This pricing supplement, which is not complete and may be changed,
relates to an effective Registration Statement under the Securities
Act of 1933. This pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus are not an offer
to sell these securities in any country or jurisdiction where such
an offer would not be permitted.
|
|
June 2023
Preliminary Pricing Supplement - Subject to Completion
Dated May 26, 2023
(To Prospectus dated December 30, 2022,
Series A Prospectus Supplement dated December 30, 2022 and
Product Supplement EQUITY-1 dated December 30, 2022)
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718 and 333-268718-01
|
BofA Finance LLC
Structured
Investments
Opportunities in U.S. and International Equities
Callable Contingent Income Securities due June 5, 2026
Payments on the Securities Based on the Worst Performing of the
S&P 500® Index, the Russell 2000® Index
and the NASDAQ-100® Index
Fully and Unconditionally Guaranteed by Bank of America
Corporation
Principal at Risk Securities
The
securities do not guarantee the repayment of principal and do not
provide for the regular payment of interest. Instead, the
securities will pay a contingent quarterly coupon but only
if the index closing value of each of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index on each index business day
during the applicable quarterly observation period is at or
above 75% of its respective initial index value,
which we refer to as the respective coupon barrier level. If the
index closing value of any underlying index is less than the
coupon barrier level for such index on any index business
day during an observation period, we will pay no contingent
quarterly coupon for the related quarterly period. In addition,
beginning on September 8, 2023, we will have the right to redeem
the securities at our discretion on any quarterly redemption
date for a redemption payment equal to the sum of the stated
principal amount plus any contingent quarterly coupon otherwise due
with respect to the related observation period. An early redemption
of the securities will not automatically occur based on the
performance of the underlying indices. At maturity, if the
securities have not previously been redeemed and the final index
value of each underlying index is greater than or equal to
70% of the respective initial index value, which we refer to as the
downside threshold level, the payment at maturity will be the
stated principal amount and, if payable, the contingent quarterly
coupon otherwise due with respect to the final observation period.
If, however, the final index value of any underlying index
is less than its downside threshold level, investors will be
exposed to the decline in the worst performing underlying index on
a 1-to-1 basis and will receive a payment at maturity that is less
than 70% of the stated principal amount of the securities and could
be zero. Accordingly, investors in the securities must be
willing to accept the risk of losing their entire initial
investment based on the performance of any underlying index and
also the risk of not receiving any quarterly coupons during the
entire 3-year term of the securities. Because payments on the
securities are based on the worst performing of the underlying
indices, a decline beyond the respective coupon barrier level on
any index business day during an observation period and/or beyond
the respective downside threshold level on the final observation
date, as applicable, of any underlying index will result in
the forfeiture of contingent quarterly coupons and/or a significant
loss of your investment, as applicable, even if the other
underlying indices have appreciated or have not declined as much.
Investors will not participate in any appreciation in any
underlying index. The securities are for investors who are willing
to risk their principal and seek an opportunity to earn contingent
quarterly coupon payments at a potentially above-market rate in
exchange for the risk of receiving no contingent quarterly coupon
payments if any underlying index closes below the coupon
barrier level for such index on any index business day during the
related observation period, and the risk of an early redemption of
the securities at our discretion. The securities are our senior
debt securities. Any payments on the securities are fully and
unconditionally guaranteed by Bank of America Corporation (“BAC”).
The securities are issued as part of BofA Finance LLC’s (“BofA
Finance”) “Medium-Term Notes, Series A” program.
All payments on the securities are subject to the credit risk of
BofA Finance, as issuer of the securities, and BAC, as guarantor of
the securities. If we default on our obligations, you could lose
some or all of your investment. These securities are not secured
obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or
assets.
|
SUMMARY TERMS |
|
Issuer: |
BofA
Finance |
|
Guarantor: |
BAC |
|
Underlying indices: |
The
S&P 500® Index (Bloomberg symbol: “SPX”), the
Russell 2000® Index (Bloomberg symbol: “RTY”) and the
NASDAQ-100® Index (Bloomberg symbol “NDX”) |
|
Aggregate principal amount: |
$ |
|
Stated principal amount: |
$1,000
per security |
|
Issue price: |
$1,000
per security (see “Commissions and issue price” below) |
|
Pricing date: |
June
2, 2023 |
|
Original issue date: |
June
7, 2023 (3 business days after the pricing date) |
|
Maturity date: |
June
5, 2026 |
|
Call feature: |
Beginning
on September 8, 2023, on any quarterly redemption date, we have the
right to redeem all (but not less than all) of the securities for a
redemption payment equal to the stated principal amount plus
any contingent quarterly coupon otherwise due with respect to the
relevant observation period. We will give notice to the trustee at
least five business days but not more than 60 calendar days before
the applicable redemption date. No further payments will be made on
the securities once they have been redeemed. |
|
Contingent quarterly coupon: |
If,
on each index business day during an observation period, the
index closing value of each underlying index is greater
than or equal to its respective coupon barrier level, we will
pay a contingent quarterly coupon of at least $33.125 per security
(equal to a rate of at least 3.3125% per quarter or at least 13.25%
per annum) on the related coupon payment date. The actual
contingent quarterly coupon will be determined on the pricing
date.
If,
on any index business day during an observation period, the
index closing value of any underlying index is less
than the coupon barrier level for such index, no contingent
quarterly coupon will be paid with respect to that observation
period. It is possible that one or more underlying indices will
close below the respective coupon barrier level(s) on any index
business day during most or all of the observation periods
throughout the entire term of the securities so that you will
receive few or no contingent quarterly coupons.
|
|
Payment at maturity: |
If
the securities have not previously been redeemed, investors will
receive on the maturity date a payment at maturity determined as
follows:
If
the final index value of each underlying index is greater
than or equal to its respective downside threshold level: the
stated principal amount and, if payable, the contingent quarterly
coupon otherwise due with respect to the final observation
period.
If
the final index value of any underlying index is less
than its respective downside threshold level: (i) the stated
principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the
stated principal amount of the securities and could be zero.
|
|
|
Terms continued on the following page |
|
Agent: |
BofA
Securities, Inc. (“BofAS”), an affiliate of BofA
Finance |
|
Estimated value on the pricing date: |
Between
$917.50 and $967.50 per $1,000 in principal amount of securities,
which is less than the price to public listed below. The actual
value of your securities at any time will reflect many factors and
cannot be predicted with accuracy. See “Structuring the securities”
in this pricing supplement. |
|
Commissions
and issue price: |
Price to public |
Agent’s commissions and fees |
Proceeds to BofA Finance |
|
Per security
|
$1,000.000 |
$15.000(1) |
|
|
|
|
$4.286(2) |
$980.714 |
|
Total
|
$ |
$ |
$ |
(1)
Morgan Stanley Wealth Management and its financial advisors will
collectively receive from the agent, BofAS, a fixed sales
commission of $15.00 for each security they sell. See “Supplement
to the plan of distribution; role of BofAS and conflicts of
interest” in this pricing supplement.
(2)
Reflects a structuring fee payable to Morgan Stanley Wealth
Management by the agent or its affiliates of $4.286 for each
security.
There are important differences between the securities and a
conventional debt security. Potential purchasers of the securities
should consider the information in “Risk Factors” beginning on page
11 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.
The
securities are not deposits or savings accounts and are not insured
by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, nor are they obligations
of, or guaranteed by, a bank.
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, each of
which can be accessed via the hyperlinks below. Please also see
“Additional Terms of the Securities” and “Additional Information
About the Securities” in this pricing 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.
Series A MTN prospectus supplement datedDecember 30, 2022 and
prospectus dated December 30, 2022 and
Product Supplement EQUITY-1 dated December 30,
2022
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
Terms
continued from previous page: |
|
Redemption payment: |
The
redemption payment will be an amount equal to (i) the stated
principal amount plus (ii) any contingent quarterly coupon
otherwise due with respect to the related observation
period. |
|
Redemption dates: |
Quarterly.
See “Observation Period End-Dates, Coupon Payment Dates and
Redemption Dates” below. |
|
Initial index value: |
With
respect to the SPX: , which is the index closing value of such
index on the pricing date
With
respect to the RTY: , which is the index closing value of such
index on the pricing date
With
respect to the NDX: , which is the index closing value of such
index on the pricing date
|
|
Final index value: |
With
respect to each underlying index, the respective index closing
value on the final observation date |
|
Worst performing
underlying index:
|
The underlying index with the largest percentage decrease from the
respective initial index value to the respective final index
value |
|
Index performance factor: |
With respect to each underlying index, final index value divided by
the initial index value |
|
Coupon barrier level: |
With
respect to the SPX: , which is 75% of the initial index value for
such index
With
respect to the RTY: , which is 75% of the initial index value for
such index
With
respect to the NDX: , which is 75% of the initial index value for
such index
|
|
Downside threshold level: |
With
respect to the SPX: , which is 70% of the initial index value for
such index
With
respect to the RTY: , which is 70% of the initial index value for
such index
With
respect to the NDX: , which is 70% of the initial index value for
such index
|
|
Coupon payment dates: |
Quarterly,
as set forth under “Observation Period End-Dates, Coupon Payment
Dates and Redemption Dates” below. |
|
Final observation date: |
June 2,
2026, 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. |
|
Observation period end-dates: |
Quarterly,
as set forth under “Observation Period End-Dates, Coupon Payment
Dates and Redemption Dates” below, 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, with references therein to
“Observation Date” to be read as references to “Observation Period
End-Date.” |
|
Observation period: |
Each
observation period will consist of each index business day from but
excluding an observation period end-date to and including the
following observation period end-date, excluding any date or dates
that the calculation agent determines is not an index business day
with respect to any underlying index; provided that the
first observation period will consist of each index business day
from but excluding the pricing date to and including the first
observation period end-date. |
|
CUSIP / ISIN: |
09711A2J6
/ US09711A2J68 |
|
Listing: |
The
securities will not be listed on any securities
exchange. |
Observation Period End-Dates, Coupon Payment Dates and Redemption
Dates
| |
|
|
Observation Period End-Dates |
Coupon Payment Dates / Redemption Dates |
|
September 5, 2023 |
September 8, 2023 |
|
December 4, 2023 |
December 7, 2023 |
|
March 4, 2024 |
March 7, 2024 |
|
June 3, 2024 |
June 6, 2024 |
|
September 3, 2024 |
September 6, 2024 |
|
December 2, 2024 |
December 5, 2024 |
|
March 3, 2025 |
March 6, 2025 |
|
June 2, 2025 |
June 5, 2025 |
|
September 2, 2025 |
September 5, 2025 |
|
December 2, 2025 |
December 5, 2025 |
|
March 2, 2026 |
March 5, 2026 |
|
June 2, 2026 (final observation date) |
June 5, 2026* (maturity date) |
*Denotes that such date is not a “Redemption Date”
The
pricing date, issue date and other dates set forth above are
subject to change, and will be set forth in the final pricing
supplement relating to the securities.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Investment Overview
Callable Contingent Income Securities
Principal at Risk Securities
Callable Contingent Income Securities due June 5, 2026 Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index (the “securities”) do not guarantee
the repayment of principal and do not provide for the regular
payment of interest. Instead, the securities will pay a contingent
quarterly coupon but only if the index closing value of
each of the S&P 500® Index, the Russell
2000® Index and the NASDAQ-100® Index on
each index business day during the applicable quarterly
observation period is at or above 75% of its
respective initial index value, which we refer to as the
respective coupon barrier level. If the index closing value of
any underlying index is less than the coupon barrier level for
such index on any index business day during an observation
period, we will pay no contingent quarterly coupon for the related
quarterly period. In addition, beginning on September 8, 2023,
we will have the right to redeem the securities at our
discretion on any quarterly redemption date for a redemption
payment equal to the sum of the stated principal amount plus any
contingent quarterly coupon otherwise due with respect to the
related observation period. An early redemption of the securities
will not automatically occur based on the performance of the
underlying indices. At maturity, if the securities have not
previously been redeemed and the final index value of each
underlying index is greater than or equal to 70% of the respective
initial index value, which we refer to as the downside threshold
level, the payment at maturity will be the stated principal amount
and, if payable, the contingent quarterly coupon otherwise due with
respect to the final observation period. If, however, the final
index value of any underlying index is less than its
downside threshold level, investors will be exposed to the decline
in the worst performing underlying index on a 1-to-1 basis and will
receive a payment at maturity that is less than 70% of the stated
principal amount of the securities and could be zero.
Accordingly, investors in the securities must be willing to
accept the risk of losing their entire initial investment based on
the performance of any underlying index and also the risk of not
receiving any quarterly coupons throughout the entire term of the
securities.
| |
|
|
Maturity: |
Approximately 3 years, unless redeemed earlier at our
discretion. |
|
Contingent quarterly coupon: |
If, on each index business day during an observation period,
the index closing value of each underlying index is
greater than or equal to its respective coupon barrier
level, we will pay a contingent quarterly coupon of at least
$33.125 per security (equal to a rate of at least 3.3125% per
quarter or at least 13.25% per annum) on the related coupon payment
date. The actual contingent quarterly coupon will be determined on
the pricing date.
If, on any index business day during an observation period,
the index closing value of any underlying index is less
than the coupon barrier level for such index, no contingent
quarterly coupon will be paid with respect to that observation
period. It is possible that one or more underlying indices will
close below the respective coupon barrier level(s) on any index
business day during most or all of the observation periods
throughout the entire term of the securities so that you will
receive few or no contingent quarterly coupons.
|
|
Early redemption: |
Beginning
on September 8, 2023, on any quarterly redemption date, we have the
right to redeem all (but not less than all) of the securities for a
redemption payment equal to the stated principal amount plus
any contingent quarterly coupon otherwise due with respect to the
relevant observation period. An early redemption of the securities
will not automatically occur based on the performance of the
underlying indices. We will give notice to the trustee at least
five business days but not more than 60 calendar days before the
applicable redemption date. No further payments will be made on the
securities once they have been redeemed. |
|
Payment at maturity: |
If the
securities have not previously been redeemed, investors will
receive on the maturity date a payment at maturity determined as
follows:
If the
final index value of each underlying index is greater
than or equal to its respective downside threshold level: the
stated principal amount and, if payable, the contingent quarterly
coupon otherwise due with respect to the final observation
period.
If the final index value of any underlying index is less
than its respective downside threshold level: (i) the stated
principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the
stated principal amount of the securities and could be zero.
|
Any payments on the securities depend on the credit risk of BofA
Finance, as issuer, and BAC, as guarantor, and on the performance
of the underlying indices. The economic terms of the securities 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 agent's commissions and
fees, if any, and the hedging related charges described below (see
“Risk Factors” beginning on page 11), will reduce the economic
terms of the securities to you and the initial estimated
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
value of the securities. Due to these factors, the public offering
price you pay to purchase the securities will be greater than the
initial estimated value of the securities as of the pricing
date.
The initial estimated value range of the securities is set forth on
the cover page of this pricing supplement. The final pricing
supplement will set forth the initial estimated value of the
securities as of the pricing date. For more information about the
initial estimated value and the structuring of the securities, see
“Risk Factors” beginning on page 11 and “Structuring the
securities” on page 24.
The
securities are our senior debt securities. Any payments on the
securities are fully and unconditionally guaranteed by BAC. The
securities and the related guarantee are not insured by the Federal
Deposit Insurance Corporation or secured by collateral. The
securities 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 securities, including any repayment of the principal amount,
will be subject to the credit risk of BofA Finance, as issuer, and
BAC, as guarantor.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Key Investment Rationale
The securities do not provide for the regular payment of interest
and instead will pay a contingent quarterly coupon but only
if the index closing value of each underlying index is
at or above 75% of its initial index value, which we refer
to as the respective coupon barrier level, on each index
business day during the related observation period. These
securities are for investors who are willing to risk their
principal and seek an opportunity to earn contingent quarterly
coupon payments at a potentially above-market rate in exchange for
the risk of receiving no contingent quarterly coupon payments if
any underlying index closes below the coupon barrier level
for such index on any index business day during the related
observation period, and the risk of an early redemption of the
securities at our discretion. The following scenarios are for
illustration purposes only to demonstrate how the payment at
maturity and contingent quarterly coupon (if the securities have
not previously been redeemed) are determined, and do not attempt to
demonstrate every situation that may occur. Accordingly, the
securities may or may not be redeemed by us at our discretion, the
contingent quarterly coupon may be payable with respect to none of,
or some but not all of, the quarterly periods, and the payment at
maturity may be less than 70% of the stated principal amount and
could be zero. Investors will not participate in any appreciation
in any underlying index.
| |
|
|
Scenario 1: The securities are redeemed prior to
maturity. |
This
scenario assumes that we redeem the securities at our discretion
prior to the maturity date on one of the quarterly redemption
dates, starting on September 8, 2023, for a redemption payment
equal to the stated principal amount plus any contingent
quarterly coupon otherwise due with respect to the relevant
observation period. Prior to the early redemption, each
underlying index closes at or above its respective coupon barrier
level on each index business day during some or all of the
quarterly observation periods. In this scenario,
investors receive the contingent quarterly coupon with respect to
each such observation period, but not for the quarterly periods for
which one or more underlying indices close below the respective
coupon barrier level on any index business day during such
observation period. No further payments will be made on
the securities once they have been redeemed. |
|
Scenario 2: The securities are not redeemed prior to
maturity, and investors receive principal back at
maturity. |
This
scenario assumes that we do not redeem the securities on any of the
quarterly redemption dates, and, as a result, investors hold the
securities to maturity. During the term of the securities, each
underlying index closes at or above its respective coupon barrier
level on each index business day during some but not all
quarterly observation periods. Investors will receive
the contingent quarterly coupon for the quarterly periods for which
the index closing value of each underlying index is at or
above its respective coupon barrier level on each index business
day during such observation period, but not for the quarterly
periods for which one or more underlying indices close below the
respective coupon barrier level(s) on any index business day
during such observation period. On the final observation
date, each underlying index closes at or above its downside
threshold level. At maturity, investors receive the stated
principal amount and, if payable, the contingent quarterly coupon
with respect to the final observation period. |
|
Scenario 3: The securities are not redeemed prior to
maturity, and investors suffer a substantial loss of principal at
maturity. |
This
scenario assumes that we do not redeem the securities on any of the
quarterly redemption dates, and, as a result, investors hold the
securities to maturity. During the term of the
securities, one or more underlying indices close below the
respective coupon barrier level(s) on at least one index business
day during each quarterly observation period. Since one
or more underlying indices close below the respective coupon
barrier level(s) on at least one index business day during every
quarterly observation period, investors do not receive any
contingent quarterly coupons. On the final observation
date, one or more underlying indices close below the respective
downside threshold level(s). At maturity, investors will
receive an amount equal to the stated principal amount multiplied
by the index performance factor of the worst performing underlying
index. Under these circumstances, the payment at
maturity will be less than 70% of the stated principal amount and
could be zero. |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Underlying Indices Summary
All
disclosures contained in this pricing supplement regarding the
underlying indices, 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
SPX, the sponsor of the RTY and the sponsor of the NDX
(collectively, the “underlying index sponsors”). The underlying
index sponsors, which license the copyright and all other rights to
the underlying indices, have no obligation to continue to publish,
and may discontinue publication of, the underlying indices. The
consequences of any underlying index sponsor discontinuing
publication of the applicable underlying index are discussed in
“Description of the Notes — Discontinuance of an Index” 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 index or
any successor index. None of us, the guarantor, BofAS or any of our
other affiliates makes any representation to you as to the future
performance of the underlying indices. You should make your own
investigation into the underlying indices.
S&P 500® Index
The
SPX includes a representative sample of 500 companies in leading
industries of the U.S. economy. The SPX is intended to provide an
indication of the pattern of common stock price movement. The
calculation of the level of the SPX is based on the relative value
of the aggregate market value of the common stocks of 500 companies
as of a particular time compared to the aggregate average market
value of the common stocks of 500 similar companies during the base
period of the years 1941 through 1943.
Information as of market close on May 25, 2023:
| |
|
|
Bloomberg Ticker Symbol: |
SPX |
|
Current Index Value: |
4,151.28 |
|
52 Weeks Ago: |
3,978.73 |
|
52 Week High (on August 16, 2022): |
4,305.20 |
|
52 Week Low (on October 12, 2022): |
3,577.03 |
For
additional historical information, see “S&P 500®
Index Historical Performance” below. For additional information
about the S&P 500® Index, see the information set
forth in “Annex A—The S&P 500® Index” below.
Russell 2000® Index
The RTY is designed to track the performance of the small
capitalization segment of the U.S. equity market. As a subset of
the Russell 3000® Index, the RTY consists of the
smallest 2,000 companies included in the Russell 3000®
Index. The Russell 3000® Index measures the performance
of the largest 3,000 U.S. companies, representing approximately 98%
of the investable U.S. equity market. The RTY is determined,
comprised, and calculated by FTSE Russell without regard to the
securities.
Information as of market close on May 25, 2023:
| |
|
|
Bloomberg Ticker Symbol: |
RTY |
|
Current Index Value: |
1,754.605 |
|
52 Weeks Ago: |
1,799.164 |
|
52 Week High (on August 15, 2022): |
2,021.346 |
|
52 Week Low (on June 16, 2022): |
1,649.836 |
For
additional historical information, see “Russell 2000®
Index Historical Performance” below. For additional information
about the Russell 2000® Index, see the information set
forth in “Annex B—The Russell 2000® Index” below.
NASDAQ-100® Index
The
NASDAQ-100® Index, which is calculated, maintained and
published by Nasdaq, Inc., is a modified capitalization-weighted
index of 100 of the largest and most actively traded equity
securities of non-financial companies listed on The NASDAQ Stock
Market LLC. The NASDAQ-100® Index includes companies
across a variety of major industry groups. At any moment in time,
the value of the NASDAQ-100® Index equals the aggregate
value of the then-current NASDAQ-100® Index share
weights of each of the NASDAQ-100® Index component
securities, which are based on the total shares outstanding of each
such NASDAQ-100® Index component security, multiplied by
each such security’s respective last sale price on NASDAQ (which
may be the official closing price published by NASDAQ), and divided
by a scaling factor, which becomes the basis for the reported
NASDAQ-100® Index value.
Information as of market close on May 25, 2023:
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
| |
|
|
Bloomberg Ticker Symbol: |
NDX |
|
Current Index Value: |
13,938.53 |
|
52 Weeks Ago: |
11,943.93 |
|
52 Week High (on May 25, 2023): |
13,938.53 |
|
52 Week Low (on December 28, 2022): |
10,679.34 |
For additional historical information, see “NASDAQ-100®
Index Historical Performance” below. For additional information
about the NASDAQ-100® Index, see the information set
forth in “Annex C—The NASDAQ-100® Index” below.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Hypothetical Examples
The
following hypothetical examples illustrate how to determine whether
a contingent quarterly coupon is paid with respect to an
observation period and how to calculate the payment at maturity.
The following examples are for illustrative purposes only. Whether
you receive a contingent quarterly coupon will be determined by
reference to the index closing value of each underlying index on
each index business day during an observation period, and the
amount you will receive at maturity, if any, will be determined by
reference to the final index value of each underlying index on the
final observation date. Any early redemption of the securities will
be at our discretion. The actual initial index value, coupon
barrier level, and downside threshold level for each underlying
index will be determined on the pricing date. All payments on the
securities are subject to issuer and guarantor credit risk. The
below examples are based on the following terms:
| |
|
|
Contingent
Quarterly Coupon: |
If, on each index business day during an observation period,
the index closing value of each underlying index is
greater than or equal to its respective coupon barrier
level, we will pay a contingent quarterly coupon of at least
$33.125 per security (equal to a rate of at least 3.3125% per
quarter or at least 13.25% per annum) on the related coupon payment
date. The actual contingent quarterly coupon will be determined on
the pricing date.
If,
on any index business day during an observation period, the
index closing value of any underlying index is less
than the coupon barrier level for such index, no contingent
quarterly coupon will be paid with respect to that observation
period. It is possible that one or more underlying indices will
close below the respective coupon barrier level(s) on any index
business day during most or all of the observation periods
throughout the entire term of the securities so that you will
receive few or no contingent quarterly coupons.
|
|
Call
Feature: |
Beginning
on September 8, 2023, on any quarterly redemption date, we have the
right to redeem all (but not less than all) of the securities for a
redemption payment equal to the stated principal amount plus
any contingent quarterly coupon otherwise due with respect to the
relevant observation period. We will give notice to the trustee at
least five business days but not more than 60 calendar days before
the applicable redemption date. No further payments will be made on
the securities once they have been redeemed. |
|
Payment
at Maturity (if the securities have not been redeemed
early): |
If the
final index value of each underlying index is greater
than or equal to its respective downside threshold level: the
stated principal amount and, if payable, the contingent quarterly
coupon otherwise due with respect to the final observation
period.
If the
final index value of any underlying index is less
than its respective downside threshold level: (i) the stated
principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these
circumstances, the payment at maturity will be less than 70% of the
stated principal amount of the securities and could be zero.
|
|
Stated
Principal Amount: |
$1,000 |
|
Hypothetical
Initial Index Value: |
With respect to the SPX: 4,000
With
respect to the RTY: 2,000
With respect to the NDX: 12,000
|
|
Hypothetical
Coupon Barrier Level: |
With respect to the SPX: 3,000, which is 75% of the hypothetical
initial index value for such index
With
respect to the RTY: 1,500, which is 75% of the hypothetical initial
index value for such index
With respect to the NDX: 9,000, which is 75% of the hypothetical
initial index value for such index
|
|
Hypothetical
Downside Threshold Level: |
With respect to the SPX: 2,800, which is 70% of the hypothetical
initial index value for such index
With
respect to the RTY: 1,400, which is 70% of the hypothetical initial
index value for such index
With respect to the NDX: 8,400, which is 70% of the hypothetical
initial index value for such index
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
How to determine whether a contingent quarterly coupon is payable
with respect to an observation period (if the securities have not
been previously redeemed):
| |
|
|
|
|
|
|
Lowest Index Closing Value During Observation Period |
Contingent Quarterly Coupon |
|
|
SPX |
RTY |
NDX |
|
Example 1 |
3,700 (at or above coupon barrier level on each index
business day during the related observation period) |
1,950 (at or above coupon barrier level on each index
business day during the related observation period) |
11,400 (at or above coupon barrier level on each index
business day during the related observation period) |
$33.125 |
|
Example 2 |
3,700 (at or above coupon barrier level on each index
business day during the related observation period) |
1,600 (at or above coupon barrier level on each index
business day during the related observation period) |
7,000 (below coupon barrier level on at least one index
business day during the related observation period) |
$0 |
|
Example 3 |
2,100 (below coupon barrier level on at least one index
business day during the related observation period) |
900 (below coupon barrier level on at least one index
business day during the related observation period) |
9,600 (at or above coupon barrier level on each index
business day during the related observation period) |
$0 |
|
Example 4 |
2,000 (below coupon barrier level on at least one index
business day during the related observation period) |
700 (below coupon barrier level on at least one index
business day during the related observation period) |
7,100 (below coupon barrier level on at least one index
business day during the related observation period) |
$0 |
In
example 1, the SPX, the RTY and the NDX all close at or above their
respective coupon barrier levels on each index business day during
the related observation period. Therefore a contingent quarterly
coupon of $33.125 per security is paid on the relevant coupon
payment date.
In each
of the examples 2 and 3, one or more underlying indices close below
their respective coupon barrier levels on at least one index
business day during the related observation period. Therefore, no
contingent quarterly coupon is paid on the relevant coupon payment
date.
In example 4, each underlying index closes below its respective
coupon barrier level on at least one index business day during the
related observation period and accordingly no contingent quarterly
coupon is paid on the relevant coupon payment date.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
How to calculate the payment at maturity (if the securities have
not been redeemed early at our option):
| |
|
|
|
|
|
|
Final Index Value |
Payment at Maturity |
|
|
SPX |
RTY |
NDX |
|
Example 1: |
4,500 (at or above the downside threshold
level) |
2,200 (at or above the downside threshold
level) |
12,200 (at or above the downside threshold
level) |
$1,000 and, if payable, the contingent quarterly coupon with
respect to the final observation period
|
|
Example
2: |
3,650
(at or above the downside threshold
level) |
1,700
(at or above the downside threshold
level) |
4,800
(below the downside threshold level) |
$1,000
x index performance factor of the worst performing underlying index
= $1,000 x (4,800 / 12,000) = $400 |
|
Example
3: |
2,000
(below the downside threshold level) |
800
(below the downside threshold level) |
9,600
(at or above the downside threshold level) |
$1,000
x (800 / 2,000) = $400 |
|
Example
4: |
1,800
(below the downside threshold level) |
600
(below the downside threshold level) |
4,800
(below the downside threshold level) |
$1,000
x (600 / 2,000) = $300 |
|
Example
5: |
1,200
(below the downside threshold level) |
800
(below the downside threshold level) |
6,000
(below the downside threshold level) |
$1,000
x (1,200 / 4,000) = $300 |
In
example 1, the final index values of the SPX, RTY and NDX are at or
above their respective downside threshold levels. Therefore,
investors receive at maturity the stated principal amount of the
securities and, if payable, the contingent quarterly coupon with
respect to the final observation period. Investors do not
participate in the appreciation of any underlying index.
In
examples 2 and 3, the final index value(s) of one or two of the
underlying indices are at or above the respective downside
threshold level(s) but the final index value(s) of one or both of
the other underlying indices are below their respective downside
level(s). Therefore, investors are exposed to the downside
performance of the worst performing underlying index at maturity
and receive at maturity an amount equal to the stated principal
amount times the index performance factor of the worst
performing underlying index.
Similarly, in examples 4 and 5, the final index value of each
underlying index is below its respective downside threshold level,
and investors receive at maturity an amount equal to the stated
principal amount times the index performance factor of the
worst performing underlying index. In example 4, the SPX has
declined 55% from its initial index value to its final index value,
the RTY has declined 70% from its initial index value to its final
index value and the NDX has declined 60% from its initial index
value to its final index value. Therefore, the payment at maturity
equals the stated principal amount times the index
performance factor of the RTY, which is the worst performing
underlying index in this example. In example 5, the SPX has
declined 70% from its initial index value to its final index value,
the RTY has declined 60% from its initial index value and the NDX
has declined 50% from its initial index value to its final index
value. Therefore the payment at maturity equals the stated
principal amount times the index performance factor of the
SPX, which is the worst performing underlying index in this
example.
If
the securities have not been redeemed prior to maturity and the
final index value of ANY underlying index is below its respective
downside threshold level, you will be exposed to the downside
performance of the worst performing underlying index at maturity,
and your payment at maturity will be less than $700 per security
and could be zero.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Risk Factors
Your investment in the securities entails significant risks,
many of which differ from those of a conventional debt security.
Your decision to purchase the securities should be made only after
carefully considering the risks of an investment in the securities,
including those discussed below, with your advisors in light of
your particular circumstances. The securities are not an
appropriate investment for you if you are not knowledgeable about
significant elements of the securities or financial matters in
general. You should carefully review the more detailed explanation
of risks relating to the securities 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 the cover page of
this pricing supplement.
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
securities at maturity. If the securities are not called prior to
maturity and the final index value of any underlying index
is less than its downside threshold level, at maturity, your
investment will be subject to 1:1 downside exposure to decreases in
the value of the worst performing underlying index and you will
lose 1% of the principal amount for each 1% that the final index
value of the worst performing underlying index is less than its
initial index value. In that case, you will lose a significant
portion or all of your investment in the securities. |
|
● |
Your
return on the securities is limited to the return represented by
the contingent quarterly coupons, if any, over the term of the
securities. Your return on the securities is limited to the
contingent quarterly coupons paid over the term of the securities,
regardless of the extent to which the index closing value or final
index value of any underlying index exceeds its coupon barrier
level or initial index value, as applicable. Similarly, the amount
payable at maturity or upon an early redemption will never exceed
the sum of the principal amount and the applicable contingent
quarterly coupon, regardless of the extent to which the index
closing value of any underlying index exceeds its initial index
value. In contrast, a direct investment in the securities included
in one or more of the underlying indices would allow you to receive
the benefit of any appreciation in their values. Any return on the
securities 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
securities are subject to early redemption, which would limit your
ability to receive the contingent quarterly coupons over the full
term of the securities. Beginning on September 8, 2023, on any
quarterly redemption date, we have the right to redeem all (but not
less than all) of the securities for a redemption payment equal to
the stated principal amount plus any contingent quarterly
coupon otherwise due with respect to the relevant observation
period. In this case, you will lose the opportunity to continue to
receive contingent quarterly coupons after the date of early
redemption. If the securities 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 securities. Even if we do not exercise our option to redeem
your securities, our ability to do so may adversely affect the
market value of your securities. It is our sole option whether to
redeem your securities prior to maturity on any such redemption
date and we may or may not exercise this option for any reason.
Because of this early redemption potential, the term of your
securities could be anywhere between three months and three
years. |
|
● |
You
may not receive any contingent quarterly coupons. The
securities do not provide for any regular fixed coupon payments.
Investors in the securities will not necessarily receive any
contingent quarterly coupons on the securities. If the index
closing value of any underlying index is less than its coupon
barrier level on any index business day during the applicable
observation period, you will not receive the contingent quarterly
coupon applicable to that observation period. If the index closing
value of any underlying index is less than its coupon barrier level
on any index business day during all of the observation periods
during the term of the securities, you will not receive any
contingent quarterly coupons during the term of the securities, and
will not receive a positive return on the securities. |
|
● |
Your
return on the securities may be less than the yield on a
conventional debt security of comparable maturity. Any return
that you receive on the securities 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 securities
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
securities, the contingent quarterly coupon (if any) may be less
than the yield on a conventional debt security of comparable
maturity. |
|
● |
The
payment at maturity will not reflect changes in the levels of the
underlying indices other than on the final observation date.
The levels of the underlying indices during the term of the
securities other than on the final observation date will not affect
the payment at maturity. Notwithstanding the foregoing, investors
should generally be aware of the performance of the underlying
indices while holding the securities, as the performance of the
underlying indices may influence the market value of the securities
and the payment of any contingent quarterly coupons. The
calculation agent will calculate the payment at maturity by
comparing only the initial index value or the downside threshold
level, as applicable, to the final index value for each underlying
index. No other levels of the underlying indices will be taken into
account. As a result, if the securities are not called prior to
maturity, and the final index value of the worst performing
underlying index is less than its downside threshold level, you
will receive less than the principal amount at maturity even if the
level of each underlying index was always above its downside
threshold level prior to the final observation date. |
|
● |
Because
the securities are linked to the worst performing (and not the
average performance) of the underlying indices, you may not receive
any return on the securities and may lose a significant portion or
all of your investment in the securities even if the index closing
value or final index value of one underlying index is greater than
or equal to its coupon barrier level or downside threshold level,
as applicable. Your securities are linked to the worst
performing of the underlying indices, and a change in the level of
one underlying index may not correlate with changes in the level of
either of the other underlying indices. The securities are not
linked to a basket composed of the underlying indices, where the
depreciation in the level of one underlying |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
index could be offset to some extent by the appreciation in the
level of either of the other underlying indices. In the case of the
securities, the individual performance of each underlying index
would not be combined, and the depreciation in the level of one
underlying index would not be offset by any appreciation in the
level of the other underlying indices. Even if the index closing
value of an underlying index is at or above its coupon barrier
level on each index business day during the applicable observation
period, you will not receive the contingent quarterly coupon with
respect to that observation period if the index closing value of
another underlying index is below its coupon barrier level on any
index business day during the applicable observation period. In
addition, even if the final index value of an underlying index is
at or above its downside threshold level, you will lose a
significant portion or all of your investment in the securities if
the final index value of the worst performing underlying index is
below its downside threshold level.
|
● |
Any
payments on the securities 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 securities. The securities are our senior
unsecured debt securities. Any payment on the securities will be
fully and unconditionally guaranteed by the guarantor. The
securities are not guaranteed by any entity other than the
guarantor. As a result, your receipt of all payments on the
securities will be dependent upon our ability and the ability of
the guarantor to repay our respective obligations under the
securities on the applicable payment date, regardless of the index
closing value of the worst performing underlying index as compared
to its coupon barrier level, downside threshold level or initial
index value, as applicable. No assurance can be given as to what
our financial condition or the financial condition of the guarantor
will be on any payment date, including the maturity date. if we and
the guarantor become unable to meet our respective financial
obligations as they become due, you may not receive the amounts
payable under the terms of the securities and you could lose all of
your initial investment.
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
securities. However, because your return on the securities 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 underlying indices, an improvement in our or the guarantor’s
credit ratings will not reduce the other investment risks related
to the securities. No
assurance can be given as to what our financial condition or the
financial condition of the guarantor will be on any payment date,
including the maturity date. If we and the guarantor become unable
to meet our respective financial obligations as they become due,
you may not receive the amounts payable under the terms of the
securities and you could lose all of your initial
investment. |
|
● |
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 securities in the ordinary course. Therefore, our ability
to make payments on the securities may be limited. |
Valuation- and Market-related Risks
|
● |
The
price to public you pay for the securities will exceed their
initial estimated value. The range of initial estimated values
of the securities that is provided on the cover page of this
pricing supplement, and the initial estimated value as of the
pricing date that will be provided in the final pricing supplement,
are each estimates only, determined as of a particular point in
time by reference to our and our affiliates’ pricing models. These
pricing models consider certain assumptions and variables,
including our credit spreads 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 securities. These pricing models rely in part on certain
forecasts about future events, which may prove to be incorrect. If
you attempt to sell the securities 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 levels of the underlying indices, changes in the
guarantor’s internal funding rate, and the inclusion in the price
to public of the agent’s commissions and fees, if any, and the
hedging related charges, all as further described in “Structuring
the securities” below. These factors, together with various credit,
market and economic factors over the term of the securities, are
expected to reduce the price at which you may be able to sell the
securities in any secondary market and will affect the value of the
securities 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 securities in any secondary market (if
any exists) at any time. The value of your securities at any
time after issuance will vary based on many factors that cannot be
predicted with accuracy, including the performance of the
underlying indices, our and BAC’s creditworthiness and changes in
market conditions. |
|
● |
We
cannot assure you that a trading market for your securities will
ever develop or be maintained. We will not list the securities
on any securities exchange. We cannot predict how the securities
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 securities and their market
value. We, the guarantor or one or more of our other
affiliates, including BofAS, may buy or sell the securities held by
or included in the underlying indices, or futures or options
contracts or exchange traded instruments on the underlying indices
or those securities, or other instruments whose value is derived
from the underlying indices or those securities. While we, the
guarantor or one or more of our other affiliates, including BofAS,
may from time to time own securities represented by the underlying
indices, except to the extent that BAC’s common stock may be
included in the underlying indices, we, the guarantor and our other
affiliates, including BofAS, do not control any company included in
the underlying indices, 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 securities. These
transactions may present a conflict of interest between your
interest in the securities and the interests we, the guarantor and
our other affiliates, including |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
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 levels of the
underlying indices in a manner that could be adverse to your
investment in the securities. 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 securities), may affect the levels of the
underlying indices. Consequently, the levels of the underlying
indices may change subsequent to the pricing date, which may
adversely affect the market value of the securities.
We, the guarantor or one or more of our other affiliates, including
BofAS, also expect to engage in hedging activities that could
affect the levels of the underlying indices on the pricing date. In
addition, these hedging activities, including the unwinding of a
hedge, may decrease the market value of your securities prior to
maturity, and may affect the amounts to be paid on the securities.
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 securities and may hold or resell the securities. 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 levels of
the underlying indices, the market value of your securities prior
to maturity or the amounts payable on the securities.
|
● |
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 securities and, as such, will
make a variety of determinations relating to the securities,
including the amounts that will be paid on the securities. 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 Index-related Risks
|
● |
The
securities are subject to risks associated with small-size
capitalization companies. The stocks comprising the RTY 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
securities are subject to risks associated with foreign securities
markets. The NDX 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 NDX 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. |
|
● |
Governmental regulatory
actions, such as sanctions, could adversely affect your investment
in the securities. Governmental regulatory actions,
including, without limitation, sanctions-related actions by the
U.S. or a foreign government, could prohibit or otherwise restrict
persons from holding the securities or the component securities of
the underlying indices, or engaging in transactions in them, and
any such action could adversely affect the value of the underlying
indices or the securities. These regulatory actions could
result in restrictions on the securities and could result in the
loss of a significant portion or all of your initial investment in
the securities, including if you are forced to divest the
securities due to the government mandates, especially if such
divestment must be made at a time when the value of the securities
has declined. |
|
● |
The
publisher of an underlying index may adjust that underlying index
in a way that affects its levels, and the publisher has no
obligation to consider your interests. The publisher of an
underlying index can add, delete, or substitute the components
included in that underlying index or make other methodological
changes that could change its level. Any of these actions could
adversely affect the value of your securities. |
Tax-related Risks
|
● |
The
U.S. federal income tax consequences of an investment in the
securities are uncertain, and may be adverse to a holder of the
securities. No statutory, judicial, or administrative authority
directly addresses the characterization of the securities or
securities similar to the securities 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 securities are not
certain. Under the terms of the securities, you will have agreed
with us to treat the securities as contingent income-bearing single
financial contracts, as described below under “Additional Information About the Securities—Tax
considerations—General.”
If the Internal Revenue Service (the “IRS”) were successful in
asserting an alternative characterization for the securities, the
timing and character of income, gain or loss with respect to the
securities may differ. No ruling will be requested from the IRS
with respect to the securities and no assurance can be given that
the IRS will agree with the statements made in the section entitled
“Additional Information About the Securities—Tax
considerations.”
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 securities. |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
S&P 500® Index Historical Performance
The
following graph sets forth the daily closing values of the SPX for
the period from January 2, 2018 through May 25, 2023. The related
table sets forth the published high and low closing values, as well
as end-of-quarter closing values, of the SPX for each
quarter in the same period. The
closing value of the SPX on May 25, 2023 was 4,151.28. We obtained
the information in the graph and table below from Bloomberg L.P.,
without independent verification. The SPX has at times experienced
periods of high volatility, and you should not take the historical
values of the SPX as an indication of its future performance. No
assurance can be given as to the level of the SPX during any
observation period or on the final observation date.
| |
|
SPX Daily Closing Values
January 2, 2018 to May 25, 2023
|
|
|
|
*The
gray solid line in the graph indicates the hypothetical coupon
barrier level and the hypothetical downside threshold level, in
each case assuming the index closing value on May 25, 2023 were the
initial index value. |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
| |
|
|
|
|
S&P 500® Index |
High |
Low |
Period End |
|
2018 |
|
|
|
|
First
Quarter |
2,872.87 |
2,581.00 |
2,640.87 |
|
Second
Quarter |
2,786.85 |
2,581.88 |
2,718.37 |
|
Third
Quarter |
2,930.75 |
2,713.22 |
2,913.98 |
|
Fourth
Quarter |
2,925.51 |
2,351.10 |
2,506.85 |
|
2019 |
|
|
|
|
First
Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
| Second
Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
| Third
Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
|
Fourth
Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
|
2020 |
|
|
|
|
First
Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
|
Second
Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
|
Third
Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
|
Fourth
Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
|
2021 |
|
|
|
|
First
Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
|
Second
Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
|
Third
Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
|
Fourth
Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
|
2022 |
|
|
|
|
First
Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
|
Second
Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
| Third
Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
| Fourth
Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
|
2023 |
|
|
|
| First
Quarter |
4,179.76 |
3,808.10 |
4,109.31 |
| Second
Quarter (through May 25, 2023) |
4,198.05 |
4,055.99 |
4,151.28 |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Russell 2000® Index Historical Performance
The
following graph sets forth the daily closing values of the RTY for
the period from January 2, 2018 through May 25, 2023. The related
table sets forth the published high and low closing values, as well
as end-of-quarter closing values, of the RTY for each
quarter in the same period. The
closing value of the RTY on May 25, 2023 was 1,754.605. We obtained
the information in the graph and table below from Bloomberg L.P.,
without independent verification. The RTY has at times experienced
periods of high volatility, and you should not take the historical
values of the RTY as an indication of its future performance. No
assurance can be given as to the level of the RTY during any
observation period or on the final observation date.
| |
|
RTY Daily Closing Values
January 2, 2018 to May 25, 2023
|
|
|
|
*The
gray solid line in the graph indicates the hypothetical coupon
barrier level and the hypothetical downside threshold level, in
each case assuming the index closing value on May 25, 2023 were the
initial index value. |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
| |
|
|
|
|
Russell 2000® Index |
High |
Low |
Period End |
|
2018 |
|
|
|
| First
Quarter |
1,610.706 |
1,463.793 |
1,529.427 |
| Second
Quarter |
1,706.985 |
1,492.531 |
1,643.069 |
|
Third
Quarter |
1,740.753 |
1,653.132 |
1,696.571 |
|
Fourth
Quarter |
1,672.992 |
1,266.925 |
1,348.559 |
|
2019 |
|
|
|
| First
Quarter |
1,590.062 |
1,330.831 |
1,539.739 |
| Second
Quarter |
1,614.976 |
1,465.487 |
1,566.572 |
|
Third
Quarter |
1,585.599 |
1,456.039 |
1,523.373 |
|
Fourth
Quarter |
1,678.010 |
1,472.598 |
1,668.469 |
|
2020 |
|
|
|
| First
Quarter |
1,705.215 |
991.160 |
1,153.103 |
| Second
Quarter |
1,536.895 |
1,052.053 |
1,441.365 |
| Third
Quarter |
1,592.287 |
1,398.920 |
1,507.692 |
| Fourth
Quarter |
2,007.104 |
1,531.202 |
1,974.855 |
|
2021 |
|
|
|
| First
Quarter |
2,360.168 |
1,945.914 |
2,220.519 |
| Second
Quarter |
2,343.758 |
2,135.139 |
2,310.549 |
| Third
Quarter |
2,329.359 |
2,130.680 |
2,204.372 |
| Fourth
Quarter |
2,442.742 |
2,139.875 |
2,245.313 |
|
2022 |
|
|
|
| First
Quarter |
2,272.557 |
1,931.288 |
2,070.125 |
| Second
Quarter |
2,095.440 |
1,649.836 |
1,707.990 |
| Third
Quarter |
2,021.346 |
1,655.882 |
1,664.716 |
| Fourth
Quarter |
1,892.839 |
1,682.403 |
1,761.246 |
|
2023 |
|
|
|
| First
Quarter |
2,001.221 |
1,720.291 |
1,802.484 |
| Second
Quarter (through May 25, 2023) |
1,802.838 |
1,718.811 |
1,754.605 |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
NASDAQ-100® Index Historical Performance
The following graph sets forth the daily closing values of the NDX
for the period from January 2, 2018 through May 25, 2023. The
related table sets forth the published high and low closing values,
as well as end-of-quarter closing values, of the NDX for each
quarter in the same period. The closing value of the NDX on May 25,
2023 was 13,938.53. We obtained the information in the graph and
table below from Bloomberg L.P., without independent verification.
The NDX has at times experienced periods of high volatility, and
you should not take the historical values of the NDX as an
indication of its future performance. No assurance can be given as
to the level of the NDX during any observation period or on the
final observation date.
| |
NDX Daily Closing Values
January 2, 2018 to May 25, 2023 |
 |
|
*The gray solid line in the graph indicates the hypothetical
coupon barrier level and the hypothetical downside threshold level,
in each case assuming the index closing value on May 25, 2023 were
the initial index value.
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
| |
|
|
|
|
NASDAQ-100® Index |
High |
Low |
Period End |
|
2018 |
|
|
|
| First
Quarter |
7,131.12 |
6,306.10 |
6,581.13 |
| Second
Quarter |
7,280.71 |
6,390.84 |
7,040.80 |
|
Third
Quarter |
7,660.18 |
7,014.55 |
7,627.65 |
|
Fourth
Quarter |
7,645.45 |
5,899.35 |
6,329.96 |
|
2019 |
|
|
|
| First
Quarter |
7,493.27 |
6,147.13 |
7,378.77 |
| Second
Quarter |
7,845.73 |
6,978.02 |
7,671.08 |
|
Third
Quarter |
8,016.95 |
7,415.69 |
7,749.45 |
|
Fourth
Quarter |
8,778.31 |
7,550.79 |
8,733.07 |
|
2020 |
|
|
|
|
First
Quarter |
9,718.73 |
6,994.29 |
7,813.50 |
| Second
Quarter |
10,209.82 |
7,486.29 |
10,156.85 |
|
Third
Quarter |
12,420.54 |
10,279.25 |
11,418.06 |
|
Fourth
Quarter |
12,888.28 |
11,052.95 |
12,888.28 |
|
2021 |
|
|
|
| First
Quarter |
13,807.70 |
12,299.08 |
13,091.44 |
| Second
Quarter |
14,572.75 |
13,001.63 |
14,554.80 |
| Third
Quarter |
15,675.76 |
14,549.09 |
14,689.62 |
| Fourth
Quarter |
16,573.34 |
14,472.12 |
16,320.08 |
|
2022 |
|
|
|
| First
Quarter |
16,501.77 |
13,046.64 |
14,838.49 |
| Second
Quarter |
15,159.58 |
11,127.57 |
11,503.72 |
| Third
Quarter |
13,667.18 |
10,971.22 |
10,971.22 |
| Fourth
Quarter |
12,041.89 |
10,679.34 |
10,939.76 |
|
2023 |
|
|
|
| First
Quarter |
13,181.35 |
10,741.22 |
13,181.35 |
| Second
Quarter (through May 25, 2023) |
13,938.53 |
12,725.11 |
13,938.53 |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Additional Terms of the Securities
Please read this information in conjunction with the summary terms
on the front cover of this pricing supplement.
| |
|
|
Additional Terms: |
|
If the
terms described herein are inconsistent with those described in the
accompanying product supplement, prospectus supplement, or
prospectus, the terms described herein shall control. |
|
Denominations: |
The
securities will be issued in minimum denominations of $1,000 and
whole multiples of $1,000 in excess thereof. |
|
Calculation agent: |
BofAS,
an affiliate of BofA Finance. |
|
Events of default and acceleration:
|
If an event of default, as defined in the senior indenture relating
to the securities 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 securities occurs and is
continuing, the amount payable to a holder of the securities upon
any acceleration permitted under the senior indenture will be equal
to the amount described under the caption “Payment at maturity”
above, calculated as though the date of acceleration were the
maturity date of the securities and as though the final observation
date were the third index business day prior to the date of
acceleration. We will also determine whether the final contingent
quarterly coupon is payable based upon the index closing values of
the underlying indices during the observation period ending on the
deemed final observation date; any such final contingent quarterly
coupon 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 securities, whether at their maturity or upon
acceleration, the securities will not bear a default interest
rate. |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Additional Information About the Securities
|
Tax considerations: |
The following summary of the material U.S. federal income and
estate tax considerations of the acquisition, ownership, and
disposition of the securities 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 securities 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 securities upon original issuance and will hold the securities
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 securities, 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
securities, we intend to treat the securities for all tax purposes
as contingent income-bearing single financial contracts with
respect to the underlying indices and under the terms of the
securities, we and every investor in the securities agree, in the
absence of an administrative determination or judicial ruling to
the contrary, to treat the securities in accordance with such
characterization. In the opinion of our counsel, Sidley Austin LLP,
it is reasonable to treat the securities as contingent
income-bearing single financial contracts with respect to the
underlying indices. 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
securities constitute contingent income-bearing single financial
contracts with respect to the underlying indices for U.S. federal
income tax purposes. If the securities did not constitute
contingent income-bearing single financial contracts, the tax
consequences described below would be materially different.
This characterization of the securities is not binding on the
IRS or the courts. No statutory, judicial, or administrative
authority directly addresses the characterization of the securities
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 securities 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 securities, 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 securities.
We will not attempt to ascertain whether any issuer of a component
stock included in an underlying 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 one or more stocks included in an underlying
index were so treated, certain adverse U.S. federal income tax
consequences could possibly apply to a holder of the securities.
You should refer to information filed with the SEC by the issuers
of the component stocks included in each underlying index and
consult your tax advisor
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
|
regarding the possible consequences to you, if any, if any issuer
of a component stock included in an underlying 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
quarterly coupon on the securities is uncertain, we intend to take
the position, and the following discussion assumes, that any
contingent quarterly coupon 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
securities you agree, in the absence of an administrative
determination or judicial ruling to the contrary, to treat any
contingent quarterly coupon as described in the preceding
sentence.
Upon receipt of a cash payment at maturity or upon a sale,
exchange, or redemption of the securities 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 quarterly coupon, which would be taxed
as described above) and the U.S. Holder’s tax basis in the
securities. A U.S. Holder’s tax basis in the securities will equal
the amount paid by that holder to acquire them. This capital gain
or loss generally will be long-term capital gain or loss if the
U.S. Holder held the securities for more than one year. The
deductibility of capital losses is subject to limitations.
Alternative Tax Treatments. Due to the absence of
authorities that directly address the proper tax treatment of the
securities, prospective investors are urged to consult their tax
advisors regarding all possible alternative tax treatments of an
investment in the securities. In particular, the IRS could seek to
subject the securities 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 securities
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 securities generally would be
treated as ordinary income, and any loss realized at maturity or
upon a sale, exchange, or redemption of the securities 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 securities could be treated as
a unit consisting of a deposit and a put option written by the
security holder, in which case the timing and character of income
on the securities would be affected significantly.
The IRS released Notice 2008-2 (the “Notice”), which sought
comments from the public on the taxation of financial instruments
currently taxed as “prepaid forward contracts.” This Notice
addresses instruments such as the securities. According to the
Notice, the IRS and Treasury are considering whether a holder of an
instrument such as the securities 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 securities,
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 securities.
Because of the absence of authority regarding the appropriate tax
characterization of the securities, it is also possible that the
IRS could seek to characterize the securities 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 securities should be treated as
ordinary gain or loss.
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
|
Because each underlying index is an index that periodically
rebalances, it is possible that the securities could be treated as
a series of contingent income-bearing single financial contracts,
each of which matures on the next rebalancing date. If the
securities were properly characterized in such a manner, a U.S.
Holder would be treated as disposing of the securities on each
rebalancing date in return for new securities 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 securities
(which would be adjusted to take into account any prior recognition
of gain or loss) and the fair market value of the securities on
such date.
Non-U.S. Holders
Because the U.S. federal income tax treatment of the securities
(including any contingent quarterly coupon) 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 quarterly coupon
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 securities (not including, for the avoidance of
doubt, amounts representing any contingent quarterly coupon which
would be subject to the rules discussed in the previous paragraph)
upon the sale, exchange, or redemption of the securities 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 securities 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 securities is engaged in the conduct of
a trade or business within the U.S. and if any contingent quarterly
coupon and gain realized on the settlement at maturity, or upon
sale, exchange, or redemption of the securities, 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 quarterly coupon 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 securities. 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 securities are not delta-one
instruments, Non-U.S. Holders should not be subject to withholding
on dividend equivalent payments, if any, under the securities.
However, it is possible that the securities could be treated as
deemed reissued for U.S. federal income tax purposes upon the
occurrence of certain events affecting the underlying indices or
the securities, and following such occurrence the securities 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 underlying indices or the securities
should consult their tax advisors as to the application of the
dividend equivalent withholding tax in the context of the
securities and their
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
|
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 securities
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
securities 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 security 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 security.
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 securities.
|
|
Structuring the securities: |
The
securities are our debt securities, the return on which is linked
to the performance of the underlying indices. 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 securities 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 securities, along with the fees and charges
associated with market-linked notes, typically results in the
initial estimated value of the securities on the pricing date being
less than their price to public.
The
initial estimated value range of the securities is set forth on the
cover page of this pricing supplement. The final pricing supplement
will set forth the initial estimated value of the securities as of
the pricing date.
In
order to meet our payment obligations on the securities, at the
time we issue the securities, 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 underlying indices,
the tenor of the securities and the hedging arrangements. The
economic terms of the securities 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 11
above and “Supplemental Use of Proceeds” on page PS-20 of the
accompanying product supplement.
|
|
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 agent in the distribution of the securities.
Accordingly, the offering of the securities 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
expect to deliver the securities 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, if the initial
settlement of the securities occurs more than two business days
from the pricing date, purchasers who wish to trade the securities
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 securities from us as principal at the public offering price
indicated on the cover of this pricing supplement, less the
indicated agent's commission and fees, if any. BofAS will sell the
securities 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
securities 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 securities at
the same discount. Morgan Stanley Smith
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
|
Barney LLC (“Morgan Stanley Wealth Management”) and its financial
advisors will collectively receive from the agent, BofAS, a fixed
sales commission for each security they sell, and Morgan Stanley
Wealth Management will receive a structuring fee for each security,
in each case as specified on the cover page of this document. The
costs included in the original issue price of the securities will
include a fee paid by BofAS to LFT Securities, LLC, an entity in
which an affiliate of Morgan Stanley Wealth Management has an
ownership interest, for providing certain electronic platform
services with respect to this offering.
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
securities. 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 securities, BofAS may offer to buy the
securities in the secondary market at a price that may exceed the
initial estimated value of the securities. Any price offered by
BofAS for the securities will be based on then-prevailing market
conditions and other considerations, including the performance of
the underlying indices and the remaining term of the securities.
However, none of us, the guarantor, BofAS or any of our other
affiliates is obligated to purchase your securities at any price or
at any time, and we cannot assure you that any party will purchase
your securities at a price that equals or exceeds the initial
estimated value of the securities.
Any
price that BofAS may pay to repurchase the securities 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 securities.
Sales Outside of the United States
The
securities 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 securities 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 securities in any
jurisdiction other than the United States. As such, these
securities 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 securities is being made to
residents of:
·
Australia
·
Barbados
·
Belgium
·
Crimea
·
Cuba
·
Curacao
Sint Maarten
·
Gibraltar
·
Indonesia
·
Iran
·
Italy
·
Kazakhstan
·
Malaysia
·
New
Zealand
·
North
Korea
·
Norway
·
Russia
·
Syria
You
are urged to carefully review the selling restrictions that may be
applicable to your jurisdiction beginning on page S-56 of the
accompanying prospectus supplement.
European Economic Area and United Kingdom
None
of this pricing supplement, the accompanying 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 securities in any Member State of the
European Economic Area (the “EEA”) or in the United Kingdom
(each,
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
|
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 securities 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
securities 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 securities 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 securities to be offered so as to enable an investor to decide
to purchase or subscribe for the securities. Consequently no key
information document required by Regulation (EU) No 1286/2014, as
amended (the “PRIIPs Regulation”) for offering or selling the
securities 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 securities 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 securities 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 securities 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 securities 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
securities in, from or otherwise involving the United Kingdom.
|
|
Where you can find more information: |
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.
The terms and risks of the securities 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
Please note that, for purposes of this pricing supplement,
references in the accompanying product supplement EQUITY-1 to
“closing level”, “Trading Day”, “Underlying”, “Index Publisher” and
“Index” shall be deemed to refer to “index closing value”, “index
business day”, “underlying index”, “underlying index sponsor” and
“underlying index”, respectively.
|
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Annex A—The S&P 500® Index
The
SPX includes a representative sample of 500 companies in leading
industries of the U.S. economy. The SPX is intended to provide an
indication of the pattern of common stock price movement. The
calculation of the level of the SPX is based on the relative value
of the aggregate market value of the common stocks of 500 companies
as of a particular time compared to the aggregate average market
value of the common stocks of 500 similar companies during the base
period of the years 1941 through 1943.
The
SPX includes companies from eleven main groups: Communication
Services; Consumer Discretionary; Consumer Staples; Energy;
Financials; Health Care; Industrials; Information Technology; Real
Estate; Materials; and Utilities. S&P Dow Jones Indices LLC
(“SPDJI”), the sponsor of the SPX, may from time to time, in its
sole discretion, add companies to, or delete companies from, the
SPX to achieve the objectives stated above.
Company additions to the SPX must have an unadjusted company market
capitalization of $14.6 billion or more (an increase from the
previous requirement of an unadjusted company market capitalization
of $13.1 billion or more).
SPDJI calculates the SPX by reference to the prices of the
constituent stocks of the SPX without taking account of the value
of dividends paid on those stocks. As a result, the return on the
securities will not reflect the return you would realize if you
actually owned the SPX constituent stocks and received the
dividends paid on those stocks.
Computation of the SPX
While SPDJI currently employs the following methodology to
calculate the SPX, no assurance can be given that SPDJI will not
modify or change this methodology in a manner that may affect
payments on the securities.
Historically, the market value of any component stock of the SPX
was calculated as the product of the market price per share and the
number of then outstanding shares of such component stock. In March
2005, SPDJI began shifting the SPX halfway from a market
capitalization weighted formula to a float-adjusted formula, before
moving the SPX to full float adjustment on September 16, 2005.
SPDJI’s criteria for selecting stocks for the SPX did not change
with the shift to float adjustment. However, the adjustment affects
each company’s weight in the SPX.
Under float adjustment, the share counts used in calculating the
SPX reflect only those shares that are available to investors, not
all of a company’s outstanding shares. Float adjustment excludes
shares that are closely held by control groups, other publicly
traded companies or government agencies.
In
September 2012, all shareholdings representing more than 5% of a
stock’s outstanding shares, other than holdings by “block owners,”
were removed from the float for purposes of calculating the SPX.
Generally, these “control holders” will include officers and
directors, private equity, venture capital and special equity
firms, other publicly traded companies that hold shares for
control, strategic partners, holders of restricted shares, ESOPs,
employee and family trusts, foundations associated with the
company, holders of unlisted share classes of stock, government
entities at all levels (other than government retirement/pension
funds) and any individual person who controls a 5% or greater stake
in a company as reported in regulatory filings. However, holdings
by block owners, such as depositary banks, pension funds, mutual
funds and ETF providers, 401(k) plans of the company, government
retirement/pension funds, investment funds of insurance companies,
asset managers and investment funds, independent foundations and
savings and investment plans, will ordinarily be considered part of
the float.
Treasury stock, stock options, restricted shares, equity
participation units, warrants, preferred stock, convertible stock,
and rights are not part of the float. Shares held in a trust to
allow investors in countries outside the country of domicile, such
as depositary shares and Canadian exchangeable shares, are normally
part of the float unless those shares form a control block. If a
company has multiple classes of stock outstanding, shares in an
unlisted or non-traded class are treated as a control block.
For
each stock, an investable weight factor (“IWF”) is calculated by
dividing the available float shares by the total shares
outstanding. Available float shares are defined as the total shares
outstanding less shares held by control holders. This calculation
is subject to a 5% minimum threshold for control blocks. For
example, if a company’s officers and directors hold 3% of the
company’s shares, and no other control group holds 5% of the
company’s shares, SPDJI would assign that company an IWF of 1.00,
as no control group meets the 5% threshold. However, if a company’s
officers and directors hold 3% of the company’s shares and another
control group holds 20% of the company’s shares, SPDJI would assign
an IWF of 0.77, reflecting the fact that 23% of the company’s
outstanding shares are considered to be held for control. As of
July 31, 2017, companies with multiple share class lines are no
longer eligible for inclusion in the SPX. Constituents of the SPX
prior to July 31, 2017 with multiple share class lines will be
grandfathered in and continue to be included in the SPX. If a
constituent company of the SPX reorganizes into a multiple share
class line structure, that company will remain in the SPX at the
discretion of the S&P Index Committee in order to minimize
turnover.
The
SPX is calculated using a base-weighted aggregate methodology. The
level of the SPX reflects the total market value of all component
stocks relative to the base period of the years 1941 through 1943.
An indexed number is used to represent the results of this
calculation in order to make the level easier to work with and
track over time. The actual total market value of the component
stocks during the base period of the years 1941 through 1943 has
been set to an indexed level of 10. This is often indicated by the
notation 1941- 43 = 10. In practice, the daily calculation of the
SPX is computed by dividing the total market value of the component
stocks by the “index divisor.” By itself, the index divisor is an
arbitrary number. However, in the context of the calculation of the
SPX, it serves as a link to the original base period level of the
SPX. The index divisor keeps the SPX comparable over time and is
the manipulation point for all adjustments to the SPX, which is
index maintenance.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Index Maintenance
Index maintenance includes monitoring and completing the
adjustments for company additions and deletions, share changes,
stock splits, stock dividends, and stock price adjustments due to
company restructuring or spinoffs. Some corporate actions, such as
stock splits and stock dividends, require changes in the common
shares outstanding and the stock prices of the companies in the
SPX, and do not require index divisor adjustments.
To
prevent the level of the SPX from changing due to corporate
actions, corporate actions which affect the total market value of
the SPX require an index divisor adjustment. By adjusting the index
divisor for the change in market value, the level of the SPX
remains constant and does not reflect the corporate actions of
individual companies in the SPX. Index divisor adjustments are made
after the close of trading and after the calculation of the SPX
closing value.
Changes in a company’s shares outstanding of 5.00% or more due to
mergers, acquisitions, public offerings, tender offers, Dutch
auctions, or exchange offers are made as soon as reasonably
possible. Share changes due to mergers or acquisitions of publicly
held companies that trade on a major exchange are implemented when
the transaction occurs, even if both of the companies are not in
the same headline index, and regardless of the size of the change.
All other changes of 5.00% or more (due to, for example, company
stock repurchases, private placements, redemptions, exercise of
options, warrants, conversion of preferred stock, notes, debt,
equity participation units, at-the-market offerings, or other
recapitalizations) are made weekly and are announced on Fridays for
implementation after the close of trading on the following Friday.
Changes of less than 5.00% are accumulated and made quarterly on
the third Friday of March, June, September, and December, and are
usually announced two to five days prior.
If
a change in a company’s shares outstanding of 5.00% or more causes
a company’s IWF to change by five percentage points or more, the
IWF is updated at the same time as the share change. IWF changes
resulting from partial tender offers are considered on a case by
case basis.
License Agreement
S&P® is a registered trademark of Standard &
Poor’s Financial Services LLC (“S&P”) and Dow Jones®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow
Jones”). These trademarks have been licensed for use by S&P Dow
Jones Indices LLC. “Standard & Poor’s®,” “S&P
500®” and “S&P®” are trademarks of
S&P. These trademarks have been sublicensed for certain
purposes by our affiliate, Merrill Lynch, Pierce, Fenner &
Smith Incorporated. The SPX is a product of S&P Dow Jones
Indices LLC and/or its affiliates and has been licensed for use by
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The
securities are not sponsored, endorsed, sold or promoted by S&P
Dow Jones Indices LLC, Dow Jones, S&P or any of their
respective affiliates (collectively, “S&P Dow Jones Indices”).
S&P Dow Jones Indices make no representation or warranty,
express or implied, to the holders of the securities or any member
of the public regarding the advisability of investing in securities
generally or in the securities particularly or the ability of the
SPX to track general market performance. S&P Dow Jones Indices’
only relationship to Merrill Lynch, Pierce, Fenner & Smith
Incorporated with respect to the SPX is the licensing of the SPX
and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its third party licensors. The SPX is
determined, composed and calculated by S&P Dow Jones Indices
without regard to us, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, or the securities. S&P Dow Jones Indices have no
obligation to take our needs, BAC’s needs or the needs of Merrill
Lynch, Pierce, Fenner & Smith Incorporated or holders of the
securities into consideration in determining, composing or
calculating the SPX. S&P Dow Jones Indices are not responsible
for and have not participated in the determination of the prices
and amount of the securities or the timing of the issuance or sale
of the securities or in the determination or calculation of the
equation by which the securities are to be converted into cash.
S&P Dow Jones Indices have no obligation or liability in
connection with the administration, marketing or trading of the
securities. There is no assurance that investment products based on
the SPX will accurately track index performance or provide positive
investment returns. S&P Dow Jones Indices LLC and its
subsidiaries are not investment advisors. Inclusion of a security
or futures contract within an index is not a recommendation by
S&P Dow Jones Indices to buy, sell, or hold such security or
futures contract, nor is it considered to be investment advice.
Notwithstanding the foregoing, CME Group Inc. and its affiliates
may independently issue and/or sponsor financial products unrelated
to the securities currently being issued by us, but which may be
similar to and competitive with the securities. In addition, CME
Group Inc. and its affiliates may trade financial products which
are linked to the performance of the SPX. It is possible that this
trading activity will affect the value of the securities.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY,
TIMELINESS AND/OR THE COMPLETENESS OF THE SPX OR ANY DATA RELATED
THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR
WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH
RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO
ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS
THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO
RESULTS TO BE OBTAINED BY US, BAC, BOFAS, MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, HOLDERS OF THE SECURITIES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE SPX OR WITH RESPECT TO
ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF
ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES
AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, OTHER
THAN THE LICENSORS OF S&P DOW JONES INDICES.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Annex B—The Russell 2000® Index
The RTY was developed by Russell Investments (“Russell”) before
FTSE International Limited and Russell combined in 2015 to create
FTSE Russell, which is wholly owned by London Stock Exchange Group.
Additional information on the RTY is available at the following
website: http://www.ftserussell.com. No information on that website
is deemed to be included or incorporated by reference in this
pricing supplement.
Russell
began dissemination of the RTY (Bloomberg L.P. index symbol “RTY”)
on January 1, 1984. FTSE Russell calculates and publishes the RTY.
The RTY was set to 135 as of the close of business on December 31,
1986. The RTY is designed to track the performance of the small
capitalization segment of the U.S. equity market. As a subset of
the Russell 3000® Index, the RTY consists
of the smallest 2,000 companies included in the Russell
3000® Index. The Russell
3000® Index measures the
performance of the largest 3,000 U.S. companies, representing
approximately 98% of the investable U.S. equity market. The RTY is
determined, comprised, and calculated by FTSE Russell without
regard to the securities.
Selection of Stocks Comprising the RTY
Each company eligible for inclusion in the RTY 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 RTY 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 RTY 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 RTY. Similarly, companies with
only 5% or less of their shares available in the marketplace are
not eligible for the RTY. 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 RTY is completely
rebuilt. Based on closing levels 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 RTY using the then
existing market capitalizations of eligible companies.
Reconstitution of the RTY 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 RTY on a quarterly basis based on total
market capitalization ranking within the market-adjusted
capitalization
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
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.
License Agreement
“Russell 2000®” and “Russell 3000®” are
trademarks of FTSE Russell and have been licensed for use by our
affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The securities are not sponsored, endorsed, sold, or promoted by
FTSE Russell, and FTSE Russell makes no representation regarding
the advisability of investing in the securities.
FTSE Russell and Merrill Lynch, Pierce, Fenner & Smith
Incorporated have entered into a non-exclusive license agreement
providing for the license to Merrill Lynch, Pierce, Fenner &
Smith Incorporated and its affiliates, including us, in exchange
for a fee, of the right to use indices owned and published by FTSE
Russell in connection with some securities, including the
securities. The license agreement provides that the following
language must be stated in this pricing supplement:
The securities are not sponsored, endorsed, sold, or promoted by
FTSE Russell. FTSE Russell makes no representation or warranty,
express or implied, to the holders of the securities or any member
of the public regarding the advisability of investing in securities
generally or in the securities particularly or the ability of the
RTY to track general stock market performance or a segment of the
same. FTSE Russell’s publication of the RTY in no way suggests or
implies an opinion by FTSE Russell as to the advisability of
investment in any or all of the securities upon which the RTY is
based. FTSE Russell’s only relationship to Merrill Lynch, Pierce,
Fenner & Smith Incorporated and to us is the licensing of
certain trademarks and trade names of FTSE Russell and of the RTY,
which is determined, composed, and calculated by FTSE Russell
without regard to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, us, or the securities. FTSE Russell is not
responsible for and has not reviewed the securities nor any
associated literature or publications and FTSE Russell makes no
representation or warranty express or implied as to their accuracy
or completeness, or otherwise. FTSE Russell reserves the right, at
any time and without notice, to alter, amend, terminate, or in any
way change the RTY. FTSE Russell has no obligation or liability in
connection with the administration, marketing, or trading of the
securities.
FTSE RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE RTY OR ANY DATA INCLUDED THEREIN AND FTSE
RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, US, BAC, BOFAS, HOLDERS OF THE
NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RTY OR ANY
DATA INCLUDED THEREIN. FTSE RUSSELL MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE RTY OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL FTSE RUSSELL HAVE ANY
LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
Annex C—The NASDAQ-100® Index
The NDX is intended to measure the performance of the 100 largest
domestic and international non-financial securities listed on The
Nasdaq Stock Market ("NASDAQ") based on market capitalization. The
NDX reflects companies across major industry groups including
computer hardware and software, telecommunications,
retail/wholesale trade and biotechnology. It does not contain
securities of financial companies including investment
companies.
The NDX began trading on January 31, 1985 at a base value of
125.00. The NDX is calculated and published by Nasdaq, Inc. In
administering the NDX, Nasdaq, Inc. will exercise reasonable
discretion as it deems appropriate.
Underlying Stock Eligibility Criteria
NDX eligibility is limited to specific security types only. The
security types eligible for the NDX include foreign or domestic
common stocks, ordinary shares, ADRs and tracking stocks. Security
types not included in the NDX are closed-end funds, convertible
debt securities, exchange traded funds, limited liability
companies, limited partnership interests, preferred stocks, rights,
shares or units of beneficial interest, warrants, units, and other
derivative securities. The NDX does not contain securities of
investment companies. For purposes of the NDX eligibility criteria,
if the security is a depositary receipt representing a security of
a non-U.S. issuer, then references to the “issuer” are references
to the issuer of the underlying security.
Initial Eligibility Criteria
To be eligible for initial inclusion in the NDX, a security must be
listed on NASDAQ and meet the following criteria:
|
● |
the
security’s U.S. listing must be exclusively on the Nasdaq Global
Select Market or the Nasdaq Global Market (unless the security was
dually listed on another U.S. market prior to January 1, 2004 and
has continuously maintained such listing); |
|
● |
the
security must be of a non-financial company; |
|
● |
the
security may not be issued by an issuer currently in bankruptcy
proceedings; |
|
● |
the
security must have a minimum three-month average daily trading
volume of at least 200,000 shares; |
|
● |
if the
issuer of the security is organized under the laws of a
jurisdiction outside the U.S., then such security must have listed
options on a recognized options market in the U.S. or be eligible
for listed-options trading on a recognized options market in the
U.S.; |
|
● |
the
issuer of the security may not have entered into a definitive
agreement or other arrangement which would likely result in the
security no longer being eligible for inclusion in the
NDX; |
|
● |
the
issuer of the security may not have annual financial statements
with an audit opinion that is currently withdrawn; and |
|
● |
the
issuer of the security must have “seasoned” on NASDAQ, the New York
Stock Exchange or NYSE Amex. Generally, a company is considered to
be seasoned if it has been listed on a market for at least three
full months (excluding the first month of initial
listing). |
Continued Eligibility Criteria
In addition, to be eligible for continued inclusion in the NDX, the
following criteria apply:
|
● |
the
security’s U.S. listing must be exclusively on the Nasdaq Global
Select Market or the Nasdaq Global Market; |
|
● |
the
security must be of a non-financial company; |
|
● |
the
security may not be issued by an issuer currently in bankruptcy
proceedings; |
|
● |
the
security must have a minimum three-month average daily trading
volume of at least 200,000 shares; |
|
● |
if the
issuer of the security is organized under the laws of a
jurisdiction outside the U.S., then such security must have listed
options on a recognized options market in the U.S. or be eligible
for listed-options trading on a recognized options market in the
U.S. (measured annually during the ranking review
process); |
|
● |
the
security must have an adjusted market capitalization equal to or
exceeding 0.10% of the aggregate adjusted market capitalization of
the NDX at each month-end. In the event a company does not meet
this criterion for two consecutive month-ends, it will be removed
from the NDX effective after the close of trading on the third
Friday of the following month; and |
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
|
● |
the
issuer of the security may not have annual financial statements
with an audit opinion that is currently withdrawn. |
Computation of the NDX
The value of the NDX equals the aggregate value of the NDX share
weights (the “NDX Shares”) of each of the NDX securities multiplied
by each such security’s last sale price (last sale price refers to
the last sale price on NASDAQ), and divided by the divisor of the
NDX. If trading in an NDX security is halted while the market is
open, the last traded price for that security is used for all NDX
computations until trading resumes. If trading is halted before the
market is open, the previous day’s last sale price is used. The
formula for determining the NDX value is as follows:
The NDX is ordinarily calculated without regard to cash dividends
on NDX securities. The NDX is calculated during the trading day and
is disseminated once per second from 09:30:01 to 17:16:00 ET. The
closing level of the NDX may change up until 17:15:00 ET due to
corrections to the last sale price of the NDX securities. The
official closing value of the NDX is ordinarily disseminated at
17:16:00 ET.
NDX Maintenance
Changes to NDX Constituents
Changes to the NDX constituents may be made during the annual
ranking review. In addition, if at any time during the year other
than the annual review, it is determined that an NDX security
issuer no longer meets the criteria for continued inclusion in the
NDX, or is otherwise determined to have become ineligible for
continued inclusion in the NDX, it is replaced with the largest
market capitalization issuer not currently in the NDX that meets
the applicable eligibility criteria for initial inclusion in the
NDX.
Ordinarily, a security will be removed from the NDX at its last
sale price. However, if at the time of its removal the NDX security
is halted from trading on its primary listing market and an
official closing price cannot readily be determined, the NDX
security may, in Nasdaq, Inc.’s discretion, be removed at a price
of $0.00000001 (“zero price”). This zero price will be applied to
the NDX security after the close of the market but prior to the
time the official closing value of the NDX is disseminated.
Divisor Adjustments
The divisor is adjusted to ensure that changes in the NDX
constituents either by corporate actions (that adjust either the
price or shares of an NDX security) or NDX participation outside of
trading hours do not affect the value of the NDX. All divisor
changes occur after the close of the applicable index security
markets.
Quarterly NDX Rebalancing
The NDX will be rebalanced on a quarterly basis if it is determined
that (1) the current weight of the single NDX security with the
largest market capitalization is greater than 24.0% of the NDX or
(2) the collective weight of those securities whose individual
current weights are in excess of 4.5% exceeds 48.0% of the NDX. In
addition, a “special rebalancing” of the NDX may be conducted at
any time if Nasdaq, Inc. determines it necessary to maintain the
integrity and continuity of the NDX. If either one or both of the
above weight distribution conditions are met upon quarterly review,
or Nasdaq, Inc. determines that a special rebalancing is necessary,
a weight rebalancing will be performed.
If the first weight distribution condition is met and the current
weight of the single NDX security with the largest market
capitalization is greater than 24.0%, then the weights of all
securities with current weights greater than 1.0% (“large
securities”) will be scaled down proportionately toward 1.0% until
the adjusted weight of the single largest NDX security reaches
20.0%.
If the second weight distribution condition is met and the
collective weight of those securities whose individual current
weights are in excess of 4.5% (or adjusted weights in accordance
with the previous step, if applicable) exceeds 48.0% of the NDX,
then the weights of all such large securities in that group will be
scaled down proportionately toward 1.0% until their collective
weight, so adjusted, is equal to 40.0%.
The aggregate weight reduction among the large securities resulting
from either or both of the rebalancing steps above will then be
redistributed to those securities with weightings of less than 1.0%
(“small securities”) in the following manner. In the first
iteration, the weight of the largest small security will be scaled
upwards by a factor which sets it equal to the average NDX weight
of 1.0%. The weights of each of the smaller remaining small
securities will be scaled up by the same factor reduced in relation
to each security’s relative ranking among the small securities such
that the smaller the NDX security in the ranking, the less its
weight will be scaled upward. This is intended to reduce the market
impact of the weight rebalancing on the smallest component
securities in the NDX.
BofA Finance
LLC
Callable
Contingent Income Securities due June 5, 2026
Payments on
the Securities Based on the Worst Performing of the S&P
500® Index, the Russell 2000® Index and the
NASDAQ-100® Index
Principal
at Risk Securities
In the second iteration of the small security rebalancing, the
weight of the second largest small security, already adjusted in
the first iteration, will be scaled upwards by a factor which sets
it equal to the average NDX weight of 1.0%. The weights of each of
the smaller remaining small securities will be scaled up by this
same factor reduced in relation to each security’s relative ranking
among the small securities such that, once again, the smaller the
security in the ranking, the less its weight will be scaled upward.
Additional iterations will be performed until the accumulated
increase in weight among the small securities equals the aggregate
weight reduction among the large securities that resulted from the
rebalancing in accordance with the two weight distribution
conditions discussed above.
Finally, to complete the rebalancing process, once the final
weighting percentages for each NDX security have been set, the NDX
Shares will be determined anew based upon the last sale prices and
aggregate capitalization of the NDX at the close of trading on the
last calendar day in February, May, August and November. Changes to
the NDX Shares will be made effective after the close of trading on
the third Friday in March, June, September and December, and an
adjustment to the divisor is made to ensure continuity of the NDX.
Ordinarily, new rebalanced NDX Shares will be determined by
applying the above procedures to the current NDX Shares. However,
Nasdaq, Inc. may, from time to time, determine rebalanced weights,
if necessary, by applying the above procedure to the actual current
market capitalization of the NDX components. In such instances,
Nasdaq, Inc. would announce the different basis for rebalancing
prior to its implementation.
During the quarterly rebalancing, data is cutoff as of the previous
month end and no changes are made to the NDX from that cutoff until
the quarterly index share change effective date, except in the case
of changes due to corporate actions with an ex-date.
Adjustments for Corporate Actions
Changes in the price and/or NDX Shares driven by corporate events
such as stock dividends, splits, and certain spin-offs and rights
issuances will be adjusted on the ex-date. If the change in total
shares outstanding arising from other corporate actions is greater
than or equal to 10.0%, the change will be made as soon as
practicable. Otherwise, if the change in total shares outstanding
is less than 10.0%, then all such changes are accumulated and made
effective at one time on a quarterly basis after the close of
trading on the third Friday in each of March, June, September, and
December. The NDX Shares are derived from the security’s total
shares outstanding. The NDX Shares are adjusted by the same
percentage amount by which the total shares outstanding have
changed.
License Agreement
The securities
are not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or
its affiliates (Nasdaq, Inc., with its affiliates, are referred to
as the “Corporations”). The Corporations have not passed on the
legality or suitability of, or the accuracy or adequacy of
descriptions and disclosures relating to, the securities. The
Corporations make no representation or warranty, express or
implied, to the owners of the securities or any member of the
public regarding the advisability of investing in securities
generally or in the securities particularly, or the ability of the
NDX to track general stock market performance. The Corporations’
only relationship to our affiliate, Merrill Lynch, Pierce, Fenner
& Smith Incorporated (“Licensee”) is in the licensing of the
NASDAQ®,
OMX®, NASDAQ
OMX®, and NDX
registered trademarks, and certain trade names of the Corporations
or their licensor and the use of the NDX which is determined,
composed and calculated by Nasdaq, Inc. without regard to Licensee
or the securities. Nasdaq, Inc. has no obligation to take the needs
of the Licensee or the owners of the securities into consideration
in determining, composing or calculating the NDX. The Corporations
are not responsible for and have not participated in the
determination of the timing of, prices at, or quantities of the
securities to be issued or in the determination or calculation of
the equation by which the securities are to be converted into cash.
The Corporations have no liability in connection with the
administration, marketing or trading of the securities.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NDX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO
BE OBTAINED BY LICENSEE, OWNERS OF THE NOTES, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE NDX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NDX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
Bank of America (NYSE:BAC)
Gráfico Histórico do Ativo
De Set 2023 até Out 2023
Bank of America (NYSE:BAC)
Gráfico Histórico do Ativo
De Out 2022 até Out 2023
