
COMPUTING, OR CREATING THE MXEF INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MXEF INDEX IS THE EXCLUSIVE PROPERTY OF MSCI.
MSCI AND THE MXEF INDEX ARE SERVICE MARKS OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED TO US FOR USE FOR CERTAIN PURPOSES. THE NOTES
HAVE NOT BEEN PASSED ON BY ANY OF THE MSCI PARTIES AS TO THEIR LEGALITY OR SUITABILITY WITH RESPECT TO ANY PERSON OR ENTITY AND NONE OF
THE MSCI PARTIES MAKES ANY WARRANTIES OR BEARS ANY LIABILITY WITH RESPECT TO THE NOTES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO US OR OWNERS OF THE NOTES OR ANY OTHER PERSON OR
ENTITY REGARDING THE ADVISABILITY OF INVESTING IN ANY SECURITIES GENERALLY OR IN THIS OFFERING PARTICULARLY OR THE ABILITY OF ANY MSCI
INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS,
AND TRADE NAMES OF THE MXEF INDEX, WHICH ARE DETERMINED, COMPOSED, AND CALCULATED BY MSCI WITHOUT REGARD TO THE NOTES, TO US, TO THE OWNERS
OF THE NOTES, OR TO ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF US OR OWNERS OF THE NOTES
OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING, OR CALCULATING THE MXEF INDEX. NONE OF THE MSCI PARTIES IS
RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE NOTES TO BE ISSUED OR IN THE
DETERMINATION OR CALCULATION OF THE AMOUNT THAT MAY BE PAID AT MATURITY ON THE NOTES. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY
TO US OR TO OWNERS OF THE NOTES OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR, OFFERING OF THE NOTES.
No purchaser, seller or holder of the Notes, or
any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote
the Notes without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person
or entity claim any affiliation with MSCI without the prior written permission of MSCI.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-15 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
The SPDR® S&P Bank ETF
The KBE seeks to provide investment results that
correspond generally to the price and yield performance, before fees and expenses, of the S&P Banks Select Industry Index (the “Underlying
Index”). The Underlying Index represents the banks industry portion of the S&P® Total Market Index (“S&P
TMI”), an index that measures the performance of the U.S. equity market. The KBE is composed of companies that are publicly traded
money centers and leading regional banks or thrifts.
The KBE utilizes a “sampling” investment
approach in attempting to track the performance of the Underlying Index. The KBE typically invests in substantially all of the securities
which comprise the Underlying Index in approximately the same proportions as the Underlying Index. The KBE will normally invest at least
80% of its total assets in the common stocks that comprise the Underlying Index. The returns of the KBE may be affected by certain management
fees and other expenses, which are detailed in its prospectus.
The S&P Banks Select Industry Index
This Underlying Index is an equal-weighted index
that is designed to measure the performance of the banks portion of the S&P TMI. The S&P TMI includes all U.S. common equities
listed on the NYSE (including NYSE Arca), the NYSE MKT, the NASDAQ Global Select Market, and the NASDAQ Capital Market. Each of the component
stocks in the Underlying Index is a constituent company within the banks industry portion of the S&P TMI.
To be eligible for inclusion in the Underlying Index,
companies must be in the S&P TMI and must be included in the relevant Global Industry Classification Standard (GICS) industry. The
GICS was developed to establish a global standard for categorizing companies into sectors and industries. In addition to the above, companies
must satisfy one of the two following combined size and liquidity criteria:
• float-adjusted market capitalization above US$2 billion and float-adjusted liquidity ratio above 100%;
or
• float-adjusted market capitalization above US$1 billion and float-adjusted liquidity ratio above 50%.
All U.S. companies satisfying these requirements
are included in the Underlying Index. The total number of companies in the Underlying Index should be at least 35. If there are fewer
than 35 stocks, stocks from a supplementary list of highly correlated sub-industries that meet the market capitalization and liquidity
thresholds above are included in order of their float-adjusted market capitalization to reach 35 constituents. Minimum market capitalization
requirements may be relaxed to ensure there are at least 22 companies in the Underlying Index as of each rebalancing effective date.
Eligibility factors include:
• Market Capitalization: Float-adjusted market capitalization should be at least US$1 billion for inclusion
in the Underlying Index.
• Liquidity: The liquidity measurement used is a liquidity ratio, defined as dollar value traded over
the previous 12-months divided by the float-adjusted market capitalization as of the Underlying Index rebalancing reference date. Stocks
having a float-adjusted market capitalization above US$2 billion must have a liquidity ratio greater than 100% to be eligible for addition
to the Underlying Index. Stocks having a float-adjusted market capitalization between US$1 and US$2 billion must have a liquidity ratio
greater than 50% to be eligible for addition to the Underlying Index. Existing index constituents must have a liquidity ratio greater
than 50% to remain in the Underlying Index at the quarterly rebalancing. The length of time to evaluate liquidity is reduced to the available
trading period for IPOs or spin-offs that do not have 12 months of trading history.
Takeover Restrictions: At the discretion of S&P®,
constituents with shareholder ownership restrictions defined in company bylaws may be deemed ineligible for inclusion in the Underlying
Index. Ownership restrictions preventing entities from replicating the index weight of a company may be excluded from the eligible universe
or removed from the Underlying Index.
Turnover: S&P® believes turnover
in index membership should be avoided when possible. At times, a company may appear to temporarily violate one or more of the addition
criteria. However, the addition criteria are for addition to the Underlying Index, not for continued membership. As a result, an index
constituent that appears to violate the criteria for addition to the Underlying Index will not be deleted unless ongoing conditions warrant
a change in the composition of the Underlying Index.
Computation of the Underlying Index
The Underlying Index is calculated as the Underlying
Index market value divided by the divisor. In an equal-weighted index like the Underlying Index, the market capitalization of each stock
used in the calculation of the index market value is redefined so that each stock has an equal weight in the index on each rebalancing
date. The adjusted market capitalization for each stock in the index is calculated as the product of the stock price, the number of shares
outstanding, the stock’s float factor and the adjustment factor.
A stock’s float factor refers to the number
of shares outstanding that are available to investors. S&P indices exclude shares closely held by control groups from the Underlying
Index calculation because such shares are not available to investors. For each stock, S&P calculates an Investable Weight Factor (IWF)
which is the percentage of total shares outstanding that are included in the Underlying Index calculation.
The adjustment factor for each stock is assigned
at each rebalancing date and is calculated by dividing a specific constant set for the purpose of deriving the adjustment factor (often
referred to as modified index shares) by the number of stocks in the Underlying Index multiplied by the float adjusted market
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-16 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
value of such stock on such rebalancing date.
Adjustments are also made to ensure that no stock
in the Underlying Index will have a weight that exceeds the value that can be traded in a single day for a theoretical portfolio of $2
billion. Theoretical portfolio values are reviewed annually and any updates are made at the discretion of the Underlying Index committee,
as defined below. The maximum basket liquidity weight for each stock in the Underlying Index will be calculated using the ratio of its
three-month median daily value traded to the theoretical portfolio value of $2 billion. Each stock’s weight in the Underlying Index
is then compared to its maximum basket liquidity weight and is set to the lesser of (1) its maximum basket liquidity weight or (2) its
initial equal weight. All excess weight is redistributed across the Underlying Index to the uncapped stocks. If necessary, a final adjustment
is made to ensure that no stock in the Underlying Index has a weight greater than 4.5%. No further adjustments are made if the latter
step would force the weight of those stocks limited to their maximum basket liquidity weight to exceed that weight. If the Underlying
Index contains exactly 22 stocks as of the rebalancing effective date, the Underlying Index will be equally weighted without basket liquidity
constraints.
If a company has more than one share class line
in the S&P Total Market Index, such company will be represented once by the designated listing (generally the share class with both
(i) the highest one-year trading liquidity as defined by median daily value traded and (ii) the largest float-adjusted market capitalization).
S&P reviews designated listings on an annual basis and any changes are implemented after the close of the third Friday in September.
The last trading day in July is used as the reference date for the liquidity and market capitalization data in such determination. Once
a listed share class line is added to the Underlying Index, it may be retained in the Underlying Index even though it may appear to violate
certain constituent addition criteria. For companies that issue a second publicly traded share class to Underlying Index share class holders,
the newly issued share class line will be considered for inclusion if the event is mandatory and the market capitalization of the distributed
class is not considered to be de minimis.
The Underlying Index is calculated by using the
divisor methodology used in all S&P equity indices. The initial divisor was set to have a base value of 1,000 on June 20, 2003. The
Underlying Index level is the Underlying Index market value divided by the Underlying Index divisor. In order to maintain Underlying Index
series continuity, it is also necessary to adjust the divisor at each rebalancing. Therefore, the divisor (after rebalancing) equals the
Underlying Index market value (after rebalancing) divided by the Underlying Index value before rebalancing. The divisor keeps the Underlying
Index comparable over time and is one manipulation point for adjustments to the Underlying Index, which we refer to as maintenance of
the Underlying Index.
Historical Performance of the KBE
The following graph sets forth the daily historical
performance of the KBE in the period from January 2, 2019 through the pricing date. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On February 29, 2024,
the Closing Market Price of the KBE was $44.42.
This historical data on the KBE is not necessarily
indicative of the future performance of the KBE or what the value of the Notes may be. Any historical upward or downward trend in the
Closing Market Price of the KBE during any period set forth above is not an indication that the Closing Market Price of the KBE is more
or less likely to increase or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult
publicly available sources for the Closing Market Prices and trading pattern of the KBE.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-17 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
The iShares® Russell 2000® Value ETF
The shares of the iShares® Russell 2000
Value ETF are issued by iShares® Trust, a registered investment company.
|
· |
The IWN is a tracking ETF that seeks investment results which correspond generally to the price and yield performance, before fees
and expenses, of the Russell 2000® Value Index. |
|
· |
The IWN’s shares trade on the NYSE Arca under the ticker symbol “IWN”. |
|
· |
The iShares® Trust’s SEC CIK Number is 0001100663. |
|
· |
IWN’s inception date was May 22, 2000. |
|
· |
The IWN’s shares are issued or redeemed only in creation units of 50,000 shares or multiples thereof. |
We obtained the following fee information from the iShares® website without independent verification. The investment advisor is entitled to receive a management fee from the IWN based on the IWN’s
allocable portion of an aggregate management fee based on the aggregate average daily net assets of the IWN and a set of other specified
iShares® funds (together, the “funds”) as follows: 0.2500% per annum of the aggregate net assets less than
or equal to $46 billion, plus 0.2375% per annum of the aggregate net assets in excess of $46 billion, up to and including $81 billion,
plus 0.2257% per annum of the aggregate net assets in excess of $81 billion, up to and including $111 billion, plus 0.2144% per annum
of the aggregate net assets in excess of $111 billion, up to and including $141 billion, plus 0.2037% per annum of the aggregate net assets
in excess of $141 billion, up to and including $171 billion, plus 0.1935% per annum of the aggregate net assets in excess of $171 billion.
As of March 31, 2023, the aggregate expense ratio of the IWN was 0.24% per annum.
The investment advisory agreement between iShares® Trust and BFA provides that BFA will pay all operating expenses of the IWN, except the management fees, interest expenses, taxes, expenses
incurred with respect to the acquisition and disposition of portfolio securities and the execution of portfolio transactions, including
brokerage commissions, distribution fees or expenses, litigation expenses and any extraordinary expenses.
For additional information regarding iShares® Trust or BFA, please consult the reports (including the Annual Report to Shareholders on Form N-CSR for the fiscal year ended March 31,
2021) and other information iShares® Trust files with the SEC. In addition, information regarding the IWN (including the
top ten holdings and weights and sector weights), may be obtained from other sources including, but not limited to, press releases, newspaper
articles, other publicly available documents, and the iShares® website at us.ishares.com/product_info/fund/overview/IWN.htm.
We are not incorporating by reference the website, the sources listed above or any material they include in this pricing supplement.
Investment Objective
The IWN seeks to track the investment results, before
fees and expenses, of the Russell 2000® Value Index, which measures the performance of the small-capitalization value sector
of the U.S. equity market, as defined by FTSE Russell, the sponsor of the Russell 2000® Value Index. The IWN’s investment
objective and the Russell 2000® Value Index may be changed without shareholder approval. Notwithstanding the IWN’s
investment objective, the return on your Notes will not reflect any dividends paid on the IWN shares, on the securities purchased by the
IWN or on the securities that comprise the Russell 2000® Value Index.
Representative Sampling
BFA uses a representative sampling indexing strategy
to manage the IWN. This strategy involves investing in a representative sample of securities that collectively has an investment profile
similar to that of the Russell 2000® Value Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return
variability and yield) and liquidity measures similar to those of the Russell 2000® Value Index.
The IWN generally invests at least 80% of its assets
in the component securities of the Russell 2000® Value Index and in investments that have economic characteristics that
are substantially identical to the component securities of the Russell 2000® Value Index (i.e., depositary receipts representing
securities of the Russell 2000® Value Index) and may invest up to 20% of its assets in certain futures, options and swap
contracts, cash and cash equivalents, including shares of money market funds advised by BFA or its affiliates, as well as in securities
not included in the Russell 2000® Value Index, but which BFA believes will help the IWN track the Russell 2000® Value Index. Also, the IWN may lend securities representing up to one-third of the value of the IWN’s total assets (including the
value of the collateral received).
Tracking Error
The performance of the IWN and the Russell 2000® Value Index may vary due to a variety of factors, including differences between the securities and other instruments held in the IWN’s
portfolio and those included in the Russell 2000® Value Index, pricing differences, transaction costs incurred by the IWN,
the IWN’s holding of uninvested cash, differences in timing of the accrual of or the valuation of dividends or interest, the requirements
to maintain pass-through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders,
acceptance of custom baskets, changes to the Russell 2000® Value Index or the costs of complying with various new or existing
regulatory requirements. Tracking error also may result because the IWN incurs fees and expenses, while the Russell 2000® Value Index does not. The IWN’s use of a representative sampling indexing strategy can be expected to produce a larger tracking
error than would result if the IWN used a replication indexing strategy in which an exchange traded fund invests in substantially all
of the securities in its index in approximately the same proportions as in the Russell 2000® Value Index.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-18 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Industry Concentration Policy
The IWN will concentrate its investments (i.e., hold
25% or more of its total assets) in a particular industry or group of industries to approximately the same extent that the Russell 2000® Value Index is concentrated.
The Russell 2000® Value Index
The Russell 2000® Value Index measures
the capitalization-weighted price performance of the stocks included in the Russell 2000® Index that are determined by
FTSE Russell to be value oriented, with lower price-to-book ratios and lower forecasted growth. The Russell 2000® Index
tracks 2,000 U.S. small-capitalization stocks listed on eligible U.S. exchanges (the “Russell 2000 Stocks”). The Russell 2000® Value Index is reported by Bloomberg L.P. under the ticker symbol “RUJ.”
FTSE Russell’s Value and Growth Style Methodology
FTSE Russell uses a “non-linear probability”
method to assign stocks to the Russell 2000® Value Index and the Russell 2000® Growth Index (the “Growth
Index”), an index that measures the capitalization-weighted price performance of the Russell 2000 Stocks determined by FTSE Russell
to be growth oriented, with higher price-to-book ratios and higher forecasted and historical growth. FTSE Russell uses three variables
in the determination of value and growth. For value, book-to-price (B/P) ratio is used, while for growth, two variables—I/B/E/S
forecast medium-term growth (2-year) and sales per share historical growth (5-year)—are used. The term “probability”
is used to indicate the degree of certainty that a stock is value or growth based on its relative book-to-price (B/P) ratio, I/B/E/S forecast
medium-term growth (2 year) and sales per share historical growth (5 year).
First, the Russell 2000 Stocks are ranked by their adjusted
book-to-price ratio (B/P), their I/B/E/S forecast medium-term growth (2 year) and sales per share historical growth (5 year). These rankings
are then converted to standardized units, where the value variable represents 50% of the score and the two growth variables represent
the remaining 50%. Next, these units are combined to produce a composite value score (“CVS”).
The Russell 2000 Stocks are then ranked by their CVS,
and a probability algorithm is applied to the CVS distribution to assign growth and value weights to each stock. In general, a stock with
a lower CVS is considered growth, a stock with a higher CVS is considered value and a stock with a CVS in the middle range is considered
to have both growth and value characteristics, and is weighted proportionately in the Growth Index and the Russell 2000® Value Index. Stocks are always fully represented by the combination of their growth and value weights (e.g., a stock that is given a 20%
weight in the Russell 2000® Value Index will have an 80% weight in the Growth Index). Style index assignment for non-pricing
vehicle share classes will be based on that of the pricing vehicle and assigned consistently across all additional share classes.
Stock A, in the figure below, is a security with 20%
of its available shares assigned to the Russell 2000® Value Index and the remaining 80% assigned to the Growth Index. The
growth and value probabilities will always sum to 100%. Hence, the sum of a stock’s market capitalization in the Growth Index and
the Russell 2000® Value Index will always equal its market capitalization in the Russell 2000® Index.
In the figure above, the quartile breaks are calculated
such that approximately 25% of the available market capitalization lies in each quartile. Stocks at the median are divided 50% in each
of the Growth Index and the Russell 2000® Value Index. Stocks below the first quartile are 100% in the Growth Index. Stocks
above the third quartile are 100% in the Russell 2000® Value Index. Stocks falling between the first and third quartile
breaks are included in both the Growth Index and the Russell 2000® Value Index to varying degrees, depending on how far
they are above or below the median and how close they are to the first or third quartile breaks.
Roughly 72% of the available market capitalization is
classified as all growth or all value. The remaining 30% have some portion of their market value in either the Russell 2000® Value Index or the Growth Index, depending on their relative distance from the median value score. Note that there is a small position
cutoff rule. If a stock’s weight is more than 95% in one style index, its weight is increased to 100% in that index.
In an effort to mitigate unnecessary turnover, FTSE
Russell implements a banding methodology at the CVS level of the growth and value style algorithm. If a company’s CVS change from
the previous year is greater than or equal to +/- 0.10 and if the company remains in the Russell 2000® Index, then the
CVS remains unchanged during the next reconstitution process. Keeping the CVS static for these companies does not mean the probability
(growth/value) will remain unchanged in all cases due to the relation of a CVS score to the overall index. However, this banding methodology
is intended to reduce turnover caused by smaller, less meaningful movements while continuing to allow the larger, more meaningful changes
to occur, signaling a true change in a company’s relation to the market.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-19 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
In calculating growth and value weights, stocks with
missing or negative values for B/P, or missing values for I/B/E/S growth (negative I/B/E/S growth is valid), or missing sales per share
historical growth (6 years of quarterly numbers are required), are allocated by using the mean value score of the Industry Classification
Benchmark (“ICB”) industry, subsector or sector group of the Russell 2000® Index into which the company falls.
Each missing (or negative B/P) variable is substituted with the industry, subsector or sector group independently. An industry must have
five members or the substitution reverts to the subsector, and so forth to the sector. In addition, a weighted value score is calculated
for securities with low analyst coverage for I/B/E/S medium-term growth. For securities with coverage by a single analyst, 2/3 of the
industry, subsector, or sector group value score is weighted with 1/3 the security’s independent value score. For those securities
with coverage by two analysts, 2/3 of the independent security’s value score is used and only 1/3 of the industry, subsector, or
sector group is weighted. For those securities with at least three analysts contributing to the I/B/E/S medium-term growth, 100% of the
independent security’s value score is used.
Selection of Stocks Comprising the Russell 2000® Index
All companies eligible for inclusion in the Russell
2000® Index must be classified as a U.S. company under FTSE Russell’s country-assignment methodology. If a company
is incorporated, has a stated headquarters location, and trades in the same country (American Depositary Receipts and American Depositary
Shares are not eligible), then the company is assigned to its country of incorporation. If any of the three factors are not the same,
FTSE Russell defines three Home Country Indicators (“HCIs”): country of incorporation, country of headquarters, and country
of the most liquid exchange (as defined by a two-year average daily dollar trading volume) from all exchanges within a country. Using
the HCIs, FTSE Russell compares the primary location of the company’s assets with the three HCIs. If the primary location of its
assets matches any of the HCIs, then the company is assigned to the primary location of its assets. If there is insufficient information
to determine the country in which the company’s assets are primarily located, FTSE Russell will use the country from which the company’s
revenues are primarily derived for the comparison with the three HCIs in a similar manner. FTSE Russell uses the average of two years
of assets or revenues data to reduce potential turnover. If conclusive country details cannot be derived from assets or revenues data,
FTSE Russell will assign the company to the country of its headquarters, which is defined as the address of the company’s principal
executive offices, unless that country is a Benefit Driven Incorporation (“BDI”) country, in which case the company will be
assigned to the country of its most liquid stock exchange. BDI countries include: Anguilla, Antigua and Barbuda, Bahamas, Barbados, Belize,
Bermuda, Bonaire, British Virgin Islands, Cayman Islands, Channel Islands, Cook Islands, Curacao, Faroe Islands, Gibraltar, Guernsey,
Isle of Man, Jersey, Liberia, Marshall Islands, Panama, Saba, Sint Eustatius, Sint Maarten, and Turks and Caicos Islands. For any companies
incorporated or headquartered in a U.S. territory, including Puerto Rico, Guam, and U.S. Virgin Islands, a U.S. HCI is assigned.
All securities eligible for inclusion in the Russell
2000® Index must trade on a major U.S. exchange. Stocks must have a closing price at or above $1.00 on their primary
exchange on the last trading day in May to be eligible for inclusion during annual reconstitution. However, in order to reduce unnecessary
turnover, if an existing member’s closing price is less than $1.00 on the last day of May, it will be considered eligible if the
average of the daily closing prices (from its primary exchange) during the month of May is equal to or greater than $1.00. Initial public
offerings are added each quarter and must have a closing price at or above $1.00 on the last day of their eligibility period in order
to qualify for index inclusion. If an existing stock does not trade on the “rank day” (typically the last trading day
in May but a confirmed timetable is announced each spring) but does have a closing price at or above $1.00 on another eligible U.S.
exchange, that stock will be eligible for inclusion.
An important criterion used to determine the list of
securities eligible for the Russell 2000® Index is total market capitalization, which is defined as the market price as
of the last trading day in May for those securities being considered at annual reconstitution times the total number of shares outstanding.
Where applicable, common stock, non-restricted exchangeable shares and partnership units/membership interests are used to determine market
capitalization. Any other form of shares such as preferred stock, convertible preferred stock, redeemable shares, participating preferred
stock, warrants and rights, installment receipts or trust receipts, are excluded from the calculation. If multiple share classes of common
stock exist, they are combined. In cases where the common stock share classes act independently of each other (e.g., tracking stocks),
each class is considered for inclusion separately. If multiple share classes exist, the pricing vehicle will be designated as the share
class with the highest two-year trading volume as of the rank day in May.
Companies with a total market capitalization of less
than $30 million are not eligible for the Russell 2000® Index. Similarly, companies with only 5% or less of their shares
available in the marketplace are not eligible for the Russell 2000® Index. Royalty trusts, limited liability companies,
closed-end investment companies (companies that are required to report Acquired Fund Fees and Expenses, as defined by the SEC, including
business development companies), blank check companies, special purpose acquisition companies, and limited partnerships are also ineligible
for inclusion. Bulletin board, pink sheets, and over-the-counter traded securities are not eligible for inclusion. Exchange traded funds
and mutual funds are also excluded.
Annual reconstitution is a process by which the Russell
2000® Index is completely rebuilt. Based on closing prices of the company’s common stock on its primary exchange
on the rank day of May of each year, FTSE Russell reconstitutes the composition of the Russell 2000® Index using the then
existing market capitalizations of eligible companies. Reconstitution of the Russell 2000® Index occurs on the last Friday
in June or, when the last Friday in June is the 29th or 30th, reconstitution occurs on the prior Friday. In addition, FTSE Russell adds
initial public offerings to the Russell 2000® Index on a quarterly basis based on total market capitalization ranking within
the market-adjusted capitalization breaks established during the most recent reconstitution. After membership is determined,
a security’s shares are adjusted to include only those shares available to the public. This is often referred to as “free
float.” The purpose of the adjustment is to exclude from market calculations the capitalization that is not available for purchase
and is not part of the investable opportunity set.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-20 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Historical Performance of the IWN
The following graph sets forth the daily historical
performance of the IWN in the period from January 2, 2019 through the pricing date. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On February 29, 2024,
the Closing Market Price of the IWN was $153.00.
This historical data on the IWN is not necessarily
indicative of the future performance of the IWN or what the value of the Notes may be. Any historical upward or downward trend in the
Closing Market Price of the IWN during any period set forth above is not an indication that the Closing Market Price of the IWN is more
or less likely to increase or decrease at any time over the term of the Notes.
Before investing in the Notes, you should consult
publicly available sources for the Closing Market Prices and trading pattern of the IWN.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-21 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Supplement to the Plan of Distribution; Role of BofAS and Conflicts
of Interest
BofAS, a broker-dealer affiliate of ours, is a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of
the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA Rule 5121. BofAS may not make sales in this
offering to any of its discretionary accounts without the prior written approval of the account holder.
We will deliver the Notes against payment therefor
in New York, New York on a date that is greater than two business days 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 two business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than two business days prior to the original
issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Under our distribution agreement with BofAS, BofAS
will purchase the Notes from us as principal at the public offering price indicated on the cover of this pricing supplement, less the
indicated underwriting discount, if any. BofAS will sell the Notes to other broker-dealers that will participate in the offering and that
are not affiliated with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the Notes to one or more
additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase
or repurchase the Notes at the same discount. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may
forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these
fee-based advisory accounts may be as low as $982.50 per $1,000.00 in principal amount of Notes.
BofAS and any of our other broker-dealer affiliates
may use this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for offers and sales in
secondary market transactions and market-making transactions in the Notes. However, they are not obligated to engage in such secondary
market transactions and/or market-making transactions. These broker-dealer affiliates may act as principal or agent in these transactions,
and any such sales will be made at prices related to prevailing market conditions at the time of the sale.
At BofAS’s discretion, for a short, undetermined
initial period after the issuance of the Notes, BofAS may offer to buy the Notes in the secondary market at a price that may exceed the
initial estimated value of the Notes. Any price offered by BofAS for the Notes will be based on then-prevailing market conditions and
other considerations, including the performance of the Underlyings and the remaining term of the Notes. However, none of us, the Guarantor,
BofAS or any of our other affiliates is obligated to purchase your Notes at any price or at any time, and we cannot assure you that any
party will purchase your Notes at a price that equals or exceeds the initial estimated value of the Notes.
Any price that BofAS may pay to repurchase the Notes
will depend upon then prevailing market conditions, the creditworthiness of us and the Guarantor, and transaction costs. At certain times,
this price may be higher than or lower than the initial estimated value of the Notes.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying
product supplement, the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus
Regulation (as defined below). This pricing supplement, the accompanying product supplement, the accompanying prospectus and the accompanying
prospectus supplement have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the “EEA”)
or in the United Kingdom (each, a “Relevant State”) will only be made to a legal entity which is a qualified investor under
the Prospectus Regulation (“Qualified Investors”). Accordingly any person making or intending to make an offer in that Relevant
State of Notes which are the subject of the offering contemplated in this pricing supplement, the accompanying product supplement, the
accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified Investors. Neither BofA Finance
nor BAC has authorized, nor does it authorize, the making of any offer of Notes other than to Qualified Investors. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129.
PROHIBITION OF SALES
TO EEA AND UNITED KINGDOM RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes:
(a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution
Directive) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the Prospectus Regulation; and (b) the expression “offer” includes the communication
in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor
to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors
in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this pricing supplement, the
accompanying product supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials
relating to the issue of the Notes offered hereby is not being made, and such documents and/or
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-22 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
materials have not been approved, by an authorized
person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “Relevant
Persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which
this pricing supplement, the accompanying product supplement, the accompanying prospectus supplement and the accompanying prospectus relates
will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this pricing supplement, the accompanying product supplement, the accompanying prospectus supplement or the accompanying prospectus
or any of their contents.
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or
caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BofA Finance, as Issuer, or BAC, as Guarantor.
All applicable provisions of the FSMA must be complied
with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-23 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Structuring the Notes
The Notes are our debt securities, the return on
which is linked to the performance of the Underlyings. The related guarantee is BAC’s obligation. As is the case for all of our
and BAC’s respective debt securities, including our market-linked notes, the economic terms of the Notes reflect our and BAC’s
actual or perceived creditworthiness at the time of pricing. In addition, because market-linked notes result in increased operational,
funding and liability management costs to us and BAC, BAC typically borrows the funds under these types of notes at a rate, which we refer
to in this pricing supplement as BAC’s internal funding rate, that is more favorable to BAC than the rate that it might pay for
a conventional fixed or floating rate debt security. This generally relatively lower internal funding rate, which is reflected in the
economic terms of the Notes, along with the fees and charges associated with market-linked notes, resulted in the initial estimated value
of the Notes on the pricing date being less than their public offering price.
In order to meet our payment obligations on the
Notes, at the time we issue the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options
or other derivatives) with BofAS or one of our other affiliates. The terms of these hedging arrangements are determined based upon terms
provided by BofAS and its affiliates, and take into account a number of factors, including our and BAC’s creditworthiness, interest
rate movements, the volatility of the Underlyings, the tenor of the Notes and the hedging arrangements. The economic terms of the Notes
and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements
will include hedging related charges, reflecting the costs associated with, and our affiliates’ profit earned from, these hedging
arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these hedging
transactions may be more or less than any expected amounts.
For further information, see “Risk Factors”
beginning on page PS-9 and “Supplemental Use of Proceeds” on page PS-19 of the accompanying product supplement.
Validity of the Notes
In the opinion of McGuireWoods LLP, as counsel to
BofA Finance, as issuer, and BAC, as guarantor, when the trustee has made the appropriate entries or notations on Schedule 1 to the master
global note that represents the Notes (the “Master Note”) identifying the Notes offered hereby as supplemental obligations
thereunder in accordance with the instructions of BofA Finance, and the Notes have been delivered against payment therefor as contemplated
in this pricing supplement and the related prospectus, prospectus supplement and product supplement, all in accordance with the provisions
of the indenture governing the Notes and the related guarantee, such Notes will be the legal, valid and binding obligations of BofA Finance,
and the related guarantee will be the legal, valid and binding obligation of BAC, subject, in each case, to the effects of applicable
bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium
and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of the
date of this pricing supplement and is limited to the Delaware General Corporation Law and the Delaware Limited Liability Company Act
(including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting
either of the foregoing) and the laws of the State of New York as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution and delivery of the indenture governing the Notes and due authentication
of the Master Note, the validity, binding nature and enforceability of the indenture governing the Notes and the related guarantee with
respect to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted
to McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof,
the authenticity of the originals of such copies and certain factual matters, all as stated in the opinion letter of McGuireWoods LLP
dated December 8, 2022, which has been filed as an exhibit to the Registration Statement (File Nos. 333-268718 and 333-268718-01) of BAC
and BofA Finance, filed with the SEC on December 8, 2022.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-24 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
U.S. Federal Income Tax Summary
The following summary of the material U.S. federal
income and estate tax considerations of the acquisition, ownership, and disposition of the Notes supplements, and to the extent inconsistent
supersedes, the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus and is not exhaustive
of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”) (including proposed and temporary regulations),
rulings, current administrative interpretations and official pronouncements of the IRS, and judicial decisions, all as currently in effect
and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This
summary does not include any description of the tax laws of any state or local governments, or of any foreign government, that may be
applicable to a particular holder.
Although the Notes are issued by us, they will be
treated as if they were issued by BAC for U.S. federal income tax purposes. Accordingly throughout this tax discussion, references to
“we,” “our” or “us” are generally to BAC unless the context requires otherwise.
This summary is directed solely to U.S. Holders
and Non-U.S. Holders that, except as otherwise specifically noted, will purchase the Notes upon original issuance and will hold the Notes
as capital assets within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are not
excluded from the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus.
You should consult your own tax advisor concerning
the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the Notes, as well as any tax consequences arising
under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
General
Although there is no statutory, judicial, or administrative
authority directly addressing the characterization of the Notes, we intend to treat the Notes for all tax purposes as contingent income-bearing
single financial contracts with respect to the Underlyings and under the terms of the Notes, we and every investor in the Notes agree,
in the absence of an administrative determination or judicial ruling to the contrary, to treat the Notes in accordance with such characterization.
In the opinion of our counsel, Sidley Austin LLP, it is reasonable to treat the Notes as contingent income-bearing single financial contracts
with respect to the Underlyings. However, Sidley Austin LLP has advised us that it is unable to conclude that it is more likely than not
that this treatment will be upheld. This discussion assumes that the Notes constitute contingent income-bearing single financial contracts
with respect to the Underlyings for U.S. federal income tax purposes. If the Notes did not constitute contingent income-bearing single
financial contracts, the tax consequences described below would be materially different.
This characterization of the Notes is not binding
on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or
any similar instruments for U.S. federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper
characterization and treatment. Due to the absence of authorities on point, significant aspects of the U.S. federal income tax consequences
of an investment in the Notes are not certain, and no assurance can be given that the IRS or any court will agree with the characterization
and tax treatment described in this pricing supplement. Accordingly, you are urged to consult your tax advisor regarding all aspects of
the U.S. federal income tax consequences of an investment in the Notes, including possible alternative characterizations.
Unless otherwise stated, the following discussion
is based on the characterization described above. The discussion in this section assumes that there is a significant possibility of a
significant loss of principal on an investment in the Notes.
We will not attempt to ascertain whether the issuer
of an Underlying or the issuer of any component stock included in an Underlying that is an index would be treated as a “passive
foreign investment company” (“PFIC”), within the meaning of Section 1297 of the Code, or a United States real property
holding corporation, within the meaning of Section 897(c) of the Code. If the issuer of an Underlying or the issuer of one or more stocks
included in an Underlying that is an index were so treated, certain adverse U.S. federal income tax consequences could possibly apply
to a holder of the Notes. You should refer to information filed with the SEC by the issuer of an Underlying or the issuers of the component
stocks included in each Underlying that is an index and consult your tax advisor regarding the possible consequences to you, if any, if
the issuer of an Underlying or the issuer of any component stock included in an Underlying that is an index is or becomes a PFIC or is
or becomes a United States real property holding corporation.
U.S. Holders
Although the U.S. federal income tax treatment of
any Contingent Coupon Payment on the Notes is uncertain, we intend to take the position, and the following discussion assumes, that any
Contingent Coupon Payment constitutes taxable ordinary income to a U.S. Holder at the time received or accrued in accordance with the
U.S. Holder’s regular method of accounting. By purchasing the Notes you agree, in the absence of an administrative determination
or judicial ruling to the contrary, to treat any Contingent Coupon Payment as described in the preceding sentence.
Upon receipt of a cash payment at maturity or upon
a sale, exchange, or redemption of the Notes prior to maturity, a U.S. Holder generally will recognize capital gain or loss equal to the
difference between the amount realized (other than amounts representing any Contingent Coupon Payment, which would be taxed as described
above) and the U.S. Holder’s tax basis in the Notes. A U.S. Holder’s tax basis in the Notes will equal the amount paid by
that holder to acquire them. Subject to the discussion below concerning the possible application of the “constructive ownership”
rules of Section 1260 of
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-25 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
the Code, this capital gain or loss generally will
be long-term capital gain or loss if the U.S. Holder held the Notes for more than one year. The deductibility of capital losses is subject
to limitations.
Possible Application of Section 1260 of the Code. Since two of the Underlyings are the type of financial assets described under Section 1260 of the Code (including, among others, any
equity interest in pass-through entities such as exchange traded funds, regulated investment companies, real estate investment trusts,
partnerships, and passive foreign investment companies, each a “Section 1260 Financial Asset”), while the matter is not entirely
clear, there may exist a risk that an investment in the Notes will be treated , in whole or in part, as a “constructive ownership
transaction” to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital
gain recognized by a U.S. Holder in respect of the Notes will be recharacterized as ordinary income (the “Excess Gain”). In
addition, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would
have resulted in gross income inclusion for the U.S. Holder in taxable years prior to the taxable year of the sale, exchange, redemption,
or settlement (assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange,
redemption, or settlement).
If an investment in the Notes is treated as a constructive
ownership transaction, it is not clear to what extent any long-term capital gain of a U.S. Holder in respect of the Notes will be recharacterized
as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary
income in respect of the Notes will equal the excess of (i) any long-term capital gain recognized by the U.S. Holder in respect of the
Notes and attributable to Section 1260 Financial Assets, over (ii) the “net underlying long-term capital gain” (as defined
in Section 1260 of the Code) such U.S. Holder would have had if such U.S. Holder had acquired an amount of the corresponding Section 1260
Financial Assets at fair market value on the original issue date for an amount equal to the portion of the issue price of the Notes attributable
to the corresponding Section 1260 Financial Assets and sold such amount of Section 1260 Financial Assets at maturity or upon sale, exchange
or redemption of the Notes at fair market value. Unless otherwise established by clear and convincing evidence, the net underlying long-term
capital gain is treated as zero and therefore it is possible that all long-term capital gain recognized by a U.S. Holder in respect of
the Notes will be recharacterized as ordinary income if Section 1260 of the Code applies to an investment in the Notes. U.S. Holders should
consult their tax advisors regarding the potential application of Section 1260 of the Code to an investment in the Notes.
As described below, the IRS, as indicated in Notice
2008-2 (the “Notice”), is considering whether Section 1260 of the Code generally applies or should apply to the Notes, including
in situations where the Underlyings are not the type of financial asset described under Section 1260 of the Code.
Alternative Tax Treatments. Due to the absence
of authorities that directly address the proper tax treatment of the Notes, prospective investors are urged to consult their tax advisors
regarding all possible alternative tax treatments of an investment in the Notes. In particular, the IRS could seek to subject the Notes
to the Treasury regulations governing contingent payment debt instruments. If the IRS were successful in that regard, the timing and character
of income on the Notes would be affected significantly. Among other things, a U.S. Holder would be required to accrue original issue discount
every year at a “comparable yield” determined at the time of issuance. In addition, any gain realized by a U.S. Holder at
maturity or upon a sale, exchange, or redemption of the Notes generally would be treated as ordinary income, and any loss realized at
maturity or upon a sale, exchange, or redemption of the Notes generally would be treated as ordinary loss to the extent of the U.S. Holder’s
prior accruals of original issue discount, and as capital loss thereafter.
In addition, it is possible that the Notes could
be treated as a unit consisting of a deposit and a put option written by the Note holder, in which case the timing and character of income
on the Notes would be affected significantly.
The Notice sought comments from the public on the
taxation of financial instruments currently taxed as “prepaid forward contracts.” This Notice addresses instruments such as
the Notes. According to the Notice, the IRS and Treasury are considering whether a holder of an instrument such as the Notes should be
required to accrue ordinary income on a current basis, regardless of whether any payments are made prior to maturity. It is not possible
to determine what guidance the IRS and Treasury will ultimately issue, if any. Any such future guidance may affect the amount, timing
and character of income, gain, or loss in respect of the Notes, possibly with retroactive effect.
The IRS and Treasury are also considering additional
issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether foreign holders
of such instruments should be subject to withholding tax on any deemed income accruals, whether Section 1260 of the Code, concerning certain
“constructive ownership transactions,” generally applies or should generally apply to such instruments, and whether any of
these determinations depend on the nature of the underlying asset.
In addition, proposed Treasury regulations require
the accrual of income on a current basis for contingent payments made under certain notional principal contracts. The preamble to the
regulations states that the “wait and see” method of accounting does not properly reflect the economic accrual of income on
those contracts, and requires current accrual of income for some contracts already in existence. While the proposed regulations do not
apply to prepaid forward contracts, the preamble to the proposed regulations expresses the view that similar timing issues exist in the
case of prepaid forward contracts. If the IRS or Treasury publishes future guidance requiring current economic accrual for contingent
payments on prepaid forward contracts, it is possible that you could be required to accrue income over the term of the Notes.
Because of the absence of authority regarding the
appropriate tax characterization of the Notes, it is also possible that the IRS could seek to characterize the Notes in a manner that
results in tax consequences that are different from those described above. For example, the IRS could possibly assert that any gain or
loss that a holder may recognize at maturity or upon the sale, exchange, or redemption of the Notes should be treated as ordinary gain
or loss.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-26 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Because one Underlying is an index that periodically
rebalances, it is possible that the Notes could be treated as a series of contingent income-bearing single financial contracts, each of
which matures on the next rebalancing date. If the Notes were properly characterized in such a manner, a U.S. Holder would be treated
as disposing of the Notes on each rebalancing date in return for new Notes that mature on the next rebalancing date, and a U.S. Holder
would accordingly likely recognize capital gain or loss on each rebalancing date equal to the difference between the holder’s tax
basis in the Notes (which would be adjusted to take into account any prior recognition of gain or loss) and the fair market value of the
Notes on such date.
Non-U.S. Holders
Because the U.S. federal income tax treatment of
the Notes (including any Contingent Coupon Payment) is uncertain, we (or the applicable paying agent) will withhold U.S. federal income
tax at a 30% rate (or at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon Payment made
unless such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. (in which case,
to avoid withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We (or the applicable paying agent) will not pay
any additional amounts in respect of such withholding. To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain a taxpayer
identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits article, if applicable.
In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders that are entities rather than individuals.
The availability of a lower rate of withholding under an applicable income tax treaty will depend on whether such rate applies to the
characterization of the payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal
withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for
refund with the IRS.
Except as discussed below, a Non-U.S. Holder generally
will not be subject to U.S. federal income or withholding tax for amounts paid in respect of the Notes (not including, for the avoidance
of doubt, amounts representing any Contingent Coupon Payment which would be subject to the rules discussed in the previous paragraph)
upon the sale, exchange, or redemption of the Notes or their settlement at maturity, provided that the Non-U.S. Holder complies with applicable
certification requirements and that the payment is not effectively connected with the conduct by the Non-U.S. Holder of a U.S. trade or
business. Notwithstanding the foregoing, gain from the sale, exchange, or redemption of the Notes or their settlement at maturity may
be subject to U.S. federal income tax if that Non-U.S. Holder is a non-resident alien individual and is present in the U.S. for 183 days
or more during the taxable year of the sale, exchange, redemption, or settlement and certain other conditions are satisfied.
If a Non-U.S. Holder of the Notes is engaged in
the conduct of a trade or business within the U.S. and if any Contingent Coupon Payment and gain realized on the settlement at maturity,
or upon sale, exchange, or redemption of the Notes, is effectively connected with the conduct of such trade or business (and, if certain
tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.), the Non-U.S. Holder,
although exempt from U.S. federal withholding tax, generally will be subject to U.S. federal income tax on such Contingent Coupon Payment
and gain on a net income basis in the same manner as if it were a U.S. Holder. Such Non-U.S. Holders should read the material under the
heading “—U.S. Holders,” for a description of the U.S. federal income tax consequences of acquiring, owning, and disposing
of the Notes. In addition, if such Non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30%
(or such lower rate provided by any applicable tax treaty) of a portion of its earnings and profits for the taxable year that are effectively
connected with its conduct of a trade or business in the U.S., subject to certain adjustments.
A “dividend equivalent” payment is treated
as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid
to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”)
that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying
security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment
with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding on dividend equivalent
payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2025. Based on our
determination that the Notes are not delta-one instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent
payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income
tax purposes upon the occurrence of certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could
be treated as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions
in respect of the Underlyings or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding
tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding,
we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect
to amounts so withheld.
As discussed above, alternative characterizations
of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification
of the law, by regulation or otherwise, cause payments as to the Notes to become subject to withholding tax in addition to the withholding
tax described above, tax will be withheld at the applicable statutory rate. Prospective Non-U.S. Holders should consult their own tax
advisors regarding the tax consequences of such alternative characterizations.
U.S. Federal Estate Tax. Under current law,
while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property is potentially includible in those individuals’
gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual
has retained certain interests or powers), should note that, absent an applicable treaty benefit, a Note is likely to be treated as U.S.
situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the
U.S. federal estate tax consequences of investing in a Note.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-27 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Backup Withholding and Information Reporting
Please see the discussion under “U.S. Federal
Income Tax Considerations — General — Backup Withholding and Information Reporting” in the accompanying prospectus for
a description of the applicability of the backup withholding and information reporting rules to payments made on the Notes.
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-28 |
Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the MSCI Emerging Markets® Index, the SPDR® S&P Bank ETF and the iShares® Russell 2000® Value ETF
Where You Can Find More Information
The terms and risks of the Notes are contained in
this pricing supplement and in the following related product supplement, prospectus supplement and prospectus, which can be accessed at
the following links:
• Product Supplement EQUITY-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm
• Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm
This pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus have been filed as part of a registration statement with the SEC, which may, without
cost, be accessed on the SEC website at www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you invest, you should read
this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus for information about us, BAC and
this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by this
pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. Certain terms used but not defined in
this pricing supplement have the meanings set forth in the accompanying product supplement or prospectus supplement. Unless otherwise
indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,”
or similar references are to BofA Finance, and not to BAC.
The Notes are our senior debt securities. Any payments
on the Notes are fully and unconditionally guaranteed by BAC. The Notes and the related guarantee are not insured by the Federal Deposit
Insurance Corporation or secured by collateral. The Notes will rank equally in right of payment with all of our other unsecured and unsubordinated
obligations, except obligations that are subject to any priorities or preferences by law. The related guarantee will rank equally in right
of payment with all of BAC’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities
or preferences by law, and senior to its subordinated obligations. Any payments due on the Notes, including any repayment of the principal
amount, will be subject to the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor
|
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-29 |
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 $1,635,000.00.
Bank of America (NYSE:BML-L)
Historical Stock Chart
From Aug 2024 to Sep 2024
Bank of America (NYSE:BML-L)
Historical Stock Chart
From Sep 2023 to Sep 2024