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.
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 October 30, 2021. 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.
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.
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 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.
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, 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:
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the time remaining to maturity of the notes;
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the aggregate amount outstanding of the notes;
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our right to redeem the notes on the dates set forth above;
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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);
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general economic conditions of the capital markets in the United States;
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geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;
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our financial condition and creditworthiness; and
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any market-making activities with respect to the notes.
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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. 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 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.
Subject to the discussion below concerning FATCA,
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, subject to the discussion below concerning FATCA,
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 October 30, 2021 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
October 30, 2023. 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.
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.
Foreign Account Tax Compliance Act (“FATCA”)
The discussion in the accompanying prospectus
under “U.S. Federal Income Tax Considerations—Foreign Account Tax Compliance Act” is hereby modified to reflect
regulations proposed by Treasury indicating its intent to
eliminate the requirements under FATCA of withholding on gross proceeds
from the sale, exchange, settlement at maturity, or other disposition of relevant financial instruments. Treasury has indicated
that taxpayers may rely on these proposed regulations pending their finalization.
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
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-18 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 1.00% 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 and/or for an eligible institutional investor may forgo some or all of their selling concessions,
fees, or commissions. The price to public for investors purchasing the notes in these accounts and/or for an eligible institutional
investor may be as low as $990.00 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.
BofAS has advised us that the hedging arrangements
may include a hedging-related charge of up to $5.00 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.”
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,
including our affiliate, 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 residents of:
You are urged to carefully review the Selling
Restrictions that may be applicable to your jurisdiction beginning on page S-20 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.