Filed Pursuant to Rule 433
Registration No. 333-234425
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BofA Finance LLC
Fully and Unconditionally Guaranteed by Bank of America Corporation
Market Linked Securities
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the ARK Innovation ETF due October 6, 2022
Term Sheet to Preliminary Pricing Supplement dated June 2, 2021
Summary of Terms
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Issuer:
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BofA Finance LLC (“BofA Finance”)
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Guarantor:
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Bank of America Corporation (“BAC” or the “Guarantor”)
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Term:
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Approximately 15 months
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Underlying
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ARK Innovation ETF (Bloomberg symbol: “ARKK”)
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Pricing Date:
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June 30, 2021*
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Issue Date:
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July 6, 2021*
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Denominations:
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$1,000 and any integral multiple of $1,000. References in the pricing supplement to a “Security” are to a Security with a principal amount of $1,000.
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Redemption Amount:
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See “How the Redemption Amount is calculated” on page 3
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Maturity Date:
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October 6, 2022*
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Starting Value:
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The Fund Closing Price of the Underlying on the Pricing Date, as determined by the calculation agent.
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Ending Value:
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The Fund Closing Price of the Underlying on the Valuation Date, as determined by the calculation agent.
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Maximum Return:
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Within the range of 19.00% to 23.00% of the principal amount per Security ($190.00 to $230.00 per Security), to be determined on the Pricing Date
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Threshold Value:
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85% of the Starting Value
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Upside Participation Rate:
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150%
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Valuation Date:
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September 29, 2022*
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Calculation Agent:
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BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance
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Underwriting Discount:
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2.275%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 1.25% and WFA will receive a distribution expense fee of 0.075%. In addition, in respect of certain Securities sold in this offering, BofA Securities, Inc. may pay a fee of up to $1.00 per Security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the Securities to other securities dealers.
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CUSIP:
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09709ULR7
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Description of Terms
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Linked to the ARK Innovation ETF
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Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the Securities provide for a Redemption Amount that may be greater than, equal to or less than the principal amount of the Securities, depending on the performance of the Underlying from its Starting Value to its Ending Value. The Redemption Amount will reflect the following terms:
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If the value of the Underlying increases:
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You will receive the principal amount plus 150% participation in the upside performance of the Underlying, subject to a Maximum Return at maturity within the range of 19.00% to 23.00% (to be determined on the Pricing Date) of the principal amount per Security. As a result of the Maximum Return, the maximum Redemption Amount will be $1,190.00 to $1,230.00 per Security.
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If the value of the Underlying decreases but the decrease is not more than 15%:
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You will be repaid the principal amount
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If the value of the Underlying decreases by more than 15%:
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You will receive less than the principal amount and have 1-to-1 downside exposure to the decrease in the value of the Underlying in excess of 15%
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Investors may lose up to 85% of the principal amount
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The Underlying is actively managed and is subject to additional risks. Unlike a passively managed fund, an actively managed fund does not attempt to track an index or other benchmark, and the investment decisions for an actively managed fund are instead made by its investment adviser. See “Risk Factors—Underlying-related Risks—An investment in the Securities is subject to risks associated with actively-managed funds” in the accompanying preliminary pricing supplement for more information.
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All payments on the Securities are subject to the credit risk of BofA Finance and BAC
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No periodic interest payments or dividends
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*Subject to change
The initial estimated value of the Securities as of the pricing date is expected to be between $940.00 and $970.00 per Security, which is less than the public offering price listed below. The actual value of your Securities at any time will reflect many factors and cannot be predicted with accuracy. See “Risk Factors” beginning on page PRS-8 of the accompanying preliminary pricing supplement and “Structuring the Securities” on page PRS-24 of the accompanying preliminary pricing supplement for additional information.
The Securities have complex features and investing in the Securities involves risks not associated with an investment in conventional debt securities. Potential purchasers of the Securities should consider the information in “Risk Factors” beginning on page PRS-8 of the accompanying preliminary pricing supplement, page PS-5 of the accompanying product supplement, page S-5 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the Securities.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
Hypothetical Payout Profile
The profile to the right is based on a hypothetical Maximum Return of 21.00% or $210.00 per Security (the midpoint of the specified range for the Maximum Return), the Upside Participation Rate of 150% and a Threshold Value equal to 85% of the Starting Value.
This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual Starting Value, the actual Ending Value and the actual Maximum Return, and whether you hold your Securities to maturity.
Hypothetical Returns
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Hypothetical
Ending Value
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Hypothetical
percentage change
from the hypothetical
Starting Value to the hypothetical Ending Value
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Hypothetical
Redemption Amount
payable at
maturity
per Security
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Hypothetical
pre-tax total
rate of return
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$175.00
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75.00%
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$1,210.00
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21.00%
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$150.00
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50.00%
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$1,210.00
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21.00%
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$140.00
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40.00%
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$1,210.00
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21.00%
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$130.00
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30.00%
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$1,210.00
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21.00%
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$120.00
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20.00%
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$1,210.00
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21.00%
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$114.00
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14.00%
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$1,210.00(1)
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21.00%
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$110.00
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10.00%
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$1,150.00
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15.00%
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$105.00
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5.00%
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$1,075.00
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7.50%
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$100.00(2)
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0.00%
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$1,000.00
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0.00%
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$95.00
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-5.00%
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$1,000.00
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0.00%
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$90.00
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-10.00%
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$1,000.00
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0.00%
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$85.00(3)
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-15.00%
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$1,000.00
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0.00%
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$84.00
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-16.00%
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$990.00
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-1.00%
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$80.00
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-20.00%
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$950.00
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-5.00%
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$75.00
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-25.00%
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$900.00
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-10.00%
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$50.00
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-50.00%
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$650.00
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-35.00%
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$25.00
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-75.00%
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$400.00
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-60.00%
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Assumes a hypothetical Maximum Return of 21.00% or $210.00 per Security (the midpoint of the specified range for the Maximum Return), the Upside Participation Rate of 150%, a hypothetical Threshold Value equal to 85% of the hypothetical Starting Value and a range of hypothetical Ending Values of the Underlying. Each Security has a principal amount of $1,000.
(1) The Redemption Amount per Security cannot exceed $1,000 plus the Maximum Return.
(2) The hypothetical Starting Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual Starting Value. The actual Starting Value will be determined on the Pricing Date and will be set forth under “Terms of the Securities” above. For historical data regarding the actual Closing Prices of the Underlying, see the historical information set forth under the section titled “The ARK Innovation ETF” in the accompanying preliminary pricing supplement.
(3) This is the hypothetical Threshold Value.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. The actual amount you receive at maturity and the resulting pre-tax rate of return will depend on the actual Starting Value, Ending Value and Maximum Return.
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How The Redemption Amount Is Calculated
On the Maturity Date, you will receive a cash payment per Security equal to the Redemption Amount. The Redemption Amount per Security will equal:
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If the Ending Value is greater than the Starting Value: $1,000 plus the lesser of:
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(i) 
(ii) the Maximum Return;
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If the Ending Value is less than or equal to the Starting Value, but greater than or equal to the Threshold Value: $1,000; or
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If the Ending Value is less than the Threshold Value: $1,000 minus
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In this case, the Redemption Amount will be less than the principal amount and you could lose up to 85% of your principal amount
Selected Risk Considerations
The risks set forth below, as well as additional risks related to this investment, are discussed in detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please review those risk disclosures carefully.
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Your investment may result in a loss; there is no guaranteed return of principal.
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The return on the Securities will be limited to the Maximum Return.
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The Redemption Amount will not reflect changes in the value of the Underlying other than on the Valuation Date.
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The Securities do not bear interest.
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Your return on the Securities may be less than the yield on a conventional debt security of comparable maturity.
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Any payment on the Securities is subject to our credit risk and the credit risk of the Guarantor, and actual or perceived changes in our or the Guarantor’s creditworthiness are expected to affect the value of the Securities.
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BofA Finance is a finance subsidiary and, as such, has no independent assets, operations or revenues.
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The public offering price you pay for the Securities will exceed their initial estimated value.
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The initial estimated value does not represent a minimum or maximum price at which BofA Finance, BAC, BofAS or any of our other affiliates or WFS and its affiliates would be willing to purchase your Securities in any secondary market (if any exists) at any time.
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BofA Finance cannot assure you that a trading market for your Securities will ever develop or be maintained.
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The Securities are not designed to be short-term trading instruments, and if you attempt to sell the Securities prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount.
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Trading and hedging activities by BofA Finance, the Guarantor and any of our other affiliates, including BofAS, and WFS and its affiliates, may create conflicts of interest with you and may affect your return on the Securities and their market value.
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There may be potential conflicts of interest involving the calculation agent, which is an affiliate of ours.
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An investment in the Securities is subject to risks associated with actively-managed funds.
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The Underlying is subject to risks associated with disruptive innovation companies.
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An investment in the Securities may involve risks associated with micro, small and mid-size capitalization companies.
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An investment in the Securities may involve risks associated with foreign securities markets. Some of the equity securities held by the Underlying are foreign equity securities.
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An investment in the Securities may involve risks that are associated with investments that are linked to the equity securities of issuers from emerging markets.
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The anti-dilution adjustments will be limited.
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The performance of the Underlying may not correlate with the net asset value per share of the Underlying, especially during periods of market volatility.
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The U.S. federal income tax consequences of an investment in the Securities are uncertain, and may be adverse to a holder of the Securities.
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Not appropriate for all investors
Investment suitability must be determined individually for each investor. The Securities described herein are not an appropriate investment for all investors. In particular, no investor should purchase the Securities unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market conditions and other relevant factors change significantly in your favor, a sale of the Securities prior to maturity is likely to result in sale proceeds that are substantially less than the principal amount per Security. BofAS, Wells Fargo Securities and their affiliates are not obligated to purchase the Securities from you at any time prior to maturity.
You may revoke your offer to purchase the Securities at any time prior to the time at which we accept such offer on the date the Securities are priced. We reserve the right to change the terms of, or reject any offer to purchase, the Securities prior to their issuance. In the event of any changes to the terms of the Securities, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase. Please see the accompanying preliminary pricing supplement for complete product disclosure, including related risks and tax disclosure.
This term sheet is a summary of the terms of the Securities and factors that you should consider before deciding to invest in the Securities. BofA Finance and BAC have filed a registration statement (including preliminary pricing supplement, product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read this term sheet together with the Preliminary Pricing Supplement dated June 2, 2021, Product Supplement EQUITY-1 dated January 3, 2020 and Prospectus Supplement and Prospectus each dated December 31, 2019 to understand fully the terms of the Securities and other considerations that are important in making a decision about investing in the Securities. If the terms described in the accompanying preliminary pricing supplement are inconsistent with those described herein, the terms described in the accompanying preliminary pricing supplement will control. You may get these documents without cost by visiting EDGAR on the SEC Web site at sec.gov. Alternatively, any agent or any dealer participating in this offering will arrange to send you the accompanying preliminary pricing supplement, Product Supplement EQUITY-1 and prospectus supplement and prospectus if you so request by calling toll-free at 1-800-294-1322.
Not a research report
This material was prepared by BofAS and Wells Fargo Securities, each a registered broker-dealer and a separate non-bank affiliate of BofA Finance and Bank of America Corporation, and Wells Fargo Finance LLC and Wells Fargo & Company, respectively. This material is not a product of BofAS or Wells Fargo Securities LLC research departments.
Consult your tax advisor
Investors should review carefully the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus and consult their tax advisors regarding the application of the U.S. federal tax laws to their particular circumstances, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.
The securities are not sponsored, endorsed, sold or promoted by the ARK ETF Trust or ARK Investment Management LLC. None of ARK ETF Trust or ARK Investment Management LLC makes any representations or warranties to the holders of the securities or any member of the public regarding the advisability of investing in the securities. None of ARK ETF Trust or ARK Investment Management LLC will have any obligation or liability in connection with the registration, operation, marketing, trading or sale of the securities or in connection with BofA Finance’s or Bank of America Corporation’s use of information about the ARK Innovation ETF.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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