Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
PRICING SUPPLEMENT dated February
29, 2024
(To Product Supplement No. WF-1 dated September 5, 2023,
Equity Index 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 |
Senior Global Medium-Term Notes |
Market Linked Securities—Upside
Participation with Contingent Minimum Return and Fixed Percentage Buffered Downside |
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6, 2029 |
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Linked
to the EURO STOXX 50® Index |
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Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a Maturity Payment Amount that may be greater than, equal to or less than the face amount of the securities, depending on the performance of the Index from the Starting Level to the Ending Level. The Maturity Payment Amount will reflect the following terms: |
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If
the level of the Index increases or remains unchanged, you will receive the face amount plus the greater of (i) the Contingent
Minimum Return of 47.00% of the face amount and (ii) 100% of the percentage increase
in the level of the Index from the Starting Level |
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If
the level of the Index decreases but the decrease is not more than the Buffer Amount of 30%, you will receive the face amount |
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If
the level of the Index decreases by more than the Buffer Amount, you will receive less than the face amount and have 1-to-1 downside
exposure to the decrease in the level of the Index in excess of the Buffer Amount |
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Investors
may lose up to 70.00% of the face amount |
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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 securities included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose
all or some of your investment |
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No
periodic interest payments or dividends |
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No
exchange listing; designed to be held to maturity |
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-7 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 |
$1,000.00 |
$38.70 |
$961.30 |
Total |
$3,009,000.00 |
$116,448.30 |
$2,892,551.70 |
(1) |
The agent, Wells Fargo Securities, LLC (“Wells Fargo Securities”), will receive an underwriting discount of $38.70 per security. The agent may resell the securities to other securities dealers at the original offering price less a concession of $30.00 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 $1.20 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 $1.00 per security to selected securities dealers in consideration for marketing and other services in connection
with the distribution of the securities to other securities dealers.
Our estimated value of the securities on the Pricing
Date, based on our internal pricing models, is $936.30 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 |
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Market Linked Securities—Upside Participation
with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal
at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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Issuer: |
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Canadian Imperial Bank of Commerce |
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Market Measure: |
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The EURO STOXX 50® Index (Bloomberg ticker symbol “SX5E”) (the “Index”) |
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Original Offering
Price:
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$1,000 per security. |
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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. |
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Pricing Date: |
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February 29, 2024 |
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Issue Date: |
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March 5, 2024 |
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Calculation Day: |
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March 1, 2029, subject to postponement for non-Trading Days and the occurrence of a Market Disruption Event. See “—Market Disruption Events and Postponement Provisions” below. |
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Stated Maturity Date: |
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March 6, 2029, 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. |
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Maturity Payment Amount: |
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On the Stated Maturity Date, you will be entitled
to receive a cash payment per security in U.S. dollars equal to the Maturity Payment Amount. The “Maturity Payment Amount”
per security will equal:
· if the Ending Level is
greater than or equal to the Starting Level: $1,000 plus the greater of:
(i)
the Contingent Minimum Return; and
(ii)
$1,000 × Index Return;
·
if the Ending Level is less than the Starting Level but greater than or equal to the Threshold Level:
$1,000; or
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if the Ending Level is less than the Threshold Level:
$1,000 + [$1,000 × (Index Return + Buffer
Amount)]
If the Ending Level is less than the Threshold
Level, you will have 1-to-1 downside exposure to the decrease in the level of the Index in excess of the Buffer Amount and will lose some,
and possibly up to 70%, of the face amount of your securities at maturity.
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Contingent Minimum Return: |
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47.00% of the face amount ($470.00 per security) |
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Threshold Level: |
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3,414.439, which is equal to 70.00% of the Starting Level. |
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Buffer Amount: |
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30.00% |
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Index Return: |
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The “Index Return” is the percentage change from the Starting Level to the Ending Level, measured as follows:
Ending
Level – Starting Level
Starting Level |
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Starting Level: |
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4,877.77, the Closing Level of the Index on the Pricing Date. |
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Ending Level: |
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The Closing Level of the Index on the Calculation Day. |
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Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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Closing Level: |
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As defined under “General Terms of the Securities—Certain Terms for Securities Linked to an Index—Certain Definitions” in the accompanying product supplement. |
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Market Disruption Events and Postponement Provisions: |
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The 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
Calculation Day is postponed and will be adjusted for non-Business Days.
For more information regarding adjustments to
the Calculation Day and the Stated Maturity Date, see “General Terms of the Securities—Consequences of a Market Disruption
Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates”
in the accompanying product supplement. 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 Index—Market Disruption Events”
in the accompanying product supplement.
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Calculation Agent: |
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CIBC |
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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. |
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Agent’s Underwriting Discount and Other Fees: |
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Wells Fargo Securities. The agent will receive
an underwriting discount of $38.70 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 $30.00 per security. Such securities
dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $1.20 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 $1.00 per security to selected securities dealers in consideration for marketing and
other services in connection with the distribution of the securities to other securities dealers.
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.
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Denominations: |
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$1,000 and any integral multiple of $1,000. |
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CUSIP / ISIN: |
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13607XQD2 / US13607XQD20 |
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Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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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 Equity Index
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, Wells Fargo Securities or any of our
respective 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.
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/1045520/000110465923098170/tm2322483d89_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—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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The securities are not appropriate for all
investors. The securities may be an appropriate investment for investors who:
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seek a Contingent Minimum Return at maturity of 47.00% of the face amount if the Ending Level is greater than or equal to the Starting Level; |
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seek 100% participation in the upside performance of the Index, resulting in a return at maturity greater than the Contingent Minimum Return, if the percentage increase in the level of the Index from the Starting Level to the Ending Level is greater than the Contingent Minimum Return; |
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desire to limit downside exposure to the Index through the Buffer Amount; |
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are willing to accept the risk that, if the Ending Level is less than the Starting Level by more than the Buffer Amount, they will lose some, and possibly up to 70%, of the face amount at maturity; |
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are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and |
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are willing to hold the securities until maturity. |
The securities may not be an appropriate investment
for investors who:
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seek a liquid investment or are unable or unwilling to hold the securities to maturity; |
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are unwilling to accept the risk that the Ending Level of the Index may decrease from the Starting Level by more than the Buffer Amount; |
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seek full return at maturity of the face amount of the securities; |
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are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price; |
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are unwilling to accept the risk of exposure to the Index; |
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seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the Maturity Payment Amount for the securities; |
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are unwilling to accept the credit risk of CIBC; or |
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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—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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Determining Maturity Payment Amount |
On the Stated Maturity Date, you will receive a cash payment per security
(the Maturity Payment Amount) calculated as follows:
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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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 Ending Level Is Less Than The Threshold
Level, You Will Lose Some, And Possibly Up To 70%, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities
on the Stated Maturity Date. The Maturity Payment Amount will depend on the direction of and percentage change in the Ending Level of
the Index relative to the Starting Level and the other terms of the securities. Because the level of the Index will be subject to market
fluctuations, the Maturity Payment Amount may be more or less, and possibly significantly less, than the face amount of your securities.
If the Ending Level is less than the Threshold
Level, the Maturity Payment Amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the
level of the Index in excess of the Buffer Amount, resulting in a loss of 1% of the face amount for every 1% decrease in the level of
the Index in excess of the Buffer Amount. The Threshold Level is 70% of the Starting Level. As a result, if the Ending Level is less than
the Threshold Level, you will lose some, and possibly up to 70%, of the face amount at maturity. This is the case even if the level of
the Index is greater than or equal to the Starting Level or the Threshold Level at certain times during the term of the securities.
No Periodic Interest Will Be Paid On The Securities.
No periodic interest will be paid on the securities.
However, if the securities were classified for U.S. federal income tax purposes as contingent payment debt instruments rather than prepaid
cash-settled derivative contracts, you would be required to accrue interest income over the
term of your 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.
The Stated Maturity Date May Be Postponed If
The Calculation Day Is Postponed.
The Calculation Day will be postponed if the originally
scheduled Calculation Day is not a Trading Day or if the calculation agent determines that a Market Disruption Event has occurred or is
continuing on that day. If such a postponement occurs, the Stated Maturity Date will be the later of (i) the initial Stated Maturity
Date and (ii) three Business Days after the Calculation Day, as postponed.
The Securities Are Riskier Than Securities
With A Shorter Term.
The securities are relatively long-dated. Therefore,
many of the risks of the securities are heightened as compared to securities with a shorter term, as you will be subject to those risks
for a longer period of time. In addition, the value of a longer-dated security is typically less than the value of an otherwise comparable
security with a shorter term.
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 securities included in the Index 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.
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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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 five-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 five-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.
The Value Of The Securities Prior To Maturity
Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to maturity
will be affected by the then-current level of the Index, 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: Index performance; volatility of the Index; economic and other conditions
generally; interest rates; dividend yields on securities included in the Index; 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
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
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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 level
of the Index. Because numerous factors are expected to affect the value of the securities, changes in the level of the Index 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. This may affect the price
you receive upon such sale. Consequently, you should be willing to hold the securities to maturity.
Risks Relating To The Index
An Investment In The Securities Is Subject
To Risks Associated With Foreign Securities Markets.
The Index includes the stocks of foreign companies,
and investments in securities linked to the value of foreign equity securities involve particular risks. Foreign securities markets may
have less liquidity and may be more volatile than the U.S. securities markets, and market developments may affect foreign markets differently
than U.S. securities markets. Direct or indirect government intervention to stabilize a foreign securities market, as well as cross-shareholdings
in foreign companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information
about non-U.S. companies that are not subject to the reporting requirements of the Securities and Exchange Commission, and non-U.S. companies
are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting
companies.
The prices and performance of securities of non-U.S.
companies are subject to political, economic, financial, military and social factors which could negatively affect foreign securities
markets, including the possibility of recent or future changes in a foreign government’s economic, monetary and fiscal policies,
the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments
in foreign equity securities, the possibility of imposition of withholding taxes on dividend income, the possibility of fluctuations in
the rate of exchange between currencies, the possibility of outbreaks of hostility or political instability and the possibility of natural
disaster or adverse public health developments. Moreover, the relevant non-U.S. economies may differ favorably or unfavorably from the
U.S. economy in important respects, such as growth of gross national product, rate of inflation, trade surpluses or deficits, capital
reinvestment, resources and self-sufficiency. In addition, the United Kingdom ceased to be a member of the European Union on January 31,
2020 (popularly known as “Brexit”). The effect of Brexit is uncertain, and Brexit has contributed and may continue to contribute
to volatility in the prices of securities of companies located in Europe and currency exchange rates, including the valuation of the euro
and British pound in particular.
The stocks included in the Index are listed on
foreign stock exchanges. A foreign stock exchange may impose trading limitations intended to prevent extreme fluctuations in individual
security prices and may suspend trading in certain circumstances. These actions could limit variations in the Closing Level of the Index
which could, in turn, adversely affect the return on the securities.
The Securities Will Not Be Adjusted For Changes
In Exchange Rates.
Although the equity securities that are included
in the Index are traded in the foreign currencies, and your securities are denominated in U.S. dollars, the Index and the amount payable
on the securities will not be adjusted for changes in the exchange rates between the U.S. dollar and the foreign currencies. Changes in
exchange rates, however, may also reflect changes in the foreign economies that in turn may affect the level of the Index, and therefore
the return on your securities. The amount we will pay in respect of your securities will be determined solely in accordance with the procedures
described in this pricing supplement.
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 Level and the Ending Level, calculating the Maturity Payment Amount,
determining whether adjustments should be made to the Ending Level,
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
determining whether a Market Disruption Event has occurred on the
scheduled Calculation Day, which may result in postponement of the Calculation Day; determining the Closing Level of the Index if the
Calculation Day is postponed to the last day to which it may be postponed and a Market Disruption Event occurs on that day; if publication
of the Index is discontinued, selecting a successor or, if no successor is available, determining the Closing Level on the Calculation
Day; and determining whether to adjust the Closing Level of the Index on the Calculation Day in the event of certain changes in or modifications
to the Index. 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 level
of the Index. |
| · | Business activities of our affiliates
or any participating dealer or its affiliates with the companies whose securities are included in the Index may adversely affect the level
of the Index. |
| · | Hedging activities by our affiliates
or any participating dealer or its affiliates may adversely affect the level of the Index. |
| · | Trading activities by our affiliates
or any participating dealer or its affiliates may adversely affect the level of the Index. |
| · | 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 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.
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—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
Hypothetical
Examples and Returns |
The payout profile, return table and examples
below illustrate the Maturity Payment Amount for a $1,000 face amount security on a hypothetical offering of securities under various
scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent
the actual Starting Level or Threshold Level. The hypothetical Starting Level of 100.00 has been chosen for illustrative purposes only
and does not represent the actual Starting Level. The actual Starting Level and Threshold Level are set forth under “Terms of the
Securities” above. For historical data regarding the actual Closing Levels of the Index, see the historical information set forth
herein. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000 per security.
These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The
actual Maturity Payment Amount and resulting pre-tax total rate of return will depend on the actual terms of the securities.
Contingent Minimum Return: |
47.00% of the face amount or $470.00 per security |
Hypothetical Starting Level: |
100.00 |
Hypothetical Threshold Level: |
70.00 (70% of the hypothetical Starting Level) |
Buffer Amount: |
30.00% |
Hypothetical Payout Profile
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
Hypothetical Returns
Hypothetical
Ending Level |
|
Hypothetical
Index Return |
|
Hypothetical Maturity
Payment Amount
Per Security |
|
Hypothetical
Pre-Tax Total Rate
of Return(1) |
200.00 |
|
100.00% |
|
$2,000.00 |
|
100.00% |
175.00 |
|
75.00% |
|
$1,750.00 |
|
75.00% |
150.00 |
|
50.00% |
|
$1,500.00 |
|
50.00% |
147.00 |
|
47.00% |
|
$1,470.00 |
|
47.00% |
140.00 |
|
40.00% |
|
$1,470.00 |
|
47.00% |
120.00 |
|
20.00% |
|
$1,470.00 |
|
47.00% |
105.00 |
|
5.00% |
|
$1,470.00 |
|
47.00% |
100.00 |
|
0.00% |
|
$1,470.00 |
|
47.00% |
90.00 |
|
-10.00% |
|
$1,000.00 |
|
0.00% |
80.00 |
|
-20.00% |
|
$1,000.00 |
|
0.00% |
70.00 |
|
-30.00% |
|
$1,000.00 |
|
0.00% |
69.00 |
|
-31.00% |
|
$990.00 |
|
-1.00% |
50.00 |
|
-50.00% |
|
$800.00 |
|
-20.00% |
25.00 |
|
-75.00% |
|
$550.00 |
|
-45.00% |
0.00 |
|
-100.00% |
|
$300.00 |
|
-70.00% |
(1) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the Maturity Payment Amount per security to the face amount of $1,000. |
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
Hypothetical Examples
Example
1. The Maturity Payment Amount is greater than the face amount and reflects a return greater than the Contingent Minimum Return,
which is equal to the percentage increase in the Closing Level of the Index from the hypothetical Starting Level to the hypothetical Ending
Level:
|
EURO STOXX 50®
Index |
Hypothetical Starting Level: |
100.00 |
Hypothetical Ending Level: |
150.00 |
Hypothetical Threshold Level: |
70.00 |
Hypothetical Index Return
(Ending Level – Starting Level)/Starting Level: |
50.00% |
Because the hypothetical Ending Level is greater
than the hypothetical Starting Level, the Maturity Payment Amount per security would be equal to the face amount of $1,000 plus
the greater of:
| (i) | the Contingent Minimum Return of $470.00; and |
| (ii) | $1,000 × Index Return |
| | |
$1,000 × 50.00%
= $500.00
On the Stated Maturity Date, you would receive
$1,500.00 per security.
Example
2. The Maturity Payment Amount is greater than the face amount and reflects a return equal to the Contingent Minimum Return,
which is greater than the percentage increase in the Closing Level of the Index from the hypothetical Starting Level to the hypothetical
Ending Level:
|
EURO STOXX 50®
Index |
Hypothetical Starting Level: |
100.00 |
Hypothetical Ending Level: |
120.00 |
Hypothetical Threshold Level: |
70.00 |
Hypothetical Index Return
(Ending Level – Starting Level)/Starting Level: |
20.00% |
Because the hypothetical Ending Level is greater
than the hypothetical Starting Level, the Maturity Payment Amount per security would be equal to the face amount of $1,000 plus
the greater of:
| (i) | the Contingent Minimum Return of $470.00; and |
| (ii) | $1,000 × Index Return |
| | |
$1,000 × 20.00%
= $200.00
On the Stated Maturity Date, you would receive
$1,470.00 per security.
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
Example
3. The Maturity Payment Amount is equal to the face amount, although the Closing Level of the Index decreased moderately
from the hypothetical Starting Level to the hypothetical Ending Level:
|
EURO STOXX 50®
Index |
Hypothetical Starting Level: |
100.00 |
Hypothetical Ending Level: |
90.00 |
Hypothetical Threshold Level: |
70.00 |
Hypothetical Index Return
(Ending Level – Starting Level)/Starting Level: |
-10.00% |
Because the hypothetical Ending Level is less
than the hypothetical Starting Level but not by more than the Buffer Amount, you would not lose any of the face amount of your securities.
On
the Stated Maturity Date, you would receive $1,000.00 per security, although the Index decreased moderately from its Starting Level
to its Ending Level.
Example 4. The Maturity Payment Amount
is less than the face amount:
|
EURO STOXX 50®
Index |
Hypothetical Starting Level: |
100.00 |
Hypothetical Ending Level: |
50.00 |
Hypothetical Threshold Level: |
70.00 |
Hypothetical Index Return
(Ending Level – Starting Level)/Starting Level: |
-50.00% |
Because the hypothetical Ending Level is less
than the hypothetical Starting Level by more than the Buffer Amount, you would lose a portion of the face amount of your securities and
receive the Maturity Payment Amount equal to:
$1,000 + [$1,000
× (Index Return + Buffer Amount)]
$1,000 + [ $1,000
× (-50.00% + 30%)]
= $800.00
On the Stated Maturity Date, you would receive
$800.00 per security.
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
The Index was created by STOXX Limited. The Index
represents the performance of the 50 largest companies among the 20 supersectors in terms of free-float market cap in Eurozone countries.
See “Index Descriptions—The EURO STOXX50® Index” beginning on page S-12 of the accompanying underlying
supplement for additional information about the Index.
Historical Data
We obtained the Closing Levels of the Index in
the graph below from Bloomberg Finance L.P. (“Bloomberg”) without independent verification. The historical performance of
the Index should not be taken as an indication of future performance, and no assurances can be given as to the Closing Level of the Index
on the Calculation Day. We cannot give you assurance that the performance of the Index will result in the return of any of your investment.
The following graph sets forth daily Closing Levels
of the Index for the period from January 1, 2019 to February 29, 2024. The Closing Level of the Index on February 29, 2024 was 4,877.77.
Historical Performance
of the EURO STOXX 50® Index |
Source: Bloomberg
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
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—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
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.
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 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. 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. Such alternate
treatments could include a requirement that a holder accrue ordinary income over the life of the securities or treat all gain or loss
at maturity as ordinary gain or loss. 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.
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—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
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 Proposals, 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 proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the revised proposals with respect to “hybrid
mismatch arrangements” included in the proposals to amend the Canadian Tax Act released by the Minister of Finance (Canada) on November
28, 2023 (the “Hybrid Mismatch Proposals”). Investors should note that the Hybrid Mismatch Proposals are in draft form, are
highly complex, and there remains significant uncertainty as to their interpretation and application. There can be no assurance that the
Hybrid Mismatch Proposals will be enacted in their current form, or at all.
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 securities to a person with whom they are not dealing at arm’s length
for purposes of the Canadian Tax Act.
Market Linked Securities—Upside Participation with Contingent Minimum
Return and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the EURO STOXX 50® Index due March 6,
2029 |
|
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.
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final prospectus for the related offering(s). The maximum aggregate offering
price of the related offering(s) is $3,009,000.00.
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