10/29/2024 | Press release | Distributed by Public on 10/29/2024 14:59
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The Contingent Income Issuer Callable Yield Notes Linked to the S&P 500® Index, due October 30, 2029 (the "Notes") priced on October 25, 2024 and will issue on October 30, 2024.
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Approximate 5 year term if not called prior to maturity.
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Payments on the Notes will depend on the performance of the S&P 500® Index (the "Underlying").
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Contingent coupon rate of 7.20% per annum (0.60% per month) payable monthly if the closing level of the Underlying on the applicable Observation Date is greater than or equal to 70.00% of its Starting Value, assuming the Notes have not been called.
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Beginning on April 30, 2025, callable quarterly at our option for an amount equal to the principal amount plus the relevant Contingent Coupon Payment, if otherwise payable.
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Assuming the Notes are not called prior to maturity, if the 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 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 a final Contingent Coupon Payment if the closing level of the Underlying on the final Observation Date is greater than or equal to 70.00% of its Starting Value.
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All payments on the Notes are subject to the credit risk of BofA Finance LLC ("BofA Finance" or the "Issuer"), as issuer of the Notes, and Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the Notes.
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The Notes will not be listed on any securities exchange.
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CUSIP No. 09711FCX3.
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Public offering price(1)
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Underwriting discount(1)(2)(3)
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Proceeds, before expenses, to BofA Finance(2)
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Per Note
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$1,000.00
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$2.50
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$997.50
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Total
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$630,000.00
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$1,575.00
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$628,425.00
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(1)
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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 $997.50 per $1,000.00 in principal amount of Notes.
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(2)
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The underwriting discount per $1,000.00 in principal amount of Notes may be as high as $2.50, resulting in proceeds, before expenses, to BofA Finance of as low as $997.50 per $1,000.00 in principal amount of Notes. The total underwriting discount and proceeds, before expenses, to BofA Finance specified above reflect the aggregate of the underwriting discounts per $1,000.00 in principal amount of Notes.
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(3)
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In addition to the underwriting discount above, if any, an affiliate of BofA Finance will pay a referral fee of up to $2.50 per $1,000.00 in principal amount of the Notes in connection with the distribution of the Notes to other registered broker-dealers.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Selling Agent
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Issuer:
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BofA Finance
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Guarantor:
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BAC
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Denominations:
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The Notes will be issued in minimum denominations of $1,000.00 and whole multiples of $1,000.00 in excess thereof.
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Term:
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Approximately 5 years, unless previously called.
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Underlying:
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The S&P 500® Index (Bloomberg symbol: "SPX"), a price return index.
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Pricing Date:
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October 25, 2024
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Issue Date:
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October 30, 2024
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Valuation Date:
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October 25, 2029, 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.
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Maturity Date:
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October 30, 2029
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Starting Value:
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5,808.12
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Observation Value:
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The closing level of the Underlying on the applicable Observation Date.
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Ending Value:
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The Observation Value of the Underlying on the Valuation Date.
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Coupon Barrier:
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4,065.68, which is 70.00% of the Starting Value (rounded to two decimal places).
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Threshold Value:
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4,065.68, which is 70.00% of the Starting Value (rounded to two decimal places).
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Contingent Coupon Payment:
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If, on any monthly Observation Date, the Observation Value of the Underlying is greater than or equal to the Coupon Barrier, we will pay a Contingent Coupon Payment of $6.00 per $1,000.00 in principal amount of Notes (equal to a rate of 0.60% per month or 7.20% per annum) on the applicable Contingent Payment Date (including the Maturity Date).
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Optional Early Redemption:
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On any quarterly Call Payment 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 Payment Date.
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Early Redemption Amount:
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For each $1,000.00 in principal amount of Notes, $1,000.00, plus the applicable Contingent Coupon Payment if the Observation Value of the Underlying on the corresponding Observation Date is greater than or equal to the Coupon Barrier.
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Redemption Amount:
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If the Notes have not been called prior to maturity, the Redemption Amount per $1,000.00 in principal amount of Notes will be:
a) If the Ending Value of the Underlying is greater than or equal to the Threshold Value:
b) If the Ending Value of the Underlying is less than the Threshold Value:
In this case, the Redemption Amount (excluding any final Contingent Coupon Payment) will be less than 70.00% of the principal amount and you could lose up to 100.00% of your investment in the Notes.
The Redemption Amount will also include a final Contingent Coupon Payment if the Ending Value of the Underlying is greater than or equal to the Coupon Barrier.
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Observation Dates:
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As set forth beginning on page PS-4
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-2
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Contingent Payment Dates:
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As set forth beginning on page PS-4
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Call Payment Dates:
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As set forth beginning on page PS-6. Each Call Payment Date is also a Contingent Payment Date.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Selling Agent:
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BofAS
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CUSIP:
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09711FCX3
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Underlying Return:
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Events of Default and Acceleration:
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If an Event of Default, as defined in the senior indenture relating to the 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 a final Contingent Coupon Payment is payable based upon the level of the Underlying 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.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-3
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Observation Dates*
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Contingent Payment Dates
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November 25, 2024
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November 29, 2024
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December 26, 2024
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December 31, 2024
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January 27, 2025
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January 30, 2025
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February 25, 2025
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February 28, 2025
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March 25, 2025
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March 28, 2025
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April 25, 2025
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April 30, 2025
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May 27, 2025
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May 30, 2025
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June 25, 2025
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June 30, 2025
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July 25, 2025
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July 30, 2025
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August 25, 2025
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August 28, 2025
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September 25, 2025
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September 30, 2025
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October 27, 2025
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October 30, 2025
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November 25, 2025
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December 1, 2025
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December 26, 2025
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December 31, 2025
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January 26, 2026
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January 29, 2026
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February 25, 2026
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March 2, 2026
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March 25, 2026
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March 30, 2026
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April 27, 2026
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April 30, 2026
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May 26, 2026
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May 29, 2026
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June 25, 2026
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June 30, 2026
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July 27, 2026
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July 30, 2026
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August 25, 2026
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August 28, 2026
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September 25, 2026
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September 30, 2026
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October 26, 2026
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October 29, 2026
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November 25, 2026
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December 1, 2026
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December 28, 2026
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December 31, 2026
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January 25, 2027
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January 28, 2027
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February 25, 2027
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March 2, 2027
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March 25, 2027
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March 31, 2027
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April 26, 2027
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April 29, 2027
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May 25, 2027
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May 28, 2027
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June 25, 2027
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June 30, 2027
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July 26, 2027
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July 29, 2027
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-4
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Observation Dates*
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Contingent Payment Dates
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August 25, 2027
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August 30, 2027
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September 27, 2027
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September 30, 2027
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October 25, 2027
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October 28, 2027
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November 26, 2027
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December 1, 2027
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December 27, 2027
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December 30, 2027
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January 25, 2028
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January 28, 2028
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February 25, 2028
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March 1, 2028
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March 27, 2028
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March 30, 2028
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April 25, 2028
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April 28, 2028
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May 25, 2028
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May 31, 2028
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June 26, 2028
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June 29, 2028
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July 25, 2028
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July 28, 2028
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August 25, 2028
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August 30, 2028
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September 25, 2028
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September 28, 2028
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October 25, 2028
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October 30, 2028
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November 27, 2028
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November 30, 2028
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December 26, 2028
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December 29, 2028
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January 25, 2029
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January 30, 2029
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February 26, 2029
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March 1, 2029
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March 26, 2029
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March 29, 2029
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April 25, 2029
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April 30, 2029
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May 25, 2029
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May 31, 2029
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June 25, 2029
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June 28, 2029
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July 25, 2029
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July 30, 2029
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August 27, 2029
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August 30, 2029
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September 25, 2029
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September 28, 2029
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October 25, 2029 (the "Valuation Date")
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October 30, 2029 (the "Maturity Date")
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-5
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Call Payment Dates
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April 30, 2025
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July 30, 2025
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October 30, 2025
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January 29, 2026
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April 30, 2026
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July 30, 2026
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October 29, 2026
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January 28, 2027
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April 29, 2027
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July 29, 2027
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October 28, 2027
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January 28, 2028
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April 28, 2028
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July 28, 2028
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October 30, 2028
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January 30, 2029
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April 30, 2029
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July 30, 2029
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-6
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-7
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Number of Contingent Coupon Payments
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Total Contingent Coupon Payments
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0
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$0.00
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2
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$12.00
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4
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$24.00
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6
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$36.00
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8
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$48.00
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10
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$60.00
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12
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$72.00
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14
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$84.00
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16
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$96.00
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18
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$108.00
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20
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$120.00
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22
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$132.00
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24
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$144.00
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26
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$156.00
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28
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$168.00
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30
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$180.00
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32
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$192.00
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34
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$204.00
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36
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$216.00
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38
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$228.00
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40
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$240.00
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42
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$252.00
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44
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$264.00
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46
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$276.00
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48
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$288.00
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50
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$300.00
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52
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$312.00
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54
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$324.00
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56
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$336.00
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58
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$348.00
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60
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$360.00
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-8
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Ending Value
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Underlying Return
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Redemption Amount per Note (including any final Contingent Coupon Payment)
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Return on the Notes(1)
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160.00
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60.00%
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$1,006.00
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0.60%
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150.00
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50.00%
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$1,006.00
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0.60%
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140.00
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40.00%
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$1,006.00
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0.60%
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130.00
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30.00%
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$1,006.00
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0.60%
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120.00
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20.00%
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$1,006.00
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0.60%
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110.00
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10.00%
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$1,006.00
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0.60%
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105.00
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5.00%
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$1,006.00
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0.60%
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102.00
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2.00%
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$1,006.00
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0.60%
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100.00(2)
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0.00%
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$1,006.00
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0.60%
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90.00
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-10.00%
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$1,006.00
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0.60%
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80.00
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-20.00%
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$1,006.00
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0.60%
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70.00(3)
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-30.00%
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$1,006.00
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0.60%
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69.99
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-30.01%
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$699.90
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-30.01%
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60.00
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-40.00%
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$600.00
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-40.00%
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50.00
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-50.00%
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$500.00
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-50.00%
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0.00
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-100.00%
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$0.00
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-100.00%
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(1)
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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.
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(2)
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The hypothetical Starting Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting Value of the Underlying is set forth on page PS-2 above.
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(3)
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This is the hypothetical Coupon Barrier and Threshold Value.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-9
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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 the Underlying is less than the Threshold Value, at maturity, your investment will be subject to 1:1 downside exposure to decreases in the value of the Underlying and you will lose 1% of the principal amount for each 1% that the Ending Value of the Underlying is less than the Starting Value. In that case, you will lose a significant portion or all of your investment in the Notes.
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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 Ending Value of the 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 Ending Value of the Underlying exceeds its Starting Value. In contrast, a direct investment in the securities included in the Underlying would allow you to receive the benefit of any appreciation in its value. 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.
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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 Payment 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 on the applicable Call Payment Date, and no further amounts will be payable on the Notes. 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 Payment 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 six and sixty months.
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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 the 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 the 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.
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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.
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The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will not reflect changes in the level of the Underlying other than on the Observation Dates. The level of the Underlying 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 Underlying while holding the Notes, as the performance of the Underlying 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 the Underlying. No other level of the Underlying will be taken into account. As a result, if the Notes are not called prior to maturity and the Ending Value of the Underlying is less than the Threshold Value, you will receive less than the principal amount at maturity even if the level of the Underlying was always above the Threshold Value prior to the Valuation Date.
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Any payments on the Notes are subject to our credit risk and the credit risk of the Guarantor, and any actual or perceived changes in our or the Guarantor's creditworthiness are expected to affect the value of the Notes. The Notes are our senior unsecured debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed by any entity other than the Guarantor. As a result, your receipt of any payments on the Notes will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the Notes on the applicable payment date, regardless of the performance of the Underlying. 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
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-10
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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 value of the Underlying, an improvement in our or the Guarantor's credit ratings will not reduce the other investment risks related to the Notes. |
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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.
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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 level of the Underlying, changes in the Guarantor's internal funding rate, and the inclusion in the public offering price of the underwriting discount, if any, the referral fee and the hedging related charges, all as further described in "Structuring the Notes" below. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways.
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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 Underlying, our and BAC's creditworthiness and changes in market conditions.
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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.
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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 Underlying, or futures or options contracts or exchange traded instruments on the Underlying or those securities, or other instruments whose value is derived from the Underlying 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 Underlying, except to the extent that BAC's common stock may be included in the Underlying, we, the Guarantor and our other affiliates, including BofAS, do not control any company included in the Underlying, 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 level of the Underlying 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 level of the Underlying. Consequently, the level of the Underlying may change subsequent to the pricing date, which may adversely affect the market value of the Notes.
We, the Guarantor or one or more of our other affiliates, including BofAS, also may have engaged in hedging activities that could have affected the level of the Underlying 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 level of the Underlying, the market value of your Notes prior to maturity or the amounts payable on the Notes. |
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours. We have the right to
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-11
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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.
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The publisher or the sponsor of the Underlying may adjust the Underlying in a way that affects its level, and the publisher or the sponsor has no obligation to consider your interests. The publisher or the sponsor of the Underlying can add, delete, or substitute the components included in the Underlying or make other methodological changes that could change its level. Any of these actions could adversely affect the value of your Notes.
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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.
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-12
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-13
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-14
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-15
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-16
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-17
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-18
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-19
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-20
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CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-21
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Product Supplement EQUITY-1 dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315473/d429684d424b2.htm |
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm |
CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-22
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