• Thu. Oct 6th, 2022

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Bank Of America CISCO Mcast news

Kind 424B2 BANK OF AMERICA CORP

ByEditorialTeam

Sep 2, 2022


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Pricing Complement

(To Prospectus dated August 4, 2021

and Sequence N MTN Prospectus Complement dated August 4, 2021)

August 30, 2022

 

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-257399

 A picture containing text

Description automatically generated

 

 

$10,000,000

Step Up Callable Notes, due September 1, 2029

 

The notes are senior unsecured debt securities issued
by Financial institution of America Company (“BAC”). All funds and the return of the principal quantity on the notes are topic to our
credit score threat.
The notes priced on August 30, 2022. The notes will
mature on September 1, 2029. At maturity, if the notes haven’t been beforehand redeemed, you’ll obtain a money fee equal to 100%
of the principal quantity of the notes, plus any accrued and unpaid curiosity.
Curiosity will probably be paid on March 1 and September 1 of
every year, commencing on March 1, 2023, with the ultimate curiosity fee date occurring on the maturity date.
The notes will accrue curiosity on the following charges
every year in the course of the indicated intervals of their time period:
  o September 1, 2022 to
however excluding September 1, 2024:
4.25%;
  o September 1, 2024 to
however excluding September 1, 2026:
5.00%;
  o September 1, 2026 to
however excluding September 1, 2028:
6.00%;  and
  o September 1, 2028 to
however excluding September 1, 2029:
7.00%;
We’ve
the precise to redeem all, however not lower than all, of the notes on March 1, 2024, and on every subsequent Name Date (as outlined on web page PS-
2).
The redemption value will probably be 100% of the principal quantity of the notes, plus any accrued and unpaid curiosity.
The notes are issued in minimal denominations of $1,000
and complete multiples of $1,000 in extra of $1,000.
The notes won’t be listed on any securities trade.
The
CUSIP quantity for the notes is 06048WX88.

 

Potential purchasers of the notes ought to take into account
the data in “Danger Components” starting on web page PS-4 of this pricing complement, web page S-9 of the hooked up prospectus
complement, and web page 8 of the hooked up prospectus.

 

The notes:

Are Not FDIC Insured Are Not Financial institution Assured Could Lose Worth

 

    Per Word   Whole  
Public Providing Value (1)   100.00%   $ 10,000,000  
Underwriting Low cost (1)(2)   0.70%   $ 70,000  
Proceeds (earlier than bills) to BAC   99.30%   $ 9,930,000  

 

(1) Sure sellers who buy the notes on the market to sure
fee-based advisory accounts might forgo some or all of their promoting concessions, charges or commissions. The worth to public for buyers
buying the notes in these accounts could also be as little as $993.00 (99.30%) per $1,000 in principal quantity of the notes. See “Supplemental
Plan of Distribution—Conflicts of Curiosity” on this pricing complement.

 

(2) We or one in all our associates might pay various promoting concessions of
as much as 0.70% in reference to the distribution of the notes to different registered broker-dealers.

 

The notes are unsecured and aren’t financial savings accounts, deposits, or different
obligations of a financial institution. The notes aren’t assured by Financial institution of America, N.A. or some other financial institution, aren’t insured by the Federal Deposit
Insurance coverage Company or some other governmental company, and contain funding dangers.

 

Not one of the Securities and Trade Fee, any state securities
fee, or some other regulatory physique has permitted or disapproved of those notes or handed upon the adequacy or accuracy of this pricing
complement, the accompanying prospectus complement, or the accompanying prospectus. Any illustration on the contrary is a legal offense.

We’ll ship the notes in book-entry kind solely by means of The Depository Belief Firm on September 1, 2022 towards fee in instantly obtainable funds.

 

Sequence
N MTN prospectus complement dated August 4, 2021 and prospectus dated August 4, 2021

 

BofA Securities

 

SUMMARY OF TERMS

 

This pricing complement dietary supplements the phrases and circumstances within the prospectus, dated August 4, 2021 as supplemented by the Sequence N MTN prospectus complement, dated August 4, 2021 (as so supplemented, along with all paperwork included by reference, the “prospectus”), and must be learn with the prospectus.

 

Title of the Sequence: Step Up Callable Notes, due September 1, 2029
     
Mixture Principal Quantity Initially Being Issued: $10,000,000
     
Concern Date: September 1, 2022
     
CUSIP No.: 06048WX88
     
Maturity Date: September 1, 2029
     
Minimal Denominations: $1,000 and multiples of $1,000 in extra of $1,000
     
Rating: Senior, unsecured
     
Day Depend Fraction: 30/360
     
Curiosity Intervals: Semi-annually. Every curiosity interval (apart from the primary curiosity interval, which is able to start on the problem date) will start on, and can embrace, an curiosity fee date, and can prolong to, however will exclude, the subsequent succeeding curiosity fee date (or the maturity date, as relevant).
     
Curiosity Cost Dates: March 1 and September 1 of every 12 months, starting on March 1, 2023, with the ultimate curiosity fee date occurring on the maturity date.

 

Curiosity Charges:

The notes will accrue curiosity throughout the next intervals on the following
charges every year:

 

  Dates: Annual Fee:
  September 1, 2022 to however excluding September 1, 2024 4.25%
  September 1, 2024 to however excluding September 1, 2026 5.00%
  September 1, 2026 to however excluding September 1, 2028 6.00%
  September 1, 2028 to however excluding September 1, 2029 7.00%

 

Name Dates: March 1 and September 1 of every 12 months, starting on March 1, 2024, with the ultimate Name Date occurring on March 1, 2029.
     
Elective Early Redemption: We’ve the precise to redeem all, however not lower than all, of the notes on March 1, 2024, and on every subsequent Name Date. The redemption value will probably be 100% of the principal quantity of the notes, plus any accrued and unpaid curiosity. With a view to name the notes, we are going to give discover a minimum of 5 enterprise days however no more than 60 calendar days earlier than the required Name Date.
     
Enterprise Days: If any curiosity fee date, any Name Date, or the maturity date happens on a day that’s not a enterprise day in New York, New York, then the fee will probably be postponed till the subsequent enterprise day in New York, New York. No extra curiosity will accrue on the notes on account of
     

 

  such postponement, and no adjustment will probably be made to the size of the related curiosity interval.
     

Reimbursement at Possibility of Holder:

None
     

Document Dates for Curiosity Funds:

For book-entry solely notes, one enterprise day in New York, New York previous to the fee date. If notes aren’t held in book-entry solely kind, the report dates would be the fifteenth calendar day previous such curiosity fee date, whether or not or not such report date is a enterprise day.
     

Occasions of Default and Rights of Acceleration:

If an occasion of default (as outlined within the 2018 Senior Indenture) happens and is continuous, holders of the notes might speed up the maturity of the notes, as described below “Description of Debt Securities—Occasions of Default and Rights of Acceleration; Covenant Breaches” within the prospectus. Upon an occasion of default, you may be entitled to obtain solely your principal quantity, and accrued and unpaid curiosity, if any, by means of the acceleration date. In case of an occasion of default, the notes won’t bear a default rate of interest. If a chapter continuing is commenced in respect of us, your declare could also be restricted, below the U.S. Chapter Code, to the unique public providing value of the notes.
     
Calculation Agent: Merrill Lynch Capital Companies, Inc.

 

Charges and Prices: The general public providing value of the notes contains the underwriting low cost of 0.70% as listed on the duvet web page and a further hedging-related cost of $9.20 per $1,000 in principal quantity of the notes that’s extra totally described on web page PS-9.

 

 

Sure phrases used and never outlined in
this doc have the meanings ascribed to them within the prospectus complement and prospectus. Except in any other case indicated or until the
context requires in any other case, all references on this pricing complement to “we,” “us,” “our,” or related
references are to BAC.

RISK FACTORS

 

Your funding within the notes entails important
dangers, lots of which differ from these of a standard safety. Your choice to buy the notes must be made solely after fastidiously
contemplating the dangers of an funding within the notes, together with these mentioned under, along with your advisors in gentle of your explicit circumstances.
The notes aren’t an applicable funding for you in case you are not educated about important parts of the notes or monetary
issues generally.

 

Construction-related Dangers

 

The notes are topic to our early redemption.
We might redeem all, however not lower than all, of the notes on any Name Date on or after March 1, 2024. If you happen to intend to buy the notes,
you have to be prepared to have your notes redeemed as early as that date. We’re typically extra more likely to elect to redeem the notes throughout
intervals when the remaining curiosity to be accrued on the notes is to accrue at a price that’s larger than that which we’d pay on
our different curiosity bearing debt securities having a maturity corresponding to the remaining time period of the notes. No additional funds will probably be
made on the notes after they’ve been redeemed.

 

If we redeem the notes previous to the maturity date,
you could not have the ability to reinvest your proceeds from the redemption in an funding with a return that’s as excessive because the return on the
notes would have been if they’d not been redeemed, or that has the same stage of threat.

 

Step-up notes current totally different funding concerns
than fixed-rate notes.
The speed of curiosity paid by us on the notes will improve upward from the preliminary acknowledged price of curiosity
on the notes. The notes are callable by us, in complete however not partially, previous to maturity and, subsequently, comprise the redemption threat described
above. If we don’t name the notes, the rate of interest will step up as described on the duvet of this pricing complement. Except normal
rates of interest rise considerably, you shouldn’t count on to earn the best scheduled rate of interest set forth on the duvet of this pricing
complement as a result of the notes are more likely to be known as previous to maturity if rates of interest stay the identical or fall throughout their time period. When
figuring out whether or not to put money into a step-up fastened price notice, you shouldn’t deal with the best acknowledged rate of interest, which often is
the ultimate step-up price of curiosity. It is best to as a substitute take into account, amongst different issues, the general annual share price of curiosity to
maturity or the varied potential redemption dates as in comparison with different funding options.

 

Funds on the notes are topic to our credit score
threat, and precise or perceived modifications in our creditworthiness are anticipated to have an effect on the worth of the notes.
The notes are our senior
unsecured debt securities. Consequently, your receipt of all funds of curiosity and principal on the notes relies upon our potential
to repay our obligations on the relevant fee date. No assurance might be given as to what our monetary situation will probably be at any time
in the course of the time period of the notes or on the maturity date. If we grow to be unable to satisfy our monetary obligations as they grow to be due, you could
not obtain the quantities payable below the phrases of the notes.

 

Our credit score rankings are an evaluation by rankings businesses
of our potential to pay our obligations. Consequently, our perceived creditworthiness and precise or anticipated decreases in our credit score
rankings or will increase in our credit score spreads previous to the maturity date of the notes might adversely have an effect on the market worth of the notes.
Nevertheless, as a result of your return on the notes relies upon upon components along with our potential to pay our obligations, such because the distinction
between the rates of interest accruing on the notes and present market rates of interest, an enchancment in our credit score rankings won’t scale back
the opposite funding dangers associated to the notes.

 

Valuation- and Market-related Dangers

 

We’ve included within the phrases of the notes the prices
of creating, hedging, and distributing them, and the worth, if any, at which you’ll promote the notes in any secondary market transaction
will seemingly be decrease than the general public providing value on account of, amongst different issues, the inclusion of those prices.
In figuring out the financial
phrases of the notes, and consequently the potential return on the notes to you, plenty of components are taken under consideration. Amongst these
components are sure prices related to creating, hedging, and providing the notes.

 

Assuming there isn’t a change in market circumstances or
some other related components, the worth, if any, at which the promoting agent or one other purchaser could be prepared to buy the notes
in a secondary market transaction is predicted to be decrease than the worth that you simply paid for them. This is because of, amongst different issues, the
inclusion of those prices, and the prices of unwinding any associated hedging. Along with the underwriting low cost, the general public providing
value is predicted to incorporate a hedging-related cost, which displays an estimated revenue earned by one in all our associates from the hedging-related
transactions related to the notes. See “Supplemental Plan of Distribution—Conflicts of Curiosity” for extra data.
The phrases of those hedging preparations are decided by in search of bids from market contributors, together with BofA Securities, Inc. (“BofAS”)
and its associates. All of those costs associated to the notes scale back the financial phrases of the notes.

 

The quoted value of any of our associates for the notes
could possibly be greater or decrease than the worth that you simply paid for them.

 

 

We can’t
guarantee you {that a} buying and selling marketplace for the notes will ever develop or be maintained.
We won’t listing the notes on any securities trade.
We can’t predict how the notes will commerce in any secondary market, or whether or not that market will probably be liquid or illiquid.

 

The event of a buying and selling marketplace for the notes will
rely on our monetary efficiency and different components. The variety of potential patrons of the notes in any secondary market could also be restricted.
We anticipate that our affiliate, BofAS, will act as a market-maker for the notes, however neither BofAS nor any of our different associates is
required to take action. BofAS might discontinue its market-making actions as to the notes at any time. To the extent that BofAS engages in
any market-making actions, it might bid for or supply the notes. Any value at which BofAS might bid for, supply, buy, or promote any notes
might differ from the values decided by pricing fashions that it might use, whether or not on account of supplier reductions, mark-ups, or different transaction
prices. These bids, provides, or accomplished transactions might have an effect on the costs, if any, at which the notes would possibly in any other case commerce available in the market.

 

As well as, if at any time BofAS have been to stop performing
as a market-maker for the notes, it’s seemingly that there can be considerably much less liquidity within the secondary market and there could also be
no secondary market in any respect for the notes. In such a case, the worth at which the notes could possibly be offered seemingly can be decrease than if an
energetic market existed and you need to be ready to carry the notes till maturity.

 

Many financial and different components will impression the
market worth of the notes.
The marketplace for, and the market worth of, the notes could also be affected by plenty of components that will both
offset or enlarge one another, together with:

 

the time remaining to maturity of the notes;
the mixture quantity excellent of the notes;
our proper to redeem the notes on the dates set forth above;
the extent, route, and volatility of market rates of interest typically (particularly, will increase in U.S. rates of interest, which can trigger the market worth of the notes to lower);
normal financial circumstances of the capital markets in america;
geopolitical circumstances and different monetary, political, regulatory, and judicial occasions that have an effect on the capital markets typically;
our monetary situation and creditworthiness; and
any market-making actions with respect to the notes.

 

Battle-related Dangers

 

Our buying and selling and hedging actions might create conflicts
of curiosity with you.
We or a number of of our associates, together with BofAS, might interact in buying and selling actions associated to the notes
that aren’t to your account or in your behalf. We count on to enter into preparations to hedge the market dangers related to our obligation
to pay the quantities due below the notes. We might search aggressive phrases in getting into into the hedging preparations for the notes, however are
not required to take action, and we might enter into such hedging preparations with one in all our subsidiaries or associates. This hedging exercise
is predicted to end in a revenue to these participating within the hedging exercise, which could possibly be roughly than initially anticipated, however
which may additionally end in a loss for the hedging counterparty. Any revenue in reference to such hedging actions will probably be as well as
to some other compensation that we and our associates, together with BofAS, obtain for the sale of the notes, which creates a further
incentive to promote the notes to you. These buying and selling and hedging actions might current a battle of curiosity between your curiosity within the
notes and the pursuits we and our associates might have in our proprietary accounts, in facilitating transactions for our different clients,
and in accounts below our administration.

 

 

U.S. FEDERAL INCOME TAX SUMMARY

 

The next abstract of the fabric U.S. federal
earnings tax concerns of the acquisition, possession, and disposition of the notes relies upon the recommendation of Sidley Austin LLP, our
tax counsel. The next dialogue shouldn’t be exhaustive of all doable tax concerns. This abstract relies upon the Inside Income
Code of 1986, as amended (the “Code”), rules promulgated below the Code by the U.S. Treasury Division (“Treasury”)
(together with proposed and non permanent rules), rulings, present administrative interpretations and official pronouncements of the Inside
Income Service (the “IRS”), and judicial selections, all as presently in impact and all of that are topic to differing
interpretations or to vary, presumably with retroactive impact. No assurance might be on condition that the IRS wouldn’t assert, or {that a} court docket
wouldn’t maintain, a place opposite to any of the tax penalties described under.

 

The next dialogue dietary supplements, is topic to
the identical {qualifications} and limitations as, and must be learn at the side of the dialogue within the prospectus complement below the
caption “U.S. Federal Revenue Tax Issues,” and within the prospectus below the caption “U.S. Federal Revenue Tax Issues.”
To the extent inconsistent, the next dialogue supersedes the dialogue within the prospectus complement and the prospectus.

 

This dialogue solely applies to U.S. Holders (as outlined
within the accompanying prospectus) that aren’t excluded from the dialogue of U.S. federal earnings taxation within the accompanying prospectus.
Specifically, this abstract is directed solely to U.S. Holders that may buy the notes upon unique issuance and can maintain the notes
as capital property throughout the which means of Part 1221 of the Code, which typically means as property held for funding. This dialogue
doesn’t tackle the tax penalties relevant to holders topic to Part 451(b) of the Code. This abstract assumes that the problem
value of the notes, as decided for U.S. federal earnings tax functions, equals the principal quantity thereof.

 

The notes will probably be handled as debt devices for U.S.
federal earnings tax functions. The notes present for an preliminary fastened price of curiosity that will increase in subsequent intervals. As well as,
the notes present us with the precise to redeem the notes on March 1, 2024 and on every subsequent Name Date at a redemption value equal
to 100% of the principal quantity of the notes, plus any accrued and unpaid curiosity. Solely for functions of computing the yield and maturity
of a debt instrument, relevant Treasury rules typically deem an issuer to train a name possibility in a way that minimizes the
yield on the debt instrument. This assumption is made solely for U.S. federal earnings tax functions of figuring out whether or not the notes are
issued with unique difficulty low cost (“OID”) and isn’t a sign of our intention to name or to not name the notes at
any time. The yield on the notes can be minimized if we name the notes on September 1, 2024. Accordingly, solely for functions of figuring out
the yield and maturity of the notes we’re deemed to train our proper to redeem the notes on such date and the notes must be handled
as maturing on that date. Due to this fact, the notes shouldn’t be handled as having been issued with OID. If we don’t name the notes on such
date, solely for functions of figuring out the yield and maturity of the notes, the notes must be deemed to be retired and reissued for
an quantity equal to their adjusted difficulty value on that date. This deemed retirement and reissuance mustn’t end in any taxable acquire
or loss to you. Solely for functions of figuring out yield and maturity, the deemed reissued notes must be topic to the foundations mentioned
above. By utility of these guidelines, the deemed reissued notes must be handled as fastened price debt devices not bearing OID. The
similar evaluation would apply to the September 1, 2026 and September 1, 2028 rate of interest step up date. If the notes aren’t known as on the
curiosity fee date occurring on September 1, 2028, then, as a result of the interval between the curiosity fee date on September 1, 2028,
and the maturity date is one 12 months or much less, the notes, upon their deemed reissuance on September 1, 2028 could possibly be handled as short-term
debt securities for OID functions (however not for functions of figuring out the holding interval of the notes). For a dialogue of the U.S. federal
earnings tax penalties to a U.S. Holder of proudly owning short-term debt securities, please evaluation the part entitled “U.S. Federal
Revenue Tax Issues—Penalties to U.S. Holders—Taxation of Debt Securities—Quick-Time period Debt Securities”
within the accompanying prospectus.

 

It is best to seek the advice of the dialogue below “U.S.
Federal Revenue Tax Issues—Taxation of Debt Securities—Penalties to U.S. Holders” because it pertains to fastened price
debt devices not bearing OID within the accompanying prospectus for an outline of the implications to you of the possession and disposition
of the notes.

 

Upon the sale, trade, redemption, retirement, or
different disposition of a notice, a U.S. Holder will acknowledge acquire or loss equal to the distinction between the quantity realized upon the sale,
trade, redemption, retirement, or different disposition (much less an quantity equal to any accrued curiosity not beforehand included in earnings
if the notice is disposed of between curiosity fee dates, which will probably be included in earnings as curiosity earnings for U.S. federal earnings
tax functions) and the U.S. Holder’s adjusted tax foundation within the notice. A U.S. Holder’s adjusted tax foundation in a notice typically
will probably be the price of the notice to such U.S. Holder, elevated by any OID, market low cost, de minimis OID, or de minimis market low cost
beforehand included in earnings with respect to the notice, and decreased by the quantity of any premium beforehand amortized to cut back curiosity
on the notice and the quantity of any fee (apart from a fee of certified acknowledged curiosity) acquired in respect of the notice.

 

Besides as mentioned within the prospectus with respect
to market low cost, acquire or loss realized on the sale, trade, redemption, retirement, or different disposition of a notice typically will
be capital acquire or loss and will probably be

 

 

long-term capital acquire or loss if the notice has been held for greater than
one 12 months. The power of U.S. Holders to deduct capital losses is topic to limitations below the Code.

 

It is best to seek the advice of your individual tax advisor regarding
the U.S. federal earnings tax penalties to you of buying, proudly owning, and disposing of the notes, in addition to any tax penalties arising
below the legal guidelines of any state, native, overseas, or different tax jurisdiction and the doable results of modifications in U.S. federal or different tax
legal guidelines.

 

VALIDITY OF THE NOTES

 

Within the opinion of McGuireWoods LLP, as counsel to BAC,
when the trustee has made the suitable entries or notations on Schedule 1 to the grasp international notice that represents the notes (the
“Grasp Word”) figuring out the notes provided hereby as supplemental obligations thereunder in accordance with the directions
of BAC, and the notes have been delivered towards fee therefor as contemplated on this pricing complement and the associated prospectus
and prospectus complement, all in accordance with the provisions of the indenture governing the notes, the notes would be the authorized, legitimate
and binding obligations of BAC, topic to the consequences of relevant chapter, insolvency (together with legal guidelines regarding preferences, fraudulent
transfers and equitable subordination), reorganization, moratorium and different related legal guidelines affecting collectors’ rights typically,
and to normal ideas of fairness. This opinion is given as of the date of this pricing complement and is restricted to the legal guidelines of the
State of New York and the Delaware Common Company Regulation (together with the statutory provisions, all relevant provisions of the Delaware
Structure and reported judicial selections deciphering the foregoing) as in impact on the date of this pricing complement. As well as,
this opinion is topic to customary assumptions in regards to the trustee’s authorization, execution and supply of the indenture governing
the notes and due authentication of the Grasp Word, the validity, binding nature and enforceability of the indenture governing the notes
with respect to the trustee, the authorized capability of people, the genuineness of signatures, the authenticity of all paperwork submitted
to McGuireWoods LLP as originals, the conformity to unique paperwork of all paperwork submitted to McGuireWoods LLP as copies thereof,
the authenticity of the originals of such copies and sure factual issues, all as acknowledged within the letter of McGuireWoods LLP dated June
25, 2021, which has been filed as an exhibit to BAC’s Registration Assertion regarding the notes filed with the Securities and
Trade Fee on June 25, 2021.

 

Sidley Austin LLP, New York, New York, is performing as
counsel to BofAS and as particular tax counsel to BAC.

 

 

SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST

 

Our broker-dealer subsidiary, BofAS, will act as our
promoting agent in reference to the providing of the notes. The promoting agent is a celebration to the distribution settlement described in “Supplemental
Plan of Distribution (Conflicts of Curiosity)” starting on web page S-102 of the accompanying prospectus complement.

 

The promoting agent will obtain the compensation set
forth on the duvet web page of this pricing complement as to the notes offered by means of its efforts. The promoting agent is a member of the Monetary
Business Regulatory Authority, Inc. (“FINRA”). Accordingly, the providing of the notes will conform to the necessities of
FINRA Rule 5121. We or one in all our associates might pay various promoting concessions of as much as 0.70% in reference to the distribution of
the notes to different registered broker-dealers. Sure sellers who buy the notes on the market to sure fee-based advisory accounts might
forgo some or all of their promoting concessions, charges, or commissions. The worth to public for buyers buying the notes in these
accounts could also be as little as $993.00 per $1,000 in principal quantity of the notes.

 

With a view to meet our fee obligations below the
notes, on the time we difficulty the notes, we might select to enter into sure hedging preparations (which can embrace name choices, put choices
or different derivatives) with BofAS or one in all its associates. The phrases of those hedging preparations are decided by in search of bids from
market contributors, together with BofAS and its associates, and consider plenty of components, together with our creditworthiness, curiosity
price actions, the tenor of the notes and the tenor of the hedging preparations. The financial phrases of the notes rely partially on the
phrases of those hedging preparations.

 

BofAS has suggested us that the hedging preparations
embrace a hedging-related cost of $9.20 per $1,000 in principal quantity of the notes, reflecting an estimated revenue to be credited to
BofAS or one in all its associates from these transactions. Since hedging entails threat and could also be influenced by unpredictable market forces,
extra earnings and losses from these hedging preparations could also be realized by BofAS or one in all its associates or any third get together hedge
suppliers.

 

All costs associated to the notes, together with the underwriting
low cost and the hedging-related prices and costs, scale back the financial phrases of the notes. For additional data concerning these costs,
our buying and selling and hedging actions and conflicts of curiosity, see the part above, “Danger Components—We’ve included within the
phrases of the notes the prices of creating, hedging, and distributing them, and the worth, if any, at which you’ll promote the notes in
any secondary market transaction will seemingly be decrease than the general public providing value on account of, amongst different issues, the inclusion of those
prices” and “Danger Components—Our buying and selling and hedging actions might create conflicts of curiosity with you.”

 

The promoting agent shouldn’t be performing as your fiduciary or
advisor solely on account of the providing of the notes, and you shouldn’t depend upon any communication from the promoting agent in connection
with the notes as funding recommendation or a suggestion to buy the notes. It is best to make your individual funding choice concerning
the notes after consulting along with your authorized, tax, and different advisors.

 

Underneath the phrases of our distribution settlement with
BofAS, BofAS will buy the notes from us on the problem date as principal on the buy value indicated on the duvet of this pricing
complement, much less the indicated underwriting low cost.

 

BofAS might promote the notes to different broker-dealers, together with
our affiliate, Merrill Lynch, Pierce, Fenner & Smith Integrated (“MLPF&S”), that may take part within the providing,
at an agreed low cost to the principal quantity. Every of these broker-dealers might promote the notes to a number of extra broker-dealers.
BofAS has knowledgeable us that these reductions might range from supplier to supplier and that not all sellers will buy or repurchase the notes
on the similar low cost.

 

BofAS and any of our different broker-dealer associates,
together with MLPF&S, might use this pricing complement, and the accompanying prospectus complement and prospectus for provides and gross sales
in secondary market transactions and market-making transactions within the notes. Our associates might act as principal or agent in these transactions,
and any such gross sales will probably be made at costs associated to prevailing market costs on the time of the sale.  Nevertheless, none of BAC, BofAS
or any of our broker-dealer associates are obligated to have interaction in any secondary market transactions and/or market-making transactions
or in any other case buy the notes from the holders in such transactions.

 

Gross sales Outdoors of america

 

The notes haven’t been permitted for public sale in
any jurisdiction exterior of america. There was no registration or submitting as to the notes with any regulatory, securities,
banking, or native authority exterior of america and no motion has been taken by BAC or any affiliate of BAC to supply the notes
in any jurisdiction apart from america. As such, these notes are made obtainable to buyers exterior of america solely
in jurisdictions the place it’s lawful to make such supply or sale and solely below circumstances that may end in compliance with relevant
legal guidelines and rules, together with non-public placement necessities.

 

Additional, no supply or sale of the notes is being made
to residents of:

 

 

 

You might be urged to fastidiously evaluation the Promoting Restrictions
which may be relevant to your jurisdiction starting on web page S-105 of the accompanying prospectus complement.

 

European Financial Space and United Kingdom

 

None of this pricing complement, the accompanying prospectus
or the accompanying prospectus complement is a prospectus for the needs of the Prospectus Regulation (as outlined under). This pricing
complement, the accompanying prospectus and the accompanying prospectus complement have been ready on the idea that any supply of notes
in any Member State of the European Financial Space (the “EEA”) or in the UK (every, a “Related State”)
will solely be made to a authorized entity which is a certified investor below the Prospectus Regulation (“Certified Buyers”).
Accordingly any particular person making or aspiring to make a suggestion in that Related State of notes that are the topic of the providing contemplated
on this pricing complement, the accompanying prospectus and the accompanying prospectus complement might solely accomplish that with respect to Certified
Buyers. BAC has not approved, nor does it authorize, the making of any supply of notes apart from to Certified Buyers. The expression
“Prospectus Regulation” means Regulation (EU) 2017/1129.

 

Prohibition Of Gross sales To EEA And United Kingdom Retail
Buyers
– The notes aren’t meant to be provided, offered or in any other case made obtainable to and shouldn’t be provided, offered or
in any other case made obtainable to any retail investor within the EEA or in the UK. For these functions: (a) a retail investor means a
one that is one (or extra) of: (i) a retail consumer as outlined in level (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); or (ii) a buyer throughout the which means of Directive (EU) 2016/97 (the Insurance coverage Distribution Directive), the place that buyer
wouldn’t qualify as knowledgeable consumer as outlined in level (10) of Article 4(1) of MiFID II; or (iii) not a certified investor as
outlined within the Prospectus Regulation; and (b) the expression “supply” contains the communication in any kind and by any means
of ample data on the phrases of the supply and the notes to be provided in order to allow an investor to determine to buy or subscribe
for the notes. Consequently no key data doc required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”)
for providing or promoting the notes or in any other case making them obtainable to retail buyers within the EEA or in the UK has been
ready and subsequently providing or promoting the notes or in any other case making them obtainable to any retail investor within the EEA or within the United
Kingdom could also be illegal below the PRIIPs Regulation.

 

United Kingdom

 

The communication of this pricing complement, the accompanying
prospectus complement, the accompanying prospectus and some other doc or supplies regarding the problem of the notes provided hereby
shouldn’t be being made, and such paperwork and/or supplies haven’t been permitted, by a licensed particular person for the needs of part 21
of the UK’s Monetary Companies and Markets Act 2000, as amended (the “FSMA”). Accordingly, such paperwork
and/or supplies aren’t being distributed to, and should not be handed on to, most people in the UK. The communication
of such paperwork and/or supplies as a monetary promotion is barely being made to these individuals in the UK who’ve skilled
expertise in issues regarding investments and who fall throughout the definition of funding professionals (as outlined in Article 19(5)
of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005, as amended (the “Monetary Promotion Order”)),
or who fall inside Article 49(2)(a) to (d) of the Monetary Promotion Order, or who’re some other individuals to whom it might in any other case lawfully
be made below the Monetary Promotion Order (all such individuals collectively being known as “related individuals”). Within the United
Kingdom, the notes provided hereby are solely obtainable to, and any

 

 

funding or funding exercise to which this pricing complement, the
accompanying prospectus complement and the accompanying prospectus relates will probably be engaged in solely with, related individuals. Any particular person
in the UK that’s not a related particular person mustn’t act or depend on this pricing complement, the accompanying prospectus complement
or the accompanying prospectus or any of their contents.

 

Any invitation or inducement to have interaction in funding
exercise (throughout the which means of Part 21 of the FSMA) in reference to the problem or sale of the notes might solely be communicated or
brought on to be communicated in circumstances by which Part 21(1) of the FSMA doesn’t apply to BAC.

 

All relevant provisions of the FSMA have to be complied
with in respect to something carried out by any particular person in relation to the notes in, from or in any other case involving the UK.

 

ATTACHMENTS / EXHIBITS

EX-FILING FEES



Supply hyperlink

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