11/12/2025 | Press release | Distributed by Public on 11/12/2025 09:40
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Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-268718 and 333-268718-01
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.
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Preliminary Pricing Supplement
Subject To Completion, dated November 12, 2025
(To Prospectus dated December 30, 2022,
Series A Prospectus Supplement dated December 30, 2022 and
Product Supplement No. WF-1 dated March 8, 2023)
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BofA Finance LLC
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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■ Linked to the Lowest Performing of the Class C capital stock of Alphabet Inc., the common stock of Amazon.com, Inc. and the common stock of Apple Inc. (each referred to as an "Underlying Stock")
■ Unlike ordinary debt securities, the Securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the Securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the stock closing price of the Lowest Performing Underlying Stock on the relevant Call Date. The Lowest Performing Underlying Stock on any Call Date is the Underlying Stock that has the lowest stock closing price on that Call Date as a percentage of its Starting Price
■ Automatic Call. If the stock closing price of the Lowest Performing Underlying Stock on any Call Date is greater than or equal to its Starting Price, the Securities will be automatically called for the principal amount plus the Call Premium applicable to that Call Date. The Call Premium applicable to each Call Date will be a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of at least approximately 26.40% per annum (to be determined on the Pricing Date). Please see "Terms of the Securities-Call Dates and Call Premiums" below for the call dates and call premiums
■ Maturity Payment Amount. If the Securities are not automatically called, you will receive a Maturity Payment Amount that could be equal to or less than the principal amount per Security depending on the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day as follows:
■
If the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Starting Price, but greater than or equal to its Threshold Price, you will receive the principal amount of your Securities
■
If the stock closing price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price, and you will lose more than 25%, and possibly all, of the principal amount of your Securities.
■ The Threshold Price for each Underlying Stock is 75% of its Starting Price
■ Investors may lose a significant portion, or all, of the principal amount
■ Your return on the Securities will depend solely on the performance of the Underlying Stock that is the Lowest Performing Underlying Stock on each Call Date. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably
■ Any positive return on the Securities will be limited to the applicable Call Premium, even if the stock closing price of the Lowest Performing Underlying Stock on the applicable Call Date significantly exceeds its Starting Price. You will not participate in any appreciation of any Underlying Stock beyond the applicable fixed Call Premium
■ All payments on the Securities are subject to the credit risk of BofA Finance LLC ("BofA Finance"), as issuer of the Securities, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Securities
■ Securities will not be listed on any securities exchange
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Public offering price
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Underwriting Discount(1)(2)
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Proceeds, before expenses, to BofA Finance
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Per Security
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$1,000.00
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$25.75
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$974.25
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Total
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Wells Fargo Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Terms of the Securities
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Issuer:
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BofA Finance LLC.
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Guarantor:
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BAC.
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Underlying Stocks:
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The Class C capital stock of Alphabet Inc. (Nasdaq Global Select Market symbol: "GOOG"), the common stock of Amazon.com, Inc. (Nasdaq Global Select Market symbol: "AMZN") and the common stock of Apple Inc. (Nasdaq Global Select Market symbol: "AAPL").
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Pricing Date*:
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November 21, 2025.
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Issue Date*:
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November 26, 2025.
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Maturity Date*:
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November 27, 2029, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions". The Securities are not subject to repayment at the option of any holder of the Securities prior to the Maturity Date.
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Denominations:
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$1,000 and any integral multiple of $1,000. References in this pricing supplement to a "Security" are to a Security with a principal amount of $1,000.
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Automatic Call:
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If the stock closing price of the Lowest Performing Underlying Stock on any Call Date is greater than or equal to its Starting Price, the Securities will be automatically called, and on the related Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount per Security plus the Call Premium applicable to the relevant Call Date. The last Call Date is the Final Calculation Day, and payment upon an automatic call on the Final Calculation Day, if applicable, will be made on the Maturity Date.
Any positive return on the Securities will be limited to the applicable Call Premium, even if the stock closing price of the Lowest Performing Underlying Stock on the applicable Call Date significantly exceeds its Starting Price. You will not participate in any appreciation of any Underlying Stock beyond the applicable Call Premium.
If the Securities are automatically called, they will cease to be outstanding on the related Call Settlement Date and you will have no further rights under the Securities after such Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Call Dates* and Call Premiums:
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The Call Premium applicable to each Call Date will be a percentage of the principal amount that increases for each Call Date based on a simple (non-compounding) return of at least approximately 26.40% per annum (to be determined on the Pricing Date).
The actual Call Premium and payment per Security upon an automatic call that are applicable to each Call Date will be determined on the Pricing Date and will be at least the amounts specified in the table below.
Call Date
Call Premium
Payment per Security upon an Automatic Call
November 27, 2026
At least 26.40% of the principal amount
At least $1,264.00
December 28, 2026
At least 28.60% of the principal amount
At least $1,286.00
January 26, 2027
At least 30.80% of the principal amount
At least $1,308.00
February 26, 2027
At least 33.00% of the principal amount
At least $1,330.00
March 29, 2027
At least 35.20% of the principal amount
At least $1,352.00
April 26, 2027
At least 37.40% of the principal amount
At least $1,374.00
May 26, 2027
At least 39.60% of the principal amount
At least $1,396.00
June 28, 2027
At least 41.80% of the principal amount
At least $1,418.00
July 26, 2027
At least 44.00% of the principal amount
At least $1,440.00
August 26, 2027
At least 46.20% of the principal amount
At least $1,462.00
September 27, 2027
At least 48.40% of the principal amount
At least $1,484.00
October 26, 2027
At least 50.60% of the principal amount
At least $1,506.00
November 26, 2027
At least 52.80% of the principal amount
At least $1,528.00
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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December 27, 2027
At least 55.00% of the principal amount
At least $1,550.00
January 26, 2028
At least 57.20% of the principal amount
At least $1,572.00
February 28, 2028
At least 59.40% of the principal amount
At least $1,594.00
March 27, 2028
At least 61.60% of the principal amount
At least $1,616.00
April 26, 2028
At least 63.80% of the principal amount
At least $1,638.00
May 26, 2028
At least 66.00% of the principal amount
At least $1,660.00
June 26, 2028
At least 68.20% of the principal amount
At least $1,682.00
July 26, 2028
At least 70.40% of the principal amount
At least $1,704.00
August 28, 2028
At least 72.60% of the principal amount
At least $1,726.00
September 26, 2028
At least 74.80% of the principal amount
At least $1,748.00
October 26, 2028
At least 77.00% of the principal amount
At least $1,770.00
November 27, 2028
At least 79.20% of the principal amount
At least $1,792.00
December 26, 2028
At least 81.40% of the principal amount
At least $1,814.00
January 26, 2029
At least 83.60% of the principal amount
At least $1,836.00
February 26, 2029
At least 85.80% of the principal amount
At least $1,858.00
March 26, 2029
At least 88.00% of the principal amount
At least $1,880.00
April 26, 2029
At least 90.20% of the principal amount
At least $1,902.00
May 29, 2029
At least 92.40% of the principal amount
At least $1,924.00
June 26, 2029
At least 94.60% of the principal amount
At least $1,946.00
July 26, 2029
At least 96.80% of the principal amount
At least $1,968.00
August 27, 2029
At least 99.00% of the principal amount
At least $1,990.00
September 26, 2029
At least 101.20% of the principal amount
At least $2,012.00
October 26, 2029
At least 103.40% of the principal amount
At least $2,034.00
November 21, 2029
At least 105.60% of the principal amount
At least $2,056.00
We refer to November 21, 2029 as the "Final Calculation Day."
The Call Dates are subject to postponement as described below in "-Market Disruption Events and Postponement Provisions".
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Call Settlement Date:
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Three business days after the applicable Call Date (as each such Call Date may be postponed as described below in "-Market Disruption Events and Postponement Provisions", if applicable); provided that the Call Settlement Date for the last Call Date is the Maturity Date.
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Maturity Payment Amount:
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If the Securities are not automatically called, you will be entitled to receive on the Maturity Date a cash payment per Security in U.S. dollars equal to the Maturity Payment Amount. The "Maturity Payment Amount" per Security will equal:
• if the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Starting Price but greater than or equal to its Threshold Price:
$1,000; or
• if the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price:
$1,000 × Performance Factor of the Lowest Performing Underlying Stock on the Final Calculation Day
If the Securities are not automatically called and the Ending Price of the Lowest Performing Underlying Stock on the Final Calculation Day is less than its Threshold Price, you will lose more than 25%, and possibly all, of the principal amount of your Securities on the Maturity Date.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Additional Information about BofA Finance, the Guarantor and the Securities
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•
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Product Supplement No. WF-1 dated March 8, 2023:
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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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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Investor Considerations
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Selected Risk Considerations
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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●
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The Securities may become linked to the common stock of a company other than an original Underlying Stock Issuer.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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●
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We cannot control actions by an Underlying Stock Issuer.
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●
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We and our affiliates have no affiliation with any Underlying Stock Issuer and have not independently verified any public disclosure of information.
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●
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You have limited anti-dilution protection.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Examples and Returns
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Hypothetical Call Premiums:
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26.40% for the first Call Date, 28.60% for the second Call Date, 30.80% for the third Call Date, 33.00% for the fourth Call Date, 35.20% for the fifth Call Date, 37.40% for the sixth Call Date, 39.60% for the seventh Call Date, 41.80% for the eighth Call Date, 44.00% for the ninth Call Date, 46.20% for the tenth Call Date, 48.40% for the eleventh Call Date, 50.60% for the twelfth Call Date, 52.80% for the thirteenth Call Date, 55.00% for the fourteenth Call Date, 57.20% for the fifteenth Call Date, 59.40% for the sixteenth Call Date, 61.60% for the seventeenth Call Date, 63.80% for the eighteenth Call Date, 66.00% for the nineteenth Call Date, 68.20% for the twentieth Call Date, 70.40% for the twenty-first Call Date, 72.60% for the twenty-second Call Date, 74.80% for the twenty-third Call Date, 77.00% for the twenty-fourth Call Date, 79.20% for the twenty-fifth Call Date, 81.40% for the twenty-sixth Call Date, 83.60% for the twenty-seventh Call Date, 85.80% for the twenty-eighth Call Date, 88.00% for the twenty-ninth Call Date, 90.20% for the thirtieth Call Date, 92.40% for the thirty-first Call Date, 94.60% for the thirty-second Call Date, 96.80% for the thirty-third Call Date, 99.00% for the thirty-fourth Call Date, 101.20% for the thirty-fifth Call Date, 103.40% for the thirty-sixth Call Date and 105.60% for the thirty-seventh Call Date (assuming that a Call Premium is equal to the lowest possible Call Premium that will be determined on the Pricing Date)
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Hypothetical Starting Price:
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For each Underlying Stock, $100.00
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Hypothetical Threshold Price:
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For each Underlying Stock, $75.00 (75% of its hypothetical Starting Price)
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Call Date on which Securities are automatically called
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Hypothetical payment per Security on related Call Settlement Date
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Hypothetical pre-tax total rate of return
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1st Call Date
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$1,264.00
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26.40%
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2nd Call Date
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$1,286.00
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28.60%
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3rd Call Date
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$1,308.00
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30.80%
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4th Call Date
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$1,330.00
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33.00%
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5th Call Date
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$1,352.00
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35.20%
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6th Call Date
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$1,374.00
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37.40%
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7th Call Date
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$1,396.00
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39.60%
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8th Call Date
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$1,418.00
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41.80%
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9th Call Date
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$1,440.00
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44.00%
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10th Call Date
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$1,462.00
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46.20%
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11th Call Date
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$1,484.00
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48.40%
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12th Call Date
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$1,506.00
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50.60%
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13th Call Date
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$1,528.00
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52.80%
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14th Call Date
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$1,550.00
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55.00%
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15th Call Date
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$1,572.00
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57.20%
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16th Call Date
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$1,594.00
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59.40%
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17th Call Date
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$1,616.00
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61.60%
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18th Call Date
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$1,638.00
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63.80%
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19th Call Date
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$1,660.00
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66.00%
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20th Call Date
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$1,682.00
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68.20%
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21st Call Date
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$1,704.00
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70.40%
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22nd Call Date
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$1,726.00
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72.60%
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23rd Call Date
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$1,748.00
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74.80%
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24th Call Date
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$1,770.00
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77.00%
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25th Call Date
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$1,792.00
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79.20%
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26th Call Date
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$1,814.00
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81.40%
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27th Call Date
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$1,836.00
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83.60%
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28th Call Date
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$1,858.00
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85.80%
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29th Call Date
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$1,880.00
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88.00%
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30th Call Date
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$1,902.00
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90.20%
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31st Call Date
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$1,924.00
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92.40%
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32nd Call Date
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$1,946.00
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94.60%
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33rd Call Date
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$1,968.00
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96.80%
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34th Call Date
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$1,990.00
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99.00%
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35th Call Date
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$2,012.00
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101.20%
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36th Call Date
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$2,034.00
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103.40%
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37th Call Date
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$2,056.00
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105.60%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Hypothetical Performance Factor of the Lowest Performing Underlying Stock on the Final Calculation Day(1)
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Hypothetical Maturity Payment Amount per Security
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Hypothetical pre-tax total rate of return
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95.00%
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$1,000.00
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0.00%
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90.00%
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$1,000.00
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0.00%
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80.00%
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$1,000.00
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0.00%
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75.00%
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$1,000.00
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0.00%
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74.00%
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$740.00
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-26.00%
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60.00%
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$600.00
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-40.00%
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50.00%
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$500.00
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-50.00%
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25.00%
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$250.00
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-75.00%
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0.00%
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$0.00
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-100.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing price on first Call Date:
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$150.00
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$140.00
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$130.00
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Performance Factor on first Call Date (stock closing price on first Call Datedivided by Starting Price):
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150.00%
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140.00%
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130.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all below Starting Price)
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Hypothetical stock closing price on Final Calculation Day (i.e., the Ending Price):
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$115.00
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$110.00
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$105.00
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Performance Factor on Final Calculation Day (Ending Price divided by Starting Price):
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115.00%
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110.00%
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105.00%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all above Starting Price)
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Hypothetical Ending Price:
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$110.00
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$115.00
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$85.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Performance Factor on Final Calculation Day (Ending Pricedivided by Starting Price):
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110.00%
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115.00%
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85.00%
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Class C Capital Stock of Alphabet Inc.
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Common Stock of Amazon.com, Inc.
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Common Stock of Apple Inc.
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Hypothetical Starting Price:
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$100.00
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$100.00
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$100.00
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Hypothetical stock closing prices on Call Dates prior to the Final Calculation Day:
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Various (all below Starting Price)
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Various (all below Starting Price)
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Various (all above Starting Price)
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Hypothetical Ending Price:
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$60.00
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$50.00
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$120.00
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Hypothetical Threshold Price:
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$75.00
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$75.00
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$75.00
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Performance Factor on Final Calculation Day (Ending Pricedivided by Starting Price):
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60.00%
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50.00%
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120.00%
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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All disclosures contained in this pricing supplement regarding the Underlying Stocks and the Underlying Stock Issuers have been derived from publicly available sources. Because the Underlying Stocks are registered under the Securities Exchange Act of 1934, the Underlying Stock Issuers are required to periodically file certain financial and other information specified by the Securities and Exchange Commission (SEC). Information provided to or filed with the SEC by the Underlying Stock Issuers can be located through the SEC's website at sec.gov by reference to the applicable CIK numbers set forth below. This document relates only to the offering of the Securities and does not relate to any offering of Underlying Stock or any other securities of the Underlying Stock Issuers. None of us, the Guarantor, BofAS or any of our other affiliates has made any due diligence inquiry with respect to the Underlying Stock Issuers in connection with the offering of the Securities. None of us, the Guarantor, BofAS or any of our other affiliates has independently verified the accuracy or completeness of the publicly available documents or any other publicly available information regarding the Underlying Stock Issuers and hence makes no representation regarding the same. Furthermore, there can be no assurance that all events occurring prior to the date of this document, including events that would affect the accuracy or completeness of these publicly available documents that could affect the trading prices of the Underlying Stocks, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning an Underlying Stock Issuer could affect the price of the applicable Underlying Stock and therefore could affect your return on the Securities. The selection of the Underlying Stocks is not a recommendation to buy or sell the Underlying Stocks.
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 Stocks. You should make your own investigation into the Underlying Stocks.
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The Class C Capital Stock of Alphabet Inc.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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The Common Stock of Amazon.com, Inc.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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The Common Stock of Apple Inc.
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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Structuring the Securities
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Market Linked Securities-Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Class C Capital Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Common Stock of Apple Inc. due November 27, 2029
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U.S. Federal Income Tax Summary
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the Securities.
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the Securities for all tax purposes as single financial contracts with respect to the Underlying Stocks. In the opinion of Sidley Austin LLP, our tax counsel, the U.S. federal income tax characterization and treatment of the Securities described herein is a reasonable interpretation of current law.
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Under this characterization and tax treatment of the Securities, a U.S. Holder (as defined on page 71 of the accompanying prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange or redemption of the Securities. This capital gain or loss generally will be long-term capital gain or loss if you held the Securities for more than one year.
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No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on "dividend equivalent" payments (as discussed in the accompanying product supplement), if any, will not apply to Securities that are issued as of the date of this pricing supplement unless such Securities are "delta-one" instruments. 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.
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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, the Securities are 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 the Securities.
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