Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
PRICING SUPPLEMENT dated December
18, 2024 (To Product Supplement No. WF-1 dated September 5, 2023, Stock-Linked Underlying Supplement dated September 5, 2023,
Prospectus Supplement dated September 5, 2023 and Prospectus dated September 5, 2023) |
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Canadian Imperial Bank of Commerce
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Senior
Global Medium-Term Notes |
Market Linked Securities—Auto-Callable
with Contingent Coupon and Contingent Downside |
Principal
at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet
Inc., and the Class A Common Stock of Meta Platforms, Inc. due December 23, 2027 |
¨ |
Linked
to the lowest performing of the common stock of Amazon.com, Inc., the Class A common stock of Alphabet Inc., and the Class
A common stock of Meta Platforms, Inc. (each, an “Underlying Stock”) |
¨ |
Unlike
ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal
at maturity and are subject to potential automatic call prior to maturity upon the terms described below. Whether the securities
pay a Contingent Coupon Payment, whether the securities are automatically called prior to maturity and, if they are not automatically
called, whether you receive the face amount of your securities at maturity will depend, in each case, on the Stock Closing Price
of the Lowest Performing Stock on the relevant Calculation Day. The Lowest Performing Stock on any Calculation Day is the Underlying
Stock that has the lowest Stock Closing Price on that Calculation Day as a percentage of its Starting Price. |
¨ |
Contingent
Coupon Payments. The securities will pay a Contingent Coupon Payment on a quarterly basis until the earlier of the Stated Maturity
Date or automatic call if, and only if, the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination
Date is greater than or equal to its Coupon Threshold Price. However, if the Stock Closing Price of the Lowest Performing Stock on
a Coupon Determination Date is less than its Coupon Threshold Price, you will not receive any Contingent Coupon Payment for the relevant
quarter. If the Stock Closing Price of the Lowest Performing Stock is less than its Coupon Threshold Price on every Coupon Determination
Date, you will not receive any Contingent Coupon Payments throughout the entire term of the securities. The Coupon Threshold Price
of each Underlying Stock is equal to 70% of its Starting Price. The Contingent Coupon Rate is 16.50% per annum |
¨ |
Automatic
Call. If the Stock Closing Price of the Lowest Performing Stock on any of the quarterly Call Observation Dates from June 2025
to September 2027, inclusive, is greater than or equal to its Starting Price, the securities will be automatically called for the
face amount plus a final Contingent Coupon Payment |
¨ |
Potential
Loss of Principal. If the securities are not automatically called prior to maturity, you will receive the face amount at maturity
if, and only if, the Ending Price of the Lowest Performing Stock on the Final Calculation Day is greater than or equal to
its Downside Threshold Price. If the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less than its Downside
Threshold Price, you will lose more than 30%, and possibly all, of the face amount of your securities. The Downside Threshold Price
of each Underlying Stock is equal to 70% of its Starting Price |
¨ |
If
the securities are not automatically called prior to maturity, you will have full downside exposure to the Lowest Performing Stock
on the Final Calculation Day from its Starting Price if its Ending Price is less than its Downside Threshold Price, but you will
not participate in any appreciation of any Underlying Stock and will not receive any dividends on any Underlying Stock |
¨ |
Your
return on the securities will depend solely on the performance of the Underlying Stock that is the Lowest Performing Stock on each
Calculation Day. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you
will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably |
¨ |
All
payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue
any Underlying Stock Issuer for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or
some of your investment |
¨ |
No
exchange listing; designed to be held to maturity or earlier automatic call |
The securities
have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities.
See “Selected Risk Considerations” beginning on page PRS-9 herein and “Risk Factors” beginning on page S-1 of
the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
The securities are unsecured obligations of
Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce.
The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation
or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities are not bail-inable
debt securities (as defined on page 6 of the prospectus).
Neither the Securities and Exchange Commission
(the “SEC”) nor any state or provincial securities commission or other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, underlying supplement,
prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Offering Price |
|
Underwriting Discount (1) (2) |
|
Proceeds to CIBC |
Per Security |
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$1,000.00 |
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$23.25 |
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$976.75 |
Total |
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$4,354,000.00 |
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$101,230.50 |
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$4,252,769.50 |
(1) | The agent, Wells Fargo Securities, LLC (“Wells Fargo Securities”),
will receive an underwriting discount of $23.25 per security. The agent may resell the securities to other securities dealers at the original
offering price less a concession of $17.50 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”)
(the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC,
each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA,
the agent may pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA.
See “Terms of the Securities—Agent’s Underwriting Discount and Other Fees” in this pricing supplement and
“Use of Proceeds and Hedging” in the underlying supplement for information regarding how we may hedge our obligations under
the securities. |
(2) | In respect of certain securities sold in this offering, the Issuer may pay
a fee of $3.00 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. |
Our estimated value of the securities on the Pricing
Date, based on our internal pricing models, is $917.10 per security. The estimated value is less than the original offering price of the
securities. See “The Estimated Value of the Securities” in this pricing supplement.
Wells Fargo Securities
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
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Issuer: |
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Canadian Imperial Bank of Commerce |
Market Measure: |
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The lowest performing of the common stock of Amazon.com, Inc. (Bloomberg ticker symbol “AMZN”) (the “AMZN”), the Class A common stock of Alphabet Inc. (Bloomberg ticker symbol “GOOGL”) (the “GOOGL”), and the Class A common stock of Meta Platforms, Inc. (Bloomberg ticker symbol “META”) (the “META”) (each, an “Underlying Stock” and together, the “Underlying Stocks”) |
Original Offering Price: |
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$1,000 per security. |
Face Amount: |
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The principal amount of $1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000. |
Pricing Date: |
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December 18, 2024 |
Issue Date: |
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December 23, 2024 |
Final Calculation Day: |
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December 20, 2027, subject to postponement as described below under “—Market Disruption Events and Postponement Provisions.” |
Stated Maturity Date: |
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December 23, 2027, subject to postponement. The securities are not subject to redemption at the option of CIBC or repayment at the option of any holder of the securities prior to maturity or automatic call. |
Contingent Coupon Payment: |
|
On each Coupon Payment Date, you will receive
a Contingent Coupon Payment at a per annum rate equal to the Contingent Coupon Rate (each a “Contingent Coupon Payment”) if,
and only if, the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination Date is greater than or
equal to its Coupon Threshold Price.
Each Contingent Coupon Payment, if any, will be
calculated per security as follows:
($1,000× Contingent Coupon Rate)/4.
Any Contingent Coupon Payment will be rounded
to the nearest cent, with one-half cent rounded upward.
If the Stock Closing Price of the Lowest
Performing Stock on any Coupon Determination Date is less than its Coupon Threshold Price, you will not receive any Contingent Coupon
Payment on the related Coupon Payment Date. If the Stock Closing Price of the Lowest Performing Stock is less than its Coupon Threshold
Price on all Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term of the securities. |
Contingent Coupon Rate: |
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16.50% per annum |
Coupon Threshold Price: |
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$154.364 with respect to the AMZN, $131.88 with respect to the GOOGL and $418.033 with respect to the META, each of which is 70.00% of its Starting Price. |
Coupon Determination Dates: |
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Quarterly, on the 18th of each March, June, September and December, commencing March 2025 and ending on the Final Calculation Day, each subject to postponement as described below under “—Market Disruption Events and Postponement Provisions.” |
Coupon Payment Dates: |
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Quarterly, on the third Business Day following each Coupon Determination Date (as each such Coupon Determination Date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable); provided that the Coupon Payment Date with respect to the Final Calculation Day will be the Stated Maturity Date. |
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
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Automatic Call: |
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If the Stock Closing Price of the Lowest Performing
Stock on any Call Observation Date is greater than or equal to its Starting Price, the securities will be automatically called, and on
the related Call Payment Date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus
a final Contingent Coupon Payment. The first Call Observation Date is approximately six months after the Issue Date.
If the securities are automatically called,
they will cease to be outstanding on the related Call Payment Date and you will have no further rights under the securities after such
Call Payment Date. You will not receive any notice from us if the securities are automatically called. |
Call Observation Dates: |
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Quarterly, the Coupon Determination Dates beginning June 2025 and ending September 2027 (together with the Coupon Determination Dates, the “Calculation Days”) |
Call Payment Dates: |
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The Coupon Payment Date immediately following the applicable Call Observation Date. |
Maturity Payment Amount: |
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If the securities are not automatically called
prior to maturity, you will be entitled to receive at maturity a cash payment per security in U.S. dollars equal to the Maturity Payment
Amount (in addition to the final Contingent Coupon Payment, if any). The “Maturity Payment Amount” per security will equal:
•
if the Ending Price of the Lowest Performing Stock on the Final Calculation Day is greater than or
equal to its Downside Threshold Price:
$1,000; or
•
if the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less than its
Downside Threshold Price:
$1,000 × Performance Factor
of the Lowest Performing Stock on the Final Calculation Day
If the securities are not automatically called
prior to maturity and the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less than its Downside Threshold
Price, you will lose more than 30%, and possibly all, of the face amount of your securities at maturity.
Any return on the securities will be limited
to the sum of your Contingent Coupon Payments, if any. You will not participate in any appreciation of any Underlying Stock, but you
will have full downside exposure to the Lowest Performing Stock on the Final Calculation Day if the Ending Price of such Underlying Stock
is less than its Downside Threshold Price. |
Downside Threshold Price: |
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$154.364 with respect to the AMZN, $131.88 with respect to the GOOGL and $418.033 with respect to the META, each of which is 70.00% of its Starting Price. |
Lowest Performing Stock: |
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On any Calculation Day, the “Lowest Performing Stock” will be the Underlying Stock with the lowest Performance Factor on that Calculation Day. |
Performance Factor: |
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With respect to an Underlying Stock on any Calculation Day, its Stock Closing Price on such Calculation Day divided by its Starting Price (expressed as a percentage). |
Starting Price: |
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$220.52 with respect to the AMZN, $188.40 with respect to the GOOGL and $597.19 with respect to the META, each of which was its Stock Closing Price on the Pricing Date. |
Ending Price: |
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With respect to each Underlying Stock, its Stock Closing Price on the Final Calculation Day. |
Stock Closing Price: |
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With respect to each Underlying Stock, the Stock Closing Price, the Closing Price and the Adjustment Factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement. |
Market Disruption Events and Postponement Provisions: |
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Each Calculation Day is subject to postponement due to non-Trading Days and the occurrence of a Market Disruption Event. In addition, the Stated Maturity Date will be postponed if the Final Calculation Day is postponed and will be adjusted for non-Business Days. For more information regarding adjustments to the Calculation Days and the Stated Maturity Date, see “General Terms of |
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
|
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the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each Coupon Determination Date, each Call Observation Date and the Final Calculation Day is a “calculation day,” and each Coupon Payment Date and Call Payment Date and the Stated Maturity Date is a “payment date.” In addition, for information regarding the circumstances that may result in a Market Disruption Event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement. |
Calculation Agent: |
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CIBC |
Material U.S. Tax Consequences: |
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For a discussion of the material U.S. federal income tax consequences of the ownership and disposition of the securities, see “Summary of U.S. Federal Income Tax Consequences” in this pricing supplement and “Material U.S. Federal Income Tax Consequences” in the underlying supplement. |
Agent’s Underwriting Discount and Other Fees: |
|
Wells Fargo Securities. The agent will receive
an underwriting discount of $23.25 per security. The agent may resell the securities to other securities dealers, including securities
dealers acting as custodians, at the original offering price of the securities less a concession of $17.50 per security. Such securities
dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $0.75 per security of the
underwriting discount to WFA as a distribution expense fee for each security sold by WFA. In addition, in respect of certain securities
sold in this offering, the Issuer may pay a fee of $3.00 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.
We expect to hedge our obligations through
the agent, one of our or its affiliates and/or another unaffiliated counterparty, which expects to realize hedging profits projected
by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the securities. If any
dealer participating in the distribution of the securities or any of its affiliates conducts hedging activities for us in connection
with the securities, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such
hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the
sale of the securities to you. |
Settlement: |
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Delivery of the securities will be made against payment therefor in New York, New York on the Issue Date specified above, which is more than one business day following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade securities on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement. |
Denominations: |
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$1,000 and any integral multiple of $1,000. |
CUSIP / ISIN: |
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13607XUP0 / US13607XUP04 |
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
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About This Pricing Supplement |
You should read this pricing supplement together
with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus
supplement”), the Product Supplement No. WF-1 dated September 5, 2023 (the “product supplement”) and the Stock-Linked
Underlying Supplement dated September 5, 2023 (the “underlying supplement”), relating to our Senior Global Medium-Term Notes,
of which these securities are a part, for additional information about the securities. Information included in this pricing supplement
supersedes information in the product supplement, the underlying supplement, the prospectus supplement and the prospectus to the extent
it is different from that information. The section entitled “General Terms of the Securities” in the product supplement shall
supersede and replace the section entitled “Certain Terms of the Notes” in the underlying supplement. Certain defined terms
used but not defined herein have the meanings set forth in the product supplement, the underlying supplement, the prospectus supplement
and the prospectus.
You should rely only on the information contained
in or incorporated by reference in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus supplement
and prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give
information other than that contained in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus
supplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not,
and Wells Fargo Securities has not, authorized any other person to provide you with different or additional information. If anyone provides
you with different or additional information, you should not rely on it.
We are not, and Wells Fargo Securities is not,
making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained in or incorporated by reference in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus
supplement or prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying product supplement,
underlying supplement, prospectus supplement or prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells
Fargo Securities, to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation
by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make
such an offer or solicitation.
The Bank may use this pricing supplement in the
initial sale of the securities. In addition, Wells Fargo Securities or any of our or its affiliates may use this pricing supplement in
market-making transactions in the securities after their initial sale. However, it is not obligated to do so and may discontinue making
a market at any time without notice. Any use of this pricing supplement by Wells Fargo Securities in market-making transactions after
the initial sale of the securities will be solely for the purpose of providing investors with the description of the terms of the securities
that were made available to investors in connection with the initial distribution of the securities.
References to “CIBC,” “the Issuer,”
“the Bank,” “we,” “us” and “our” in this pricing supplement are references to Canadian
Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the product supplement, the underlying
supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):
| · | Product supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098182/tm2322483d93_424b5.htm
| · | Underlying supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098174/tm2322483d90_424b5.htm
| · | Prospectus supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
| · | Prospectus dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
The securities are not appropriate for all
investors. The securities may be an appropriate investment for investors who:
| § | seek an investment with Contingent Coupon Payments at a rate of 16.50% per
annum until the earlier of maturity or automatic call, if, and only if, the Stock Closing Price of the Lowest Performing Stock on the
related Coupon Determination Date is greater than or equal to 70% of its Starting Price; |
| § | understand that if the securities are not automatically called prior to
maturity and the Ending Price of the Lowest Performing Stock on the Final Calculation Day has declined by more than 30% from its Starting
Price, they will be fully exposed to the decline in the Lowest Performing Stock from its Starting Price and will lose more than 30%, and
possibly all, of the face amount at maturity; |
| § | are willing to accept the risk that they may receive few or no Contingent
Coupon Payments over the term of the securities; |
| § | understand that the securities may be automatically called prior to maturity
and that the term of the securities may be as short as approximately six months; |
|
§ |
understand that the return on the securities will depend solely on the performance of the Lowest Performing
Stock on each Calculation Day and that they will not benefit in any way from the performance of the better performing Underlying Stocks; |
|
§ |
understand that the securities
are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of the Underlying
Stocks; |
| § | understand and are willing to accept the full downside risks of each Underlying
Stock; |
| § | are willing to forgo participation in any appreciation of any Underlying
Stock and dividends or other distributions paid on any Underlying Stock; and |
| § | are willing to hold the securities to maturity or earlier automatic call. |
The securities may not be an appropriate investment
for investors who:
| § | seek a liquid investment or are unable or unwilling to hold the securities
to maturity or earlier automatic call; |
| § | require full payment of the face amount of the securities at maturity; |
| § | seek a security with a fixed term; |
| § | are unwilling to purchase securities with an estimated value as of the Pricing
Date that is lower than the original offering price; |
| § | are unwilling to accept the risk that the securities are not automatically
called prior to maturity and the Stock Closing Price of the Lowest Performing Stock on the Final Calculation Day may decline by more than
30% from its Starting Price; |
| § | seek certainty of current income over the term of the securities; |
| § | seek exposure to the upside performance of any or each Underlying Stock;
|
| § | seek exposure to a basket composed of the Underlying Stocks or a similar
investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the Lowest
Performing Stock; |
| § | are unwilling to accept the risk of exposure to the Underlying Stocks; |
| § | are unwilling to accept the credit risk of CIBC; or |
| § | prefer the lower risk of conventional fixed income investments with comparable
maturities issued by companies with comparable credit ratings. |
The considerations identified above are not
exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
“Selected Risk Considerations” herein and the “Risk Factors” in the accompanying underlying supplement for risks
related to an investment in the securities.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Determining Payment On A Coupon Payment Date and at Maturity |
If the securities have not been previously automatically
called, on each Coupon Payment Date, you will either receive a Contingent Coupon Payment or you will not receive a Contingent Coupon Payment,
depending on the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination Date.
Step 1: Determine which Underlying Stock
is the Lowest Performing Stock on the related Coupon Determination Date. The Lowest Performing Stock on any Coupon Determination Date
is the Underlying Stock with the lowest Performance Factor on that Coupon Determination Date. The Performance Factor of an Underlying
Stock on a Coupon Determination Date is its Stock Closing Price on that Coupon Determination Date as a percentage of its Starting Price
(i.e., its Stock Closing Price on that Coupon Determination Date divided by its Starting Price).
Step 2: Determine whether a Contingent
Coupon Payment is payable on the applicable Coupon Payment Date based on the Stock Closing Price of the Lowest Performing Stock on the
related Coupon Determination Date, as follows:
If the securities have not been automatically
called prior to maturity, then at maturity, you will receive (in addition to the final Contingent Coupon Payment, if any) a cash payment
per security (the Maturity Payment Amount) calculated as follows:
Step 1: Determine which Underlying Stock
is the Lowest Performing Stock on the Final Calculation Day. The Lowest Performing Stock on the Final Calculation Day is the Underlying
Stock with the lowest Performance Factor on the Final Calculation Day. The Performance Factor of an Underlying Stock on the Final Calculation
Day is its Ending Price as a percentage of its Starting Price (i.e., its Ending Price divided by its Starting Price).
Step 2: Calculate the Maturity Payment
Amount based on the Ending Price of the Lowest Performing Stock on the Final Calculation Day, as follows:
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Hypothetical Payout Profile |
The following profile illustrates the potential
Maturity Payment Amount payable on the securities (excluding the final Contingent Coupon Payment, if any) for a range of hypothetical
performances of the Lowest Performing Stock on the Final Calculation Day from its Starting Price to its Ending Price, assuming the securities
have not been automatically called prior to maturity. As this profile illustrates, in no event will you have a positive rate of return
based solely on the Maturity Payment Amount received at maturity; any positive return will be based solely on the Contingent Coupon Payments,
if any, received during the term of the securities. This graph has been prepared for purposes of illustration only. Your actual return
will depend on the actual Ending Price of the Lowest Performing Stock on the Final Calculation Day, whether the securities are automatically
called prior to maturity, and whether you hold your securities to maturity. The performance of the better performing Underlying Stocks
is not relevant to your return on the securities.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Selected Risk Considerations |
The securities have complex features and investing
in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to
an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the
securities generally in the “Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the
prospectus supplement and page 1 of the prospectus. You should reach an investment decision only after you have carefully considered with
your advisors the appropriateness of an investment in the securities in light of your particular
circumstances
Risks Relating To The Structure Of The Securities
If The Securities Are Not Automatically Called
Prior To Maturity, You May Lose A Significant Portion Or All Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities
at maturity. If the securities are not automatically called prior to maturity, you will receive a Maturity Payment Amount that will be
equal to or less than the face amount, depending on the Ending Price of the Lowest Performing Stock on the Final Calculation Day.
If the securities are not automatically called
prior to maturity and the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less than its Downside Threshold
Price, the Maturity Payment Amount will be reduced by an amount equal to the decline in the price of the Lowest Performing Stock from
its Starting Price (expressed as a percentage of its Starting Price). The Downside Threshold Price for each Underlying Stock is 70% of
its Starting Price. For example, if the securities are not automatically called and the price of the Lowest Performing Stock on the Final
Calculation Day has declined by 30.1% from its Starting Price to its Ending Price, you will not receive any benefit of the contingent
downside protection feature and you will lose 30.1% of the face amount. As a result, you will not receive any protection if the price
of the Lowest Performing Stock on the Final Calculation Day declines significantly and you may lose a significant portion, and possibly
all, of the face amount at maturity, even if the price of the Lowest Performing Stock is greater than or equal to its Starting Price or
its Downside Threshold Price at certain times during the term of the securities.
Even if the Ending Price of the Lowest Performing
Stock on the Final Calculation Day is greater than its Downside Threshold Price, the Maturity Payment Amount will not exceed the face
amount, and your yield on the securities, taking into account any Contingent Coupon Payments you may have received during the term of
the securities, may be less than the yield you would earn if you bought a traditional interest-bearing debt security of CIBC or another
issuer with a similar credit rating.
The Securities Do Not Provide For Fixed Payments
Of Interest And You May Receive No Coupon Payments On One Or More Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.
On each Coupon Payment Date you will receive a
Contingent Coupon Payment if, and only if, the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination
Date is greater than or equal to its Coupon Threshold Price. The Coupon Threshold Price for each Underlying Stock is 70% of its Starting
Price. If the Stock Closing Price of the Lowest Performing Stock on any Coupon Determination Date is less than its Coupon Threshold Price,
you will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Stock Closing Price of the Lowest Performing
Stock is less than its Coupon Threshold Price on each Coupon Determination Date over the term of the securities, you will not receive
any Contingent Coupon Payments over the entire term of the securities.
The Securities Are Subject To The Full Risks
Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks
Perform Favorably.
You are subject to the full risks of each Underlying
Stock. If any Underlying Stock performs poorly, you will be negatively affected, even if the other Underlying Stocks perform favorably.
The securities are not linked to a basket composed of the Underlying Stocks, where the better performance of some Underlying Stocks could
offset the poor performance of others. Instead, you are subject to the full risks of whichever Underlying Stock is the Lowest Performing
Stock on each Calculation Day. As a result, the securities are riskier than an alternative investment linked to only one of the Underlying
Stocks or linked to a basket composed of the Underlying Stocks. You should not invest in the securities unless you understand and are
willing to accept the full downside risks of each Underlying Stock.
Your Return On The Securities Will Depend Solely
On The Performance Of The Lowest Performing Stock On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of
The Better Performing Underlying Stocks.
Your return on the securities will depend
solely on the performance of the Lowest Performing Stock on each Calculation Day. Although it is necessary for each Underlying Stock
to close above its respective Coupon Threshold Price on the related Coupon Determination
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Date in order for you to receive a
Contingent Coupon Payment and above its respective Downside Threshold Price on the Final Calculation Day for you to receive the face
amount of your securities at maturity, you will not benefit in any way from the performance of the better performing Underlying
Stocks. The securities may underperform an alternative investment linked to a basket composed of the Underlying Stocks, since in
such case the performance of the better performing Underlying Stocks would be blended with the performance of the Lowest Performing
Stock, resulting in a better return than the return of the Lowest Performing Stock alone.
You Will Be Subject To Risks Resulting From
The Relationship Among The Underlying Stocks.
It is preferable from your perspective for the
Underlying Stocks to be correlated with each other so that their prices will tend to increase or decrease at similar times and by similar
magnitudes. By investing in the securities, you assume the risk that the Underlying Stocks will not exhibit this relationship. The less
correlated the Underlying Stocks, the more likely it is that any one of the Underlying Stocks will be performing poorly at any time over
the term of the securities. All that is necessary for the securities to perform poorly is for one of the Underlying Stocks to perform
poorly; the performance of the better performing Underlying Stocks is not relevant to your return on the securities. It is impossible
to predict what the relationship among the Underlying Stocks will be over the term of the securities. The Underlying Stocks may operate
in the same or different industries or sectors of the U.S. equity market, and the Underlying Stocks may not perform similarly over the
term of the securities.
You May Be Fully Exposed To The Decline In
The Lowest Performing Stock On The Final Calculation Day From Its Starting Price, But Will Not Participate In Any Positive Performance
Of Any Underlying Stock, And Your Maximum Possible Return On The Securities Will Be Limited To The Sum Of Any Contingent Coupon Payments.
Even though you will be fully exposed to a decline
in the price of the Lowest Performing Stock on the Final Calculation Day if its Ending Price is below its Downside Threshold Price, you
will not participate in any increase in the price of any Underlying Stock over the term of the securities. Your maximum possible return
on the securities will be limited to the sum of the Contingent Coupon Payments you receive, if any. Consequently, your return on the securities
may be significantly less than the return you could achieve on an alternative investment that provides for participation in an increase
in the price of any or each Underlying Stock.
Higher Contingent Coupon Rates Are Associated
With Greater Risk.
The securities offer Contingent Coupon Payments
at a higher rate, if paid, than the fixed rate we would pay on conventional debt securities of the same maturity. These higher potential
Contingent Coupon Payments are associated with greater levels of expected risk as of the Pricing Date as compared to conventional debt
securities, including the risk that you may not receive a Contingent Coupon Payment on one or more, or any, Coupon Payment Dates and the
risk that you may lose a substantial portion, and possibly all, of the face amount at maturity. The volatility of the Underlying Stocks
and the correlation among the Underlying Stocks are important factors affecting this risk. Volatility is a measurement of the size and
frequency of daily fluctuations in the price of a Underlying Stock, typically observed over a specified period of time. Volatility can
be measured in a variety of ways, including on a historical basis or on an expected basis as implied by option prices in the market. Correlation
is a measurement of the extent to which the prices of the Underlying Stocks tend to fluctuate at the same time, in the same direction
and in similar magnitudes. Greater expected volatility of the Underlying Stocks or lower expected correlation among the Underlying Stocks
as of the Pricing Date may result in a higher Contingent Coupon Rate, but it also represents a greater expected likelihood as of the Pricing
Date that the Stock Closing Price of at least one Underlying Stock will be less than its Coupon Threshold Price on one or more Coupon
Determination Dates, such that you will not receive one or more, or any, Contingent Coupon Payments during the term of the securities,
and that the Stock Closing Price of at least one Underlying Stock will be less than its Downside Threshold Price on the Final Calculation
Day such that you will lose a substantial portion, and possibly all, of the face amount at maturity. In general, the higher the Contingent
Coupon Rate is relative to the fixed rate we would pay on conventional debt securities, the greater the expected risk that you will not
receive one or more, or any, Contingent Coupon Payments during the term of the securities and that you will lose a substantial portion,
and possibly all, of the face amount at maturity.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called, the
term of the securities may be reduced to as short as approximately six months. There is no guarantee that you would be able to reinvest
the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically
called prior to maturity.
A Coupon Payment Date, A Call Payment Date
And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.
A Calculation Day (including the Final
Calculation Day) with respect to an Underlying Stock will be postponed if the applicable originally scheduled Calculation Day is not
a Trading Day with respect to any Underlying Stock or if the calculation agent determines that a Market Disruption Event has
occurred or is continuing with respect to that Underlying Stock on that Calculation Day. If such a postponement occurs with respect
to a Calculation Day other than the Final Calculation Day, then the related Coupon Payment Date or
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Call Payment Date, as applicable,
will be postponed. If such a postponement occurs with respect to the Final Calculation Day, the Stated Maturity Date will be the
later of (i) the initial Stated Maturity Date and (ii) the third Business Day after the last Final Calculation Day as postponed.
Risk Relating To The Credit Risk Of CIBC
The Securities Are Subject To The Credit Risk
Of Canadian Imperial Bank of Commerce.
The securities are our obligations exclusively
and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to
our creditworthiness, and you will have no ability to pursue any Underlying Stock Issuer for payment. As a result, our actual and perceived
creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and, in the event we
were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities. See “Description
of Senior Debt Securities—Events of Default” in the prospectus.
Risks Relating To The Estimated Value Of
The Securities And Any Secondary Market
Our Estimated Value Of The Securities Is Lower
Than The Original Offering Price Of The Securities.
Our estimated value is only an estimate using
several factors. The original offering price of the securities exceeds our estimated value because costs associated with selling and structuring
the securities, as well as hedging the securities, are included in the original offering price of the securities. See “The Estimated
Value of the Securities” in this pricing supplement.
Our Estimated Value Does Not Represent Future
Values Of The Securities And May Differ From Others’ Estimates.
Our estimated value of the securities was determined
by reference to our internal pricing models when the terms of the securities were set. This estimated value was based on market conditions
and other relevant factors existing at that time and our assumptions about market parameters, which can include volatility, dividend rates,
interest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are greater
than or less than our estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions
may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among other things, changes
in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market transactions. See “The
Estimated Value of the Securities” in this pricing supplement.
Our Estimated Value Was Not Determined By Reference
To Credit Spreads For Our Conventional Fixed-Rate Debt.
The internal funding rate used in the determination
of our estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. If we were to have
used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the securities to
be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms of the securities and could
have an adverse effect on any secondary market prices of the securities. See “The Estimated Value of the Securities” in this
pricing supplement.
The Estimated Value Of The Securities Is Not
An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person May Be Willing To Buy The Securities From You
In The Secondary Market.
The price, if any, at which Wells Fargo Securities
or any of its affiliates may purchase the securities in the secondary market will be based on Wells Fargo Securities’ proprietary
pricing models and will fluctuate over the term of the securities as a result of changes in the market and other factors described in
the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may vary depending
on the aggregate face amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding
any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such secondary
market price for the securities will likely be less than the original offering price.
If Wells Fargo Securities or any of its affiliates
makes a secondary market in the securities at any time up to the Issue Date or during the three-month period following the Issue Date,
the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an amount reflecting a portion
of the costs associated with selling, structuring, hedging and issuing the securities that are included in the original offering price.
Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities or
any of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities’ proprietary
pricing models less the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market
price will decline steadily to zero over this three-month period. If you hold the securities through an account at Wells Fargo Securities
or one of its affiliates, we expect that this increase will also be reflected in the value indicated for the securities on your brokerage
account statement. If you hold your securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates,
the value of the securities on your brokerage account statement may be different than if you held your securities at Wells Fargo Securities
or any of its affiliates.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
The Value Of The Securities Prior To Maturity
Or Automatic Call Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to maturity
or automatic call will be affected by the then-current price of each Underlying Stock, interest rates at that time and a number of other
factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another
factor. The following factors, among others, are expected to affect the value of the securities: performance of the Underlying Stocks;
volatility of the Underlying Stocks; correlation among the Underlying Stocks; economic and other conditions generally; interest rates;
dividend yields on each Underlying Stock; our credit ratings or credit spreads; and time remaining to maturity. When we refer to the “value”
of your security, we mean the value you could receive for your security if you are able to sell it in the open market before the Stated
Maturity Date.
The value of the securities will also be limited
by the automatic call feature because if the securities are automatically called, you will not receive the Contingent Coupon Payments
that would have accrued, if any, had the securities been called on a later Calculation Day or held until the Stated Maturity Date. You
should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of
any change in the value of the securities attributable to another factor, such as a change in the price any or all of the Underlying Stocks.
Because numerous factors are expected to affect the value of the securities, changes in the prices of the Underlying Stocks may not result
in a comparable change in the value of the securities.
The Securities Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
The securities will not be listed on any securities
exchange. Although Wells Fargo Securities and/or its affiliates may purchase the securities from holders, they are not obligated to do
so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop for the securities.
Because we do not expect that any market makers will participate in a secondary market for the securities, the price at which you may
be able to sell your securities is likely to depend on the price, if any, at which Wells Fargo Securities and/or its affiliates are willing
to buy your securities.
If a secondary market does exist, it may be limited.
Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to maturity or automatic call. This may
affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity or automatic call.
Risks Relating To The Underlying Stocks
The Securities Will Be Subject To Single
Stock Risk.
The price of an Underlying Stock can rise or fall
sharply due to factors specific to that Underlying Stock and its issuer, such as stock price volatility, earnings, financial conditions,
corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors,
such as general stock market volatility and prices, interest rates and economic and political conditions.
You Have Limited Anti-dilution Protection.
The calculation agent will, in its sole discretion,
adjust the Adjustment Factor of an Underlying Stock for certain events affecting that Underlying Stock, such as stock splits and stock
dividends, and certain other corporate actions involving its Underlying Stock Issuer, such as mergers. However, the calculation agent
is not required to make an adjustment for every corporate event that can affect an Underlying Stock. For example, the calculation agent
is not required to make any adjustments to the Adjustment Factor of an Underlying Stock if its Underlying Stock Issuer or anyone else
makes a partial tender or partial exchange offer for that Underlying Stock. Consequently, this could affect the market value of the securities.
See “General Terms of the Securities—Adjustments Relating to an Underlying Stock” in the accompanying product supplement
for a description of the general circumstances in which the calculation agent will make adjustments to the Adjustment Factor of an Underlying
Stock.
The Securities May Become Linked To The Common
Stock Of A Company Other Than An Original Underlying Stock Issuer.
Following certain corporate events relating to
an Underlying Stock, such as a stock-for-stock merger where its Underlying Stock Issuer is not the surviving entity, the shares of a successor
corporation to its Underlying Stock Issuer will be substituted for that Underlying Stock for all purposes of the securities. Following
certain other corporate events relating to an Underlying Stock in which holders of that Underlying Stock would receive all of their consideration
in cash and the surviving entity has no marketable securities outstanding or there is no surviving entity (including, but not limited
to, a leveraged buyout or other going private transaction involving that Underlying Stock Issuer, or a liquidation of its Underlying Stock
Issuer), the common stock of another company in the same industry group as its Underlying Stock Issuer will be substituted for that Underlying
Stock for all purposes of the securities. In the event of such a corporate event, the equity-linked nature of the securities would be
significantly altered. We describe the specific corporate events that
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
can lead to these adjustments and the procedures
for selecting the stock of another company as an Underlying Stock in the section entitled “General Terms of the Securities—Adjustments
Relating to an Underlying Stock” in the accompanying product supplement. The occurrence of such corporate events and the consequent
adjustments may materially and adversely affect the market value of the securities.
Risks Relating To Conflicts Of Interest
We Or One Of Our Affiliates Will Be The Calculation
Agent And, As A Result, Potential Conflicts Of Interest Could Arise.
We or one of our affiliates will be the calculation
agent for purposes of determining, among other things, the Starting Price and the Stock Closing Price of each Underlying Stock on each
Calculation Day, calculating the Contingent Coupon Payments, if payable, and the Maturity Payment Amount, determining whether adjustments
should be made to the Adjustment Factor of any Underlying Stock, determining whether a Market Disruption Event has occurred on a scheduled
Calculation Day with respect to an Underlying Stock, which may result in postponement of that Calculation Day for that Underlying Stock,
and determining the Stock Closing Price of an Underlying Stock if a Calculation Day is postponed to the last day to which it may be postponed
and a Market Disruption Event occurs on that day with respect to that Underlying Stock. Although the calculation agent will exercise its
judgment in good faith when performing its functions, potential conflicts of interest may exist between the calculation agent and you.
Our Economic Interests And Those Of Any Dealer
Participating In The Offering Of Securities Will Potentially Be Adverse To Your Interests.
You should be aware of the following ways in which
our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating
dealer,” will potentially be adverse to your interests as an investor in the securities. In engaging in certain of the activities
described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of
and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive
a favorable investment return on the securities.
| · | Research reports by our affiliates
or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the price
of an Underlying Stock. |
| · | Business activities of our affiliates
or any participating dealer or its affiliates with an Underlying Stock Issuer; |
| · | Hedging activities by our affiliates
or any participating dealer or its affiliates may adversely affect the price of an Underlying Stock. |
| · | Trading activities by our affiliates
or any participating dealer or its affiliates may adversely affect the price of an Underlying Stock. |
| · | A
participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling
concession and/or any fee, creating a further incentive for the participating dealer to sell the securities to you. |
Risks Relating To Tax
The U.S. Federal Tax Consequences Of An Investment
In The Securities Are Unclear.
There is no direct legal authority regarding the
proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the U.S. Internal Revenue Service (the
“IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might
not agree with the treatment of the securities as income-bearing prepaid cash-settled derivative contracts. If the IRS were successful
in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might
be materially and adversely affected. As described under “Material U.S. Federal Income Tax Consequences” in the underlying
supplement, the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal
income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, including
the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding
tax, possibly with retroactive effect.
Both U.S. and non-U.S. persons considering an
investment in the securities should review carefully “Summary of U.S. Federal Income Tax Consequences” in this pricing supplement
and “Material U.S. Federal Income Tax Consequences” in the underlying supplement and consult their tax advisors regarding
the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments and the issues presented
by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
There Can Be No Assurance That The Canadian
Federal Income Tax Consequences Of An Investment In The Securities Will Not Change In The Future.
There can be no assurance that Canadian federal
income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency
will not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal income tax consequences of
investing in the securities, please read the section entitled “Certain Canadian Federal Income Tax Considerations” in this
pricing supplement as well as the section entitled “Material Income Tax Consequences—Canadian Taxation” in the accompanying
prospectus. You should consult your tax advisor with respect to your own particular situation.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
If the securities are automatically called:
If the securities are automatically called prior
to maturity, you will receive the face amount of your securities plus a final Contingent Coupon Payment on the Call Payment Date. In the
event the securities are automatically called, your total return on the securities will equal any Contingent Coupon Payments received
prior to the Call Payment Date and the Contingent Coupon Payment received on the Call Payment Date.
If the securities are not automatically called:
If the securities are not automatically called
prior to maturity, the following table illustrates, for a range of hypothetical Performance Factors of the Lowest Performing Stock on
the Final Calculation Day, and the hypothetical Maturity Payment Amount payable at maturity per security (excluding the final Contingent
Coupon Payment, if any). The Performance Factor of the Lowest Performing Stock on the Final Calculation Day is its Ending Price expressed
as a percentage of its Starting Price (i.e., its Ending Price divided by its Starting Price).
|
Hypothetical
Performance Factor of
Lowest Performing Stock
on Final Calculation Day |
|
Hypothetical Maturity Payment
Amount Per Security |
|
200.00% |
|
$1,000.00 |
|
175.00% |
|
$1,000.00 |
|
150.00% |
|
$1,000.00 |
|
125.00% |
|
$1,000.00 |
|
100.00% |
|
$1,000.00 |
|
85.00% |
|
$1,000.00 |
|
70.00% |
|
$1,000.00 |
|
69.00% |
|
$690.00 |
|
50.00% |
|
$500.00 |
|
40.00% |
|
$400.00 |
|
25.00% |
|
$250.00 |
|
0.00% |
|
$0.00 |
The above figures do not take into account Contingent
Coupon Payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive return based
solely on the Maturity Payment Amount; any positive return will be based solely on the Contingent Coupon Payments, if any, received during
the term of the securities.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. If the securities are not automatically called prior to maturity, the actual amount
you will receive at maturity will depend on the actual Starting Price, Downside Threshold Price
and Ending Price of the Lowest Performing Stock. The performance of the better performing Underlying Stocks is not relevant to your return
on the securities.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Hypothetical Contingent Coupon Payments |
Set forth below are examples that illustrate how
to determine whether a Contingent Coupon Payment will be paid and whether the securities will be automatically called, if applicable,
on a Coupon Payment Date prior to maturity. The examples do not reflect any specific Coupon Payment Date. The following examples assume
that the securities are subject to automatic call on the applicable Call Observation Date. The first Call Observation Date is approximately
six months after the Issue Date. The following examples reflect the Contingent Coupon Rate of 16.50% per annum and assume the hypothetical
Starting Price, Coupon Threshold Price and Stock Closing Prices for each Underlying Stock indicated in the examples. The terms used for
purposes of these hypothetical examples do not represent any actual Starting Price or Coupon Threshold Price. The hypothetical Starting
Price of $100.00 for each Underlying Stock has been chosen for illustrative purposes only and does not represent the actual Starting Price
for any Underlying Stock. The actual Starting Price and Coupon Threshold Price for each Underlying Stock are set forth under “Terms
of the Securities” above. For historical data regarding the actual Closing Prices of the Underlying Stocks, see the historical information
set forth under the section titled “The Underlying Stocks” below. These examples are for purposes of illustration only and
the values used in the examples may have been rounded for ease of analysis.
Example 1. The Stock Closing Price of
the Lowest Performing Stock on the relevant Calculation Day is greater than or equal to its Coupon Threshold Price and less than its Starting
Price. As a result, investors receive a Contingent Coupon Payment on the applicable Coupon Payment Date and the securities are not automatically
called.
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Stock Closing Price on relevant Calculation Day: |
$90.00 |
$95.00 |
$80.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Stock Closing Price on relevant Calculation Day divided by Starting Price): |
90.00% |
95.00% |
80.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the relevant Calculation Day.
In this example, the META has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the relevant Calculation Day.
Step 2: Determine whether a
Contingent Coupon Payment will be paid and whether the securities will be automatically called on the applicable Coupon Payment Date.
Since the hypothetical Stock Closing
Price of the Lowest Performing Stock on the relevant Calculation Day is greater than or equal to its Coupon Threshold Price, but less
than its Starting Price, you would receive a Contingent Coupon Payment on the applicable Coupon Payment Date and the securities would
not be automatically called. The Contingent Coupon Payment would be equal to $41.25 per security, determined as follows: (i) $1,000 multiplied
by 16.50% per annum divided by (ii) 4, rounded to the nearest cent.
Example 2. The Stock Closing Price of the Lowest
Performing Stock on the relevant Calculation Day is less than its Coupon Threshold Price. As a result, investors do not receive a Contingent
Coupon Payment on the applicable Coupon Payment Date and the securities are not automatically called.
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Stock Closing Price on relevant Calculation Day: |
$69.00 |
$125.00 |
$105.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Stock Closing Price on relevant Calculation Day divided by Starting Price): |
69.00% |
125.00% |
105.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the relevant Calculation Day.
In this example, the AMZN has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the relevant Calculation Day.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Step 2: Determine whether a
Contingent Coupon Payment will be paid and whether the securities will be automatically called on the applicable Coupon Payment Date.
Since the hypothetical Stock Closing
Price of the Lowest Performing Stock on the relevant Calculation Day is less than its Coupon Threshold Price, you would not receive a
Contingent Coupon Payment on the applicable Coupon Payment Date. In addition, the securities would not be automatically called, even though
the Stock Closing Prices of the better performing Underlying Stocks on the relevant Calculation Day are greater than their Starting Prices.
As this example illustrates, whether you receive a Contingent Coupon Payment and whether the securities are automatically called on a
Coupon Payment Date will depend solely on the Stock Closing Price of the Lowest Performing Stock on the relevant Calculation Day. The
performance of the better performing Underlying Stocks is not relevant to your return on the securities.
Example 3. The Stock Closing Price of
the Lowest Performing Stock on the relevant Calculation Day is greater than or equal to its Starting Price. As a result, the securities
are automatically called on the applicable Coupon Payment Date for the face amount plus a final Contingent Coupon Payment.
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Stock Closing Price on relevant Calculation Day: |
$115.00 |
$105.00 |
$130.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Stock Closing Price on relevant Calculation Day divided by Starting Price): |
115.00% |
105.00% |
130.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the relevant Calculation Day.
In this example, the GOOGL has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the relevant Calculation Day.
Step 2: Determine whether a
Contingent Coupon Payment will be paid and whether the securities will be automatically called on the applicable Coupon Payment Date.
Since the hypothetical Stock Closing
Price of the Lowest Performing Stock on the relevant Calculation Day is greater than or equal to its Starting Price, the securities would
be automatically called and you would receive the face amount plus a final Contingent Coupon Payment on the applicable Coupon Payment
Date, which is also referred to as the Call Payment Date. On the Call Payment Date, you would receive $1,041.25 per security.
You will not receive any further payments
after the Call Payment Date.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Hypothetical Maturity Payment Amount |
Set forth below are examples of calculations of
the Maturity Payment Amount payable at maturity, assuming that the securities have not been automatically called prior to maturity and
assuming the hypothetical Starting Price, Coupon Threshold Price, Downside Threshold Price and Ending Price for each Underlying Stock
indicated in the examples. The terms used for purposes of these hypothetical examples do not represent any actual Starting Price, Coupon
Threshold Price, Downside Threshold Price or Ending Price. The hypothetical Starting Price of $100.00 for each Underlying Stock has been
chosen for illustrative purposes only and does not represent the actual Starting Price for any Underlying Stock. The actual Starting Price,
Coupon Threshold Price and Downside Threshold Price for each Underlying Stock are set forth under “Terms of the Securities”
above. For historical data regarding the actual Closing Prices of the Underlying Stocks, see the historical information set forth under
the section titled “The Underlying Stocks” below. These examples are for purposes of illustration only and the values used
in the examples may have been rounded for ease of analysis.
Example 1. The Ending Price of the Lowest
Performing Stock on the Final Calculation Day is greater than its Starting Price, the Maturity Payment Amount is equal to the face amount
of your securities at maturity and you receive a final Contingent Coupon Payment:
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Ending Price: |
$145.00 |
$135.00 |
$125.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Hypothetical Downside Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Ending Price divided by Starting Price): |
145.00% |
135.00% |
125.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the Final Calculation Day.
In this example, the META has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the Final Calculation Day.
Step 2: Determine the Maturity
Payment Amount based on the Ending Price of the Lowest Performing Stock on the Final Calculation Day.
Since the hypothetical Ending Price of the Lowest
Performing Stock on the Final Calculation Day is greater than its hypothetical Downside Threshold Price, the Maturity Payment Amount would
equal the face amount. Although the hypothetical Ending Price of the Lowest Performing Stock on the Final Calculation Day is significantly
greater than its hypothetical Starting Price in this scenario, the Maturity Payment Amount will not exceed the face amount.
In addition to any Contingent Coupon Payments
received during the term of the securities, at maturity you would receive $1,000 per security. In addition, because the hypothetical Ending
Price of the Lowest Performing Stock on the Final Calculation Day is greater than its Coupon Threshold Price, you would receive a final
Contingent Coupon Payment on the Stated Maturity Date.
Example 2. The Ending Price of the Lowest
Performing Stock on the Final Calculation Day is less than its Starting Price but greater than its Downside Threshold Price and its Coupon
Threshold Price, the Maturity Payment Amount is equal to the face amount of your securities at maturity and you receive a final Contingent
Coupon Payment:
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Ending Price: |
$90.00 |
$115.00 |
$110.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Hypothetical Downside Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Ending Price divided by Starting Price): |
90.00% |
115.00% |
110.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the Final Calculation Day.
In this example, the AMZN has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the Final Calculation Day.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Step 2: Determine the Maturity
Payment Amount based on the Ending Price of the Lowest Performing Stock on the Final Calculation Day.
Since the hypothetical Ending Price of
the Lowest Performing Stock on the Final Calculation Day is less than its hypothetical Starting Price, but not by more than 30%, you would
receive the face amount of your securities at maturity.
In addition to any Contingent Coupon Payments
received during the term of the securities, at maturity you would receive $1,000 per security. In addition, because the hypothetical Ending
Price of the Lowest Performing Stock on the Final Calculation Day is greater than its Coupon Threshold Price, you would receive a final
Contingent Coupon Payment on the Stated Maturity Date.
Example 3. The Ending Price of the Lowest Performing
Stock on the Final Calculation Day is less than its Downside Threshold Price, the Maturity Payment Amount is less than the face amount
of your securities at maturity and you do not receive a final Contingent Coupon Payment:
|
AMZN |
GOOGL |
META |
Hypothetical Starting Price: |
$100.00 |
$100.00 |
$100.00 |
Hypothetical Ending Price: |
$120.00 |
$45.00 |
$90.00 |
Hypothetical Coupon Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Hypothetical Downside Threshold Price: |
$70.00 |
$70.00 |
$70.00 |
Performance Factor (Ending Price divided by Starting Price): |
120.00% |
45.00% |
90.00% |
Step 1: Determine which Underlying
Stock is the Lowest Performing Stock on the Final Calculation Day.
In this example, the GOOGL has the lowest
Performance Factor and is, therefore, the Lowest Performing Stock on the Final Calculation Day.
Step 2: Determine the Maturity
Payment Amount based on the Ending Price of the Lowest Performing Stock on the Final Calculation Day.
Since the hypothetical Ending Price of
the Lowest Performing Stock on the Final Calculation Day is less than its hypothetical Starting Price by more than 30%, you would lose
a portion of the face amount of your securities and receive the Maturity Payment Amount equal to $450.00 per security, calculated as follows:
= $1,000× Performance
Factor of the Lowest Performing Stock on the Final Calculation Day
= $1,000 × 45.00%
= $450.00
In addition to any Contingent Coupon
Payments received during the term of the securities, at maturity you would receive $450.00 per security. Because the hypothetical Ending
Price of the Lowest Performing Stock on the Final Calculation Day is less than its Coupon Threshold Price, you would not receive a final
Contingent Coupon Payment on the Stated Maturity Date.
These examples illustrate that you will not participate
in any appreciation of any Underlying Stock, but will be fully exposed to a decrease in the Lowest Performing Stock if the securities
are not automatically called prior to maturity and the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less
than its Downside Threshold Price, even if the Ending Prices of the other Underlying Stocks have appreciated or have not declined below
their respective Downside Threshold Prices.
To the extent that the actual Starting Price,
Coupon Threshold Price, Downside Threshold Price and Ending Price of the Lowest Performing Stock differ from the values assumed above,
the results indicated above would be different.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Amazon.com, Inc.
Amazon.com, Inc. is an online retailer that offers
a range of products. The company’s products include books, music, videotapes, computers, electronics, home and garden, and other
products. The company offers personalized shopping services, web-based credit card payment, and direct shipping to customers. Information
filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1018724 or SEC file number:
000-22513. This Underlying Stock trades on the Nasdaq Global Select Market under the symbol “AMZN.”
Alphabet Inc.
Alphabet Inc. operates as a holding company. The
company, through its subsidiaries, provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer
content, enterprise solutions, commerce, and hardware products. Information filed by the company with the SEC under the Exchange Act can
be located by reference to its SEC CIK number: 1652044 or SEC file number: 001-37580. This Underlying Stock trades on The Nasdaq Stock
Market LLC under the symbol “GOOGL.”
Meta Platforms, Inc.
Meta Platforms, Inc. (formerly Facebook, Inc.)
operates as a social technology company. The company builds applications and technologies that help people connect, find communities,
and grow businesses. The company is also involved in advertisements, augmented, and virtual reality. Information filed by the company
with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1326801 or SEC file number: 001-35551. This Underlying
Stock trades on The Nasdaq Stock Market LLC under the symbol “META.”
Historical Data
We obtained the Closing Prices of the Underlying
Stocks in the graphs below from Bloomberg Finance L.P. (“Bloomberg”) without independent verification. The historical performance
of the Underlying Stocks should not be taken as an indication of future performance, and no assurances can be given as to the Closing
Price of any Underlying Stock on the Calculation Days. We cannot give you assurance that the performance of the Underlying Stocks will
result in the return of any of your investment.
The following graphs set forth daily Closing Prices
of the Underlying Stocks for the period from January 1, 2019 to December 18, 2024. On December 18, 2024, the Closing Price was $220.52
for the AMZN, $188.40 for the GOOGL and $597.19 for the META.
Historical
Performance of AMZN
Source:
Bloomberg
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Historical Performance
of GOOGL
Source: Bloomberg
Historical
Performance of META
Source: Bloomberg
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
The Estimated Value of the Securities |
The estimated value of the securities set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the securities, valued using our internal funding rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the securities. The estimated value does not represent a minimum price at which Wells Fargo Securities or any other person would be willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Risk Factors—Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the securities is derived from the Bank’s or a third party hedge provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s estimated value of the securities was determined when the terms of the securities were set based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors—Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s estimated value of the securities is lower than the original offering price of the securities because costs associated with selling, structuring and hedging the securities are included in the original offering price of the securities. These costs include the selling commissions paid to affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the securities. See “Risk Factors—Our Estimated Value of the Securities Is Lower Than The Original Offering Price Of The Securities” in this pricing supplement.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Summary
of U.S. Federal Income Tax Consequences |
The following discussion is a brief summary of
the material U.S. federal income tax considerations relating to an investment in the securities. The following summary is not complete
and is both qualified and supplemented by, or in some cases supplements, the discussion entitled “Material U.S. Federal Income Tax
Consequences” in the underlying supplement, which you should carefully review prior to investing in the securities. It applies only
to those U.S. Holders who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
The U.S. federal income tax consequences of your
investment in the securities are uncertain. No statutory, judicial or administrative authority directly discusses how the securities should
be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable
to treat the securities as income-bearing prepaid cash-settled derivative contracts. By purchasing the securities, you agree to treat
the securities in this manner for all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize
capital gain or loss upon the sale, exchange, redemption or payment on maturity in an amount equal to the difference between the amount
you receive at such time and the amount that you paid for your securities. Such gain or loss should generally be long-term capital gain
or loss if you have held your securities for more than one year. Although the tax treatment of the Contingent Coupon Payments is unclear,
we intend to treat any Contingent Coupon Payments, including on the Maturity Date, as ordinary income includible in income by you at the
time it accrues or is received in accordance with your normal method of accounting for U.S. federal income tax purposes. Non-U.S. Holders
should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” in the underlying
supplement.
The expected characterization of the securities
is not binding on the IRS or the courts. Thus, it is possible that the IRS would seek to characterize your securities in a manner that
results in tax consequences to you that are different from those described above or in the accompanying underlying supplement. For a more
detailed discussion of certain alternative characterizations with respect to your securities and certain other considerations with respect
to your investment in the securities, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the underlying supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative
characterization of the securities for U.S. federal income tax or other tax purposes.
With respect to the discussion in the underlying
supplement regarding “dividend equivalent” payments, the IRS has issued a notice that provides that withholding on dividend
equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Based
on our determination that the securities are not “delta-one” instruments, Non-U.S. Holders should not be subject to withholding
on dividend equivalent payments, if any, under the securities. For a more detailed discussion of withholding responsibilities on dividend
equivalent payments, Non-U.S. Holders should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S.
Holders” in the underlying supplement and consult with their own tax advisors.
You should consult your tax advisor as to the
tax consequences of such characterization and any possible alternative characterizations of the securities for U.S. federal income tax
purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment
in the securities in your particular circumstances, including the application of state, local or other tax laws and the possible effects
of changes in federal or other tax laws.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Certain Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon
LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income
Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser
who acquires beneficial ownership of a security pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and
at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any
transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the security; (c) does not use or hold and
is not deemed to use or hold the security in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments
(including any interest and principal) made on the security; (e) is not a, and deals at arm’s length with any, “specified
shareholder” of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect
of which CIBC or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers
the security is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each
case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to
non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable
to a holder described herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises
within the meaning of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid
Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty
as to their interpretation and application.
This summary is supplemental to and should be
read together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning securities
under “Material Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder
should carefully read that description as well.
This summary is of a general nature only and
is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders
are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding
of the Canada Revenue Agency’s administrative policies and having regard to the terms of the securities, interest payable on the
securities should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly,
a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed
to have been paid or credited by CIBC on a security as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own
advisors regarding the consequences to them of a disposition of the securities to a person with whom they are not dealing at arm’s
length for purposes of the Canadian Tax Act.
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked
to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock
of Meta Platforms, Inc. due December 23, 2027 |
|
Validity of the Securities |
In the opinion of Blake, Cassels & Graydon
LLP, as Canadian counsel to the Bank, the issue and sale of the securities has been duly authorized by all necessary corporate action
of the Bank in conformity with the indenture, and when the securities have been duly executed, authenticated and issued in accordance
with the indenture, the securities will be validly issued and, to the extent validity of the securities is a matter governed by the laws
of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable
bankruptcy, insolvency and other laws of general application affecting creditors’ rights, equitable principles, and subject to limitations
as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given
as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition,
this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and
the genuineness of signature, and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as
stated in the opinion letter of such counsel dated June 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the securities
have been duly completed in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying
product supplement, underlying supplement, prospectus supplement and prospectus, the securities will constitute valid and binding obligations
of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. This opinion
is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about
the trustee’s authorization, execution and delivery of the indenture and such counsel’s reliance on the Bank and other sources
as to certain factual matters, all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s
Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
F-3
424B2
EX-FILING FEES
333-272447
0001045520
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
0001045520
2024-12-18
2024-12-18
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
F-3
|
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
|
The maximum aggregate offering price of the securities to which the prospectus relates is $4,354,000. The prospectus is a final prospectus for the related offering.
|
|
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