09/15/2025 | Press release | Distributed by Public on 09/15/2025 15:15
Pricing Supplement
Dated September 11, 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 Leveraged Upside
Participation and Contingent Downside
$3,150,000 Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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■ Linked to the common stock of Intel Corporation (the "Underlying Stock")
■ Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity and are subject to potential automatic call prior to the Maturity Date 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 performance of the Underlying Stock
■ Automatic Call. If the stock closing price of the Underlying Stock on the Call Date is greater than or equal to the Starting Price, the Securities will be automatically called for the principal amount plus a Call Premium of 24.05% of the principal amount
■ Maturity Payment Amount. If the Securities are not automatically called prior to the Maturity Date, you will receive a Maturity Payment Amount that may be greater than, equal to or less than the principal amount of the Securities, depending on the performance of the Underlying Stock from the Starting Price to the Ending Price. The Maturity Payment Amount will reflect the following terms:
■ If the price of the Underlying Stock increases, you will receive the principal amount plus a positive return equal to the Upside Participation Rate of 150% of the percentage increase in the price of the Underlying Stock from the Starting Price
■ If the price of the Underlying Stock decreases but the decrease is not more than 40%, you will receive the principal amount
■ If the price of the Underlying Stock decreases by more than 40%, you will have full downside exposure to the decrease in the price of the Underlying Stock from the Starting Price, and you will lose more than 40%, and possibly all, of the principal amount of your Securities
■ Investors may lose a significant portion, or all, of the principal amount
■ If the Securities are automatically called, the positive return on the Securities will be limited to the Call Premium, even if the stock closing price of the Underlying Stock on the Call Date significantly exceeds the Starting Price. If the Securities are automatically called, you will not have the opportunity to participate in any appreciation of the Underlying Stock at the Upside Participation Rate
■ 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
■ No periodic interest payments or dividends
■ 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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$15.75
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$984.25
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Total
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$3,150,000.00
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$49,612.50
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$3,100,387.50
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Wells Fargo Securities
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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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 Stock:
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The common stock of Intel Corporation (Nasdaq Global Select Market symbol: "INTC") (the "Underlying Stock").
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Pricing Date:
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September 11, 2025.
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Issue Date:
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September 16, 2025.
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Maturity
Date:
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September 14, 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 Underlying Stock on the Call Date is greater than or equal to the Starting Price, the Securities will be automatically called, and on the Call Settlement Date you will be entitled to receive a cash payment per Security in U.S. dollars equal to the principal amount plus the Call Premium.
If the Securities are automatically called, the positive return on the Securities will be limited to the Call Premium, even if the stock closing price of the Underlying Stock on the Call Date significantly exceeds the Starting Price. If the Securities are automatically called, you will not have the opportunity to participate in any appreciation of the Underlying Stock at the Upside Participation Rate.
If the Securities are automatically called, they will cease to be outstanding on the Call Settlement Date and you will have no further rights under the Securities after the Call Settlement Date. You will not receive any notice from us if the Securities are automatically called.
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Call Date:
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September 16, 2026, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions".
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Call Premium:
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24.05% of the principal amount (or $240.50 per Security).
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Call Settlement Date:
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Three business days after the Call Date (as the Call Date may be postponed as described below in "-Market Disruption Events and Postponement Provisions").
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Maturity Payment Amount:
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If the Securities are not automatically called, then on the Maturity Date, you will be entitled to receive 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 is greater than the Starting Price:
$1,000 + ($1,000 × Underlying Stock Return × Upside Participation Rate);
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• if the Ending Price is less than or equal to the Starting Price, but greater than or equal to the Threshold Price: $1,000; or
• if the Ending Price is less than the Threshold Price:
$1,000 + ($1,000 × Underlying Stock Return)
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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If the Securities are not automatically called, and the Ending Price is less than the Threshold Price, you will have full downside exposure to the decrease in the price of the Underlying Stock from the Starting Price, and will lose more than 40%, and possibly all, of the principal amount of your Securities at maturity.
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Final Calculation Day:
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September 11, 2029, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions."
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Stock Closing Price:
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Stock closing price, closing price and adjustment factor have the meanings set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Underlying Stock-Certain Definitions" in the accompanying product supplement.
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Starting Price:
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$24.61, which is the stock closing price of the Underlying Stock on the Pricing Date.
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Ending Price:
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The stock closing price of the Underlying Stock on the Final Calculation Day.
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Threshold Price:
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$14.766, which is equal to 60.00% of the Starting Price.
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Upside Participation Rate:
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150%.
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Underlying Stock Return:
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The percentage change from the Starting Price to the Ending Price, measured as follows:
Ending Price - Starting Price
Starting Price
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Market Disruption Events and Postponement Provisions:
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The Call Date and the Final Calculation Day are each subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, each of the Call Settlement Date and the Maturity Date will be postponed if the Call Date or Final Calculation Day, as applicable, is postponed and will be adjusted for non-business days. For more information regarding adjustments to the Call Date, the Final Calculation Day, the Call Settlement Date and the Maturity Date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to a Single Market Measure" and "-Payment Dates" in the accompanying product supplement. For purposes of the accompanying product supplement, the Call Date and the Final Calculation Day are each a "calculation day" and the Call Settlement Date and the Maturity Date are each a "payment date." In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to an Underlying Stock-Market Disruption Events" in the accompanying product supplement.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Selling Agents:
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BofAS and Wells Fargo Securities, LLC ("WFS").
Under our distribution agreement with BofAS, BofAS will purchase the Securities from us as principal at the public offering price indicated on the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Securities to WFS at the public offering price of the Securities less a concession of up to $15.75 per Security. WFS may provide dealers, which may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), with a selling concession of up to $10.00 per Security. In addition to the concession allowed to WFA, WFS may pay up to $0.75 per Security to WFA as a distribution expense fee for each Security sold by WFA.
In addition, in respect of certain Securities sold in this offering, BofAS or its affiliates may pay a fee of up to $3.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
WFS has advised us that if it, WFA or any of their affiliates makes a secondary market in the Securities at any time up to the Issue Date or during the four-month period following the Issue Date, the secondary market price offered by it, WFA or any of their affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring and hedging the Securities that are included in the public offering price of the Securities. Because this portion of the costs is not fully deducted upon issuance, WFS has advised us that any secondary market price it, WFA or any of their affiliates offers during this period will be higher than it otherwise would be outside of this period, as any secondary market price offered outside of this period will reflect the full deduction of the costs as described above. WFS has advised us that the amount of this increase in the secondary market price will decline steadily to zero over this four-month period. If you hold the Securities through an account at WFS, WFA or any of their affiliates, WFS has advised us that it expects that this increase will also be reflected in the value indicated for the Securities on your brokerage account statement. If you hold your Securities through an account at a broker-dealer other than WFS, WFA or any of their affiliates, the value of the Securities on your brokerage account statement may be different than if you held your Securities at WFS, WFA or any of their affiliates.
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Events of Default
and Acceleration:
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If an Event of Default, as defined in the senior indenture relating to the Securities and in the section entitled "Description of Debt Securities of BofA Finance LLC-Events of Default and Rights of Acceleration; Covenant Breaches" on page 54 of the accompanying prospectus, with respect to the Securities occurs and is continuing, the amount payable to a holder of the Securities upon any acceleration permitted under the senior indenture will be equal to the amount described under the caption "Terms of the Securities-Maturity Payment Amount" above, calculated as though the date of acceleration were the Maturity Date of the Securities and as though the Final Calculation Day were the third trading day prior to the date of acceleration; provided that, if the event of default occurs on or prior to the Call Date (i.e., not during the period from after the Call Date to the original Maturity Date of the Securities), then the payment on the Securities will be determined as described above under the caption "-Automatic Call," calculated as if the Call Date were three trading days prior to the date of acceleration, and in such a case, the calculation agent shall pro-rate the Call Premium according to the period of time elapsed between the issue date of the Securities and the date of acceleration In case of a default in the payment of the Securities, whether at their maturity or upon acceleration, the Securities will not bear a default interest rate.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of the Securities, see "U.S. Federal Income Tax Summary."
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CUSIP:
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09711M6C1
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Additional Information about BofA Finance, the Guarantor and the Securities
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Product Supplement No. WF-1 dated March 8, 2023:
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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 Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Determining Timing and Amount of Payment on the Securities
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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The Securities may become linked to the common stock of a company other than the original Underlying Stock Issuer.
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We cannot control actions by the Underlying Stock Issuer.
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We and our affiliates have no affiliation with the Underlying Stock Issuer and have not independently verified any public disclosure of information.
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You have limited anti-dilution protection.
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Call Premium:
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24.05% of the principal amount
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Upside Participation Rate:
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150.00%
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Hypothetical Starting Price:
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100.00
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Hypothetical Threshold Price:
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60.00 (60% of the hypothetical Starting Price)
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Hypothetical
Ending Price |
Hypothetical Underlying Stock Return
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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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$200.00
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100.00%
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$2,500.00
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150.00%
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$150.00
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50.00%
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$1,750.00
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75.00%
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$140.00
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40.00%
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$1,600.00
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60.00%
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$130.00
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30.00%
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$1,450.00
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45.00%
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$120.00
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20.00%
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$1,300.00
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30.00%
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$110.00
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10.00%
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$1,150.00
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15.00%
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$105.00
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5.00%
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$1,075.00
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7.50%
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$100.00
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0.00%
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$1,000.00
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0.00%
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$90.00
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-10.00%
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$1,000.00
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0.00%
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$80.00
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-20.00%
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$1,000.00
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0.00%
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$70.00
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-30.00%
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$1,000.00
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0.00%
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$60.00
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-40.00%
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$1,000.00
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0.00%
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$59.00
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-41.00%
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$590.00
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-41.00%
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$50.00
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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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-75.00%
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$250.00
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-75.00%
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$0.00
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-100.00%
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$0.00
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-100.00%
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Common Stock of Intel Corporation
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Hypothetical Starting Price:
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$100.00
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Hypothetical stock closing price on the Call Date:
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$125.00
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Common Stock of Intel Corporation
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Hypothetical Starting Price:
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$100.00
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Hypothetical stock closing price on the Call Date:
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$75.00
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Hypothetical Ending Price:
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$120.00
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Hypothetical Threshold Price:
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$60.00, which is 60% of the hypothetical Starting Price
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Hypothetical Underlying Stock Return
(Ending Price - Starting Price)/Starting Price:
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20.00%
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Common Stock of Intel Corporation
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Hypothetical Starting Price:
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$100.00
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Hypothetical stock closing price on the Call Date:
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$75.00
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Hypothetical Ending Price:
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$95.00
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Hypothetical Threshold Price:
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$60.00, which is 60% of the hypothetical Starting Price
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Hypothetical Underlying Stock Return
(Ending Price - Starting Price)/Starting Price:
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-5.00%
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Common Stock of Intel Corporation
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Hypothetical Starting Price:
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$100.00
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Hypothetical stock closing price on the Call Date:
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$75.00
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Hypothetical Ending Price:
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$50.00
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Hypothetical Threshold Price:
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$60.00, which is 60% of the hypothetical Starting Price
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Hypothetical Underlying Stock Return
(Ending Price - Starting Price)/Starting Price:
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-50.00%
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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Validity of the Securities
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Market Linked Securities- Auto-Callable with Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of Intel Corporation due September 14, 2029
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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 Stock. 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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