(1) Certain dealers who purchase the notes for sale to certain fee-based
advisory accounts and/or eligible institutional investors may forgo some or all of their selling concessions, fees or commissions. The
price to public for investors purchasing the notes in these accounts and/or for an eligible institutional investor may be as low as $985.70
(98.57%) per $1,000 in principal amount of the notes. See “Supplemental Plan of Distribution—Conflicts of Interest”
in this pricing supplement.
(2) We or one of our affiliates may pay varying selling concessions of up
to 1.00% in connection with the distribution of the notes to other registered broker dealers.
RISK FACTORS
Your investment in the notes entails significant
risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made only after carefully
considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances.
The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial
matters in general.
Risks Related to the 2y SOFR Swap Rate
IBA launched the U.S. Dollar SOFR ICE Swap Rate®
for use as a benchmark in order to aid the market’s transition to SOFR and away from U.S. dollar LIBOR. The following discussion
of certain risks relating to the notes is based on information related to the U.S. Dollar SOFR ICE Swap Rate® that
is made publicly available on the ICE Swap Rate® Website as of the date of this pricing supplement, which information is
subject to change at any time after such date. For further information about the U.S. Dollar SOFR ICE Swap Rate®, see
“U.S. Dollar SOFR ICE Swap Rate® And Its Methodology.”
The U.S. Dollar SOFR ICE Swap Rate®
is a new benchmark that was launched by IBA on November 8, 2021. The future performance of the U.S. Dollar SOFR ICE Swap Rate®
cannot be predicted based on the limited historical information available. IBA began publication of the U.S. Dollar SOFR ICE Swap
Rate® on November 8, 2021. As a result, there is very limited historical information on which to evaluate the performance
of this benchmark or on which to base a prediction as to its future performance, which may bear little or no relation to such limited
information. The very limited historical information is not necessarily indicative of the future performance of the U.S. Dollar SOFR ICE
Swap Rate® or the value of the notes, and any historical upward or downward trend in the level of the U.S. Dollar
SOFR ICE Swap Rate® during any period is not an indication that the level of the benchmark is more or less likely
to increase or decrease over the term of the notes. An investment in the notes may involve more risk than investing in notes linked to
benchmarks or indices with established performance records, where a longer history of performance may be available so that you have more
information on which to base an investment decision.
The composition of the U.S. Dollar SOFR ICE Swap
Rate® is not the same as the U.S. Dollar LIBOR ICE Swap Rate®, and the U.S.
Dollar SOFR ICE Swap Rate® is not expected to be a comparable substitute or replacement for the U.S. Dollar
LIBOR ICE Swap Rate®. The U.S. Dollar LIBOR ICE Swap Rate® seeks to represent the
mid-price for the semi-annual fixed leg of an interest rate swap where the floating leg is based on three-month U.S. dollar LIBOR payable
quarterly, calculated on the basis of a 360-day year consisting of twelve 30-day months.
The U.S. Dollar SOFR ICE Swap Rate® seeks to represent the annual fixed leg of an interest rate swap where the floating
leg is based on a compounded average of the daily Secured Overnight Financing Rate (“SOFR”) administered by the Federal Reserve
Bank of New York (the “New York Fed”) (or any successor administrator) compounded in arrears for twelve months payable annually
using standard market conventions, calculated on the basis of the actual number of days elapsed, with a year presumed to comprise 360
days. The composition and characteristics of this SOFR rate are not the same as those of three-month U.S. dollar LIBOR, nor is this SOFR
rate the economic equivalent of three-month U.S. dollar LIBOR. Thus, the U.S. Dollar SOFR ICE Swap Rate® has been
designed with respect to swap transactions referencing a rate that differs in significant respects from the rate referenced in the swap
transactions with respect to which the U.S. Dollar LIBOR ICE Swap Rate® was designed. As a result, the interest
rate on and value of the notes may perform differently over time from the manner in which the interest rate and value of notes with comparable
terms and provisions that were linked to the U.S. Dollar LIBOR ICE Swap Rate® would perform.
A lack of input data may impact IBA’s ability
to calculate and publish the SOFR ICE Swap Rate® for one or more tenors. The input data for the U.S. Dollar
SOFR ICE Swap Rate® is based on swaps referencing SOFR as the floating leg. The U.S. Dollar SOFR ICE Swap Rate®
is dependent on receiving sufficient eligible input data, from the trading venue sources identified by IBA in accordance with the “Waterfall”
methodology for each applicable U.S. Dollar
SOFR ICE Swap Rate® tenor. The ability of the applicable
trading venues to provide sufficient eligible input data in accordance with the Waterfall methodology depends on, among other things,
there being a liquid market in swap contracts referencing SOFR on such trading venues, which in turn depends, among other things, on there
being a liquid market in loans, floating rate notes and other financial contracts referencing SOFR. Because SOFR’s use as a reference
rate for financial contracts began relatively recently and the related market for SOFR-based swaps is relatively new, there is limited
information on which to assess potential future liquidity in SOFR-based swap markets or in the market for SOFR-based financial contracts
more generally. If the market for SOFR-based swap contracts is not sufficiently liquid, or if the liquidity in such market proves to be
volatile, this could result in the inability of IBA to calculate the U.S. Dollar SOFR ICE Swap Rate® on certain
occasions, which could materially adversely affect the reliability of U.S. Dollar SOFR ICE Swap Rate®,
and could adversely affect the return on and value of the notes and the price at which you are able to sell the notes in the secondary
market, if any. In addition, if SOFR does not maintain market acceptance for use as a reference rate for U.S. dollar denominated financial
contracts, uncertainty about SOFR may adversely affect the return on and the value of the notes.
The information regarding the U.S. Dollar SOFR ICE
Swap Rate® that IBA makes publicly available is limited. Certain information and materials relating to
the U.S. Dollar SOFR ICE Swap Rate® are available on ICE Swap Rate® Website. Currently, publicly
available rate information for the U.S. Dollar SOFR ICE Swap Rate® can be viewed only on the ICE Report Center on the ICE
Swap Rate® Website, and, for any particular day, the only rate available for viewing is the rate published for the preceding
publication day. In addition, as of the date of this pricing supplement, such rate appearing on the ICE Report Center is rounded to two
decimal places and does not represent the actual U.S. Dollar SOFR ICE Swap Rate® rates that will be used to determine the
2y SOFR Swap Rate for purposes of calculating interest on the notes (which rates will be those published on the Designated SOFR Swap Rate
Page and rounded to three decimal places). As of the date of this pricing supplement, a paid subscription to the Bloomberg Professional
Services service is required to obtain additional U.S. Dollar SOFR ICE Swap Rate® data (such as historical U.S. Dollar
SOFR ICE Swap Rate® rates rounded to three decimal places). IBA has not indicated whether such information will become
publicly available in the future or the U.S. Dollar SOFR ICE Swap Rate® will be made available from another source. As
a result of this limited publicly available information, it may be difficult for you to determine the applicable U.S. Dollar SOFR ICE
Swap Rate® for a specific date or dates.
The 2y SOFR Swap Rate may be modified or discontinued,
which could adversely affect the return on, value of or market for the notes. IBA (or any successor administrator) may make methodological
or other changes that could change the value of 2y SOFR Swap Rate, including changes related to the method by which such rate is calculated,
eligibility criteria applicable to the transactions used to calculate such rates, including the trading venues for such transactions,
or timing related to the determination or publication of such rates, or may cease the calculation or dissemination of such rates. Depending
on the circumstances, such change or cessation could be implemented with little or no public notice or consultation. Any such changes
may result in a reduction of the 2y SOFR Swap Rate and, in turn, reduce the amount of interest payable on the notes, which may adversely
affect the return on, value of and market for of the notes. In addition, the 2y SOFR Swap Rate is determined by IBA based on data received
from sources other than BAC, and BAC has no control over the methods of calculation, publication schedule, rate revision practices or
availability of such data.
If the 2y SOFR Swap Rate does not appear on the
Designated SOFR Swap Rate Page at the specified time, and a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date
have not occurred, the applicable rate will be determined by the calculation agent (which is one of our affiliates) using alternative
methods, which will involve the exercise of discretion by the calculation agent. If the 2y SOFR Swap Rate does not appear on the Designated
SOFR Swap Rate Page at the specified time on an applicable interest determination date (for example, as a result of insufficient liquidity
in the underlying applicable SOFR swap contracts market) and a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement
Date have not occurred with respect to the 2y SOFR Swap Rate, the calculation agent will determine the 2y SOFR Swap Rate for such applicable
interest
determination date in its sole discretion, after
consulting such sources as it deems comparable to the Designated SOFR Swap Rate Page or to the sources from which the administrator of
such rate obtains the swap rate input data used by the administrator to calculate such rate, or any other source or data it determines
to be reasonable (including, if applicable, the 2y SOFR Swap Rate that was most recently published by the administrator of such rate)
for the purpose of estimating such rate. This method of determining the 2y SOFR Swap Rate may result in interest payments on the notes
that are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on
the notes if the 2y SOFR Swap Rate had been published in accordance with IBA’s (or any successor administrator’s) usual policies
and procedures governing determination and publication of the such rate and appeared on the Designated SOFR Swap Rate Page at the specified
time. In addition, in determining the 2y SOFR Swap Rate in this manner, the calculation agent, will have no obligation to consider your
interests as an investor in the notes and may have economic interests that are adverse to your interests.
If a SOFR Swap Rate Transition Event and related
SOFR Swap Rate Replacement Date are determined to have occurred with respect to the 2y SOFR Swap Rate, the SOFR Swap Rate Replacement
may not be a suitable replacement for such rate. If we or the calculation agent (after consulting with us) determines that a SOFR
Swap Rate Transition Event and related SOFR Swap Rate Replacement Date have occurred with respect to the 2y SOFR Swap Rate, then the applicable
SOFR Swap Rate Replacement will replace the 2y SOFR Swap Rate for all purposes relating to the notes in respect of such determination
on such date and all determinations on all subsequent dates, as described under “Additional Terms of the Notes —Interest—Determination
of 2y SOFR Swap Rate” in this pricing supplement. The SOFR Swap Rate Replacement will be the alternate interest rate that has been
selected by us or the calculation agent (after consulting with us) as an industry-accepted replacement for the 2y SOFR Swap Rate for U.S.
dollar-denominated floating-rate notes at such time, plus the applicable SOFR Swap Rate Replacement Adjustment (if any). If we or the
calculation agent (after consulting with us) determines that there is no such replacement rate as of any applicable date of determination,
then the 2y SOFR Swap Rate will be determined by us or the calculation agent (after consulting with us), after consulting such sources
as it deems comparable to the Designated SOFR Swap Rate Page or to the sources from which the administrator of such rate obtains the swap
rate input data used by the administrator to calculate such rate, or any other source or data it determines to be reasonable (including,
if applicable, the 2y SOFR Swap Rate that was most recently published by the administrator of such rate) for the purpose of estimating
such rate. After determination of the SOFR Swap Rate Replacement, interest on the notes no longer will be determined by reference to the
applicable 2y SOFR Swap Rate, but instead will be determined by reference to the applicable SOFR Swap Rate Replacement.
There is no assurance that any SOFR Swap Rate Replacement
will be similar to the 2y SOFR Swap Rate in any respect as it is determined and published by IBA as of the date of this pricing supplement,
or that any SOFR Swap Rate Replacement will produce the economic equivalent of the 2y SOFR Swap Rate as a reference rate for determining
the interest rate on the notes or otherwise be a suitable replacement or successor for such rate. In addition, it is possible that, at
the time of the occurrence of a SOFR Swap Rate Replacement Event and related SOFR Swap Rate Replacement Date, no industry-accepted interest
rate as a replacement for the 2y SOFR Swap Rate will exist and there may be disagreement regarding the selection of a replacement rate
for the 2y SOFR Swap Rate. Notwithstanding the foregoing, the determination of the SOFR Swap Rate Replacement will become effective without
your consent or the consent of any other party. Use of the SOFR Swap Rate Replacement may result in interest payments on the notes that
are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on such
notes in the absence of a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date.
In addition, although the applicable swap rate transition
provisions set forth in this pricing supplement under set forth under “Additional Terms of the Notes —Interest—Determination
of 2y SOFR Swap Rate” provide for a SOFR Swap Rate Replacement Adjustment
to be added to the Unadjusted SOFR Swap Rate Replacement, such SOFR Swap
Rate Replacement Adjustment may be zero or negative, and there is no guarantee that the SOFR Swap Rate Replacement Adjustment (if any)
will make the Unadjusted SOFR Swap Rate Replacement equivalent to the 2y SOFR Swap Rate as it is calculated and published by IBA as of
the date of this pricing supplement.
The secondary trading market for notes referencing
the U.S. Dollar SOFR ICE Swap Rate® may be limited. Publication of the U.S. Dollar SOFR ICE Swap Rate®
began on November 8, 2021 and as of the date of this pricing supplement, use of this rate as a reference rate for floating rate
notes is very limited. In addition, such rate may not be widely used as such in the future. If the U.S. Dollar SOFR ICE Swap Rate®
does not prove to be widely used as a benchmark in securities that are similar or comparable to the notes, a trading market for the notes
may fail to develop or be maintained, and the trading price of the notes may be lower than those of debt securities with interest rates
based on rates that are more widely used.
We or our affiliates may publish research that could
affect the market value of the notes. We or one or more of our affiliates may, at present or in the future, publish research reports
with respect to movements in interest rates generally, or the 2y SOFR Swap Rate specifically. This research may be modified from time
to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes.
Any of these activities may affect the market value of the notes.
Structure-related Risks
Your return is limited by the cap on the
interest rate. After the first eight quarterly interest periods, the interest rate applicable to any interest period will be variable
but will not be greater than 7.00% per annum. Accordingly, your return on the notes may not reflect the full extent of the performance
of the U.S. Dollar SOFR ICE Swap Rate®.
After the first two years, the notes will
pay interest at a floating rate that may be as low as 0.00% per annum on one or more interest payment dates. The rate at which the
notes will bear interest during each quarterly interest period after the first two years will depend on the 2y SOFR Swap Rate. As a result,
the interest payable on the notes will vary with fluctuations in the 2y SOFR Swap Rate, subject to the minimum interest rate of 0.00%
per annum and the maximum interest rate of 7.00% per annum. It is impossible to predict whether the 2y SOFR Swap Rate will rise or fall,
or the amount of interest payable on the notes. After the first two years, you may receive minimal or no interest for extended periods
of time or even throughout the remaining term of the notes. The interest rate that will apply at any time on the notes after the first
two years of their term may be more or less than other prevailing market interest rates at such time. As a result, the amount of interest
you receive on the notes may be less than the return you could earn on other investments.
The notes are subject to early redemption
at our option. We may redeem all, but not less than all of the notes on any Call Date on or after September 20, 2024. If you intend
to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to
redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that
which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further
payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity
date, you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on
the notes would have been if they had not been redeemed, or that has a similar level of risk.
Payments on the notes are subject to our credit
risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are our senior
unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability
to repay our obligations on the
applicable payment date. No assurance can be given as to what our
financial condition will be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial
obligations as they become due, you may not receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings
agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness and actual or anticipated decreases in our
credit ratings or increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value of the
notes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference
between the interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not reduce
the other investment risks related to the notes.
Valuation- and Market-related Risks
We have included in the terms of the notes
the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market
transaction will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In determining
the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account.
Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions
or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase the notes
in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other things, the
inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for
the notes could be higher or lower than the price that you paid for them.
We cannot assure you that a trading market
for the notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the
notes will trade in any secondary market, or whether that market will be liquid or illiquid.
The development of a trading market for the notes
will depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market may be
limited. We anticipate that BofA Securities, Inc. (“BofAS”) will act as a market-maker for the notes, but neither BofAS nor
any of our other affiliates is required to do so. BofAS may discontinue its market-making activities as to the notes at any time. To the
extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price at which BofAS may bid for, offer,
purchase, or sell any notes may differ from the values determined by pricing models that it may use, whether as a result of dealer discounts,
mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes
might otherwise trade in the market.
In addition, if at any time BofAS were to cease
acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market and there
may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower than
if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will impact
the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that may
either offset or magnify each other, including:
| · | the time remaining to maturity of the notes; |
| · | the aggregate amount outstanding of the notes; |
| · | the level, direction, and volatility of market interest rates generally (in
particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease); |
| · | general economic conditions of the capital markets in the United States; |
| · | geopolitical conditions and other financial, political, regulatory, and judicial
events that affect the capital markets generally; |
| · | our financial condition and creditworthiness; and |
| · | any market-making activities with respect to the notes. |
Conflict-related Risks
Our trading and hedging activities may create
conflicts of interest with you. We or one or more of our affiliates, including BofAS, may engage in trading activities related to
the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with
our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the hedging arrangements for the
notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. This
hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially
expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict
of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary accounts, in facilitating
transactions for our other customers, and in accounts under our management.
There may be potential conflicts of interest
involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One
of our affiliates, Merrill Lynch Capital Services, Inc., will be the calculation agent for the notes and, as such, will determine the
amount of interest to be paid on the notes. Under some circumstances, these duties could result in a conflict of interest between Merrill
Lynch Capital Services, Inc.’s status as our affiliate and its responsibilities as calculation agent. For example, if a SOFR Swap
Rate Transition Event and related SOFR Swap Rate Replacement Date are determined to have occured with respect to the 2y SOFR Swap Rate,
we or the calculation agent (after consulting with us) will determine the SOFR Swap Rate Replacement and the SOFR Swap Rate Replacement
Adjustment and will make SOFR Swap Rate Replacement Conforming Changes with respect to, among other things, the determination of interest
periods, the timing and frequency of determining rates and making payments of interest and other administrative matters, in connection
with the applicable SOFR Swap Rate Replacement as set forth in this pricing supplement under set forth under “Additional Terms of
the Notes —Interest—Determination of 2y SOFR Swap Rate.” Certain determinations, decisions and elections with respect
to the SOFR Swap Rate Replacement will, or the occurrence or non-occurrence of a SOFR Swap Rate Transition Event and any SOFR Swap Rate
Conforming Changes may, require the exercise of discretion and the making of subjective judgments by us or the calculation agent (after
consulting with us). Any determination, decision or election made by us or the calculation agent pursuant to the applicable provisions
set forth under “Additional Terms of the Notes —Interest—Determination of 2y SOFR Swap Rate” will, if made by
us, be made in our sole discretion and, if made by the calculation agent, be made after consultation with us and, in each case, will become
effective without consent from the holders of the notes or any other party. In making these potentially subjective determinations, the
Issuer or its designee may have economic interests that are adverse to your interests as holder of the notes, and none of us, the Guarantor
or any of our affiliates will have any obligation to consider your interests as a holder of the notes in taking any action or making any
determination, which may adversely affect the return on, value of and market for the notes.
The calculation agent will be required to
carry out its duties in good faith and use its reasonable judgment. However, because we will control the calculation agent,
potential conflicts of interest could arise. None of us or any of our affiliates will have any obligation to
consider your interests
as a holder of the notes in taking any action that might affect the value of the notes.
Additional
Terms OF THE NOTES
Interest
Interest Payment Dates, Interest Periods, Interest Reset
Dates
The interest rate for each interest period during
the Floating Rate Period will be reset on the first day of that interest period, which we refer to as the “interest reset date.”
The “interest determination date” for each such interest period during the Floating Rate Period will be the second U.S. government
securities business day preceding the applicable interest reset date for such interest period. The calculation agent will determine the
applicable interest rate for each interest period during the Floating Rate Period on the interest determination date. Once determined
by the calculation agent, the applicable interest rate for each quarterly interest period during the Floating Rate Period will apply from
and including the interest reset date, through, but excluding, the next interest reset date (or the maturity date, as applicable).
Determination of 2y SOFR Swap Rate
In respect of each interest determination date,
the 2y SOFR Swap Rate will be such rate as calculated and provided as of approximately 11:00 a.m., New York City time (or any amended
time specified by the administrator of the 2y SOFR Swap Rate in the benchmark methodology) on such interest determination date by IBA
as the administrator of the 2y SOFR Swap Rate (or a successor administrator), as such rate appears for the index “USISSO2 Index”
on the Designated SOFR Swap Rate Page at the SOFR Swap Rate Reference Time, on such interest determination date, as determined by the
calculation agent.
If the 2y SOFR Swap Rate cannot be determined
in accordance with the preceding paragraph on any interest determination date, and a SOFR Swap Rate Transition Event and related SOFR
Swap Rate Replacement Date have not occurred, then the 2y SOFR Swap Rate for such interest determination date will be determined by the
calculation agent in its sole discretion, after consulting such sources as it deems comparable to the Designated SOFR Swap Rate Page or
to the sources from which the administrator of such rate obtains the swap rate input data used by the administrator to calculate such
rate, or any other source or data it determines to be reasonable (including, if applicable, the 2y SOFR Swap Rate that was most recently
published by the administrator of such rate) for the purpose of estimating such rate.
Notwithstanding the foregoing paragraph, if
we or the calculation agent (after consulting with us) determines that a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement
Date have occurred prior to the applicable SOFR Swap Rate Reference Time in respect of any determination of the 2y SOFR Swap Rate on any
date, the applicable SOFR Swap Rate Replacement will replace the 2y SOFR Swap Rate for all purposes relating to the notes in respect of
such determination on such date and all determinations on all subsequent dates unless and until another SOFR Swap Rate Transition Event
and related SOFR Swap Rate Replacement Date have occurred with respect to the applicable SOFR Swap Rate Replacement. In the event that
a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date have occurred with respect to the 2y SOFR Swap Rate and
we or the calculation agent (after consulting with us) have selected a SOFR Swap Rate Replacement, the provisions set forth in this paragraph
shall apply to any such SOFR Swap Rate Replacement and references herein to the 2y SOFR Swap Rate shall mean such SOFR Swap Rate Replacement.
In connection with the implementation of a SOFR Swap Rate Replacement, we or the calculation agent (after consulting with us) will have
the right to make SOFR Swap Rate Replacement Conforming Changes from time to time. If we or the calculation agent (after consulting with
us) determines that there is no such replacement rate as of any date of determination, then we or the calculation agent (after consulting
with us) will determine a substitute rate or substitute rate value to be used in place of the 2y SOFR Swap Rate for that date of determination,
after consulting such sources as we or it deems comparable to the Designated SOFR Swap Rate Page or to the sources from which the administrator
of such rate obtains the swap rate input data used by the administrator to calculate such rate, or any other source or data it determines
to be reasonable (including, if applicable, the 2y SOFR Swap Rate
that was most recently published by the administrator of such rate)
for the purpose of determining such substitute rate or substitute rate value.
As used in the foregoing terms and provisions
relating to the determination of the U.S. Dollar SOFR ICE Swap Rate:
“Designated SOFR Swap Rate Page”
means the page entitled “USD SOFR (11:15am NY)” that can be accessed on the Bloomberg Professional Services service (or any
other page or screen that replaces that page or screen on the Bloomberg Professional Services service or such other service or services
as may be nominated for the purpose of displaying rates for U.S. dollar swaps referencing SOFR by IBA or its successor or such other entity
assuming the responsibility of IBA or its successor in calculating rates for U.S. dollar swaps referencing SOFR in the event IBA or its
successor no longer does so).
“SOFR Swap Rate Replacement” means
the sum of (a) the alternate rate of interest that has been selected by us or the calculation agent (after consulting with us) as an industry-accepted
replacement for the 2y SOFR Swap Rate for U.S. dollar-denominated floating-rate notes at such time and (b) the SOFR Swap Rate Replacement
Adjustment.
“SOFR Swap Rate Replacement Adjustment”
means the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or the calculation agent
(after consulting with us) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the 2y SOFR Swap Rate with the applicable Unadjusted SOFR Swap Rate Replacement for U.S.
dollar-denominated floating-rate notes at such time.
“SOFR Swap Rate Replacement Conforming
Changes” means, with respect to any SOFR Swap Rate Replacement, changes to (1) any interest determination date, interest payment
date, interest reset date, business day convention or interest period, (2) the manner, timing and frequency of determining rates and amounts
of interest that are payable on the relevant notes and the conventions relating to such determination, (3) the timing and frequency of
making payments of interest, (4) rounding conventions, (5) tenors, and (6) any other terms or provisions of the notes, in each case that
we or the calculation agent (after consulting with us) determines, from time to time, to be appropriate to reflect the determination and
implementation of such SOFR Swap Rate Replacement giving due consideration to any industry-accepted market practice.
“SOFR Swap Rate Replacement Date”
means the earliest to occur of the following events with respect to the 2y SOFR Swap Rate:
(1) in the case of clause (1) or (2) of the
definition of “SOFR Swap Rate Transition Event,” the later of (a) the date of the public statement or publication of information
referenced therein and (b) the date on which the administrator of such rate, as applicable, permanently or indefinitely ceases to provide
such rate; or
(2) in the case of clause (3) of the definition
of “SOFR Swap Rate Transition Event,” if such statement or publication referenced therein indicates that the administrator
or regulatory supervisor for the administrator has determined that such rate is no longer representative: (a) at the date of such statement
or publication referenced therein, the date of such statement or publication; or (b) as of a specified future date, the first date on
which such rate would ordinarily have been published or provided and is non-representative by reference to the most recent statement or
publication referenced therein, even if such rate continues to be published or provided on such date; or
(3) in the case of clause (4) or (5) of the
definition of “SOFR Swap Rate Transition Event,” the date of such determination.
For the avoidance of doubt, if the event giving
rise to the SOFR Swap Rate Replacement Date occurs on the same day as, but earlier than, the SOFR Swap Rate Reference Time in
respect of any determination, the SOFR Swap Rate Replacement Date
will be deemed to have occurred prior to the SOFR Swap Rate Reference Time for such determination.
“SOFR Swap Rate Transition Event”
means the occurrence of one or more of the following events with respect to the 2y SOFR Swap Rate:
(1) a public statement or publication of information
by or on behalf of the administrator of such rate announcing that such administrator has ceased or will cease to provide such rate, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide such rate;
(2) a public statement or publication of information
by the regulatory supervisor for the administrator of such rate, the central bank for the currency of such rate, an insolvency official
with jurisdiction over the administrator for such rate, a resolution authority with jurisdiction over the administrator for the such rate
or a court or an entity with similar insolvency or resolution authority over the administrator for such rate, which states that the administrator
of such rate has ceased or will cease to provide such rate permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide such rate;
(3) a public statement or publication of information
by the administrator of such rate or the regulatory supervisor for the administrator of such rate announcing that such rate is no longer,
or as of a specified future date will no longer be, representative of the underlying market and economic reality that such rate is intended
to measure and that representativeness will not be restored; or
(4) a determination by us or the calculation
agent (after consulting with us) that such rate has been permanently or indefinitely discontinued; or
(5) a determination by us or the calculation
agent (after consulting with us) that (i) such rate as published is no longer an industry-accepted rate of interest for U.S. dollar-denominated
floating-rate notes at such time or (ii) such rate as published is no longer an industry-accepted rate of interest in the derivatives
market for hedging transactions related to U.S. dollar-denominated floating-rate notes.
“SOFR Swap Rate Reference Time”
with respect to any determination of the 2y SOFR Swap Rate means approximately 12:15 p.m., New York City time, on the applicable interest
determination date; provided that if a SOFR Swap Rate Transition Event and related SOFR Swap Rate Replacement Date have occurred and we
or the calculation agent (after consulting with us) has selected a SOFR Swap Rate Replacement, “SOFR Swap Rate Reference Time”
will mean the time determined by us or the calculation agent (after consulting with us) in accordance with the SOFR Swap Rate Replacement
Conforming Changes.
“Unadjusted SOFR Swap Rate Replacement”
means the SOFR Swap Rate Replacement excluding the SOFR Swap Rate Replacement Adjustment.
Early Redemption at Our Option
On any Call Date, we have the right to redeem
all, but not less than all, of the notes at the Early Redemption Payment. No further amounts will be payable following an early redemption.
We will give notice to the trustee at least 5 business days but not more than 60 calendar days before the applicable Call Date.
The “Early Redemption Payment” will
be the principal amount of your notes, plus any accrued and unpaid interest.
The “Call Dates” will be the quarterly
interest payment dates beginning on September 20, 2024 and ending on June 20, 2032.
U.S.
DOLLAR SOFR ICE SWAP RATE® AND ITS METHODOLOGY
General
The U.S. Dollar SOFR ICE Swap Rate®
was launched by IBA for use as a benchmark on November 8, 2021 in order to aid the market’s transition to SOFR and away from U.S.
dollar LIBOR. IBA is the administrator of the U.S. Dollar SOFR ICE Swap Rate® and has overall responsibility for all aspects
of the U.S. Dollar SOFR ICE Swap Rate® determination process, including the development, determination, dissemination,
operation and governance of the various U.S. Dollar SOFR ICE Swap Rate® tenors. IBA has published the ICE Swap Rate®
Methodology and certain other applicable policies which together set out IBA’s method for determining and publishing, rules and
criteria relating to, and certain other information applicable to the U.S. Dollar SOFR ICE Swap Rate®. Information in the
ICE Swap Rate® Methodology and IBA’s other applicable policies reflect the policies of, and are subject to change
by, IBA. IBA licenses the U.S. Dollar SOFR ICE Swap Rate® to users for, among other purposes, use as a reference rate.
The U.S. Dollar SOFR ICE Swap Rate® is calculated on each weekday other than those set forth in IBA’s ICE Swap Rate
Holiday Calendar, which is available on the ICE Swap Rate® Website, and published in the ICE Report Center, a link to which
is available on the ICE Swap Rate® Website. For any particular day, the only rate available for viewing on the ICE Report
Center is the rate published for the preceding publication day.
Pursuant to the ICE Swap Rate®
Methodology, the U.S. Dollar SOFR ICE Swap Rate® is calculated using eligible prices and volumes for U.S. dollar swaps
referencing a compounded average of daily SOFR compounded in arrears for twelve months using standard market conventions, calculated on
the basis of the actual number of days elapsed, with a year presumed to comprise 360 days). Input data for calculation of the U.S. Dollar
SOFR ICE Swap Rate® consists of executable prices and volumes provided by regulated, electronic, trading venues and, if
such trading venues do not provide sufficient eligible input data, dealer to client prices and volumes displayed electronically by trading
venues. If there is insufficient eligible input data to calculate a rate in accordance with the foregoing, IBA uses movement interpolation,
where possible for applicable tenors, to calculate a rate. Where it is not possible to calculate an U.S. Dollar SOFR ICE Swap Rate®
for an applicable tenor in accordance with the foregoing, then IBA’s Insufficient Data Policy will apply and “No Publication”
will be published for the U.S. Dollar SOFR ICE Swap Rate® of the applicable tenor. The U.S. Dollar SOFR ICE Swap Rate®
for the various applicable tenors as reported on the ICE Report Center and the Designated SOFR Swap Rate Page is expressed as an integer;
however, for purpose of calculations of interest with respect to the notes, such rate will be deemed to be expressed as a percentage (for
example, if the U.S. Dollar SOFR ICE Swap Rate® is reported on the ICE Report Center and the Designated SOFR Swap Rate
Page as 1.24, such rate for purposes of calculations of interest with respect to the notes will be deemed to be 1.24%).
IBA states that: (i) historical U.S. Dollar
SOFR ICE Swap Rate® and other information may not be indicative of future information or performance, (ii) none of IBA,
Intercontinental Exchange, Inc. (“ICE”) or any third party that provides data used to administer or determine the U.S. Dollar
SOFR ICE Swap Rate® and other information (“Data Provider”), or any of its or their affiliates, makes any claim,
prediction, warranty or representation whatsoever, expressly or impliedly, as to the timeliness, accuracy or completeness of the U.S.
Dollar SOFR ICE Swap Rate® or other information, the results to be obtained from the use of the U.S. Dollar SOFR ICE Swap
Rate® or other information, or as to the appropriateness or suitability of any the U.S. Dollar SOFR ICE Swap Rate®
or other information for any particular purpose to which it might be put, (iii) to the fullest extent permitted by applicable law, none
of IBA, ICE or any Data Provider, or any of its or their affiliates will be liable in respect of any inaccuracies, errors, omissions,
delays, failures, cessations or changes (material or otherwise) in IBA’s U.S. Dollar SOFR ICE Swap Rate® and other
information, or for any damage, expense or other loss (whether direct or indirect) you may suffer arising out of or in connection with
IBA’s U.S. Dollar SOFR ICE Swap Rate® and other information or any reliance you may place upon it and (iv) all implied
terms, conditions and warranties, including without limitation as to quality, merchantability, fitness for purpose, title or non-infringement,
in relation to IBA’s U.S. Dollar
SOFR ICE Swap Rate® and other information are hereby
excluded to the fullest extent permitted by applicable law.
Neither the ICE Swap Rate® Website,
other pages to which the ICE Swap Rate® Website may contain hyperlinks, nor any of the information or materials available
thereon, are incorporated by reference into this pricing supplement. Use of the U.S. Dollar SOFR ICE Swap Rate® is subject
to important disclaimers set forth in IBA’s Benchmark and Other Information Notice and Disclaimer, available on the ICE Swap Rate®
Website and in the ICE Swap Rate® Methodology.
BAC, the selling agent and IBA are not affiliated
with the New York Fed. The New York Fed does not sanction, endorse, or recommend any products or services offered by us or IBA.
Historical Levels of 2y SOFR Swap Rate
The following graph sets forth the historical
performance of the 2y SOFR Swap Rate from November 8, 2021 (the date the U.S. Dollar SOFR ICE Swap Rate® was launched by
IBA for use as a benchmark) through the pricing date. This data is not intended to be indicative of the future performance of the 2y SOFR
Swap Rate or what the value of or return on the notes may be. Any historical upward or downward trend in the level of the 2y SOFR Swap
Rate during any period set forth below is not an indication that the level of the 2y SOFR Swap Rate is more or less likely to increase
or decrease in value at any time over the term of the notes or that these represent what the level of the 2y SOFR Swap Rate would have
been on any hypothetical interest determination date. The graph below uses the 2y SOFR Swap Rate as quoted on the Bloomberg Professional
Services service on page “USD SOFR (11:15am NY)” for the index “USISSO2 Index” at the SOFR Swap Rate Reference
Time, on the applicable date.
No one can predict what the 2y SOFR Swap
Rate will be on any day throughout the life of the notes or what the 2y SOFR Swap Rate will be on any interest determination date. The
2y SOFR Swap Rate is a new benchmark that was launched by IBA on November 8, 2021. The future performance of the 2y SOFR Swap Rate and,
by extension, the amount payable on and market value for the notes, cannot be predicted based on the limited historical information available.
The amount payable on and market value for the notes may be lower and more volatile than a comparable investment where interest payments
are determined by reference to a benchmark with more fulsome historical information.
U.S.
FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal
income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley Austin LLP, our
tax counsel. The following discussion supplements, and to the extent inconsistent supersedes, the discussions under “U.S. Federal
Income Tax Considerations” in the accompanying prospectus and under “U.S. Federal Income Tax Considerations” in the
accompanying prospectus supplement and is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue
Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (“Treasury”)
(including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal
Revenue Service (“IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain,
a position contrary to any of the tax consequences described below. This summary does not include any description of the tax laws of any
state or local governments, or of any foreign government, that may be applicable to a particular holder.
This summary is directed solely to U.S. Holders
and Non-U.S. Holders that, except as otherwise specifically noted, will purchase the notes upon original issuance and will hold the notes
as capital assets within the meaning of Section 1221 of the Code, which generally means property held for investment, and that are
not excluded from the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus. This discussion
does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes that the issue
price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
You should consult your own tax advisor concerning
the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising
under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
U.S. Holders
Your notes will be treated as “variable rate debt instruments”
for U.S. federal income tax purposes, and the balance of this discussion assumes that this characterization is proper and will be respected.
Under this characterization, interest on a note generally will be included in the income of a U.S. Holder as ordinary income at the time
it is accrued or is received in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.
Please see the discussion in the prospectus under the section entitled “U.S. Federal Income Tax Considerations—Taxation of
Debt Securities—Consequences to U.S. Holders—Variable Rate Debt Securities” for a discussion of these rules. Upon the
sale, exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange, redemption, retirement, or other disposition (less an amount equal to any accrued
interest not previously included in income if the note is disposed of between interest payment dates, which will be included in income
as interest income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s
adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder, increased by any OID previously included in income
with respect to the note, and decreased by the amount of any payment (other than a payment of qualified stated interest) received in respect
of the note. Any gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally will be
capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability of U.S.
Holders to deduct capital losses is subject to limitations under the Code.
Non-U.S. Holders
Please see the discussion under “U.S.
Federal Income Tax Considerations—Taxation of Debt Securities—Consequences to Non-U.S. Holders” in the accompanying
prospectus for the material U.S. federal income tax consequences that will apply to Non-U.S. Holders of the notes.
Backup Withholding and Information Reporting
Please see the discussion under “U.S.
Federal Income Tax Considerations—Taxation of Debt Securities—Backup Withholding and Information Reporting” in the accompanying
prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on the notes.
You should consult your own tax advisor concerning
the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising
under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax
laws.
SUPPLEMENTAL
PLAN OF DISTRIBUTION—conflicts of interest
Our broker-dealer subsidiary, BofAS, will act
as our selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described
in the “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-102 of the accompanying prospectus
supplement.
The selling agent will receive the compensation
set forth on the cover page of this pricing supplement as to the notes sold through its efforts. We or one of our affiliates may pay varying
selling concessions of up to 1.00% in connection with the distribution of the notes to other registered broker-dealers. Certain dealers
who purchase the notes for sale to certain fee-based advisory accounts and/or eligible institutional investors may forgo some or all of
their selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts and/or for an
eligible institutional investor may be as low as $985.57 per $1,000 in principal amount of the notes.
The selling agent is a member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the requirements of
FINRA Rule 5121.
The selling agent is not acting as your fiduciary
or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the selling agent in connection
with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding
the notes after consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement
with BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover of this
pricing supplement, less the indicated underwriting discount, if any.
BofAS may sell the notes to other broker-dealers
that will participate in the offering and that are not affiliated with us, at an agreed discount to the principal amount. Each of those
broker-dealers may sell the notes to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer
to dealer and that not all dealers will purchase or repurchase the notes at the same discount.
BofAS and any of our other broker-dealer affiliates
may use this pricing supplement, and the accompanying prospectus supplement and prospectus for offers and sales in secondary market transactions
and market-making transactions in the notes. However, they are not obligated to engage in such secondary market transactions and/or market-making
transactions. Our affiliates may act as principal or agent in these transactions, and any such sales will be made at prices related to
prevailing market prices at the time of the sale.
Sales Outside of the United States
The Notes have not been approved for public
sale in any jurisdiction outside of the United States. There has been no registration or filing as to the Notes with any regulatory, securities,
banking, or local authority outside of the United States and no action has been taken by BofA Finance, BAC, BofAS or any other affiliate
of BAC, to offer the Notes in any jurisdiction other than the United States. As such, these Notes are made available to investors outside
of the United States only in jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result
in compliance with applicable laws and regulations, including private placement requirements.
Further, no offer or sale of the Notes is being
made to residents of:
You are urged to carefully review the selling
restrictions that may be applicable to your jurisdiction beginning on page S-68 of the accompanying prospectus supplement.
European Economic Area and United Kingdom
None of this pricing supplement, the accompanying prospectus
or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as defined below). This pricing
supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on the basis that any offer of notes
in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each, a “Relevant State”)
will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified Investors”).
Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplated
in this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified
Investors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than to Qualified Investors. The expression
“Prospectus Regulation” means Regulation (EU) 2017/1129.
Prohibition Of Sales To EEA And United Kingdom Retail
Investors – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes: (a) a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation; and (b) the expression “offer” includes the communication in any form and by any means
of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe
for the notes. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”)
for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been
prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the notes offered hereby
is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21
of the United
Kingdom’s Financial Services and Markets Act 2000, as amended (the
“FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order,
or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). In the United Kingdom, the notes offered hereby are only available to, and any investment
or investment activity to which this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus relates
will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of their contents.
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or
caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.
All applicable provisions of the FSMA must be complied
with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.