Pricing Supplement |
|
Filed Pursuant to Rule 424(b)(2) |
(To Prospectus dated August 4, 2021 |
|
Registration No. 333-257399 |
and Series N MTN Prospectus Supplement dated August
4, 2021) |
|
|
November 14, 2022 |
|
|
|
|
|
$2,846,000
Step Up Callable Notes, due November 16, 2037
| ● | The notes are senior unsecured debt securities issued by Bank of America
Corporation (“BAC”). All payments and the return of the principal amount on the notes are subject to our credit risk. |
| ● | The notes priced on November 14, 2022. The notes will mature on November
16, 2037. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal
amount of the notes, plus any accrued and unpaid interest. |
| ● | Interest will be paid on May 16 and November 16 of each year, commencing
on May 16, 2023, with the final interest payment date occurring on the maturity date. |
| ● | The notes will accrue interest at the following rates per annum during the indicated periods of their
term: |
| o | November 16, 2022 to but excluding November 16, 2025: |
6.00%; |
| o | November 16, 2025 to but excluding November 16, 2029: |
6.50%; |
| o | November 16, 2029 to but excluding November 16, 2033: |
7.00%; and |
| o | November 16, 2033 to but excluding November 16, 2037: |
8.00%; |
| ● | We have the right to redeem all, but not less than all, of the notes on
November 16, 2025, and on each subsequent Call Date (as defined on page PS-2). The redemption price will be 100% of the principal amount
of the notes, plus any accrued and unpaid interest. |
| ● | The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess of $1,000. |
| ● | The notes will not be listed on any securities exchange. |
| ● | The CUSIP number for the notes is 06048W2E9. |
Potential purchasers of the notes should consider
the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page S-9 of the attached prospectus supplement,
and page 8 of the attached prospectus.
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
|
Per Note |
|
Total |
Public Offering Price (1) |
100.00% |
|
$2,846,000 |
Underwriting Discount (1)(2) |
1.50% |
|
$42,690 |
Proceeds (before expenses) to BAC |
98.50% |
|
$2,803,310 |
(1)
Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions,
fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $985.00 (98.50%) per $1,000
in principal amount of the notes. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement.
(2)
We or one of our affiliates may pay varying selling concessions of up to 1.50% in connection with the distribution of the notes to other
registered broker-dealers.
The notes are unsecured and are not savings accounts,
deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks.
None of the Securities and Exchange Commission,
any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy
or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
We will deliver the notes in book-entry
form only through The Depository Trust Company on November 16, 2022 against payment in immediately available funds.
Series
N MTN prospectus supplement dated August 4, 2021 and prospectus dated August 4, 2021
BofA Securities
SUMMARY OF TERMS
This pricing supplement supplements the terms and
conditions in the prospectus, dated August 4, 2021 as supplemented by the Series N MTN prospectus supplement, dated August 4, 2021 (as
so supplemented, together with all documents incorporated by reference, the “prospectus”), and should be read with the prospectus.
|
• |
Title of the Series: |
Step Up Callable Notes, due November 16, 2037 |
|
|
|
|
|
• |
Aggregate Principal Amount Initially Being Issued: |
$2,846,000 |
|
|
|
|
|
• |
Issue Date: |
November 16, 2022 |
|
|
|
|
|
• |
CUSIP No.: |
06048W2E9 |
|
|
|
|
|
• |
Maturity Date: |
November 16, 2037 |
|
|
|
|
|
• |
Minimum Denominations: |
$1,000 and multiples of $1,000 in excess of $1,000 |
|
|
|
|
|
• |
Ranking: |
Senior, unsecured |
|
|
|
|
|
• |
Day Count Fraction: |
30/360 |
|
|
|
|
|
• |
Interest Periods: |
Semi-annually. Each interest period (other than the first interest period, which will begin on the issue date) will begin on, and will include, an interest payment date, and will extend to, but will exclude, the next succeeding interest payment date (or the maturity date, as applicable). |
|
|
|
|
|
• |
Interest Payment Dates: |
May 16 and November 16 of each year, beginning on May 16, 2023, with the final interest payment date occurring on the maturity date. |
|
|
|
|
|
• |
Interest Rates: |
The notes will accrue interest during the following periods at the following rates per annum: |
|
|
|
Dates: |
Annual Rate: |
|
|
|
November 16, 2022 to but excluding
November 16, 2025 |
6.00% |
|
|
|
November 16, 2025 to but excluding
November 16, 2029 |
6.50% |
|
|
|
November 16, 2029 to but excluding
November 16, 2033 |
7.00% |
|
|
|
November 16, 2033 to but excluding
November 16, 2037 |
8.00% |
|
• |
Call Dates: |
May 16 and November 16 of each year, beginning on November 16, 2025, with the final Call Date occurring on May 16, 2037. |
|
|
|
|
|
• |
Optional Early Redemption: |
We have the right to redeem all, but not less than all, of the notes on November 16, 2025, and on each subsequent Call Date. The redemption price will be 100% of the |
|
|
|
principal amount of the notes, plus any accrued and unpaid interest. In order to call the notes, we will give notice at least five business days but not more than 60 calendar days before the specified Call Date. |
|
|
|
|
|
• |
Business Days: |
If any interest payment date, any Call Date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postponement, and no adjustment will be made to the length of the relevant interest period. |
|
|
|
|
|
• |
Repayment at Option of Holder: |
None |
|
|
|
|
|
• |
Record Dates for Interest Payments: |
For book-entry only notes, one business day in New York, New York prior to the payment date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day. |
|
|
|
|
|
• |
Events of Default and Rights of Acceleration: |
If an event of default (as defined in the 2018 Senior Indenture) occurs and is continuing, holders of the notes may accelerate the maturity of the notes, as described under “Description of Debt Securities—Events of Default and Rights of Acceleration; Covenant Breaches” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the notes will not bear a default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original public offering price of the notes. |
|
|
|
|
|
• |
Calculation Agent: |
Merrill Lynch Capital Services, Inc. |
|
|
|
|
|
• |
Listing: |
None |
Certain terms
used and not defined in this document have the meanings ascribed to them in the prospectus supplement and prospectus. Unless otherwise
indicated or unless the context requires otherwise, all references in this pricing supplement to “we,” “us,” “our,”
or similar references are to BAC.
RISK FACTORS
Your investment in the notes
entails significant risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made
only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light
of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements
of the notes or financial matters in general.
Structure-related Risks
The notes are subject to our
early redemption. We may redeem all, but not less than all, of the notes on any Call Date on or after November 16, 2025. If you intend
to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to
redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that
which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further
payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity
date, you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on
the notes would have been if they had not been redeemed, or that has a similar level of risk.
Step-up notes present
different investment considerations than fixed-rate notes. The rate of interest paid by us on the notes will increase upward
from the initial stated rate of interest on the notes. The notes are callable by us, in whole but not in part, prior to maturity
and, therefore, contain the redemption risk described above. If we do not call the notes, the interest rate will step up as
described on the cover of this pricing supplement. Unless general interest rates rise significantly, you should not expect to earn
the highest scheduled interest rate set forth on the cover of this pricing supplement because the notes are likely to be called
prior to maturity if interest rates remain the same or fall during their term. When determining whether to invest in a step-up fixed
rate note, you should not focus on the highest stated interest rate, which usually is the final step-up rate of interest. You should
instead consider, among other things, the overall annual percentage rate of interest to maturity or the various potential redemption
dates as compared to other investment alternatives.
An investment in the notes may be more risky
than an investment in notes with a shorter term. The notes have a term of 15 years, subject to our right to call the notes as
set forth in this pricing supplement. By purchasing notes with a relatively longer term, you are more exposed to fluctuations in
interest rates than if you purchased a note with a shorter term. In particular, you may be negatively affected if interest rates
begin to rise, because the likelihood that we will redeem your notes will decrease and the interest rate on the notes may be less
than the amount of interest you could earn on other investments with a similar level of risk available at that time. In addition, if
you tried to sell your notes at such time, their value in any secondary market transaction would also be adversely affected.
Payments on the notes are subject
to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes
are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent
upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition
will be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they
become due, you may not receive the amounts payable under the terms of the notes.
Our credit
ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness
and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes
may adversely affect the market value of the notes. However, because your return on the notes depends upon factors in addition to
our ability to pay our obligations, such as the difference between the interest rates accruing on the notes and current market
interest rates, an improvement in our credit ratings will not reduce the other investment risks related to the notes.
Valuation- and Conflict-related
Risks
We have included in the terms
of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary
market transaction will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In
determining the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken
into account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market
conditions or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase
the notes in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other
things, the inclusion of these costs, and the costs of unwinding any related hedging.
The quoted price of any of our affiliates for the notes
could be higher or lower than the price that you paid for them.
We cannot
assure you that a trading market for the 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.
The development of a trading market for
the notes will depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market
may be limited. We anticipate that our affiliate, BofA Securities, Inc. ("BofAS"), will act as a market-maker for the notes,
but neither BofAS nor any of our other affiliates is required to do so. BofAS may discontinue its market-making activities as to the notes
at any time. To the extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price at which BofAS
may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models that it may use, whether as a
result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices,
if any, at which the notes might otherwise trade in the market.
In addition, if at any time BofAS were
to cease acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market
and there may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be
lower than if an active market existed and you should be prepared to hold the notes until maturity.
Many economic and other factors will
impact the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that
may either offset or magnify each other, including:
| • | the time remaining to maturity
of the notes; |
| • | the aggregate amount outstanding
of the notes; |
| • | our right to redeem the notes
on the dates set forth above; |
| • | the level, direction, and volatility
of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to
decrease); |
| • | general economic conditions of
the capital markets in the United States; |
| • | geopolitical conditions and other
financial, political, regulatory, and judicial events that affect the capital markets generally; |
| • | our financial condition and creditworthiness;
and |
| • | any market-making activities with
respect to the notes. |
Conflict-related
Risks
Our trading and hedging activities
may create conflicts of interest with you. We or one or more of our affiliates, including BofAS, may engage in trading
activities related to the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the
market risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into
the hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with one of
our subsidiaries or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity,
which could be more or less than initially expected, but which could also result in a loss for the hedging counterparty. These
trading and hedging activities may present a conflict of interest between your interest in the notes and the interests we and our
affiliates may have in our proprietary accounts, in facilitating transactions for our other customers, and in accounts under our
management.
U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material
U.S. federal income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley
Austin LLP, our tax counsel. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department
(“Treasury”) (including proposed and temporary regulations), rulings, current administrative interpretations and official
pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of
which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS
would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements,
is subject to the same qualifications and limitations as, and should be read in conjunction with the discussion in the prospectus supplement
under the caption “U.S. Federal Income Tax Considerations,” and in the prospectus under the caption “U.S. Federal Income
Tax Considerations.” To the extent inconsistent, the following discussion supersedes the discussion in the prospectus supplement
and the prospectus.
This discussion only applies to U.S.
Holders (as defined in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income taxation in the accompanying
prospectus. In particular, this summary is directed solely to U.S. Holders that will purchase the notes upon original issuance and will
hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment.
This discussion does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This summary assumes
that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt
instruments for U.S. federal income tax purposes. The notes provide for an initial fixed rate of interest that increases in
subsequent periods. In addition, the notes provide us with the right to redeem the notes on November 16, 2025 and on each subsequent
Call Date at a redemption price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest. Solely for
purposes of computing the yield and maturity of a debt instrument, applicable Treasury regulations generally deem an issuer to
exercise a call option in a manner that minimizes the yield on the debt instrument. This assumption is made solely for U.S. federal
income tax purposes of determining whether the notes are issued with original issue discount (“OID”) and is not an
indication of our intention to call or not to call the notes at any time. The yield on the notes would be minimized if we call the
notes on November 16, 2025. Accordingly, solely for purposes of determining the yield and maturity of the notes we are deemed to
exercise our right to redeem the notes on such date and the notes should be treated as maturing on that date. Therefore, the notes
should not be treated as having been issued with OID. If we do not call the notes on such date, solely for purposes of determining
the yield and maturity of the notes, the notes should be deemed to be retired and reissued for an amount equal to their adjusted
issue price on that date. This deemed retirement and reissuance should not result in any taxable gain or loss to you. Solely for
purposes of determining yield and maturity, the deemed reissued notes should be subject to the rules discussed above. By application
of those rules, the deemed reissued notes should be treated as fixed rate debt instruments not bearing OID. The same analysis would
apply to the November 16, 2029 and November 16, 2033 interest rate step up date. For a discussion of the U.S. federal income tax
consequences to a U.S. Holder of owning short-term debt securities, please review the section entitled “U.S. Federal Income
Tax Considerations—Consequences to U.S. Holders—Taxation of Debt Securities—Short-Term Debt Securities” in
the accompanying prospectus.
You should consult the discussion under
“U.S. Federal Income Tax Considerations—Taxation of Debt Securities— Consequences to U.S. Holders” as it relates
to fixed rate debt instruments not bearing OID in the accompanying prospectus for a description of the consequences to you of the ownership
and disposition of the notes.
Upon the sale, exchange, redemption,
retirement, or other disposition of a note, a U.S. Holder will recognize gain or loss equal to the difference between the amount
realized upon the sale, exchange, redemption, retirement, or other disposition (less an amount equal to any accrued interest not
previously included in income if the note is disposed of between interest payment dates, which will be included in income as
interest income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. A U.S.
Holder’s adjusted tax basis in a note generally will be the cost of the note to such U.S. Holder, increased by any OID, market
discount, de minimis OID, or de minimis market discount previously included in income with respect to the note, and decreased by the
amount of any premium previously amortized to reduce interest on the note and the amount of any payment (other than a payment of
qualified stated interest) received in respect of the note.
Except as discussed in the prospectus
with respect to market discount, gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally
will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability
of U.S. Holders to deduct capital losses is subject to limitations under the Code.
You should consult your own tax advisor
concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences
arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or
other tax laws.
VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as
counsel to BAC, when the trustee has made the appropriate entries or notations on Schedule 1 to the master global note that
represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental obligations thereunder in
accordance with the instructions of BAC, and the notes have been delivered against payment therefor as contemplated in this pricing
supplement and the related prospectus and prospectus supplement, all in accordance with the provisions of the indenture governing
the notes, the notes will be the legal, valid and binding obligations of BAC, subject to the effects of applicable bankruptcy,
insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination), reorganization, moratorium
and other similar laws affecting creditors’ rights generally, and to general principles of equity. This opinion is given as of
the date of this pricing supplement and is limited to the laws of the State of New York and the Delaware General Corporation Law
(including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing) as in effect on the date of this pricing supplement. In addition, this opinion is subject to customary
assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due
authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect
to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to
McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies
thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods
LLP dated June 25, 2021, which has been filed as an exhibit to BAC’s Registration Statement relating to the notes filed with
the Securities and Exchange Commission on June 25, 2021.
Sidley Austin LLP, New York, New York, is acting as counsel
to BofAS and as special tax counsel to BAC.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST
Our broker-dealer subsidiary, BofAS, will
act as our selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement described
in “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-102 of the accompanying prospectus supplement.
The selling agent will receive the compensation
set forth on the cover page of this pricing supplement as to the notes sold through its efforts. The selling agent is a member of
the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the
requirements of FINRA Rule 5121. We or one of our affiliates may pay varying selling concessions of up to 1.50% in connection with
the distribution of the notes to other registered broker-dealers. 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 price to public for
investors purchasing the notes in these accounts may be as low as $985.00 per $1,000 in principal amount of the notes.
The selling agent is not acting as your
fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the
selling agent in connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own
investment decision regarding the notes after consulting with your legal, tax, and other advisors.
Under the terms of our distribution
agreement with BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover
of this pricing supplement, less the indicated underwriting discount.
BofAS may sell the notes to other broker-dealers
that will participate in the offering, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes
to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers
will purchase or repurchase the notes at the same discount.
BofAS and any of our other broker-dealer
affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may use this pricing supplement, and the accompanying prospectus
supplement and prospectus for offers and sales in secondary market transactions and market-making transactions in the notes. Our affiliates
may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at
the time of the sale. However, none of BAC, BofAS or any of our broker-dealer affiliates are obligated to engage in any secondary market
transactions and/or market-making transactions or otherwise purchase the notes from the holders in such transactions.
Sales Outside of the United States
The notes have not been approved
for public sale in any jurisdiction outside of the United States. There has been no registration or filing as to the notes with any regulatory,
securities, banking, or local authority outside of the United States and no action has been taken by BAC or any affiliate of BAC to offer
the notes in any jurisdiction other than the United States. As such, these notes are made available to investors outside of the United
States only in jurisdictions where it is lawful to make such offer or sale and only under circumstances that will result in compliance
with applicable laws and regulations, including private placement requirements.
Further, no offer or sale of the notes is being made to
residents of:
You are urged to carefully review
the Selling Restrictions that may be applicable to your jurisdiction beginning on page S-105 of the accompanying prospectus supplement.
European Economic Area and United Kingdom
None of this pricing supplement,
the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as
defined below). This pricing supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on
the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each,
a “Relevant State”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified
Investors”). Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of
the offering contemplated in this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only
do so with respect to Qualified Investors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than
to Qualified Investors. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Prohibition Of Sales To
EEA And United Kingdom Retail Investors – The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these
purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression
“offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or
selling the notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and
therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this
pricing supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relating
to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended
(the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall
within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to
(d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the notes
offered hereby are only available to, and any investment or investment activity to which this pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus relates will be engaged in only with, relevant persons. Any person in the
United Kingdom that is not a relevant person should not act or rely on this pricing supplement, the accompanying prospectus
supplement or the accompanying prospectus or any of their contents.
Any invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated
or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.
All applicable provisions of the FSMA
must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.
Bank of America (NYSE:BAC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Bank of America (NYSE:BAC)
Historical Stock Chart
From Apr 2023 to Apr 2024