SEC Form FWP filed by Bank of America Corporation

2/11/25 9:37:24 PM ET

Major Banks

Finance

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FWP 1 formfwp-bac.htm FWP

	FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement Nos. 333-268718 and 333-268718-01
	Dated February 11, 2025

Jump Securities with Auto-Callable Feature Based on the Performance of the Common Stock of Tesla, Inc. due February 26, 2030

Fully and Unconditionally Guaranteed by Bank of America Corporation

Principal at Risk Securities

This document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, prospectus supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.

The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest. Investors will not participate in any appreciation of the underlying stock. The securities are for investors who are willing to risk their principal and forego current income and participation in the appreciation of the underlying stock in exchange for the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if final share price is at or above the call threshold level or the final redemption barrier level, as applicable, on the related quarterly determination date or the final determination date, respectively. The securities are our senior debt securities. Any payments on the securities are fully and unconditionally guaranteed by Bank of America Corporation (“BAC”). The securities are issued as part of BofA Finance LLC’s (“BofA Finance”) “Medium-Term Notes, Series A” program.

SUMMARY TERMS
Issuer:	BofA Finance
Guarantor:	BAC
Underlying stock:	Tesla, Inc. common stock (Nasdaq Global Select Market symbol: “TSLA”).
Stated principal amount:	$1,000.00 per security
Issue price:	$1,000.00 per security
Pricing date:	February 21, 2025
Original issue date:	February 26, 2025 (3 business days after the pricing date)
Maturity date:	February 26, 2030
Early redemption:	If, on any quarterly determination date (other than the final determination date), beginning on March 2, 2026, the determination closing price of the underlying stock is greater than or equal to the call threshold level, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed.
Early redemption payment:	The early redemption payment for each quarterly determination date prior to the final determination date will be an amount in cash per stated principal amount corresponding to a return of approximately at least 19.60% per annum. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.

Payment at maturity:	If the securities have not previously been redeemed, you will receive at maturity a cash payment per security as follows: ● If the final share price is greater than or equal to the final redemption barrier level: At least $1,980.00 (set on the pricing date) ● If the final share price is less than the final redemption barrier level: $1,000 × share performance factor Under these circumstances, the payment at maturity will be less than the stated principal amount of the securities and could be zero.
Initial share price:	The closing price of the underlying stock on the pricing date.
Final share price:	The closing price of the underlying stock on the final determination date times the adjustment factor on such date.
Share performance factor:	The final share price divided by the initial share price
Adjustment factor:	1, subject to adjustment for certain corporate events relating to the underlying stock as described in “Description of the Notes — Anti-Dilution Adjustments” beginning on page PS-23 of the accompanying product supplement.
Determination dates:	Quarterly. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below. We also refer to February 21, 2030 as the final determination date. The determination 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.
Early redemption dates:	Quarterly, beginning on March 5, 2026. See “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.
Call threshold levels:	100.00% of the initial share price.
Final redemption barrier level:	60% of the initial share price.
CUSIP / ISIN:	09711GNG6 / US09711GNG63
Listing:	The securities will not be listed on any securities exchange.
Estimated value on the pricing date:	Expected to be between $900.00 and $950.00 per $1,000 in principal amount of securities. See “Structuring the securities” in the preliminary pricing supplement.
Preliminary pricing supplement	https://www.sec.gov/Archives/edgar/data/70858/000191870425002310/form424b2.htm

Hypothetical Payment at Maturity (if the securities have not been previously redeemed)
Change in the Performance of the Underlying Stock	Payment at Maturity (excluding any contingent quarterly coupon payable at maturity)
+50.00%	At least $1,980.00 (set on the pricing date)
+40.00%	At least $1,980.00 (set on the pricing date)
+30.00%	At least $1,980.00 (set on the pricing date)
+20.00%	At least $1,980.00 (set on the pricing date)
+10.00%	At least $1,980.00 (set on the pricing date)
0.00%	At least $1,980.00 (set on the pricing date)
-10.00%	At least $1,980.00 (set on the pricing date)
-30.00%	At least $1,980.00 (set on the pricing date)
-40.00%	At least $1,980.00 (set on the pricing date)
-41.00%	$590.00
-60.00%	$400.00
-70.00%	$300.00
-80.00%	$200.00
-90.00%	$100.00
-100.00%	$0.00

The pricing date, issue date and other dates set forth to the left and on the following page are subject to change, and will be set forth in the final pricing supplement relating to the securities.

Determination Dates, Early Redemption Dates and Early Redemption Payments

*The actual Early Redemption Payments will be set on the pricing date.	Determination Dates		Early Redemption Dates		Early Redemption Payments (per $1,000 Security)*
	1^st determination date:	March 2, 2026	1^st early redemption date:	March 5, 2026	At least $1,196.00
	2^nd determination date:	May 21, 2026	2^nd early redemption date:	May 27, 2026	At least $1,245.00
	3^rd determination date:	August 21, 2026	3^rd early redemption date:	August 26, 2026	At least $1,294.00
	4^th determination date:	November 23, 2026	4^th early redemption date:	November 27, 2026	At least $1,343.00
	5^th determination date:	February 22, 2027	5^th early redemption date:	February 25, 2027	At least $1,392.00
	6^th determination date:	May 21, 2027	6^th early redemption date:	May 26, 2027	At least $1,441.00
	7^th determination date:	August 23, 2027	7^th early redemption date:	August 26, 2027	At least $1,490.00
	8^th determination date:	November 22, 2027	8^th early redemption date:	November 26, 2027	At least $1,539.00
	9^th determination date:	February 22, 2028	9^th early redemption date:	February 25, 2028	At least $1,588.00
	10^th determination date:	May 22, 2028	10^th early redemption date:	May 25, 2028	At least $1,637.00
	11^th determination date:	August 21, 2028	11^th early redemption date:	August 24, 2028	At least $1,686.00
	12^th determination date:	November 21, 2028	12^th early redemption date:	November 27, 2028	At least $1,735.00
	13^th determination date:	February 21, 2029	13^th early redemption date:	February 26, 2029	At least $1,784.00
	14^th determination date:	May 21, 2029	14^th early redemption date:	May 24, 2029	At least $1,833.00
	15^th determination date:	August 21, 2029	15^th early redemption date:	August 24, 2029	At least $1,882.00
	16^th determination date:	November 21, 2029	16^th early redemption date:	November 27, 2029	At least $1,931.00
	Final determination date:	February 21, 2030	See “Maturity date” above.		See “Payment at maturity” above.

You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement, prospectus supplement and prospectus for the securities under “Additional Information about the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.

This free writing prospectus is a summary of the terms of the securities and factors that you should consider before deciding to invest in the securities. BofA Finance has filed a registration statement (including preliminary pricing supplement, product supplement, prospectus supplement and prospectus) with the SEC, which may, without cost, be accessed on the SEC website at www.sec.gov or obtained from BofA Securities, Inc. (“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.

Underlying Stock

For information about the underlying stock, including historical performance information, see the accompanying preliminary pricing supplement.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Structure-related Risks

■	Your investment may result in a significant loss; there is no guaranteed return of principal.

■	Any positive investment return on the securities is limited.

■	The securities do not bear interest.

■	The securities are subject to potential early redemption, which would limit your ability to receive further payment on the securities.

■	Your return on the securities may be less than the yield on a conventional debt security of comparable maturity.

■	The early redemption payment or payment at maturity, as applicable, will not reflect changes in the price of the underlying stock other than on the related determination dates or the final determination date, as applicable.

■	Any payments on the securities 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 securities.

■	We are a finance subsidiary and, as such, have no independent assets, operations, or revenues.

Valuation- and Market-related Risks

■	The price to public you pay for the securities will exceed their initial estimated value.

■	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 securities in any secondary market (if any exists) at any time.

■	We cannot assure you that a trading market for your securities will ever develop or be maintained.

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 securities and their market value.

■	There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.

Underlying Stock-related Risks

■	The Underlying Company will have no obligations relating to the securities.

■	The business activities of us, the Guarantor and any of our other affiliates, including BofAS, relating to the Underlying Company may create conflicts of interest with you.

■	The terms of the securities will not be adjusted for all corporate events that could affect the Underlying Company.

Tax-related Risks

■	The U.S. federal income tax consequences of an investment in the securities are uncertain, and may be adverse to a holder of the securities.

Tax Considerations

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Additional Information About the Securities—Tax considerations” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.

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Date	Price Target	Rating	Analyst
1/7/2025	$50.00	Hold → Buy	HSBC Securities
1/7/2025	$43.00 → $53.00	Neutral → Buy	UBS
12/9/2024	$48.00 → $55.00	Overweight → Equal-Weight	Morgan Stanley
11/8/2024	$46.00 → $54.00	Neutral → Buy	Citigroup
9/3/2024	$45.00	Hold → Buy	Deutsche Bank
7/9/2024	$37.00 → $42.00	Underweight → Neutral	Piper Sandler
7/2/2024	$48.00	Neutral → Buy	Seaport Research Partners
6/14/2024	$37.00 → $46.00	Mkt Perform → Outperform	Keefe Bruyette

SEC Form FWP filed by Bank of America Corporation

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