09/03/2025 | Press release | Distributed by Public on 09/03/2025 15:27
•
|
The Enhanced Return Notes Linked to the Least Performing of the EURO STOXX 50® Index and the iShares® MSCI Emerging Markets ETF, due September 4, 2030 (the "Notes") priced on August 29, 2025 and will issue on September 4, 2025.
|
•
|
Approximate 5 year term.
|
•
|
Payment on the Notes will depend on the individual performance of the EURO STOXX 50® Index and the iShares® MSCI Emerging Markets ETF (each an "Underlying").
|
•
|
If the Ending Value of each Underlying is greater than 100% of its Starting Value, at maturity, you will receive 145.00% upside exposure to increases in the value of the Least Performing Underlying; otherwise, at maturity, you will receive the principal amount.
|
•
|
Any payment on the Notes is subject to the credit risk of BofA Finance LLC ("BofA Finance" or the "Issuer"), as issuer of the Notes, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Notes.
|
•
|
No periodic interest payments.
|
•
|
The Notes will not be listed on any securities exchange.
|
•
|
CUSIP No. 09711JMG1.
|
Public Offering Price(1)
|
Underwriting Discount(1)(2)(3)
|
Proceeds, before expenses, to BofA Finance(2)
|
|
Per Note
|
$1,000.00
|
$11.25
|
$988.75
|
Total
|
$258,000.00
|
$2,471.13
|
$255,528.87
|
(1)
|
Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $988.75 per $1,000.00 in principal amount of Notes.
|
(2)
|
The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $11.25, resulting in proceeds, before expenses, to BofA Finance of as low as $988.75 per $1,000.00 in principal amount of Notes. The total underwriting discount and proceeds, before expenses, to BofA Finance specified above reflect the aggregate of the underwriting discounts per $1,000.00 in principal amount of Notes.
|
(3)
|
In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $6.25 per $1,000.00 in principal amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.
|
Are Not FDIC Insured
|
Are not Bank Guaranteed
|
May Lose Value
|
Selling Agent
|
Issuer:
|
BofA Finance
|
Guarantor:
|
BAC
|
Denominations:
|
The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.
|
Term:
|
Approximately 5 years.
|
Underlyings:
|
The EURO STOXX 50® Index (Bloomberg symbol: "SX5E"), a price return index and the iShares® MSCI Emerging Markets ETF (Bloomberg symbol: "EEM").
|
Pricing Date:
|
August 29, 2025
|
Issue Date:
|
September 4, 2025
|
Valuation Date:
|
August 29, 2030, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating to Calculation Days" in the accompanying product supplement.
|
Maturity Date:
|
September 4, 2030
|
Starting Value:
|
SX5E: 5,351.73
EEM: $49.86
|
Ending Value:
|
With respect to the SX5E, its closing level on the Valuation Date.
With respect to the EEM, its Closing Market Price on the Valuation Date, multiplied by its Price Multiplier.
|
Price Multiplier:
|
With respect to the EEM, 1, subject to adjustment for certain events relating to that Underlying as described in "Description of the Notes - Anti-Dilution and Discontinuance Adjustments Relating to ETFs" beginning on page PS-28 of the accompanying product supplement.
|
Upside Participation Rate:
|
145.00%
|
Redemption Amount:
|
The Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Least Performing Underlying is greater than its Starting Value:
b) If the Ending Value of the Least Performing Underlying is less than or equal to its Starting Value:
|
Calculation Agent:
|
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
|
Selling Agent:
|
BofAS
|
CUSIP:
|
09711JMG1
|
Underlying Return:
|
With respect to each Underlying,
|
Least Performing Underlying:
|
The Underlying with the lowest Underlying Return.
|
ENHANCED RETURN NOTES | PS-2
|
Events of Default and Acceleration:
|
If an Event of Default, as defined in the senior indenture relating to the Notes and in the section entitled "Description of Debt Securities of BofA Finance LLC-Events of Default and Rights of Acceleration; Covenant Breaches" on page 54 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption "Redemption Amount" above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the Valuation Date were the third Trading Day prior to the date of acceleration. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
|
ENHANCED RETURN NOTES | PS-3
|
ENHANCED RETURN NOTES | PS-4
|
Ending Value of the Least Performing Underlying
|
Underlying Return of the Least Performing Underlying
|
Redemption Amount per Note
|
Return on the Notes
|
160.00
|
60.00%
|
$1,870.00
|
87.00%
|
150.00
|
50.00%
|
$1,725.00
|
72.50%
|
140.00
|
40.00%
|
$1,580.00
|
58.00%
|
130.00
|
30.00%
|
$1,435.00
|
43.50%
|
120.00
|
20.00%
|
$1,290.00
|
29.00%
|
110.00
|
10.00%
|
$1,145.00
|
14.50%
|
105.00
|
5.00%
|
$1,072.50
|
7.25%
|
102.00
|
2.00%
|
$1,029.00
|
2.90%
|
100.00(1)
|
0.00%
|
$1,000.00
|
0.00%
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
70.00
|
-30.00%
|
$1,000.00
|
0.00%
|
60.00
|
-40.00%
|
$1,000.00
|
0.00%
|
50.00
|
-50.00%
|
$1,000.00
|
0.00%
|
0.00
|
-100.00%
|
$1,000.00
|
0.00%
|
(1)
|
The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting Value of each Underlying is set forth on page PS-2 above.
|
ENHANCED RETURN NOTES | PS-5
|
•
|
You may not earn a return on your investment. The payment you will receive at maturity will depend on whether the values of each Underlying increases from the Starting Value to the Ending Value. If the value of each Underlying decreases from the Starting Value to the Ending Value (or if the value of each Underlying is unchanged), you will not receive any positive return on the Notes and will only receive the principal amount at maturity.
|
•
|
The Notes do not bear interest. Unlike a conventional debt security, no interest payments will be paid over the term of the Notes, regardless of the extent to which the Ending Value of the Least Performing Underlying exceeds its Starting Value.
|
•
|
Your return on the Notes may be less than the yield on a conventional debt security of comparable maturity. Any return that you receive on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same Maturity Date. As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation, that affect the time value of money.
|
•
|
The Redemption Amount will not reflect changes in the values of the Underlyings other than on the Valuation Date. Changes in the values of the Underlyings during the term of the Notes other than on the Valuation Date will not be reflected in the calculation of the Redemption Amount. No other values of the Underlyings will be taken into account. Notwithstanding the foregoing, investors should generally be aware of the performance of the Underlyings while holding the Notes. As a result, you will receive only the principal amount at maturity even if the value of each Underlying has increased at certain times during the term of the Notes before the Least Performing Underlying decreases to a value on the Valuation Date that is less than its Starting Value.
|
•
|
Because the Notes are linked to the least performing (and not the average performance) of the Underlyings, you may not receive any return on the Notes. Your Notes are linked to the least performing of the Underlyings, and a change in the value of one Underlying may not correlate with changes in the value of the other Underlying. The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the value of one Underlying could be offset to some extent by the appreciation in the value of the other Underlying. In the case of the Notes, the individual performance of each Underlying would not be combined, and the depreciation in the value of one Underlying would not be offset by any appreciation in the value of the other Underlying. Even if the Ending Value of an Underlying is at or above its Starting Value, you will receive only the principal amount at maturity if the Ending Value of the Least Performing Underlying is below its Starting Value.
|
•
|
Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes in our or the Guarantor's creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of the performance of the Underlyings. No assurance can be given as to what our financial condition or the financial condition of the Guarantor will be at any time after the pricing date of the Notes. If we and the Guarantor become unable to meet our respective financial obligations as they become due, you may not receive the amount(s) payable under the terms of the Notes.
In addition, our credit ratings and the credit ratings of the Guarantor are assessments by ratings agencies of our respective abilities to pay our obligations. Consequently, our or the Guarantor's perceived creditworthiness and actual or anticipated decreases in our or the Guarantor's credit ratings or increases in the spread between the yield on our respective securities and the yield on U.S. Treasury securities (the "credit spread") prior to the Maturity Date may adversely affect the market value of the Notes. However, because your return on the Notes depends upon factors in addition to our ability and the ability of the Guarantor to pay our respective obligations, such as the values of the Underlyings, an improvement in our or the Guarantor's credit ratings will not reduce the other investment risks related to the Notes. |
•
|
We are a finance subsidiary and, as such, have no independent assets, operations, or revenues. We are a finance subsidiary of the Guarantor, have no operations other than those related to the issuance, administration and repayment of our debt securities that are guaranteed by the Guarantor, and are dependent upon the Guarantor and/or its other subsidiaries to meet our obligations under the Notes in the ordinary course. Therefore, our ability to make payments on the Notes may be limited.
|
•
|
The public offering price you are paying for the Notes exceeds their initial estimated value. The initial estimated value of the Notes that is provided on the cover page of this pricing supplement is an estimate only, determined as of the pricing date by reference to our and our affiliates' pricing models. These pricing models consider certain assumptions and variables, including our credit spreads and
|
ENHANCED RETURN NOTES | PS-6
|
those of the Guarantor, the Guarantor's internal funding rate, mid-market terms on hedging transactions, expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the Notes. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. If you attempt to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and lower than their initial estimated value. This is due to, among other things, changes in the values of the Underlyings, changes in the Guarantor's internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, the referral fee and the hedging related charges, all as further described in "Structuring the Notes" below. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways.
|
•
|
The initial estimated value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates would be willing to purchase your Notes in any secondary market (if any exists) at any time. The value of your Notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlyings, our and BAC's creditworthiness and changes in market conditions.
|
•
|
We cannot assure you that a trading market for your Notes will ever develop or be maintained. We will not list the Notes on any securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or illiquid.
|
•
|
Trading and hedging activities by us, the Guarantor and any of our other affiliates, including BofAS, may create conflicts of interest with you and may affect your return on the Notes and their market value. We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or sell shares or units of the Underlyings or the securities held by or included in the Underlyings, as applicable, or futures or options contracts or exchange traded instruments on the Underlyings or those securities, or other instruments whose value is derived from the Underlyings or those securities. While we, the Guarantor or one or more of our other affiliates, including BofAS, may from time to time own shares or units of the Underlyings or securities represented by the Underlyings, except to the extent that BAC's common stock may be included in the Underlyings, we, the Guarantor and our other affiliates, including BofAS, do not control any company included in the Underlyings, and have not verified any disclosure made by any other company. We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their own accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present a conflict of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their management. These transactions may adversely affect the values of the Underlyings in a manner that could be adverse to your investment in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor or our other affiliates, including BofAS or others on our or their behalf (including those for the purpose of hedging some or all of our anticipated exposure in connection with the Notes), may have affected the values of the Underlyings. Consequently, the values of the Underlyings may change subsequent to the pricing date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also may have engaged in hedging activities that could have affected the values of the Underlyings on the pricing date. In addition, these hedging activities, including the unwinding of a hedge, may decrease the market value of your Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates, including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot assure you that these activities will not adversely affect the values of the Underlyings, the market value of your Notes prior to maturity or the amounts payable on the Notes. |
•
|
There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to appoint and remove the calculation agent. One of our affiliates will be the calculation agent for the Notes and, as such, will make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes. Under some circumstances, these duties could result in a conflict of interest between its status as our affiliate and its responsibilities as calculation agent.
|
•
|
The Notes are subject to foreign currency exchange rate risk. The EEM holds securities traded outside of the United States. The price of the EEM will depend upon the values of these securities, which will in turn depend in part upon changes in the value of the currencies in which the securities held by the EEM are traded. Accordingly, investors in the Notes will be exposed to currency exchange rate risk with respect to each of the currencies in which the securities held by the EEM are traded. An investor's net exposure will depend on the extent to which these currencies strengthen or weaken against the U.S. dollar. If the dollar strengthens against these currencies, the price of the EEM will be adversely affected and the value of the EEM may decrease.
|
•
|
The Notes are subject to risks associated with foreign securities markets. The SX5E includes and the EEM holds 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 SX5E and the EEM 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
|
ENHANCED RETURN NOTES | PS-7
|
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.
|
•
|
There are risks associated with emerging markets. An investment in the Notes will involve risks not generally associated with investments which have no emerging market component. In particular, many emerging nations are undergoing rapid change, involving the restructuring of economic, political, financial and legal systems. Regulatory and tax environments may be subject to change without review or appeal. Many emerging markets suffer from underdevelopment of capital markets and tax regulation. The risk of expropriation and nationalization remains a threat. Guarding against such risks is made more difficult by low levels of corporate disclosure and unreliability of economic and financial data.
|
•
|
The performance of the EEM may not correlate with the performance of its underlying index as well as the net asset value per share or unit of the EEM, especially during periods of market volatility. The performance of the EEM and that of its underlying index generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the EEM may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its underlying index. This could be due to, for example, the EEM not holding all or substantially all of the underlying assets included in its underlying index and/or holding assets that are not included in its underlying index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the EEM, differences in trading hours between the EEM (or the underlying assets held by the EEM) and its underlying index, or other circumstances. This variation in performance is called the "tracking error," and, at times, the tracking error may be significant. In addition, because the shares or units of the EEM are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share or unit of the EEM may differ from its net asset value per share or unit; shares or units of the EEM may trade at, above, or below its net asset value per share or unit. During periods of market volatility, securities held by the EEM may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share or unit of the EEM and the liquidity of the EEM may be adversely affected. Market volatility may also disrupt the ability of market participants to trade shares or units of the EEM. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares or units of the EEM. As a result, under these circumstances, the market value of shares or units of the EEM may vary substantially from the net asset value per share or unit of the EEM.
|
•
|
The anti-dilution adjustments will be limited. The calculation agent may adjust the Price Multiplier of the EEM and other terms of the Notes to reflect certain actions by the EEM, as described in the section "Description of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to ETFs" in the accompanying product supplement. The calculation agent will not be required to make an adjustment for every event that may affect the EEM and will have broad discretion to determine whether and to what extent an adjustment is required.
|
•
|
The publisher or the sponsor or investment advisor of an Underlying may adjust that Underlying in a way that affects its values, and the publisher or the sponsor or investment advisor has no obligation to consider your interests. The publisher or the sponsor or investment advisor of an Underlying can add, delete, or substitute the components included in that Underlying or make other methodological changes that could change its value. Any of these actions could adversely affect the value of your Notes.
|
•
|
Governmental regulatory actions could result in material changes to the composition of the EEM and could negatively affect your return on the Notes. Governmental regulatory actions, including but not limited to sanctions-related actions by the U.S. or foreign governments, could make it necessary or advisable for there to be material changes to the composition of the EEM, depending on the nature of such governmental regulatory actions and the constituent stocks that are affected. For instance, pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in publicly traded securities of certain companies that are determined to be linked to the People's Republic of China (the "PRC") military, intelligence and security apparatus, or securities that are derivative of, or are designed to provide investment exposure to such securities. If any governmental regulatory action results in the removal of constituent stocks that have (or historically have had) significant weights within the EEM, such removal, or even any uncertainty relating to a possible removal, could have a material and negative effect on the price of the EEM and, therefore, your return on the Notes.
|
•
|
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 "U.S. Federal Income Tax Summary" 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.
|
ENHANCED RETURN NOTES | PS-8
|
ENHANCED RETURN NOTES | PS-9
|
•
|
sponsor, endorse, sell or promote the Notes.
|
•
|
recommend that any person invest in the Notes or any other securities.
|
•
|
have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes.
|
•
|
have any responsibility or liability for the administration, management or marketing of the Notes.
|
•
|
consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the SX5E or have any obligation to
|
ENHANCED RETURN NOTES | PS-10
|
do so.
|
•
|
STOXX, Deutsche Börse Group and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about:
|
•
|
The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the SX5E and the data included in the SX5E;
|
•
|
The accuracy, timeliness, and completeness of the SX5E and its data;
|
•
|
The merchantability and the fitness for a particular purpose or use of the SX5E and its data;
|
•
|
The performance of the Notes generally.
|
•
|
STOXX, Deutsche Börse Group and their licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the SX5E or its data;
|
•
|
Under no circumstances will STOXX, Deutsche Börse Group or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the SX5E or its data or generally in relation to the Notes, even in circumstances where STOXX, Deutsche Börse Group or their licensors, research partners or data providers are aware that such loss or damage may occur.
|
ENHANCED RETURN NOTES | PS-11
|
ENHANCED RETURN NOTES | PS-12
|
•
|
semi-annual reviews, which will occur each May and November and will involve a comprehensive reevaluation of the market, the universe of eligible securities and other factors involved in composing the indices;
|
•
|
quarterly reviews, which will occur each February, May, August and November and will focus on significant changes in the market since the last semi-annual review and on including significant new eligible securities (such as IPOs, which were not eligible for earlier inclusion in the indices); and
|
•
|
ongoing event-related changes, which will generally be reflected in the indices at the time of the event and will include changes resulting from mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other similar corporate events.
|
ENHANCED RETURN NOTES | PS-13
|
ENHANCED RETURN NOTES | PS-14
|
ENHANCED RETURN NOTES | PS-15
|
ENHANCED RETURN NOTES | PS-16
|
ENHANCED RETURN NOTES | PS-17
|
Accrual Period
|
Interest Deemed to Accrue During Accrual Period (per $1,000.00 principal amount of the Notes)
|
Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000.00 principal amount of the Notes)
|
September 4, 2025 through December 31, 2025
|
$13.6622
|
$13.6622
|
January 1, 2026 through December 31, 2026
|
$43.4348
|
$57.0970
|
January 1, 2027 through December 31, 2027
|
$45.2961
|
$102.3931
|
January 1, 2028 through December 31, 2028
|
$47.2369
|
$149.6300
|
January 1, 2029 through December 31, 2029
|
$49.2610
|
$198.8910
|
January 1, 2030 through September 4, 2030
|
$34.5207
|
$233.4117
|
ENHANCED RETURN NOTES | PS-18
|
ENHANCED RETURN NOTES | PS-19
|
•
|
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
|
ENHANCED RETURN NOTES | PS-20
|