10/07/2025 | Press release | Distributed by Public on 10/07/2025 15:22
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718
and 333-268718-01
(To Prospectus dated December 30, 2022,
Prospectus Supplement dated December 30, 2022 and
Product Supplement EQUITY MLI-1
dated September 13, 2024)
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310,000 Units
$10 principal amount per unit CUSIP No. 09711E522 |
Pricing Date
Settlement Date Maturity Date |
October 3, 2025
October 9, 2025 October 12, 2027 |
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BofA Finance LLC
Market Index Target-Term Securities®Linked to the Russell 2000® Index
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Maturity of approximately 2 years
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100.00% participation in increases in the Index, subject to a capped return of 10.80%
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If the Index is flat or decreases, payment at maturity will be the principal amount
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All payments occur at maturity and are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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No periodic interest payments
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$10.00
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$3,100,000.00
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Underwriting discount(1)
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$0.15
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$ 46,500.00
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$0.05
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$ 15,500.00
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Proceeds, before expenses, to BofA Finance
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$9.80
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$3,038,000.00
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(1)
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The underwriting discount reflects a sales commission of $0.15 per unit and a structuring fee of $0.05 per unit.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Terms of the Notes
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Redemption Amount Determination
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Issuer:
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BofA Finance LLC ("BofA Finance")
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On the maturity date, you will receive a cash payment per unit determined as follows:
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Guarantor:
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Bank of America Corporation ("BAC")
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately 2 years
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Market Measure:
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The Russell 2000® Index (Bloomberg symbol: "RTY")
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Starting Value:
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2,476.178
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Ending Value:
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The closing level of the Market Measure on the Final Calculation Day. The scheduled Final Calculation Day is subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-30 of the accompanying product supplement.
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Minimum Redemption Amount:
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$10.00 per unit. If you sell your notes before the maturity date, you may receive less than the Minimum Redemption Amount per unit.
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Participation Rate:
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100%
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Capped Value:
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$11.08 per unit, which represents a return of 10.80% over the principal amount.
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Final Calculation Day/Maturity Valuation Period:
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October 4, 2027
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Fees and Charges:
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The underwriting discount of $0.20 per unit listed on the cover page.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Market Index Target-Term Securities®
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TS-2
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
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Product supplement EQUITY MLI-1 dated September 13, 2024: https://www.sec.gov/Archives/edgar/data/70858/000119312524218927/d843258d424b5.htm
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■
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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
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You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the value of the Index will increase moderately from the Starting Value to the Ending Value.
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You accept that the return on the notes will be zero if the Index does not increase from the Starting Value to the Ending Value.
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You accept that the return on the notes will be capped.
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
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You are willing to accept a limited or no market for the notes prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC's actual and perceived creditworthiness, BAC's internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, and BAC's credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.
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You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
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You seek a guaranteed positive return on your investment.
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You seek an uncapped return on your investment.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the stocks included in the Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take BAC's credit risk, as guarantor of the notes.
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Market Index Target-Term Securities®
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TS-3
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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This graph reflects the returns on the notes, based on the Participation Rate of 100%, the Minimum Redemption Amount of $10.00 and the Capped Value of $11.08 per unit per unit. The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index, excluding dividends.
This graph has been prepared for purposes of illustration only.
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Ending Value
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Percentage Change from the Starting Value to the Ending Value
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Redemption Amount per Unit
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Total Rate of Return on the Notes
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0.00
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-100.00%
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$10.00(1)
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0.00%
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50.00
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-50.00%
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$10.00
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0.00%
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80.00
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-20.00%
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$10.00
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0.00%
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90.00
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-10.00%
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$10.00
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0.00%
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95.00
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-5.00%
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$10.00
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0.00%
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100.00(2)
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0.00%
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$10.00
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0.00%
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102.00
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2.00%
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$10.20
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2.00%
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110.00
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10.00%
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$11.00
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10.00%
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110.80
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10.80%
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$11.08(3)
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10.80%
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120.00
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20.00%
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$11.08
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10.80%
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130.00
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30.00%
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$11.08
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10.80%
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140.00
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40.00%
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$11.08
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10.80%
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150.00
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50.00%
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$11.08
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10.80%
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160.00
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60.00%
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$11.08
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10.80%
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(1)
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The Redemption Amount per unit will not be less than the Minimum Redemption Amount.
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(2)
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The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual Starting Value for the Index is set forth on page TS-2 above.
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(3)
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The Redemption Amount per unit cannot exceed the Capped Value.
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Market Index Target-Term Securities®
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TS-4
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Example 1
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The Ending Value is 50.00, or 50.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 50.00
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= $5.00 Redemption Amount per unit, however, because the Redemption Amount for the notes cannot be less than the Minimum Redemption Amount, the Redemption Amount will be $10.00 per unit
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Example 2
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The Ending Value is 110.00, or 110.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 110.00
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= $11.00 Redemption Amount per unit
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Example 3
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The Ending Value is 130.00, or 130.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 130.00
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= $13.00 Redemption Amount per unit, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $11.08 per unit
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Market Index Target-Term Securities®
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TS-5
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
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If the Ending Value is equal to or less than the Starting Value, you will not receive a positive return on your investment.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Payment on the notes will not reflect changes in the value of the Index other than on the Final Calculation Day. As a result, even if the value of the Index increases during the term of the notes, you will not receive a Redemption Amount that is greater than the principal amount if the Ending Value is equal to or less than the Starting Value on the Final Calculation Day, even if the value of the Index was always greater than the Starting Value prior to such Final Calculation Day.
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Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC's creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
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Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the stocks included in the Index.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC's obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
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The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value of the notes is an estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and those of BAC, BAC's internal funding rate on the pricing date, mid-market terms on hedging transactions, expectations on interest rates and volatility, price-sensitivity analysis, and the expected term of the notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect.
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The public offering price you are paying for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the level of the Index, changes in BAC's internal funding rate, and the inclusion in the public offering price of the underwriting discount and costs associated with hedging the notes, all as further described in "Structuring the Notes" on page TS-11. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, BofAS or any of our other affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Index, our and BAC's creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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BAC and its affiliates' hedging and trading activities (including trades in shares of companies included in the Index) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
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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.
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Market Index Target-Term Securities®
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TS-6
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
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The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
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You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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While BAC and our other affiliates may from time to time own securities of companies included in the Index, except to the extent that BAC's common stock is included in the Index, we, BAC and our other affiliates do not control any company included in the Index, and have not verified any disclosure made by any other company.
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You will be required to include income on the notes over their term based on the comparable yield for the notes. The notes will be considered to be issued with original issue discount. You will be required to include income on the notes over their term based on the comparable yield. You are urged to review the section entitled "Summary Tax Consequences" and consult your own tax advisor. You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal income tax consequences of investing in the notes.
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Market Index Target-Term Securities®
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TS-7
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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TS-8
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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TS-9
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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TS-10
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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TS-11
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Accrual Period
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Interest Deemed to Accrue During Accrual Period (per $1,000.00 principal amount of the notes)
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Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000.00 principal amount of the notes)
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October 9, 2025 through December 31, 2025
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$8.5301
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$8.5301
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January 1, 2026 through December 31, 2026
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$38.5854
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$47.1155
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January 1, 2027 through October 12, 2027
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$31.2068
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$78.3223
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Market Index Target-Term Securities®
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TS-12
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Market Index Target-Term Securities®
Linked to the Russell 2000® Index, due October 12, 2027 |
Market Index Target-Term Securities®
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TS-13
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