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Linked to the Least Performing of the Nasdaq-100® Index, the Russell 2000® Index
and the S&P 500® Index

●Approximate 18 month term if not called prior to maturity.

●Payments on the Notes will depend on the individual performance of the
Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index (each an
“Underlying”).

●Contingent coupon rate of 11.00% per annum (0.9167% per month) payable monthly
if the closing level of each Underlying on the applicable Observation Date is
greater than or equal to 70% of its Starting Value.

●Beginning on June 2, 2023, callable monthly at our option for an amount equal
to the principal amount plus the relevant contingent coupon payment, if
otherwise payable.

●Assuming the Notes are not called prior to maturity, if any Underlying declines
by more than 30% from its Starting Value, at maturity your investment will be
subject to 1:1 downside exposure to decreases in the value of the Least
Performing Underlying, with up to 100% of the principal at risk; otherwise, at
maturity you will receive the principal amount. At maturity you will also
receive the final contingent coupon payment if the closing level of each
Underlying on the final Observation Date is greater than or equal to 70% of its
Starting Value.

●All payments on the Notes are subject to the credit risk of BofA Finance LLC
(“BofA Finance”), as issuer of the Notes, and Bank of America Corporation (“BAC”
or the “Guarantor”), as guarantor of the Notes.

●The Contingent Income Issuer Callable Yield Notes Linked to the Least
Performing of the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500®
Index, due September 3, 2024 (the “Notes”) priced on February 28, 2023 and will
issue on March 3, 2023.

●The Notes will not be listed on any securities exchange.

●CUSIP No. 09709VHP4.

 

The initial estimated value of the Notes as of the pricing date is $979.40 per
$1,000 in principal amount of Notes, which is less than the public offering
price listed below. The actual value of your Notes at any time will reflect many
factors and cannot be predicted with accuracy. See “Risk Factors” beginning on
page PS-8 of this pricing supplement and “Structuring the Notes” on page PS-23
of this pricing supplement for additional information.

There are important differences between the Notes and a conventional debt
security. Potential purchasers of the Notes should consider the information in
“Risk Factors” beginning on page PS-8 of this pricing supplement, page PS-5 of
the accompanying product supplement, page S-6 of the accompanying prospectus
supplement, and page 7 of the accompanying prospectus.

None of the Securities and Exchange Commission (the “SEC”), any state securities
commission, or any other regulatory body has approved or disapproved of these
securities or determined if this pricing supplement and the accompanying product
supplement, prospectus supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

  Public offering price(1) Underwriting discount(1)(2) Proceeds, before
expenses, to BofA Finance(2) Per Note $1,000.00 $6.75 $993.25 Total
$2,672,000.00 $18,036.00 $2,653,964.00

 

(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 $993.25 per $1,000 in
principal amount of Notes.

(2) The underwriting discount per $1,000 in principal amount of Notes may be as
high as $6.75, resulting in proceeds, before expenses, to BofA Finance of as low
as $993.25 per $1,000 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 in principal amount of
Notes.

 

The Notes and the related guarantee:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

 

Selling Agent

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Terms of the Notes

The Notes provide a monthly Contingent Coupon Payment of $9.167 per $1,000 in
principal amount of Notes on the applicable Contingent Payment Date if, on the
related monthly Observation Date, the Observation Value of each Underlying is
greater than or equal to its Coupon Barrier.

 

Prior to the maturity date, beginning on June 2, 2023 and on each monthly Call
Date thereafter, we have the right to call all, but not less than all, of the
Notes at 100% of the principal amount, together with the relevant Contingent
Coupon Payment, if otherwise payable. No further amounts will be payable
following an Optional Early Redemption. If the Notes are not called prior to
maturity and the Least Performing Underlying declines by more than 30% from its
Starting Value, there is full exposure to declines in the Least Performing
Underlying, and you will lose a significant portion or all of your investment in
the Notes. Otherwise, at maturity you will receive the principal amount. At
maturity you will also receive the final Contingent Coupon Payment if the
Observation Value of each Underlying on the final Observation Date is greater
than or equal to its Coupon Barrier. It is possible that the Notes will not pay
any Contingent Coupon Payments, and you may lose a significant portion or all of
your investment in the Notes at maturity. Any payments on the Notes will be
calculated based on $1,000 in principal amount of Notes and will depend on the
performance of the Underlyings, subject to our and BAC’s credit risk.

 

Issuer: BofA Finance Guarantor: BAC Denominations: The Notes will be issued in
minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof.
Term: Approximately 18 months, unless previously called. Underlyings: The
Nasdaq-100® Index (Bloomberg symbol: “NDX”), the Russell 2000® Index (Bloomberg
symbol: “RTY”) and the S&P 500® Index (Bloomberg symbol: “SPX”), each a price
return index. Pricing Date: February 28, 2023 Issue Date: March 3, 2023
Valuation Date: August 28, 2024, subject to postponement as described under
“Description of the Notes—Certain Terms of the Notes—Events Relating to
Observation Dates” in the accompanying product supplement. Maturity Date:
September 3, 2024 Starting Value: NDX: 12,042.12
RTY: 1,896.991
SPX: 3,970.15 Observation Value: With respect to each Underlying, its closing
level on the applicable Observation Date. Ending Value: With respect to each
Underlying, its Observation Value on the Valuation Date. Coupon Barrier: NDX:
8,429.48, which is 70% of its Starting Value (rounded to two decimal places).
RTY: 1,327.894, which is 70% of its Starting Value (rounded to three decimal
places).
SPX: 2,779.11, which is 70% of its Starting Value (rounded to two decimal
places). Threshold Value: NDX: 8,429.48, which is 70% of its Starting Value
(rounded to two decimal places).
RTY: 1,327.894, which is 70% of its Starting Value (rounded to three decimal
places).
SPX: 2,779.11, which is 70% of its Starting Value (rounded to two decimal
places).

Contingent Coupon

Payment:

If, on any monthly Observation Date, the Observation Value of each Underlying is
greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon
Payment of $9.167 per $1,000 in principal amount of Notes (equal to a rate of
0.9167% per month or 11.00% per annum) on the applicable Contingent Payment Date
(including the Maturity Date).

Optional Early

Redemption:

On any Call Date, we have the right to redeem all (but not less than all) of the
Notes at the Early Redemption Amount. No further amounts will be payable
following an Optional Early Redemption. We will give notice to the trustee at
least five business days but not more than 60 calendar days before the
applicable Call Date.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-2

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Early Redemption

Amount:

For each $1,000 in principal amount of Notes, $1,000. The Early Redemption
Amount will also include the applicable Contingent Coupon Payment if the
Observation Value of each Underlying on the corresponding Observation Date is
greater than or equal to its Coupon Barrier.

Redemption Amount: If the Notes have not been called prior to maturity, the
Redemption Amount per $1,000 in principal amount of Notes will be: a) If the
Ending Value of the Least Performing Underlying is greater than or equal to its
Threshold Value:     $1,000; or b) If the Ending Value of the Least Performing
Underlying is less than its Threshold Value:       In this case, the Redemption
Amount  will be less than 70% of the principal amount and you could lose up to
100% of your investment in the Notes. The Redemption Amount will also include
the final Contingent Coupon Payment if the Ending Value of the Least Performing
Underlying is greater than or equal to its Coupon Barrier.

Observation Dates: As set forth on page PS-4.

Contingent Payment

Dates:

As set forth on page PS-4. Call Dates: The monthly Contingent Payment Dates
beginning on June 2, 2023 and ending on August 1, 2024. Calculation Agent: BofA
Securities, Inc. (“BofAS”), an affiliate of BofA Finance. Selling Agent: BofAS
CUSIP: 09709VHP4 Underlying Return:

With respect to each Underlying,



Least Performing Underlying: The Underlying with the lowest Underlying Return.
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. We will also determine whether the final Contingent Coupon
Payment is payable based upon the levels of the Underlyings on the deemed
Valuation Date; any such final Contingent Coupon Payment will be prorated by the
calculation agent to reflect the length of the final contingent payment period.
In case of a default in the payment of the Notes, whether at their maturity or
upon acceleration, the Notes will not bear a default interest rate.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-3

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Observation Dates and Contingent Payment Dates

 

  Observation Dates*   Contingent Payment Dates     March 28, 2023   March 31,
2023     April 28, 2023   May 3, 2023     May 30, 2023   June 2, 2023     June
28, 2023   July 3, 2023     July 28, 2023   August 2, 2023     August 28, 2023  
August 31, 2023     September 28, 2023   October 3, 2023     October 30, 2023  
November 2, 2023     November 28, 2023   December 1, 2023     December 28, 2023
  January 3, 2024     January 29, 2024   February 1, 2024     February 28, 2024
  March 4, 2024     March 28, 2024   April 3, 2024     April 29, 2024   May 2,
2024     May 28, 2024   May 31, 2024     June 28, 2024   July 3, 2024     July
29, 2024   August 1, 2024     August 28, 2024 (the “Valuation Date”)   September
3, 2024 (the “Maturity Date”)  

 

* The Observation Dates are subject to postponement as set forth in “Description
of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates”
beginning on page PS-23 of the accompanying product supplement.

   

Any payments on the Notes depend on the credit risk of BofA Finance, as Issuer,
and BAC, as Guarantor, and on the performance of the Underlyings. The economic
terms of the Notes are based on BAC’s internal funding rate, which is the rate
it would pay to borrow funds through the issuance of market-linked notes, and
the economic terms of certain related hedging arrangements BAC’s affiliates
enter into. BAC’s internal funding rate is typically lower than the rate it
would pay when it issues conventional fixed or floating rate debt securities.
This difference in funding rate, as well as the underwriting discount, if any,
and the hedging related charges described below (see “Risk Factors” beginning on
page PS-8), reduced the economic terms of the Notes to you and the initial
estimated value of the Notes. Due to these factors, the public offering price
you are paying to purchase the Notes is greater than the initial estimated value
of the Notes as of the pricing date.

 

The initial estimated value of the Notes as of the pricing date is set forth on
the cover page of this pricing supplement. For more information about the
initial estimated value and the structuring of the Notes, see “Risk Factors”
beginning on page PS-8 and “Structuring the Notes” on page PS-23.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-4

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Contingent Coupon Payment and Redemption Amount Determination

On each Contingent Payment Date, you may receive a

Contingent Coupon Payment per $1,000 in principal amount of Notes determined as
follows:



 

Assuming the Notes have not been called,

on the Maturity Date, you will receive a cash payment per $1,000 in principal
amount of Notes determined as follows:



 

All payments described above are subject to the credit risk of BofA Finance, as
issuer, and BAC, as guarantor.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-5

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Total Contingent Coupon Payment Examples

The table below illustrates the hypothetical total Contingent Coupon Payments
per $1,000 in principal amount of Notes over the term of the Notes, based on the
Contingent Coupon Payment of $9.167, depending on how many Contingent Coupon
Payments are payable prior to an Optional Early Redemption or maturity.
Depending on the performance of the Underlyings, you may not receive any
Contingent Coupon Payments during the term of the Notes.

 

 

  Number of Contingent Coupon Payments   Total Contingent Coupon Payments     0
  $0.000     2   $18.334     4   $36.668     6   $55.002     8   $73.336     10
  $91.670     12   $110.004     14   $128.338     16   $146.672     18  
$165.006  



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-6

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Hypothetical Payout Profile and Examples of Payments at Maturity

Contingent Income Issuer Callable Yield Notes Table

The following table is for purposes of illustration only. It assumes the Notes
have not been called prior to maturity and is based on hypothetical values and
shows hypothetical returns on the Notes. The table illustrates the calculation
of the Redemption Amount and the return on the Notes based on a hypothetical
Starting Value of 100 for the Least Performing Underlying, a hypothetical Coupon
Barrier of 70 for the Least Performing Underlying, a hypothetical Threshold
Value of 70 for the Least Performing Underlying, the Contingent Coupon Payment
of $9.167 per $1,000 in principal amount of Notes and a range of hypothetical
Ending Values of the Least Performing Underlying. The actual amount you receive
and the resulting return will depend on the actual Starting Values, Coupon
Barriers, Threshold Values, Observation Values and Ending Values of the
Underlyings, whether the Notes are called prior to maturity, and whether you
hold the Notes to maturity. The following examples do not take into account any
tax consequences from investing in the Notes.

 

For recent actual values of the Underlyings, see “The Underlyings” section
below. The Ending Value of each Underlying will not include any income generated
by dividends or other distributions paid with respect to shares or units of that
Underlying or on the securities included in that Underlying, as applicable. In
addition, all payments on the Notes are subject to Issuer and Guarantor credit
risk.

 

 

Ending Value of the Least Performing Underlying

 

 

Underlying Return of the Least Performing Underlying

 

 

Redemption Amount per Note (including any final Contingent Coupon Payment)

 

 

Return on the Notes(1)

 

160.00 60.00% $1,009.167 0.9167% 150.00 50.00% $1,009.167 0.9167% 140.00 40.00%
$1,009.167 0.9167% 130.00 30.00% $1,009.167 0.9167% 120.00 20.00% $1,009.167
0.9167% 110.00 10.00% $1,009.167 0.9167% 105.00 5.00% $1,009.167 0.9167% 102.00
2.00% $1,009.167 0.9167% 100.00(2) 0.00% $1,009.167 0.9167% 90.00 -10.00%
$1,009.167 0.9167% 80.00 -20.00% $1,009.167 0.9167% 70.00(3) -30.00% $1,009.167
0.9167% 69.99 -30.01% $699.900 -30.0100% 50.00 -50.00% $500.000 -50.0000% 0.00
-100.00% $0.000 -100.0000%

 

(1) The “Return on the Notes” is calculated based on the Redemption Amount and
potential final Contingent Coupon Payment, not including any Contingent Coupon
Payments paid prior to maturity. (2) 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. (3) This is
the hypothetical Coupon Barrier and Threshold Value of the Least Performing
Underlying.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-7

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Risk Factors

Your investment in the Notes entails significant risks, many of which differ
from those of a conventional debt security. Your decision to purchase the Notes
should be made only after carefully considering the risks of an investment in
the Notes, including those discussed below, with your advisors in light of your
particular circumstances. The Notes are not an appropriate investment for you if
you are not knowledgeable about significant elements of the Notes or financial
matters in general. You should carefully review the more detailed explanation of
risks relating to the Notes in the “Risk Factors” sections beginning on page
PS-5 of the accompanying product supplement, page S-6 of the accompanying
prospectus supplement and page 7 of the accompanying prospectus, each as
identified on page PS-27 below.

 

Structure-related Risks

 

●Your investment may result in a loss; there is no guaranteed return of
principal. There is no fixed principal repayment amount on the Notes at
maturity. If the Notes are not called prior to maturity and the Ending Value of
any Underlying is less than its Threshold Value, at maturity, your investment
will be subject to 1:1 downside exposure to decreases in the value of the Least
Performing Underlying and you will lose 1% of the principal amount for each 1%
that the Ending Value of the Least Performing Underlying is less than its
Starting Value. In that case, you will lose a significant portion or all of your
investment in the Notes.

●Your return on the Notes is limited to the return represented by the Contingent
Coupon Payments, if any, over the term of the Notes. Your return on the Notes is
limited to the Contingent Coupon Payments paid over the term of the Notes,
regardless of the extent to which the Observation Value or the Ending Value of
any Underlying exceeds its Coupon Barrier or Starting Value, as applicable.
Similarly, the amount payable at maturity or upon an Optional Early Redemption
will never exceed the sum of the principal amount and the applicable Contingent
Coupon Payment, regardless of the extent to which the Observation Value or the
Ending Value of any Underlying exceeds its Starting Value. In contrast, a direct
investment in the securities included in one or more of the Underlyings would
allow you to receive the benefit of any appreciation in their values. Any return
on the Notes will not reflect the return you would realize if you actually owned
those securities and received the dividends paid or distributions made on them.

●The Notes are subject to Optional Early Redemption, which would limit your
ability to receive the Contingent Coupon Payments over the full term of the
Notes. On each Call Date, at our option, we may call your Notes in whole, but
not in part. If the Notes are called prior to the Maturity Date, you will be
entitled to receive the Early Redemption Amount. In this case, you will lose the
opportunity to continue to receive Contingent Coupon Payments after the date of
the Optional Early Redemption. If the Notes are called prior to the Maturity
Date, you may be unable to invest in other securities with a similar level of
risk that could provide a return that is similar to the Notes. Even if we do not
exercise our option to call your Notes, our ability to do so may adversely
affect the market value of your Notes. It is our sole option whether to call
your Notes prior to maturity on any such Call Date and we may or may not
exercise this option for any reason. Because of this Optional Early Redemption
potential, the term of your Notes could be anywhere between three and eighteen
months.

●You may not receive any Contingent Coupon Payments. The Notes do not provide
for any regular fixed coupon payments. Investors in the Notes will not
necessarily receive any Contingent Coupon Payments on the Notes. If the
Observation Value of any Underlying is less than its Coupon Barrier on an
Observation Date, you will not receive the Contingent Coupon Payment applicable
to that Observation Date. If the Observation Value of any Underlying is less
than its Coupon Barrier on all the Observation Dates during the term of the
Notes, you will not receive any Contingent Coupon Payments during the term of
the Notes, and will not receive a positive return on the Notes.

●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. In addition, if interest
rates increase during the term of the Notes, the Contingent Coupon Payment (if
any) may be less than the yield on a conventional debt security of comparable
maturity.

●The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as
applicable, will not reflect changes in the levels of the Underlyings other than
on the Observation Dates. The levels of the Underlyings during the term of the
Notes other than on the Observation Dates will not affect payments on the Notes.
Notwithstanding the foregoing, investors should generally be aware of the
performance of the Underlyings while holding the Notes, as the performance of
the Underlyings may influence the market value of the Notes. The calculation
agent will determine whether each Contingent Coupon Payment is payable and will
calculate the Early Redemption Amount or the Redemption Amount, as applicable,
by comparing only the Starting Value, the Coupon Barrier or the Threshold Value,
as applicable, to the Observation Value or the Ending Value for each Underlying.
No other levels of the Underlyings will be taken into account. As a result, if
the Notes are not called prior to maturity and the Ending Value of the Least
Performing Underlying is less than its Threshold Value, you will receive less
than the principal amount at maturity even if the level of each Underlying was
always above its Threshold Value prior to the Valuation Date.

●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 and
may lose a significant portion or all of your investment in the Notes even if
the Observation Value or Ending Value of one Underlying is greater than or equal
to its Coupon Barrier or Threshold Value, as applicable. Your Notes are linked
to the least performing of the Underlyings, and a change in the level of one
Underlying may not correlate with changes in the level of the other Underlyings.
The Notes are not linked to a basket composed of the Underlyings, where the
depreciation in the level of one Underlying could be offset to some extent by
the appreciation in the level of the other Underlyings. In the case of the
Notes, the individual performance of each Underlying would not be combined, and
the depreciation in the level of one Underlying would not be offset by any
appreciation in the level of the other Underlyings. Even if the Observation
Value of an Underlying is at or above its Coupon Barrier on an Observation Date,
you will not receive the Contingent Coupon Payment with respect to that
Observation Date if the Observation Value of another Underlying is below its
Coupon Barrier on that day. In addition, even if the Ending Value of an
Underlying is at or above its Threshold Value, you will lose a significant
portion or all of your investment in the Notes if the Ending Value of the Least
Performing Underlying is below its Threshold Value.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-8

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

●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 the Early
Redemption Amount or the Redemption Amount at maturity, as applicable, will be
dependent upon our ability and the ability of the Guarantor to repay our
respective obligations under the Notes on the applicable Contingent Payment Date
or Call Date or the Maturity Date, regardless of the Ending Value of the Least
Performing Underlying as compared to its Starting Value. 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.

 

Valuation- and Market-related Risks

 

●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 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 levels 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, 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.

 

Conflict-related Risks

 

●Trading and hedging activities by us, the Guarantor and any of our other
affiliates, including BofAS, may create conflicts of interest with you and may
affect your return on the Notes and their market value. We, the Guarantor or one
or more of our other affiliates, including BofAS, may buy or sell the securities
held by or included in the Underlyings, 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 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 levels 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
levels of the Underlyings. Consequently, the levels of the Underlyings may
change subsequent to the pricing date, which may adversely affect the market
value of the Notes.






  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-9

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

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 levels 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 levels 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.

 

Underlying-related Risks

 

●The Notes are subject to risks associated with small-size capitalization
companies. The stocks comprising the RTY are issued by companies with
small-sized market capitalization. The stock prices of small-size companies may
be more volatile than stock prices of large capitalization companies. Small-size
capitalization companies may be less able to withstand adverse economic, market,
trade and competitive conditions relative to larger companies. Small-size
capitalization companies may also be more susceptible to adverse developments
related to their products or services.

●The Notes are subject to risks associated with foreign securities markets. The
NDX includes certain foreign equity securities. You should be aware that
investments in securities linked to the value of foreign equity securities
involve particular risks. The foreign securities markets comprising the NDX may
have less liquidity and may be more volatile than U.S. or other securities
markets and market developments may affect foreign markets differently from U.S.
or other securities markets. Direct or indirect government intervention to
stabilize these foreign securities markets, as well as cross-shareholdings in
foreign companies, may affect trading prices and volumes in these markets. Also,
there is generally less publicly available information about foreign companies
than about those U.S. companies that are subject to the reporting requirements
of the SEC, and foreign companies are subject to accounting, auditing and
financial reporting standards and requirements that differ from those applicable
to U.S. reporting companies.

Prices of securities in foreign countries are subject to political, economic,
financial and social factors that apply in those geographical regions. These
factors, which could negatively affect those securities markets, include the
possibility of recent or future changes in a foreign government’s economic and
fiscal policies, the possible imposition of, or changes in, currency exchange
laws or other laws or restrictions applicable to foreign companies or
investments in foreign equity securities and the possibility of fluctuations in
the rate of exchange between currencies, the possibility of outbreaks of
hostility and political instability and the possibility of natural disaster or
adverse public health developments in the region. Moreover, foreign economies
may differ favorably or unfavorably from the U.S. economy in important respects
such as growth of gross national product, rate of inflation, capital
reinvestment, resources and self-sufficiency.

●The publisher of an Underlying may adjust that Underlying in a way that affects
its levels, and the publisher has no obligation to consider your interests. The
publisher of an Underlying can add, delete, or substitute the components
included in that Underlying or make other methodological changes that could
change its level. Any of these actions could adversely affect the value of your
Notes.

 

Tax-related Risks

 

●The U.S. federal income tax consequences of an investment in the Notes are
uncertain, and may be adverse to a holder of the Notes. No statutory, judicial,
or administrative authority directly addresses the characterization of the Notes
or securities similar to the Notes for U.S. federal income tax purposes. As a
result, significant aspects of the U.S. federal income tax consequences of an
investment in the Notes are not certain. Under the terms of the Notes, you will
have agreed with us to treat the Notes as contingent income-bearing single
financial contracts, as described below under “U.S. Federal Income Tax
Summary—General.” If the Internal Revenue Service (the “IRS”) were successful in
asserting an alternative characterization for the Notes, the timing and
character of income, gain or loss with respect to the Notes may differ. No
ruling will be requested from the IRS with respect to the Notes and no assurance
can be given that the IRS will agree with the statements made in the section
entitled “U.S. Federal Income Tax Summary.” 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.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-10

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

The Underlyings

All disclosures contained in this pricing supplement regarding the Underlyings,
including, without limitation, their make-up, method of calculation, and changes
in their components, have been derived from publicly available sources. The
information reflects the policies of, and is subject to change by, the sponsor
of the NDX, the sponsor of the RTY, and the sponsor of the SPX (collectively,
the “Underlying Sponsors”). The Underlying Sponsors, which license the copyright
and all other rights to the respective Underlyings, have no obligation to
continue to publish, and may discontinue publication of, the Underlyings. The
consequences of any Underlying Sponsor discontinuing publication of the
applicable Underlying are discussed in “Description of the Notes —
Discontinuance of an Index” in the accompanying product supplement. None of us,
the Guarantor, the calculation agent, or BofAS accepts any responsibility for
the calculation, maintenance or publication of any Underlying or any successor
index. None of us, the Guarantor, BofAS or any of our other affiliates makes any
representation to you as to the future performance of the Underlyings. You
should make your own investigation into the Underlyings.

 

 

The Nasdaq-100® Index

The NDX is intended to measure the performance of the 100 largest domestic and
international non-financial securities listed on The Nasdaq Stock Market
("NASDAQ") based on market capitalization. The NDX reflects companies across
major industry groups including computer hardware and software,
telecommunications, retail/wholesale trade and biotechnology. It does not
contain securities of financial companies including investment companies.

 

The NDX began trading on January 31, 1985 at a base value of 125.00. The NDX is
calculated and published by Nasdaq, Inc. In administering the NDX, Nasdaq, Inc.
will exercise reasonable discretion as it deems appropriate.

 

Underlying Stock Eligibility Criteria

NDX eligibility is limited to specific security types only. The security types
eligible for the NDX include foreign or domestic common stocks, ordinary shares,
ADRs and tracking stocks. Security types not included in the NDX are closed-end
funds, convertible debt securities, exchange traded funds, limited liability
companies, limited partnership interests, preferred stocks, rights, shares or
units of beneficial interest, warrants, units, and other derivative securities.
The NDX does not contain securities of investment companies. For purposes of the
NDX eligibility criteria, if the security is a depositary receipt representing a
security of a non-U.S. issuer, then references to the “issuer” are references to
the issuer of the underlying security.

 

Initial Eligibility Criteria

To be eligible for initial inclusion in the NDX, a security must be listed on
NASDAQ and meet the following criteria:

●the security’s U.S. listing must be exclusively on the Nasdaq Global Select
Market or the Nasdaq Global Market (unless the security was dually listed on
another U.S. market prior to January 1, 2004 and has continuously maintained
such listing);

●the security must be of a non-financial company;

●the security may not be issued by an issuer currently in bankruptcy
proceedings;

●the security must have a minimum three-month average daily trading volume of at
least 200,000 shares;

●if the issuer of the security is organized under the laws of a jurisdiction
outside the U.S., then such security must have listed options on a recognized
options market in the U.S. or be eligible for listed-options trading on a
recognized options market in the U.S.;

●the issuer of the security may not have entered into a definitive agreement or
other arrangement which would likely result in the security no longer being
eligible for inclusion in the NDX;

●the issuer of the security may not have annual financial statements with an
audit opinion that is currently withdrawn; and

●the issuer of the security must have “seasoned” on NASDAQ, the New York Stock
Exchange or NYSE Amex. Generally, a company is considered to be seasoned if it
has been listed on a market for at least three full months (excluding the first
month of initial listing).

 

Continued Eligibility Criteria

In addition, to be eligible for continued inclusion in the NDX, the following
criteria apply:

●the security’s U.S. listing must be exclusively on the Nasdaq Global Select
Market or the Nasdaq Global Market;

●the security must be of a non-financial company;

●the security may not be issued by an issuer currently in bankruptcy
proceedings;

●the security must have a minimum three-month average daily trading volume of at
least 200,000 shares;



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-11

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

●if the issuer of the security is organized under the laws of a jurisdiction
outside the U.S., then such security must have listed options on a recognized
options market in the U.S. or be eligible for listed-options trading on a
recognized options market in the U.S. (measured annually during the ranking
review process);

●the security must have an adjusted market capitalization equal to or exceeding
0.10% of the aggregate adjusted market capitalization of the NDX at each
month-end. In the event a company does not meet this criterion for two
consecutive month-ends, it will be removed from the NDX effective after the
close of trading on the third Friday of the following month; and

●the issuer of the security may not have annual financial statements with an
audit opinion that is currently withdrawn.

 

Computation of the NDX

The value of the NDX equals the aggregate value of the NDX share weights (the
“NDX Shares”) of each of the NDX securities multiplied by each such security’s
last sale price (last sale price refers to the last sale price on NASDAQ), and
divided by the divisor of the NDX. If trading in an NDX security is halted while
the market is open, the last traded price for that security is used for all NDX
computations until trading resumes. If trading is halted before the market is
open, the previous day’s last sale price is used. The formula for determining
the NDX value is as follows:

 



 

The NDX is ordinarily calculated without regard to cash dividends on NDX
securities. The NDX is calculated during the trading day and is disseminated
once per second from 09:30:01 to 17:16:00 ET. The closing level of the NDX may
change up until 17:15:00 ET due to corrections to the last sale price of the NDX
securities. The official closing value of the NDX is ordinarily disseminated at
17:16:00 ET.

 

NDX Maintenance

 

Changes to NDX Constituents

Changes to the NDX constituents may be made during the annual ranking review. In
addition, if at any time during the year other than the annual review, it is
determined that an NDX security issuer no longer meets the criteria for
continued inclusion in the NDX, or is otherwise determined to have become
ineligible for continued inclusion in the NDX, it is replaced with the largest
market capitalization issuer not currently in the NDX that meets the applicable
eligibility criteria for initial inclusion in the NDX.

 

Ordinarily, a security will be removed from the NDX at its last sale price.
However, if at the time of its removal the NDX security is halted from trading
on its primary listing market and an official closing price cannot readily be
determined, the NDX security may, in Nasdaq, Inc.’s discretion, be removed at a
price of $0.00000001 (“zero price”). This zero price will be applied to the NDX
security after the close of the market but prior to the time the official
closing value of the NDX is disseminated.

 

Divisor Adjustments

The divisor is adjusted to ensure that changes in the NDX constituents either by
corporate actions (that adjust either the price or shares of an NDX security) or
NDX participation outside of trading hours do not affect the value of the NDX.
All divisor changes occur after the close of the applicable index security
markets.

 

Quarterly NDX Rebalancing

The NDX will be rebalanced on a quarterly basis if it is determined that (1) the
current weight of the single NDX security with the largest market capitalization
is greater than 24.0% of the NDX or (2) the collective weight of those
securities whose individual current weights are in excess of 4.5% exceeds 48.0%
of the NDX. In addition, a “special rebalancing” of the NDX may be conducted at
any time if Nasdaq, Inc. determines it necessary to maintain the integrity and
continuity of the NDX. If either one or both of the above weight distribution
conditions are met upon quarterly review, or Nasdaq, Inc. determines that a
special rebalancing is necessary, a weight rebalancing will be performed.

 

If the first weight distribution condition is met and the current weight of the
single NDX security with the largest market capitalization is greater than
24.0%, then the weights of all securities with current weights greater than 1.0%
(“large securities”) will be scaled down proportionately toward 1.0% until the
adjusted weight of the single largest NDX security reaches 20.0%.

 

If the second weight distribution condition is met and the collective weight of
those securities whose individual current weights are in excess of 4.5% (or
adjusted weights in accordance with the previous step, if applicable) exceeds
48.0% of the NDX, then the weights of all such large securities in that group
will be scaled down proportionately toward 1.0% until their collective weight,
so adjusted, is equal to 40.0%.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-12

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

The aggregate weight reduction among the large securities resulting from either
or both of the rebalancing steps above will then be redistributed to those
securities with weightings of less than 1.0% (“small securities”) in the
following manner. In the first iteration, the weight of the largest small
security will be scaled upwards by a factor which sets it equal to the average
NDX weight of 1.0%. The weights of each of the smaller remaining small
securities will be scaled up by the same factor reduced in relation to each
security’s relative ranking among the small securities such that the smaller the
NDX security in the ranking, the less its weight will be scaled upward. This is
intended to reduce the market impact of the weight rebalancing on the smallest
component securities in the NDX.

 

In the second iteration of the small security rebalancing, the weight of the
second largest small security, already adjusted in the first iteration, will be
scaled upwards by a factor which sets it equal to the average NDX weight of
1.0%. The weights of each of the smaller remaining small securities will be
scaled up by this same factor reduced in relation to each security’s relative
ranking among the small securities such that, once again, the smaller the
security in the ranking, the less its weight will be scaled upward. Additional
iterations will be performed until the accumulated increase in weight among the
small securities equals the aggregate weight reduction among the large
securities that resulted from the rebalancing in accordance with the two weight
distribution conditions discussed above.

 

Finally, to complete the rebalancing process, once the final weighting
percentages for each NDX security have been set, the NDX Shares will be
determined anew based upon the last sale prices and aggregate capitalization of
the NDX at the close of trading on the last calendar day in February, May,
August and November. Changes to the NDX Shares will be made effective after the
close of trading on the third Friday in March, June, September and December, and
an adjustment to the divisor is made to ensure continuity of the NDX.
Ordinarily, new rebalanced NDX Shares will be determined by applying the above
procedures to the current NDX Shares. However, Nasdaq, Inc. may, from time to
time, determine rebalanced weights, if necessary, by applying the above
procedure to the actual current market capitalization of the NDX components. In
such instances, Nasdaq, Inc. would announce the different basis for rebalancing
prior to its implementation.

 

During the quarterly rebalancing, data is cutoff as of the previous month end
and no changes are made to the NDX from that cutoff until the quarterly index
share change effective date, except in the case of changes due to corporate
actions with an ex-date.

 

Adjustments for Corporate Actions

Changes in the price and/or NDX Shares driven by corporate events such as stock
dividends, splits, and certain spin-offs and rights issuances will be adjusted
on the ex-date. If the change in total shares outstanding arising from other
corporate actions is greater than or equal to 10.0%, the change will be made as
soon as practicable. Otherwise, if the change in total shares outstanding is
less than 10.0%, then all such changes are accumulated and made effective at one
time on a quarterly basis after the close of trading on the third Friday in each
of March, June, September, and December. The NDX Shares are derived from the
security’s total shares outstanding. The NDX Shares are adjusted by the same
percentage amount by which the total shares outstanding have changed.

 

 

Historical Performance of the NDX

The following graph sets forth the daily historical performance of the NDX in
the period from January 2, 2018 through the pricing date. We obtained this
historical data from Bloomberg L.P. We have not independently verified the
accuracy or completeness of the information obtained from Bloomberg L.P. The
horizontal line in the graph represents the NDX’s Coupon Barrier and Threshold
Value of 8,429.48 (rounded to two decimal places), which is 70% of the NDX’s
Starting Value of 12,042.12.

 





  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-13

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

This historical data on the NDX is not necessarily indicative of the future
performance of the NDX or what the value of the Notes may be. Any historical
upward or downward trend in the closing level of the NDX during any period set
forth above is not an indication that the closing level of the NDX is more or
less likely to increase or decrease at any time over the term of the Notes.

 

Before investing in the Notes, you should consult publicly available sources for
the closing levels of the NDX.

 

 

License Agreement

The Notes are not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its
affiliates (Nasdaq, Inc., with its affiliates, are referred to as the
“Corporations”). The Corporations have not passed on the legality or suitability
of, or the accuracy or adequacy of descriptions and disclosures relating to, the
Notes. The Corporations make no representation or warranty, express or implied,
to the owners of the Notes or any member of the public regarding the
advisability of investing in securities generally or in the Notes particularly,
or the ability of the NDX to track general stock market performance. The
Corporations’ only relationship to our affiliate, Merrill Lynch, Pierce, Fenner
& Smith Incorporated (“Licensee”) is in the licensing of the NASDAQ®, OMX®,
NASDAQ OMX®, and NDX registered trademarks, and certain trade names of the
Corporations or their licensor and the use of the NDX which is determined,
composed and calculated by Nasdaq, Inc. without regard to Licensee or the Notes.
Nasdaq, Inc. has no obligation to take the needs of the Licensee or the owners
of the Notes into consideration in determining, composing or calculating the
NDX. The Corporations are not responsible for and have not participated in the
determination of the timing of, prices at, or quantities of the Notes to be
issued or in the determination or calculation of the equation by which the Notes
are to be converted into cash. The Corporations have no liability in connection
with the administration, marketing or trading of the Notes.

 

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION
OF THE NDX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE
NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NDX OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE NDX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-14

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

The Russell 2000® Index

The RTY was developed by Russell Investments (“Russell”) before FTSE
International Limited and Russell combined in 2015 to create FTSE Russell, which
is wholly owned by London Stock Exchange Group. Additional information on the
RTY is available at the following website: http://www.ftserussell.com. No
information on that website is deemed to be included or incorporated by
reference in this pricing supplement.

 

Russell began dissemination of the RTY (Bloomberg L.P. index symbol “RTY”) on
January 1, 1984. FTSE Russell calculates and publishes the RTY. The RTY was set
to 135 as of the close of business on December 31, 1986. The RTY is designed to
track the performance of the small capitalization segment of the U.S. equity
market. As a subset of the Russell 3000® Index, the RTY consists of the smallest
2,000 companies included in the Russell 3000® Index. The Russell 3000® Index
measures the performance of the largest 3,000 U.S. companies, representing
approximately 98% of the investable U.S. equity market. The RTY is determined,
comprised, and calculated by FTSE Russell without regard to the Notes.

 

Selection of Stocks Comprising the RTY

Each company eligible for inclusion in the RTY must be classified as a U.S.
company under FTSE Russell’s country-assignment methodology. If a company is
incorporated, has a stated headquarters location, and trades in the same country
(American Depositary Receipts and American Depositary Shares are not eligible),
then the company is assigned to its country of incorporation. If any of the
three factors are not the same, FTSE Russell defines three Home Country
Indicators (“HCIs”): country of incorporation, country of headquarters, and
country of the most liquid exchange (as defined by a two-year average daily
dollar trading volume) from all exchanges within a country. Using the HCIs, FTSE
Russell compares the primary location of the company’s assets with the three
HCIs. If the primary location of its assets matches any of the HCIs, then the
company is assigned to the primary location of its assets. If there is
insufficient information to determine the country in which the company’s assets
are primarily located, FTSE Russell will use the country from which the
company’s revenues are primarily derived for the comparison with the three HCIs
in a similar manner. FTSE Russell uses the average of two years of assets or
revenues data to reduce potential turnover. If conclusive country details cannot
be derived from assets or revenues data, FTSE Russell will assign the company to
the country of its headquarters, which is defined as the address of the
company’s principal executive offices, unless that country is a Benefit Driven
Incorporation (“BDI”) country, in which case the company will be assigned to the
country of its most liquid stock exchange. BDI countries include: Anguilla,
Antigua and Barbuda, Bahamas, Barbados, Belize, Bermuda, Bonaire, British Virgin
Islands, Cayman Islands, Channel Islands, Cook Islands, Curacao, Faroe Islands,
Gibraltar, Guernsey, Isle of Man, Jersey, Liberia, Marshall Islands, Panama,
Saba, Sint Eustatius, Sint Maarten, and Turks and Caicos Islands. For any
companies incorporated or headquartered in a U.S. territory, including Puerto
Rico, Guam, and U.S. Virgin Islands, a U.S. HCI is assigned.

 

All securities eligible for inclusion in the RTY must trade on a major U.S.
exchange. Stocks must have a closing price at or above $1.00 on their primary
exchange on the last trading day in May to be eligible for inclusion during
annual reconstitution. However, in order to reduce unnecessary turnover, if an
existing member’s closing price is less than $1.00 on the last day of May, it
will be considered eligible if the average of the daily closing prices (from its
primary exchange) during the month of May is equal to or greater than $1.00.
Initial public offerings are added each quarter and must have a closing price at
or above $1.00 on the last day of their eligibility period in order to qualify
for index inclusion. If an existing stock does not trade on the “rank day”
(typically the last trading day in May but a confirmed timetable is announced
each spring) but does have a closing price at or above $1.00 on another eligible
U.S. exchange, that stock will be eligible for inclusion.

 

An important criterion used to determine the list of securities eligible for the
RTY is total market capitalization, which is defined as the market price as of
the last trading day in May for those securities being considered at annual
reconstitution times the total number of shares outstanding. Where applicable,
common stock, non-restricted exchangeable shares and partnership
units/membership interests are used to determine market capitalization. Any
other form of shares such as preferred stock, convertible preferred stock,
redeemable shares, participating preferred stock, warrants and rights,
installment receipts or trust receipts, are excluded from the calculation. If
multiple share classes of common stock exist, they are combined. In cases where
the common stock share classes act independently of each other (e.g., tracking
stocks), each class is considered for inclusion separately. If multiple share
classes exist, the pricing vehicle will be designated as the share class with
the highest two-year trading volume as of the rank day in May.

 

Companies with a total market capitalization of less than $30 million are not
eligible for the RTY. Similarly, companies with only 5% or less of their shares
available in the marketplace are not eligible for the RTY. Royalty trusts,
limited liability companies, closed-end investment companies (companies that are
required to report Acquired Fund Fees and Expenses, as defined by the SEC,
including business development companies), blank check companies, special
purpose acquisition companies, and limited partnerships are also ineligible for
inclusion. Bulletin board, pink sheets, and over-the-counter traded securities
are not eligible for inclusion. Exchange traded funds and mutual funds are also
excluded.

 

Annual reconstitution is a process by which the RTY is completely rebuilt. Based
on closing levels of the company’s common stock on its primary exchange on the
rank day of May of each year, FTSE Russell reconstitutes the composition of the
RTY using the then existing market capitalizations of eligible companies.
Reconstitution of the RTY occurs on the last Friday in June or, when the last
Friday in June is the 29th or 30th, reconstitution occurs on the prior Friday.
In addition, FTSE Russell adds initial public offerings to the RTY on a
quarterly basis based on total market capitalization ranking within the
market-adjusted capitalization breaks established during the most recent
reconstitution. After membership is determined, a security’s shares are adjusted
to include only those shares available to the public. This is often referred to
as “free float.” The purpose of the adjustment is to exclude from market
calculations the capitalization that is not available for purchase and is not
part of the investable opportunity set.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-15

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Historical Performance of the RTY

The following graph sets forth the daily historical performance of the RTY in
the period from January 2, 2018 through the pricing date. We obtained this
historical data from Bloomberg L.P. We have not independently verified the
accuracy or completeness of the information obtained from Bloomberg L.P. The
horizontal line in the graph represents the RTY’s Coupon Barrier and Threshold
Value of 1,327.894 (rounded to three decimal places), which is 70% of the RTY’s
Starting Value of 1,896.991.

 



 

This historical data on the RTY is not necessarily indicative of the future
performance of the RTY or what the value of the Notes may be. Any historical
upward or downward trend in the closing level of the RTY during any period set
forth above is not an indication that the closing level of the RTY is more or
less likely to increase or decrease at any time over the term of the Notes.

 

Before investing in the Notes, you should consult publicly available sources for
the closing levels of the RTY.

 

 

License Agreement

“Russell 2000®” and “Russell 3000®” are trademarks of FTSE Russell and have been
licensed for use by our affiliate, Merrill Lynch, Pierce, Fenner & Smith
Incorporated. The Notes are not sponsored, endorsed, sold, or promoted by FTSE
Russell, and FTSE Russell makes no representation regarding the advisability of
investing in the Notes.

 

FTSE Russell and Merrill Lynch, Pierce, Fenner & Smith Incorporated have entered
into a non-exclusive license agreement providing for the license to Merrill
Lynch, Pierce, Fenner & Smith Incorporated and its affiliates, including us, in
exchange for a fee, of the right to use indices owned and published by FTSE
Russell in connection with some securities, including the Notes. The license
agreement provides that the following language must be stated in this pricing
supplement:

 

The Notes are not sponsored, endorsed, sold, or promoted by FTSE Russell. FTSE
Russell makes no representation or warranty, express or implied, to the holders
of the Notes or any member of the public regarding the advisability of investing
in securities generally or in the Notes particularly or the ability of the RTY
to track general stock market performance or a segment of the same. FTSE
Russell’s publication of the RTY in no way suggests or implies an opinion by
FTSE Russell as to the advisability of investment in any or all of the
securities upon which the RTY is based. FTSE Russell’s only relationship to
Merrill Lynch, Pierce, Fenner & Smith Incorporated and to us is the licensing of
certain trademarks and trade names of FTSE Russell and of the RTY, which is
determined, composed, and calculated by FTSE Russell without regard to Merrill
Lynch, Pierce, Fenner & Smith Incorporated, us, or the Notes. FTSE Russell is
not responsible for and has not reviewed the Notes nor any associated literature
or publications and FTSE Russell makes no representation or warranty express or
implied as to their accuracy or completeness, or otherwise. FTSE Russell
reserves the right, at any time and without notice, to alter, amend, terminate,
or in any way change the RTY. FTSE Russell has no obligation or liability in
connection with the administration, marketing, or trading of the Notes.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-16

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

FTSE RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RTY
OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, US, BAC, BOFAS, HOLDERS OF THE NOTES, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE RTY OR ANY DATA INCLUDED THEREIN. FTSE
RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE RTY OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL FTSE RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-17

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

The S&P 500® Index

The SPX includes a representative sample of 500 companies in leading industries
of the U.S. economy. The SPX is intended to provide an indication of the pattern
of common stock price movement. The calculation of the level of the SPX is based
on the relative value of the aggregate market value of the common stocks of 500
companies as of a particular time compared to the aggregate average market value
of the common stocks of 500 similar companies during the base period of the
years 1941 through 1943.

 

The SPX includes companies from eleven main groups: Communication Services;
Consumer Discretionary; Consumer Staples; Energy; Financials; Health Care;
Industrials; Information Technology; Real Estate; Materials; and Utilities. S&P
Dow Jones Indices LLC (“SPDJI”), the sponsor of the SPX, may from time to time,
in its sole discretion, add companies to, or delete companies from, the SPX to
achieve the objectives stated above.

 

Company additions to the SPX must have an unadjusted company market
capitalization of $14.6 billion or more (an increase from the previous
requirement of an unadjusted company market capitalization of $13.1 billion or
more).

 

SPDJI calculates the SPX by reference to the prices of the constituent stocks of
the SPX without taking account of the value of dividends paid on those stocks.
As a result, the return on the Notes will not reflect the return you would
realize if you actually owned the SPX constituent stocks and received the
dividends paid on those stocks.

 

Computation of the SPX

While SPDJI currently employs the following methodology to calculate the SPX, no
assurance can be given that SPDJI will not modify or change this methodology in
a manner that may affect payments on the Notes.

 

Historically, the market value of any component stock of the SPX was calculated
as the product of the market price per share and the number of then outstanding
shares of such component stock. In March 2005, SPDJI began shifting the SPX
halfway from a market capitalization weighted formula to a float-adjusted
formula, before moving the SPX to full float adjustment on September 16, 2005.
SPDJI’s criteria for selecting stocks for the SPX did not change with the shift
to float adjustment. However, the adjustment affects each company’s weight in
the SPX.

 

Under float adjustment, the share counts used in calculating the SPX reflect
only those shares that are available to investors, not all of a company’s
outstanding shares. Float adjustment excludes shares that are closely held by
control groups, other publicly traded companies or government agencies.

 

In September 2012, all shareholdings representing more than 5% of a stock’s
outstanding shares, other than holdings by “block owners,” were removed from the
float for purposes of calculating the SPX. Generally, these “control holders”
will include officers and directors, private equity, venture capital and special
equity firms, other publicly traded companies that hold shares for control,
strategic partners, holders of restricted shares, ESOPs, employee and family
trusts, foundations associated with the company, holders of unlisted share
classes of stock, government entities at all levels (other than government
retirement/pension funds) and any individual person who controls a 5% or greater
stake in a company as reported in regulatory filings. However, holdings by block
owners, such as depositary banks, pension funds, mutual funds and ETF providers,
401(k) plans of the company, government retirement/pension funds, investment
funds of insurance companies, asset managers and investment funds, independent
foundations and savings and investment plans, will ordinarily be considered part
of the float.

 

Treasury stock, stock options, restricted shares, equity participation units,
warrants, preferred stock, convertible stock, and rights are not part of the
float. Shares held in a trust to allow investors in countries outside the
country of domicile, such as depositary shares and Canadian exchangeable shares,
are normally part of the float unless those shares form a control block. If a
company has multiple classes of stock outstanding, shares in an unlisted or
non-traded class are treated as a control block.

 

For each stock, an investable weight factor (“IWF”) is calculated by dividing
the available float shares by the total shares outstanding. Available float
shares are defined as the total shares outstanding less shares held by control
holders. This calculation is subject to a 5% minimum threshold for control
blocks. For example, if a company’s officers and directors hold 3% of the
company’s shares, and no other control group holds 5% of the company’s shares,
SPDJI would assign that company an IWF of 1.00, as no control group meets the 5%
threshold. However, if a company’s officers and directors hold 3% of the
company’s shares and another control group holds 20% of the company’s shares,
SPDJI would assign an IWF of 0.77, reflecting the fact that 23% of the company’s
outstanding shares are considered to be held for control. As of July 31, 2017,
companies with multiple share class lines are no longer eligible for inclusion
in the SPX. Constituents of the SPX prior to July 31, 2017 with multiple share
class lines will be grandfathered in and continue to be included in the SPX. If
a constituent company of the SPX reorganizes into a multiple share class line
structure, that company will remain in the SPX at the discretion of the S&P
Index Committee in order to minimize turnover.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-18

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

The SPX is calculated using a base-weighted aggregate methodology. The level of
the SPX reflects the total market value of all component stocks relative to the
base period of the years 1941 through 1943. An indexed number is used to
represent the results of this calculation in order to make the level easier to
work with and track over time. The actual total market value of the component
stocks during the base period of the years 1941 through 1943 has been set to an
indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In
practice, the daily calculation of the SPX is computed by dividing the total
market value of the component stocks by the “index divisor.” By itself, the
index divisor is an arbitrary number. However, in the context of the calculation
of the SPX, it serves as a link to the original base period level of the SPX.
The index divisor keeps the SPX comparable over time and is the manipulation
point for all adjustments to the SPX, which is index maintenance.

 

Index Maintenance

Index maintenance includes monitoring and completing the adjustments for company
additions and deletions, share changes, stock splits, stock dividends, and stock
price adjustments due to company restructuring or spinoffs. Some corporate
actions, such as stock splits and stock dividends, require changes in the common
shares outstanding and the stock prices of the companies in the SPX, and do not
require index divisor adjustments.

 

To prevent the level of the SPX from changing due to corporate actions,
corporate actions which affect the total market value of the SPX require an
index divisor adjustment. By adjusting the index divisor for the change in
market value, the level of the SPX remains constant and does not reflect the
corporate actions of individual companies in the SPX. Index divisor adjustments
are made after the close of trading and after the calculation of the SPX closing
level.

 

Changes in a company’s shares outstanding of 5.00% or more due to mergers,
acquisitions, public offerings, tender offers, Dutch auctions, or exchange
offers are made as soon as reasonably possible. Share changes due to mergers or
acquisitions of publicly held companies that trade on a major exchange are
implemented when the transaction occurs, even if both of the companies are not
in the same headline index, and regardless of the size of the change. All other
changes of 5.00% or more (due to, for example, company stock repurchases,
private placements, redemptions, exercise of options, warrants, conversion of
preferred stock, notes, debt, equity participation units, at-the-market
offerings, or other recapitalizations) are made weekly and are announced on
Fridays for implementation after the close of trading on the following Friday.
Changes of less than 5.00% are accumulated and made quarterly on the third
Friday of March, June, September, and December, and are usually announced two to
five days prior.

 

If a change in a company’s shares outstanding of 5.00% or more causes a
company’s IWF to change by five percentage points or more, the IWF is updated at
the same time as the share change. IWF changes resulting from partial tender
offers are considered on a case by case basis.

 

 

Historical Performance of the SPX

The following graph sets forth the daily historical performance of the SPX in
the period from January 2, 2018 through the pricing date. We obtained this
historical data from Bloomberg L.P. We have not independently verified the
accuracy or completeness of the information obtained from Bloomberg L.P. The
horizontal line in the graph represents the SPX’s Coupon Barrier and Threshold
Value of 2,779.11 (rounded to two decimal places), which is 70% of the SPX’s
Starting Value of 3,970.15.

 



 

This historical data on the SPX is not necessarily indicative of the future
performance of the SPX or what the value of the Notes may be. Any historical
upward or downward trend in the closing level of the SPX during any period set
forth above is not an indication that the closing level of the SPX is more or
less likely to increase or decrease at any time over the term of the Notes.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-19

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Before investing in the Notes, you should consult publicly available sources for
the closing levels of the SPX.

 

 

License Agreement

S&P® is a registered trademark of Standard & Poor’s Financial Services LLC
(“S&P”) and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings
LLC (“Dow Jones”). These trademarks have been licensed for use by S&P Dow Jones
Indices LLC. “Standard & Poor’s®,” “S&P 500®” and “S&P®” are trademarks of S&P.
These trademarks have been sublicensed for certain purposes by our affiliate,
Merrill Lynch, Pierce, Fenner & Smith Incorporated. The SPX is a product of S&P
Dow Jones Indices LLC and/or its affiliates and has been licensed for use by
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

The Notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices
LLC, Dow Jones, S&P or any of their respective affiliates (collectively, “S&P
Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty,
express or implied, to the holders of the Notes or any member of the public
regarding the advisability of investing in securities generally or in the Notes
particularly or the ability of the SPX to track general market performance. S&P
Dow Jones Indices’ only relationship to Merrill Lynch, Pierce, Fenner & Smith
Incorporated with respect to the SPX is the licensing of the SPX and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its
third party licensors. The SPX is determined, composed and calculated by S&P Dow
Jones Indices without regard to us, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, or the Notes. S&P Dow Jones Indices have no obligation to take our
needs, BAC’s needs or the needs of Merrill Lynch, Pierce, Fenner & Smith
Incorporated or holders of the Notes into consideration in determining,
composing or calculating the SPX. S&P Dow Jones Indices are not responsible for
and have not participated in the determination of the prices and amount of the
Notes or the timing of the issuance or sale of the Notes or in the determination
or calculation of the equation by which the Notes are to be converted into cash.
S&P Dow Jones Indices have no obligation or liability in connection with the
administration, marketing or trading of the Notes. There is no assurance that
investment products based on the SPX will accurately track index performance or
provide positive investment returns. S&P Dow Jones Indices LLC and its
subsidiaries are not investment advisors. Inclusion of a security or futures
contract within an index is not a recommendation by S&P Dow Jones Indices to
buy, sell, or hold such security or futures contract, nor is it considered to be
investment advice. Notwithstanding the foregoing, CME Group Inc. and its
affiliates may independently issue and/or sponsor financial products unrelated
to the Notes currently being issued by us, but which may be similar to and
competitive with the Notes. In addition, CME Group Inc. and its affiliates may
trade financial products which are linked to the performance of the SPX. It is
possible that this trading activity will affect the value of the Notes.

 

S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR
THE COMPLETENESS OF THE SPX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION,
INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING
ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT
BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS
THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, BAC, BOFAS,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, HOLDERS OF THE NOTES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE SPX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF
PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY,
OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-20

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Supplement to the Plan of Distribution; Role of BofAS and Conflicts of Interest

BofAS, a broker-dealer affiliate of ours, is a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in
the distribution of the Notes. Accordingly, the offering of the Notes will
conform to the requirements of FINRA Rule 5121. BofAS may not make sales in this
offering to any of its discretionary accounts without the prior written approval
of the account holder.

 

We will deliver the Notes against payment therefor in New York, New York on a
date that is greater than two business days following the pricing date. Under
Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the Notes more than two business days prior to the original issue date
will be required to specify alternative settlement arrangements to prevent a
failed settlement.

 

Under our distribution agreement with BofAS, BofAS will purchase the Notes from
us as principal at the public offering price indicated on the cover of this
pricing supplement, less the indicated underwriting discount, if any. BofAS will
sell the Notes to other broker-dealers that will participate in the offering and
that are not affiliated with us, at an agreed discount to the principal amount.
Each of those broker-dealers may sell the Notes to one or more additional
broker-dealers. BofAS has informed us that these discounts may vary from dealer
to dealer and that not all dealers will purchase or repurchase the Notes at the
same discount. 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 $993.25 per $1,000
in principal amount of Notes.

 

BofAS and any of our other broker-dealer affiliates may use this pricing
supplement and the accompanying product supplement, prospectus supplement and
prospectus for offers and sales in secondary market transactions and
market-making transactions in the Notes. However, they are not obligated to
engage in such secondary market transactions and/or market-making transactions.
These broker-dealer affiliates may act as principal or agent in these
transactions, and any such sales will be made at prices related to prevailing
market conditions at the time of the sale.

 

At BofAS’s discretion, for a short, undetermined initial period after the
issuance of the Notes, BofAS may offer to buy the Notes in the secondary market
at a price that may exceed the initial estimated value of the Notes. Any price
offered by BofAS for the Notes will be based on then-prevailing market
conditions and other considerations, including the performance of the
Underlyings and the remaining term of the Notes. However, none of us, the
Guarantor, BofAS or any of our other affiliates is obligated to purchase your
Notes at any price or at any time, and we cannot assure you that any party will
purchase your Notes at a price that equals or exceeds the initial estimated
value of the Notes.

 

Any price that BofAS may pay to repurchase the Notes will depend upon then
prevailing market conditions, the creditworthiness of us and the Guarantor, and
transaction costs. At certain times, this price may be higher than or lower than
the initial estimated value of the Notes.

 

Sales Outside of the United States

 

The Notes have not been approved for public sale in any jurisdiction outside of
the United States. There has been no registration or filing as to the Notes with
any regulatory, securities, banking, or local authority outside of the United
States and no action has been taken by BofA Finance, BAC, BofAS or any other
affiliate of BAC, to offer the Notes in any jurisdiction other than the United
States. As such, these Notes are made available to investors outside of the
United States only in jurisdictions where it is lawful to make such offer or
sale and only under circumstances that will result in compliance with applicable
laws and regulations, including private placement requirements.

 

Further, no offer or sale of the Notes is being made to residents of:

●Australia

●Barbados

●Belgium

●Crimea

●Cuba

●Curacao

●Gibraltar

●Indonesia

●Italy

●Iran

●Kazakhstan

●Malaysia

●New Zealand

●North Korea



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-21

--------------------------------------------------------------------------------

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

●Norway

●Russia

●Syria

 

You are urged to carefully review the selling restrictions that may be
applicable to your jurisdiction beginning on page S-56 of the accompanying
prospectus supplement.

 

European Economic Area and United Kingdom

 

None of this pricing supplement, the accompanying product supplement, the
accompanying prospectus or the accompanying prospectus supplement is a
prospectus for the purposes of the Prospectus Regulation (as defined below).
This pricing supplement, the accompanying product supplement, the accompanying
prospectus and the accompanying prospectus supplement have been prepared on the
basis that any offer of Notes in any Member State of the European Economic Area
(the “EEA”) or in the United Kingdom (each, a “Relevant State”) will only be
made to a legal entity which is a qualified investor under the Prospectus
Regulation (“Qualified Investors”). Accordingly any person making or intending
to make an offer in that Relevant State of Notes which are the subject of the
offering contemplated in this pricing supplement, the accompanying product
supplement, the accompanying prospectus and the accompanying prospectus
supplement may only do so with respect to Qualified Investors. Neither BofA
Finance nor BAC has authorized, nor does it authorize, the making of any offer
of Notes other than to Qualified Investors. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129.

 

PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS – The Notes are
not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the EEA
or in the United Kingdom. For these purposes: (a) a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the Insurance
Distribution Directive) where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation; and (b) the
expression “offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so
as to enable an investor to decide to purchase or subscribe for the Notes.
Consequently no key information document required by Regulation (EU) No
1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the
Notes or otherwise making them available to retail investors in the EEA or in
the United Kingdom has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA or in the
United Kingdom may be unlawful under the PRIIPs Regulation.

 

United Kingdom

 

The communication of this pricing supplement, the accompanying product
supplement, the accompanying prospectus supplement, the accompanying prospectus
and any other document or materials relating to the issue of the Notes offered
hereby is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the United
Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom who have professional
experience in matters relating to investments and who fall within the definition
of investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the
Financial Promotion Order, or who are any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). In the United Kingdom, the Notes
offered hereby are only available to, and any investment or investment activity
to which this pricing supplement, the accompanying product supplement, the
accompanying prospectus supplement and the accompanying prospectus relates will
be engaged in only with, relevant persons. Any person in the United Kingdom that
is not a relevant person should not act or rely on this pricing supplement, the
accompanying product supplement, the accompanying prospectus supplement or the
accompanying prospectus or any of their contents.

 

Any invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) in connection with the issue or sale of the
Notes may only be communicated or caused to be communicated in circumstances in
which Section 21(1) of the FSMA does not apply to BofA Finance, as issuer, or
BAC, as guarantor.

 

All applicable provisions of the FSMA must be complied with in respect to
anything done by any person in relation to the Notes in, from or otherwise
involving the United Kingdom.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-22

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Structuring the Notes

The Notes are our debt securities, the return on which is linked to the
performance of the Underlyings. The related guarantee is BAC’s obligation. As is
the case for all of our and BAC’s respective debt securities, including our
market-linked notes, the economic terms of the Notes reflect our and BAC’s
actual or perceived creditworthiness at the time of pricing. In addition,
because market-linked notes result in increased operational, funding and
liability management costs to us and BAC, BAC typically borrows the funds under
these types of notes at a rate, which we refer to in this pricing supplement as
BAC’s internal funding rate, that is more favorable to BAC than the rate that it
might pay for a conventional fixed or floating rate debt security. This
generally relatively lower internal funding rate, which is reflected in the
economic terms of the Notes, along with the fees and charges associated with
market-linked notes, resulted in the initial estimated value of the Notes on the
pricing date being less than their public offering price.

 

In order to meet our payment obligations on the Notes, at the time we issue the
Notes, we may choose to enter into certain hedging arrangements (which may
include call options, put options or other derivatives) with BofAS or one of our
other affiliates. The terms of these hedging arrangements are determined based
upon terms provided by BofAS and its affiliates, and take into account a number
of factors, including our and BAC’s creditworthiness, interest rate movements,
the volatility of the Underlyings, the tenor of the Notes and the hedging
arrangements. The economic terms of the Notes and their initial estimated value
depend in part on the terms of these hedging arrangements.

 

BofAS has advised us that the hedging arrangements will include hedging related
charges, reflecting the costs associated with, and our affiliates’ profit earned
from, these hedging arrangements. Since hedging entails risk and may be
influenced by unpredictable market forces, actual profits or losses from these
hedging transactions may be more or less than any expected amounts.

 

For further information, see “Risk Factors” beginning on page PS-8 above and
“Supplemental Use of Proceeds” on page PS-20 of the accompanying product
supplement.

 

Validity of the Notes

In the opinion of McGuireWoods LLP, as counsel to BofA Finance, as issuer, and
BAC, as guarantor, when the trustee has made the appropriate entries or
notations on Schedule 1 to the master global note that represents the Notes (the
“Master Note”) identifying the Notes offered hereby as supplemental obligations
thereunder in accordance with the instructions of BofA Finance, and the Notes
have been delivered against payment therefor as contemplated in this pricing
supplement and the related prospectus, prospectus supplement and product
supplement, all in accordance with the provisions of the indenture governing the
Notes and the related guarantee, such Notes will be the legal, valid and binding
obligations of BofA Finance, and the related guarantee will be the legal, valid
and binding obligation of BAC, subject, in each case, to the effects of
applicable bankruptcy, insolvency (including laws relating to preferences,
fraudulent transfers and equitable subordination), reorganization, moratorium
and other similar laws affecting creditors’ rights generally, and to general
principles of equity. This opinion is given as of the date of this pricing
supplement and is limited to the Delaware General Corporation Law and the
Delaware Limited Liability Company Act (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting either of the foregoing) and the laws of the State of New
York as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution and delivery
of the indenture governing the Notes and due authentication of the Master Note,
the validity, binding nature and enforceability of the indenture governing the
Notes and the related guarantee with respect to the trustee, the legal capacity
of individuals, the genuineness of signatures, the authenticity of all documents
submitted to McGuireWoods LLP as originals, the conformity to original documents
of all documents submitted to McGuireWoods LLP as copies thereof, the
authenticity of the originals of such copies and certain factual matters, all as
stated in the opinion letter of McGuireWoods LLP dated December 8, 2022, which
has been filed as an exhibit to the Registration Statement (File Nos. 333-268718
and 333-268718-01) of BAC and BofA Finance, filed with the SEC on December 8,
2022.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-23

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

U.S. Federal Income Tax Summary

The following summary of the material U.S. federal income and estate tax
considerations of the acquisition, ownership, and disposition of the Notes
supplements, and to the extent inconsistent supersedes, the discussion under
“U.S. Federal Income Tax Considerations” in the accompanying prospectus and is
not exhaustive of all possible tax considerations. This summary is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), regulations
promulgated under the Code by the U.S. Treasury Department (“Treasury”)
(including proposed and temporary regulations), rulings, current administrative
interpretations and official pronouncements of the IRS, and judicial decisions,
all as currently in effect and all of which are subject to differing
interpretations or to change, possibly with retroactive effect. No assurance can
be given that the IRS would not assert, or that a court would not sustain, a
position contrary to any of the tax consequences described below. This summary
does not include any description of the tax laws of any state or local
governments, or of any foreign government, that may be applicable to a
particular holder.

 

Although the Notes are issued by us, they will be treated as if they were issued
by BAC for U.S. federal income tax purposes. Accordingly throughout this tax
discussion, references to “we,” “our” or “us” are generally to BAC unless the
context requires otherwise.

 

This summary is directed solely to U.S. Holders and Non-U.S. Holders that,
except as otherwise specifically noted, will purchase the Notes upon original
issuance and will hold the Notes as capital assets within the meaning of Section
1221 of the Code, which generally means property held for investment, and that
are not excluded from the discussion under “U.S. Federal Income Tax
Considerations” in the accompanying prospectus.

 

You should consult your own tax advisor concerning the U.S. federal income tax
consequences to you of acquiring, owning, and disposing of the Notes, as well as
any tax consequences arising under the laws of any state, local, foreign, or
other tax jurisdiction and the possible effects of changes in U.S. federal or
other tax laws.

 

General

 

Although there is no statutory, judicial, or administrative authority directly
addressing the characterization of the Notes, we intend to treat the Notes for
all tax purposes as contingent income-bearing single financial contracts with
respect to the Underlyings and under the terms of the Notes, we and every
investor in the Notes agree, in the absence of an administrative determination
or judicial ruling to the contrary, to treat the Notes in accordance with such
characterization. In the opinion of our counsel, Sidley Austin LLP, it is
reasonable to treat the Notes as contingent income-bearing single financial
contracts with respect to the Underlyings. However, Sidley Austin LLP has
advised us that it is unable to conclude that it is more likely than not that
this treatment will be upheld. This discussion assumes that the Notes constitute
contingent income-bearing single financial contracts with respect to the
Underlyings for U.S. federal income tax purposes. If the Notes did not
constitute contingent income-bearing single financial contracts, the tax
consequences described below would be materially different.

 

This characterization of the Notes is not binding on the IRS or the courts. No
statutory, judicial, or administrative authority directly addresses the
characterization of the Notes or any similar instruments for U.S. federal income
tax purposes, and no ruling is being requested from the IRS with respect to
their proper characterization and treatment. Due to the absence of authorities
on point, significant aspects of the U.S. federal income tax consequences of an
investment in the Notes are not certain, and no assurance can be given that the
IRS or any court will agree with the characterization and tax treatment
described in this pricing supplement. Accordingly, you are urged to consult your
tax advisor regarding all aspects of the U.S. federal income tax consequences of
an investment in the Notes, including possible alternative characterizations.

 

Unless otherwise stated, the following discussion is based on the
characterization described above. The discussion in this section assumes that
there is a significant possibility of a significant loss of principal on an
investment in the Notes.

 

We will not attempt to ascertain whether any issuer of a component stock
included in an Underlying would be treated as a “passive foreign investment
company” (“PFIC”), within the meaning of Section 1297 of the Code, or a United
States real property holding corporation, within the meaning of Section 897(c)
of the Code. If the issuer of one or more stocks included in an Underlying were
so treated, certain adverse U.S. federal income tax consequences could possibly
apply to a holder of the Notes. You should refer to information filed with the
SEC by the issuers of the component stocks included in each Underlying and
consult your tax advisor regarding the possible consequences to you, if any, if
any issuer of a component stock included in an Underlying is or becomes a PFIC
or is or becomes a United States real property holding corporation.

 

U.S. Holders

 

Although the U.S. federal income tax treatment of any Contingent Coupon Payment
on the Notes is uncertain, we intend to take the position, and the following
discussion assumes, that any Contingent Coupon Payment constitutes taxable
ordinary income to a U.S. Holder at the time received or accrued in accordance
with the U.S. Holder’s regular method of accounting. By purchasing the Notes you
agree, in the absence of an administrative determination or judicial ruling to
the contrary, to treat any Contingent Coupon Payment as described in the
preceding sentence.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-24

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Upon receipt of a cash payment at maturity or upon a sale, exchange, or
redemption of the Notes prior to maturity, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount
realized (other than amounts representing any Contingent Coupon Payment, which
would be taxed as described above) and the U.S. Holder’s tax basis in the Notes.
A U.S. Holder’s tax basis in the Notes will equal the amount paid by that holder
to acquire them. This capital gain or loss generally will be long-term capital
gain or loss if the U.S. Holder held the Notes for more than one year. The
deductibility of capital losses is subject to limitations.

 

Alternative Tax Treatments. Due to the absence of authorities that directly
address the proper tax treatment of the Notes, prospective investors are urged
to consult their tax advisors regarding all possible alternative tax treatments
of an investment in the Notes. In particular, the IRS could seek to subject the
Notes to the Treasury regulations governing contingent payment debt instruments.
If the IRS were successful in that regard, the timing and character of income on
the Notes would be affected significantly. Among other things, a U.S. Holder
would be required to accrue original issue discount every year at a “comparable
yield” determined at the time of issuance. In addition, any gain realized by a
U.S. Holder at maturity or upon a sale, exchange, or redemption of the Notes
generally would be treated as ordinary income, and any loss realized at maturity
or upon a sale, exchange, or redemption of the Notes generally would be treated
as ordinary loss to the extent of the U.S. Holder’s prior accruals of original
issue discount, and as capital loss thereafter.

 

In addition, it is possible that the Notes could be treated as a unit consisting
of a deposit and a put option written by the Note holder, in which case the
timing and character of income on the Notes would be affected significantly.

 

The IRS released Notice 2008-2 (the “Notice”), which sought comments from the
public on the taxation of financial instruments currently taxed as “prepaid
forward contracts.” This Notice addresses instruments such as the Notes.
According to the Notice, the IRS and Treasury are considering whether a holder
of an instrument such as the Notes should be required to accrue ordinary income
on a current basis, regardless of whether any payments are made prior to
maturity. It is not possible to determine what guidance the IRS and Treasury
will ultimately issue, if any. Any such future guidance may affect the amount,
timing and character of income, gain, or loss in respect of the Notes, possibly
with retroactive effect.

 

The IRS and Treasury are also considering additional issues, including whether
additional gain or loss from such instruments should be treated as ordinary or
capital, whether foreign holders of such instruments should be subject to
withholding tax on any deemed income accruals, whether Section 1260 of the Code,
concerning certain “constructive ownership transactions,” generally applies or
should generally apply to such instruments, and whether any of these
determinations depend on the nature of the underlying asset.

 

In addition, proposed Treasury regulations require the accrual of income on a
current basis for contingent payments made under certain notional principal
contracts. The preamble to the regulations states that the “wait and see” method
of accounting does not properly reflect the economic accrual of income on those
contracts, and requires current accrual of income for some contracts already in
existence. While the proposed regulations do not apply to prepaid forward
contracts, the preamble to the proposed regulations expresses the view that
similar timing issues exist in the case of prepaid forward contracts. If the IRS
or Treasury publishes future guidance requiring current economic accrual for
contingent payments on prepaid forward contracts, it is possible that you could
be required to accrue income over the term of the Notes.

 

Because of the absence of authority regarding the appropriate tax
characterization of the Notes, it is also possible that the IRS could seek to
characterize the Notes in a manner that results in tax consequences that are
different from those described above. For example, the IRS could possibly assert
that any gain or loss that a holder may recognize at maturity or upon the sale,
exchange, or redemption of the Notes should be treated as ordinary gain or loss.

 

Because each Underlying is an index that periodically rebalances, it is possible
that the Notes could be treated as a series of contingent income-bearing single
financial contracts, each of which matures on the next rebalancing date. If the
Notes were properly characterized in such a manner, a U.S. Holder would be
treated as disposing of the Notes on each rebalancing date in return for new
Notes that mature on the next rebalancing date, and a U.S. Holder would
accordingly likely recognize capital gain or loss on each rebalancing date equal
to the difference between the holder’s tax basis in the Notes (which would be
adjusted to take into account any prior recognition of gain or loss) and the
fair market value of the Notes on such date.

 

Non-U.S. Holders

 

Because the U.S. federal income tax treatment of the Notes (including any
Contingent Coupon Payment) is uncertain, we (or the applicable paying agent)
will withhold U.S. federal income tax at a 30% rate (or at a lower rate under an
applicable income tax treaty) on the entire amount of any Contingent Coupon
Payment made unless such payments are effectively connected with the conduct by
the Non-U.S. Holder of a trade or business in the U.S. (in which case, to avoid
withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We
(or the applicable paying agent) will not pay any additional amounts in respect
of such withholding. To claim benefits under an income tax treaty, a Non-U.S.
Holder must obtain a taxpayer identification number and certify as to its
eligibility under the appropriate treaty’s limitations on benefits article, if
applicable. In addition, special rules may apply to claims for treaty benefits
made by Non-U.S. Holders that are entities rather than individuals. The
availability of a lower rate of withholding under an applicable income tax
treaty will depend on whether such rate applies to the characterization of the
payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible
for a reduced rate of U.S. federal withholding tax pursuant to an income tax
treaty may obtain a refund of any excess amounts withheld by filing an
appropriate claim for refund with the IRS.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-25

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Except as discussed below, a Non-U.S. Holder generally will not be subject to
U.S. federal income or withholding tax for amounts paid in respect of the Notes
(not including, for the avoidance of doubt, amounts representing any Contingent
Coupon Payment which would be subject to the rules discussed in the previous
paragraph) upon the sale, exchange, or redemption of the Notes or their
settlement at maturity, provided that the Non-U.S. Holder complies with
applicable certification requirements and that the payment is not effectively
connected with the conduct by the Non-U.S. Holder of a U.S. trade or business.
Notwithstanding the foregoing, gain from the sale, exchange, or redemption of
the Notes or their settlement at maturity may be subject to U.S. federal income
tax if that Non-U.S. Holder is a non-resident alien individual and is present in
the U.S. for 183 days or more during the taxable year of the sale, exchange,
redemption, or settlement and certain other conditions are satisfied.

 

If a Non-U.S. Holder of the Notes is engaged in the conduct of a trade or
business within the U.S. and if any Contingent Coupon Payment and gain realized
on the settlement at maturity, or upon sale, exchange, or redemption of the
Notes, is effectively connected with the conduct of such trade or business (and,
if certain tax treaties apply, is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the U.S.), the Non-U.S. Holder, although
exempt from U.S. federal withholding tax, generally will be subject to U.S.
federal income tax on such Contingent Coupon Payment and gain on a net income
basis in the same manner as if it were a U.S. Holder. Such Non-U.S. Holders
should read the material under the heading “—U.S. Holders,” for a description of
the U.S. federal income tax consequences of acquiring, owning, and disposing of
the Notes. In addition, if such Non-U.S. Holder is a foreign corporation, it may
also be subject to a branch profits tax equal to 30% (or such lower rate
provided by any applicable tax treaty) of a portion of its earnings and profits
for the taxable year that are effectively connected with its conduct of a trade
or business in the U.S., subject to certain adjustments.

 

A “dividend equivalent” payment is treated as a dividend from sources within the
United States and such payments generally would be subject to a 30% U.S.
withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations,
payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if
such specified ELIs reference an interest in an “underlying security,” which is
generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise
to a U.S. source dividend. However, IRS guidance provides that withholding on
dividend equivalent payments will not apply to specified ELIs that are not
delta-one instruments and that are issued before January 1, 2025. Based on our
determination that the Notes are not delta-one instruments, Non-U.S. Holders
should not be subject to withholding on dividend equivalent payments, if any,
under the Notes. However, it is possible that the Notes could be treated as
deemed reissued for U.S. federal income tax purposes upon the occurrence of
certain events affecting the Underlyings or the Notes, and following such
occurrence the Notes could be treated as subject to withholding on dividend
equivalent payments. Non-U.S. Holders that enter, or have entered, into other
transactions in respect of the Underlyings or the Notes should consult their tax
advisors as to the application of the dividend equivalent withholding tax in the
context of the Notes and their other transactions. If any payments are treated
as dividend equivalents subject to withholding, we (or the applicable paying
agent) would be entitled to withhold taxes without being required to pay any
additional amounts with respect to amounts so withheld.

 

As discussed above, alternative characterizations of the Notes for U.S. federal
income tax purposes are possible. Should an alternative characterization, by
reason of change or clarification of the law, by regulation or otherwise, cause
payments as to the Notes to become subject to withholding tax in addition to the
withholding tax described above, tax will be withheld at the applicable
statutory rate. Prospective Non-U.S. Holders should consult their own tax
advisors regarding the tax consequences of such alternative characterizations.

 

U.S. Federal Estate Tax. Under current law, while the matter is not entirely
clear, individual Non-U.S. Holders, and entities whose property is potentially
includible in those individuals’ gross estates for U.S. federal estate tax
purposes (for example, a trust funded by such an individual and with respect to
which the individual has retained certain interests or powers), should note
that, absent an applicable treaty benefit, a Note is likely to be treated as
U.S. situs property, subject to U.S. federal estate tax. These individuals and
entities should consult their own tax advisors regarding the U.S. federal estate
tax consequences of investing in a Note.

 

Backup Withholding and Information Reporting

 

Please see the discussion under “U.S. Federal Income Tax Considerations —
General — Backup Withholding and Information Reporting” in the accompanying
prospectus for a description of the applicability of the backup withholding and
information reporting rules to payments made on the Notes.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-26

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Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of
the Nasdaq-100® Index, the Russell 2000® Index and the S&P 500® Index

Where You Can Find More Information

The terms and risks of the Notes are contained in this pricing supplement and in
the following related product supplement, prospectus supplement and prospectus,
which can be accessed at the following links:

 

●Product Supplement EQUITY-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm

 

●Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated
December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm

 

This pricing supplement and the accompanying product supplement, prospectus
supplement and prospectus have been filed as part of a registration statement
with the SEC, which may, without cost, be accessed on the SEC website at
www.sec.gov or obtained from BofAS by calling 1-800-294-1322. Before you invest,
you should read this pricing supplement and the accompanying product supplement,
prospectus supplement and prospectus for information about us, BAC and this
offering. Any prior or contemporaneous oral statements and any other written
materials you may have received are superseded by this pricing supplement and
the accompanying product supplement, prospectus supplement and prospectus.
Certain terms used but not defined in this pricing supplement have the meanings
set forth in the accompanying product supplement or prospectus supplement.
Unless otherwise indicated or unless the context requires otherwise, all
references in this document to “we,” “us,” “our,” or similar references are to
BofA Finance, and not to BAC.

 

The Notes are our senior debt securities. Any payments on the Notes are fully
and unconditionally guaranteed by BAC. The Notes and the related guarantee are
not insured by the Federal Deposit Insurance Corporation or secured by
collateral. The Notes will rank equally in right of payment with all of our
other unsecured and unsubordinated obligations, except obligations that are
subject to any priorities or preferences by law. The related guarantee will rank
equally in right of payment with all of BAC’s other unsecured and unsubordinated
obligations, except obligations that are subject to any priorities or
preferences by law, and senior to its subordinated obligations. Any payments due
on the Notes, including any repayment of the principal amount, will be subject
to the credit risk of BofA Finance, as issuer, and BAC, as guarantor.



  CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES  |  PS-27

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