Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-234425
and 333-234425-01
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PRODUCT SUPPLEMENT NO. WF-1
(To Prospectus dated December 31, 2019 and Series A Prospectus
Supplement dated December 31, 2019) |
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BofA Finance LLC
Senior Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Bank of America Corporation
Principal at Risk Securities
Linked To One Or More Indices, Exchange-Traded Funds or Equity Securities
BofA Finance LLC may, from time to time, offer and sell securities linked to one or more equity indices (each, an Index and
collectively, the Indices), exchange-traded funds (each, a Fund and collectively, the Funds) or common equity securities or American depositary shares (ADSs) of a company
not affiliated with us (each, an Underlying Stock and collectively, the Underlying Stocks), or any combination thereof. The Indices, Funds and Underlying Stocks are sometimes referred to herein collectively as
the Market Measures and individually as a Market Measure. Market-linked securities, such as the securities described in this product supplement, are principal-at-risk securities, which means that you may receive less than the original public offering price of the securities (the public offering price) at maturity, depending on the
performance of one or more Market Measures. We refer to all securities offered under this product supplement as the Securities.
The Securities will be unsecured senior notes issued by BofA Finance LLC, a direct, wholly-owned subsidiary of Bank of America Corporation.
Bank of America Corporation will fully and unconditionally guarantee all payments of principal, interest and other amounts payable on any Securities BofA Finance LLC issues. Any payments due on the Securities, including any repayment of principal,
will be subject to credit risk. If BofA Finance LLC, as issuer, and Bank of America Corporation, as guarantor, default on their obligations, you could lose some or all of your investment.
This prospectus supplement, which we refer to as a product supplement, describes some of the general terms that apply to the
Securities. This product supplement supplements the disclosure in any pricing supplement that may reference it and the accompanying prospectus supplement and prospectus. A separate pricing supplement will describe terms that apply to specific
issuances of the Securities and may include changes to the terms specified in this product supplement. The applicable pricing supplement will describe any Market Measure(s) to which the Securities are linked. If the disclosure in the applicable
pricing supplement is inconsistent with the disclosure in this product supplement, the prospectus supplement or the prospectus, the disclosure in the applicable pricing supplement will control.
You should carefully review the specific terms of the Securities described in the applicable pricing supplement together with the information
contained in this product supplement and the accompanying prospectus supplement and prospectus before investing in the Securities.
The
Securities will not be listed on any securities exchange or automated quotation system.
The Securities have complex features and
investing in the Securities involves risks not associated with an investment in conventional debt securities. See Risk Factors beginning on page 5 of this product supplement, page S-5 of the
accompanying prospectus supplement and page 7 of the accompany prospectus. In addition, see the applicable pricing supplement, which will describe more specifically the risks relating to the particular issuance of Securities as well as the risks
associated with the particular Market Measure(s) to which your Securities are linked.
The Securities are the unsecured obligations
of BofA Finance LLC, and, accordingly, all payments are subject to credit risk. If BofA Finance LLC, as issuer, and Bank of America Corporation, as guarantor, default on their obligations, you could lose some or all of your investment. The
Securities and the related guarantee of the Securities by Bank of America Corporation are unsecured and are not savings accounts, deposits or other obligations of a depository institution. The Securities are not guaranteed by Bank of America, N.A.
or any other bank and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of
these Securities or passed upon the accuracy or adequacy of this product supplement or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Wells Fargo Securities |
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The date of this product supplement is September 9, 2022.