This pricing supplement, which is not complete
and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying
prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not
|Preliminary Pricing Supplement - Subject to Completion|
dated August 4, 2021
and Series N MTN Prospectus Supplement dated August 4, 2021)
November 17, 2022
Pursuant to Rule 424(b)(2)
Step Up Callable Notes, due November 30, 2032
|●||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 will price on November 28, 2022. The notes will mature on November
30, 2032. 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 30 and November 30 of each year, commencing
on May 30, 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
|o||November 30, 2022 to but excluding November 30, 2024:
|o||November 30, 2024 to but excluding November 30, 2027:
|o||November 30, 2027 to but excluding November 30, 2030:
|o||November 30, 2030 to but excluding November 30, 2032:
|●||We have the right to redeem all, but not less than all, of the notes on
May 30, 2024, 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 06048W2K5.|
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.
|Are Not FDIC Insured
||Are Not Bank Guaranteed
||May Lose Value|
|Public Offering Price (1)
|Underwriting Discount (1)(2)
|Proceeds (before expenses) to BAC
(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 $982.50 (98.25%) 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 1.75% 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 or about November 30, 2022 against payment in immediately available funds.
N MTN prospectus supplement dated August 4, 2021 and prospectus dated August 4, 2021
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 30, 2032|
Aggregate Principal Amount
Initially Being Issued:
||November 30, 2022|
||November 30, 2032|
||$1,000 and multiples of $1,000 in excess of $1,000|
||Day Count Fraction:
||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 30 and November 30 of each year, beginning on May 30, 2023, with the final interest payment date occurring on the maturity date.|
||The notes will accrue interest during the following periods at the following rates per annum:|
November 30, 2022 to but excluding
November 30, 2024
November 30, 2024 to but excluding
November 30, 2027
November 30, 2027 to but excluding
November 30, 2030
November 30, 2030 to but excluding
November 30, 2032
||May 30 and November 30 of each year, beginning on May 30, 2024, with the final Call Date occurring on May 30, 2032.|
||Optional Early Redemption:
||We have the right to redeem all, but not less than
all, of the notes on May 30, 2024, 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.|
||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
Record Dates for
|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.|
||Merrill Lynch Capital Services, Inc.|
|Fees and Charges:
||The public offering price of the notes includes the underwriting discount of 1.75% as listed on the cover page and may include an additional hedging-related charge of up to $15.00 per $1,000 in principal amount of the notes that is more fully described on page PS-7.|
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.
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.
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 May 30, 2024. 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.
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.
investment in the notes may be more risky than an investment in notes with a shorter term. The notes have a term of 10 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.
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
Valuation- and Market-related
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. In addition to the
underwriting discount, the public offering price is expected to include a hedging-related charge, which reflects an estimated profit
earned by one of our affiliates from the hedging-related transactions associated with the notes. See “Supplemental Plan of
Distribution—Conflicts of Interest” for more information. The terms of these hedging arrangements are determined by
seeking bids from market participants, including BofA Securities, Inc. ("BofAS") and its affiliates. All of these charges
related to the notes reduce the economic terms of the notes.
The quoted price of any of our affiliates for the notes
could be higher or lower than the price that you paid for them.
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, 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.|
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. Any profit in connection with such hedging activities will be in addition to any other compensation that we
and our affiliates, including BofAS, receive for the sale of the notes, which creates an additional incentive to sell the notes to
you. 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
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.
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 May 30, 2024
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 30, 2024. 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 30, 2027 and November 30, 2030 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.
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.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
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.
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 1.75% 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 $982.50 per $1,000 in
principal amount of the notes.
In order to meet our payment obligations
under the notes, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options,
put options or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined by seeking
bids from market participants, including BofAS and its affiliates, and take into account a number of factors, including our creditworthiness,
interest rate movements, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes depend in part
on the terms of these hedging arrangements.
advised us that the hedging arrangements may include a hedging-related charge of up to $15.00 per $1,000 in principal amount of the notes,
reflecting an estimated profit to be credited to BofAS or one of its affiliates from these transactions. Since hedging entails risk and
may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by BofAS
or one of its affiliates or any third party hedge providers.
All charges related to the notes, including
the underwriting discount and the hedging-related costs and charges, reduce the economic terms of the notes. For further information regarding
these charges, our trading and hedging activities and conflicts of interest, see the section above, “Risk Factors—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” and “Risk Factors—Our trading and hedging activities may create conflicts of interest with you.”
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
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, including our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”),
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 MLPF&S, 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
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.
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
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