Filed
Pursuant to Rule 424(b)(2)
Registration No. 333-272447
| PRICING SUPPLEMENT dated March 4, 2024 |
|
| (To Equity Index Underlying Supplement dated September 5, 2023, |
 |
| Prospectus Supplement dated September 5, 2023 and |
| Prospectus dated September 5, 2023) |
|
Canadian Imperial Bank of Commerce
$2,393,000
Senior Global Medium-Term Notes
Digital S&P 500®
Index-Linked Notes due September 8, 2025
|
The notes do not bear interest. The
amount that you will be paid on your notes on the stated maturity date (September 8, 2025, subject to adjustment) is based on the
performance of the S&P 500® Index (the “underlier”) as measured from the trade date (March 4, 2024)
to and including the determination date (September 4, 2025, subject to adjustment). If the final underlier level on the
determination date is greater than or equal to 87.50% of the initial underlier level (5,130.95, which was the closing
level of the underlier on the trade date), you will receive the maximum settlement amount of $1,108.50 for each $1,000 principal
amount of your notes. If the final underlier level declines by more than 12.50% from the initial underlier level, the return on
your notes will be negative. You could lose your entire investment in the notes.
To determine your payment at maturity, we will calculate
the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the
stated maturity date, for each $1,000 principal amount of your notes, you will receive an amount in cash equal to:
| · | if the underlier return is greater than or equal to -12.50% (i.e. the final underlier level
is greater than or equal to 87.50% of the initial underlier level), the maximum settlement amount; or |
| · | if the underlier return is less than -12.50% (i.e. the final underlier level is less than
87.50% of the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) approximately 1.1429 times
(b) the sum of the underlier return plus 12.50% times (c) $1,000. This amount will be less than $1,000 and may
be zero. |
The notes have complex features and investing
in the notes involves risks not associated with an investment in conventional debt securities. See “Additional Risk Factors Specific
to Your Notes” beginning on page PRS-9 of this Pricing Supplement and “Risk Factors” beginning on page S-1 of the accompanying
Underlying Supplement.
Our estimated value of the notes on the trade date,
based on our internal pricing models, is $975.70 per note. The estimated value is less than the initial issue price of the notes. See
“Additional Information Regarding Estimated Value of the Notes” in this Pricing Supplement.
| |
Initial Issue Price |
Price to Public |
Agent’s Commission |
Proceeds to Issuer |
| Per Note |
$1,000.00 |
100.00% |
0.98% |
99.02% |
| Total |
$2,393,000.00 |
$2,393,000.00 |
$23,451.40 |
$2,369,548.60 |
The notes are unsecured obligations of Canadian
Imperial Bank of Commerce and all payments on the notes are subject to the credit risk of Canadian Imperial Bank of Commerce. The notes
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 notes are not bail-inable debt
securities (as defined on page 6 of the Prospectus). The notes will not be listed on any U.S. securities exchange.
Neither the United States Securities and Exchange
Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved of these securities or
determined if this Pricing Supplement or the accompanying Underlying Supplement, Prospectus Supplement or Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The issue price, agent’s commission and net
proceeds listed above relate to the notes we will sell initially. We may decide to sell additional notes after the trade date, at issue
prices and with agent’s commissions and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment will depend in part on the issue price you pay for your notes.
The Bank may use this Pricing Supplement in the
initial sale of the notes. Goldman Sachs & Co. LLC (“GS&Co.”) or any of its affiliates or agents may use this Pricing
Supplement in a market-making transaction in a note after its initial sale. Unless we, GS&Co. or any of our or its respective affiliates
or agents informs the purchaser otherwise in the confirmation of sale, this Pricing Supplement is being used in a market-making transaction.
We will deliver the notes in book-entry form
through the facilities of The Depository Trust Company (“DTC”) on March 11, 2024 against payment in immediately available
funds.
Goldman Sachs & Co. LLC
Digital S&P 500®
Index-Linked Notes due September 8, 2025
ADDITIONAL INFORMATION REGARDING ESTIMATED VALUE
OF THE NOTES
On the cover page of this Pricing Supplement, the
Bank has provided the initial estimated value range for the notes. This range of estimated values was determined by reference to the Bank’s
internal pricing models, which take into consideration certain factors, such as the Bank’s internal funding rate on the trade date
and the Bank’s assumptions about market parameters. For more information about the initial estimated value, see “Additional
Risk Factors Specific to Your Notes” beginning on page PRS-9 herein.
The economic terms of the notes (including the
maximum settlement amount) are based on the Bank’s internal funding rate, which is the rate the Bank would pay to borrow funds through
the issuance of similar market-linked notes, the agent’s commission and the economic terms of certain related hedging arrangements.
Due to these factors, the initial issue price you pay to purchase the notes is greater than the initial estimated value of the notes.
The Bank’s internal funding rate is typically lower than the rate the Bank would pay when it issues conventional fixed rate debt
securities, as discussed further under “Additional Risk Factors Specific to Your Notes — Neither the Bank’s nor GS&Co.’s
Estimated Value of the Notes at Any Time Is Determined by Reference to Credit Spreads or the Borrowing Rate the Bank Would Pay for Its
Conventional Fixed-Rate Debt Securities” in this Pricing Supplement. The Bank’s use of its internal funding rate reduces the
economic terms of the notes to you.
The value of your notes at any time will reflect
many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co.
would initially buy or sell notes in the secondary market (if GS&Co. makes a market, which it is not obligated to do) and the value
that GS&Co. will initially use for account statements and otherwise is equal to approximately GS&Co.’s estimate of the market
value of your notes on the trade date, based on its pricing models and taking into account the Bank’s internal funding rate, plus
an additional amount (initially equal to $27.00 per $1,000 principal amount).
Prior to June
4, 2024, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if
it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes
(as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will
decline to zero on a straight-line basis from the time of pricing through June 3, 2024). On and after June 4, 2024, the price (not including
GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately
the then-current estimated value of your notes determined by reference to such pricing models. For additional information regarding the
value of your notes shown in your GS&Co. account statements and the price at which GS&Co. would buy or sell your notes (if GS&Co.
makes a market, which it is not obligated to do), each based on GS&Co.’s pricing models; see “Additional Risk Factors
Specific to Your Notes — The Price at Which GS&Co. Would Buy Or Sell Your Notes (If GS&Co. Makes a Market, Which It Is Not
Obligated To Do) Will Be Based on GS&Co.’s Estimated Value of Your Notes” below.
Digital S&P 500®
Index-Linked Notes due September 8, 2025
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”) and the Equity Index Underlying Supplement dated September 5, 2023 (the “Underlying Supplement”), each
relating to our Senior Global Medium-Term Notes, for additional information about the notes. Information in this Pricing Supplement supersedes
information in the accompanying Underlying Supplement, Prospectus Supplement and Prospectus to the extent it is different from that information.
Certain defined terms used but not defined herein have the meanings set forth in the accompanying Underlying Supplement, Prospectus Supplement
or Prospectus.
You should rely only on the information contained
in or incorporated by reference in this Pricing Supplement and the accompanying 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 and the accompanying 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 GS&Co. 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 GS&Co. is not, making an offer
to sell the notes 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 or the accompanying 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 Underlying Supplement, Prospectus Supplement
or Prospectus constitutes an offer, or an invitation on our behalf or on behalf of GS&Co., to subscribe for and purchase any of the
notes 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.
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 accompanying Underlying Supplement,
Prospectus Supplement and 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):
| · | 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
Digital S&P 500®
Index-Linked Notes due September 8, 2025
SUMMARY INFORMATION
| We refer to the notes we are offering by this Pricing Supplement as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Terms used but not defined in this Pricing Supplement have the meanings set forth in the accompanying Underlying Supplement, Prospectus Supplement or Prospectus. This section is meant as a summary and should be read in conjunction with the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. This Pricing Supplement supersedes any conflicting provisions of the documents listed above. |
Key Terms
Issuer: Canadian Imperial Bank of Commerce
Underlier: The S&P 500®
Index (Bloomberg symbol, “SPX Index”), as published by S&P Dow Jones Indices LLC
Specified currency: U.S. dollars (“$”)
Principal amount: Each note will have a
principal amount of $1,000; $2,393,000 in the aggregate for all the offered notes; the aggregate principal amount of the offered notes
may be increased if the Issuer, at its sole option, decides to sell an additional amount of the offered notes on a date subsequent to
the trade date.
Minimum investment: $1,000 (one note)
Denominations: $1,000 and integral multiples
of $1,000 in excess thereof
Purchase at amount other than the principal
amount: The amount we will pay you on the stated maturity date for your notes will not be adjusted based on the issue price you pay
for your notes, so if you acquire notes at a premium (or a discount) to the principal amount and hold them to the stated maturity date,
it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would
have been had you purchased the notes at the principal amount. Also, the stated threshold level would not offer the same measure of protection
to your investment as would be the case if you had purchased the notes at the principal amount. Additionally, the cap level would be triggered
at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Additional Risk Factors
Specific to Your Notes — If You Purchase Your Notes at a Premium to the Principal Amount, the Return on Your Investment Will Be
Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected”
in this Pricing Supplement.
Cash settlement amount (on the stated maturity
date): For each $1,000 principal amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:
| · | if the final underlier level is greater than or equal to the threshold level, the threshold settlement
amount; or |
| · | if the final underlier level is less than the threshold level, the sum of (i) $1,000 plus
(ii) the product of (a) the buffer rate times (b) the sum of the underlier return plus the threshold amount
times (c) $1,000. In this case, the cash settlement amount will be less than the principal amount of the notes, and you will
lose some or all of the principal amount. |
Threshold level: 87.50% of the initial underlier
level
Threshold settlement amount: $1,108.50 per
note
Cap level: 110.85% of the initial underlier
level
Maximum settlement amount: The threshold
settlement amount
Threshold amount: 12.50%
Buffer rate: The quotient of the
initial underlier level divided by the threshold level, which equals approximately 114.29%
Initial underlier level: 5,130.95, which
was the closing level of the underlier on the trade date
Final underlier level: The closing level
of the underlier on the determination date
Underlier return: The quotient of
(1) the final underlier level minus the initial underlier level divided by (2) the initial underlier level, expressed as
a positive or negative percentage
Trade date: March 4, 2024
Original issue date (settlement date): March
11, 2024
Determination date: September 4, 2025, subject
to adjustment as described under “Certain Terms of the Notes—Valuation Dates” in the accompanying Underlying Supplement.
Digital S&P 500®
Index-Linked Notes due September 8, 2025
Stated maturity date: September 8, 2025,
subject to adjustment as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment
Dates and Maturity Date” in the accompanying Underlying Supplement.
Market disruption event: With respect to
any given trading day, any of the following will be a market disruption event with respect to the underlier:
| · | a suspension, absence or material limitation of trading in underlier stocks (as defined below) constituting
20% or more, by weight, of the underlier on their respective primary markets, in each case for more than two consecutive hours of trading
or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion, |
| · | a suspension, absence or material limitation of trading in option or futures contracts, if available,
relating to the underlier or to underlier stocks constituting 20% or more, by weight, of the underlier in their respective primary markets
for those contracts, in each case for more than two consecutive hours of trading or during the one-half hour before the close of trading
in that market, as determined by the calculation agent in its sole discretion, or |
| · | underlier stocks constituting 20% or more, by weight, of the underlier, or option or futures contracts,
if available, relating to the underlier or to underlier stocks constituting 20% or more, by weight, of the underlier do not trade on what
were the respective primary markets for those underlier stocks or contracts, as determined by the calculation agent in its sole discretion, |
and, in the case of any of these events, the calculation
agent determines in its sole discretion that the event could materially interfere with the ability of us or any of our affiliates or a
similarly situated party to unwind all or a material portion of a hedge that could be effected with respect to the notes. For more information
about hedging by us and/or any of our affiliates, see “Use of Proceeds and Hedging” in the accompanying Underlying Supplement.
The following events will not be market disruption
events with respect to the underlier:
| · | a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced
change in the regular business hours of the relevant market, and |
| · | a decision to permanently discontinue trading in the option or futures contracts relating to the underlier
or to any underlier stock. |
For this purpose, an “absence of trading”
in the primary securities market on which an underlier stock, or on which option or futures contracts, if available, relating to the underlier
or to any underlier stock are traded will not include any time when that market is itself closed for trading under ordinary circumstances.
In contrast, a suspension or limitation of trading in an underlier stock or in option or futures contracts, if available, relating to
the underlier or to any underlier stock in the primary market for that stock or those contracts, by reason of:
| · | a price change exceeding limits set by that market, |
| · | an imbalance of orders relating to that underlier stock or those contracts, or |
| · | a disparity in bid and ask quotes relating to that underlier stock or those contracts, |
will constitute a suspension or material limitation
of trading in that underlier stock or those contracts in that market.
Closing level: As described under “Certain
Terms of the Notes –– Certain Definitions –– Closing Level” in the accompanying Underlying Supplement
No listing: The offered notes will not be
listed on any securities exchange
Calculation agent: Canadian Imperial Bank
of Commerce. We may appoint a different calculation agent without your consent and without notifying you
CUSIP / ISIN: 13607XR74 / US13607XR748
Digital S&P 500®
Index-Linked Notes due September 8, 2025
SUPPLEMENTAL TERMS OF THE NOTES
For purposes of the notes offered by this Pricing
Supplement, all references to each of the following terms used in the accompanying Underlying Supplement will be deemed to refer to the
corresponding term used in this Pricing Supplement, as set forth in the table below:
| Underlying Supplement Term |
Pricing Supplement Term |
| Final Valuation Date |
determination date |
| maturity date |
stated maturity date |
| Reference Asset |
underlier |
| Index Sponsor |
underlier sponsor |
Digital S&P 500®
Index-Linked Notes due September 8, 2025
HYPOTHETICAL EXAMPLES
The following table and chart are provided for
purposes of illustration only. They should not be taken as an indication or prediction of future investment results and merely are intended
to illustrate the impact that the various hypothetical final underlier levels on the determination date could have on the cash settlement
amount at maturity assuming all other variables remain constant.
The examples below are based on a range of final
underlier levels that are entirely hypothetical; the underlier level on any day throughout the life of the notes, including the final
underlier level on the determination date, cannot be predicted. The underlier has been highly volatile in the past — meaning that
the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted for any future
period.
The information in the following examples reflects
hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date at the principal amount
and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will
depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in
the table below, such as interest rates, the volatility of the underlier and the creditworthiness of CIBC. In addition, the estimated
value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models used
by CIBC) is less than the initial issue price of your notes. For more information on the estimated value of your notes, see “Additional
Risk Factors Specific to Your Notes — The Bank’s Initial Estimated Value of the Notes at the Time of Pricing (When the Terms
of Your Notes Were Set on the Trade Date) Is Lower Than the Initial Issue Price of the Notes” in this Pricing Supplement and “Additional
Information Regarding Estimated Value of the Notes” in this Pricing Supplement. The information in the following hypothetical examples
also reflects the key terms and assumptions in the box below.
| Key Terms and Assumptions |
| Principal amount |
$1,000 |
| Threshold settlement amount |
$1,108.50 per note |
| Threshold level |
87.50% of the initial underlier level |
| Cap level |
110.85% of the initial underlier level |
| Maximum settlement amount |
$1,108.50 per note |
| Buffer rate |
Approximately 114.29% |
| Threshold amount |
12.50% |
|
Neither a market disruption event nor a non-trading day occurs on the
originally scheduled determination date
No change in or affecting any of the underlier
stocks or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the principal
amount and held to the stated maturity date
|
The actual performance of the underlier over the
life of your notes, as well as the cash settlement amount payable at maturity, if any, may bear little relation to the hypothetical examples
shown below or to the historical underlier levels shown elsewhere in this Pricing Supplement. For information about the historical levels
of the underlier during recent periods, see “The Underlier — Historical Closing Levels of the Underlier” below. Before
investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the
date of this Pricing Supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do
not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could
affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below
represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right
column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level, and are expressed
as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement
amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal amount
of the offered notes on the stated maturity date would equal 100.000% of the principal amount of a note, based on the corresponding hypothetical
final underlier level and the assumptions noted above.
Digital S&P 500®
Index-Linked Notes due September 8, 2025
|
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount
(as Percentage of Principal Amount)
|
| 150.000% |
110.850% |
| 125.000% |
110.850% |
| 110.850% |
110.850% |
| 100.000% |
110.850% |
| 96.000% |
110.850% |
| 92.000% |
110.850% |
| 87.500% |
110.850% |
| 86.500% |
98.857% |
| 75.000% |
85.714% |
| 50.000% |
57.143% |
| 25.000% |
28.571% |
| 0.000% |
0.000% |
If, for example, the final underlier level were
determined to be 25.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would
be approximately 28.571% of the principal amount of your notes, as shown in the table above. As a result, if you purchased your notes
on the original issue date at the principal amount and held them to the stated maturity date, you would lose approximately 71.429% of
your investment (if you purchased your notes at a premium to principal amount you would lose a correspondingly higher percentage of your
investment). If the final underlier level were determined to be 0.000% of the initial underlier level, you would lose your entire investment
in the notes. In addition, if the final underlier level were determined to be 150.000% of the initial underlier level, the cash settlement
amount that we would deliver on your notes at maturity would be capped at the maximum settlement amount, or 110.850% of each $1,000 principal
amount of your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit
from any final underlier level that is over 87.500% of the initial underlier level.
The following chart shows a graphical illustration
of the hypothetical cash settlement amounts that we would pay on your notes on the stated maturity date, if the final underlier level
were any of the hypothetical levels shown on the horizontal axis. The hypothetical cash settlement amounts in the chart are expressed
as percentages of the principal amount of your notes and the hypothetical final underlier levels are expressed as percentages of the initial
underlier level. The chart shows that any hypothetical final underlier level of less than 87.500% (the section left of the 87.500% marker
on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the principal amount of your notes
(the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The
chart also shows that any hypothetical final underlier level of greater than or equal to 87.500% (the section right of the 87.500% marker
on the horizontal axis) would result in a capped return on your investment.
Digital S&P 500®
Index-Linked Notes due September 8, 2025
The cash settlement amounts at maturity shown above
are entirely hypothetical; they are based on market prices for the underlier stocks that may not be achieved on the determination date
and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time,
including any time you may wish to sell your notes, may bear little relation to the hypothetical cash settlement amounts at maturity shown
above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical
cash settlement amounts on notes held to the stated maturity date in the examples above assume you purchased your notes at their principal
amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive
or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the
principal amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested
by the above examples. Please read “Risk Factors—Market Valuation Risks—The market value of the notes will be affected
by various factors that interrelate in complex ways, and their market value may be less than the principal amount” in the accompanying
Underlying Supplement.
Payments on the notes are economically equivalent
to the amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent
to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with
one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes
or the U.S. federal income tax treatment of the notes, as described elsewhere in this Pricing Supplement.
| We cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart above. |
Digital S&P 500®
Index-Linked Notes due September 8, 2025
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
| An investment in your notes is subject to the risks described below, as well as the risks and considerations described under “Risk Factors” in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances. |
Structure Risks
You May Lose Your Entire Investment in the Notes
You may lose your entire investment in the notes.
The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the underlier as measured from
the initial underlier level to the closing level on the determination date. If the final underlier level is less than the threshold level,
you will lose, for each $1,000 of the principal amount of your notes, an amount equal to the product of (i) the buffer rate times (ii)
the sum of the underlier return plus the threshold amount times (iii) $1,000. Thus, you may lose your entire investment in the notes,
which would include any premium to principal amount you paid when you purchased the notes.
Also, the market price of your notes prior to the
stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before
the stated maturity date, you may receive significantly less than the amount of your investment in the notes.
The Potential for the Value of Your Notes to
Increase Will Be Limited by the Maximum Settlement Amount
Your ability to participate in any change in the
value of the underlier over the life of your notes will be limited because of the maximum settlement amount (which is equal to the threshold
settlement amount). The maximum settlement amount will limit the cash settlement amount you may receive for each of your notes at maturity,
no matter how much the level of the underlier may rise beyond the initial underlier level over the life of your notes. Accordingly, the
amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier stocks.
The Amount Payable on Your Notes Is Not Linked
to the Level of the Underlier at Any Time Other than the Determination Date
The final underlier level will be the closing level
of the underlier on the determination date (subject to adjustment as described in the accompanying Underlying Supplement). Therefore,
if the closing level of the underlier dropped precipitously on the determination date, the cash settlement amount for your notes may be
significantly less than it would have been had the cash settlement amount been linked to the closing level of the underlier prior to such
drop in the level of the underlier. Although the actual level of the underlier on the stated maturity date or at other times during the
life of your notes may be higher than the final underlier level, you will not benefit from the closing level of the underlier at any time
other than on the determination date.
Your Notes Do Not Bear Interest
You will not receive any interest payments on your
notes. As a result, even if the cash settlement amount payable for your notes on the stated maturity date exceeds the principal amount
of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt
security of comparable maturity that bears interest at a prevailing market rate.
Underlier Risks
You Have No Shareholder Rights or Rights to Receive
Any Underlier Stock
Investing in the notes will not make you a holder
of any of the underlier stocks. Neither you nor any other holder or owner of the notes will have any rights with respect to the underlier
stocks, including any voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlier
stocks or any other rights of a holder of the underlier stocks. Your notes will be paid in cash and you will have no right to receive
delivery of any underlier stocks.
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We Cannot Control Actions By Any of the Unaffiliated
Companies Whose Securities Are Included in the Underlier
Actions by any company whose securities are included
in the underlier may have an adverse effect on the price of its security, the final underlier level and the value of the notes. These
companies will not be involved in the offering of the notes and will have no obligations with respect to the notes, including any obligation
to take our or your interests into consideration for any reason. These companies will not receive any of the proceeds of the offering
of the notes and will not be responsible for, and will not have participated in, the determination of the timing of, prices for, or quantities
of, the notes to be issued. These companies will not be involved with the administration, marketing or trading of the notes and will have
no obligations with respect to the cash settlement amount to be paid to you at maturity.
We and Our Respective Affiliates Have No Affiliation
with the Underlier Sponsor and Have Not Independently
Verified Its Public Disclosure of Information
We and our respective affiliates are not affiliated
in any way with the underlier sponsor and have no ability to control or predict its actions, including any errors in or discontinuation
of disclosure regarding the methods or policies relating to the calculation of the underlier. We have derived the information about the
underlier sponsor and the underlier contained herein from publicly available information, without independent verification. You, as an
investor in the notes, should make your own investigation into the underlier and the underlier sponsor. The underlier sponsor is not involved
in the offering of the notes made hereby in any way and has no obligation to consider your interest as an owner of notes in taking any
actions that might affect the value of the notes.
The Historical Performance of the Underlier Should
Not Be Taken as an Indication of Its Future Performance
The final underlier level will determine the amount
to be paid on the notes at maturity. The historical performance of the underlier does not necessarily give an indication of its future
performance. As a result, it is impossible to predict whether the level of the underlier will rise or fall during the term of the notes.
The level of the underlier will be influenced by complex and interrelated political, economic, financial and other factors.
Conflicts of Interest
There Are Potential Conflicts of Interest Between
You and the Calculation Agent
The calculation agent will, among other things,
determine the cash settlement amount payable at maturity of the notes. We will serve as the calculation agent. We may appoint a different
calculation agent without your consent and without notifying you. The calculation agent will exercise its judgment when performing its
functions. For example, the calculation agent may have to determine whether a market disruption event affecting the underlier has occurred.
This determination may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with
our ability or the ability of one of our affiliates or a similarly situated party to unwind our hedge positions. Since this determination
by the calculation agent will affect the payment at maturity on the notes, the calculation agent may have a conflict of interest if it
needs to make a determination of this kind. See “Certain Terms of the Notes — Role of the Calculation Agent” in the
accompanying Underlying Supplement.
Our Economic Interests and Those of GS&Co.
and any Dealer Participating in the Offering of the Notes Will
Potentially Be Adverse to Your Interests
You should be aware of the following ways in which
our economic interests and those of GS&Co. and any dealer participating in the distribution of the notes, which we refer to as a “participating
dealer,” will potentially be adverse to your interests as an investor in the notes. In engaging in certain of the activities described
below, our affiliates, GS&Co. or its affiliates or any participating dealer or its affiliates may take actions that may adversely
affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor
in the notes. Our affiliates, GS&Co. or its 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 notes.
| · | Research reports by our affiliates, GS&Co. or its affiliates or any participating dealer or its
affiliates may be inconsistent with an investment in the notes and may adversely affect the level of the underlier. Our affiliates,
GS&Co. or its affiliates or any dealer participating in the offering of the notes or its affiliates may, at present or in the future,
publish research reports on the underlier or any underlier stocks. This research will be modified from time to time without notice and
may, at present or in the future, express opinions or provide recommendations that are inconsistent with purchasing or holding the notes.
Any research reports on the underlier or any underlier stocks could adversely affect the level of the underlier and, therefore, adversely
affect the value of and your return on the notes. You are encouraged to derive information concerning the underlier from multiple sources
and should not rely on the views expressed by us or our affiliates, GS&Co. or its affiliates or any |
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participating dealer or its affiliates.
In addition, any research reports on the underlier or any underlier stocks published on or prior to the trade date could result in an
increase in the level of the underlier on the trade date, which would adversely affect investors in the notes by increasing the closing
level at which the underlier must close on the determination date in order for investors in the notes to receive a favorable return.
| · | Hedging activities by our affiliates, GS&Co. or its affiliates or any participating dealer or its
affiliates may adversely affect the level of the underlier. We expect to hedge our obligations under the notes through one or more
hedge counterparties, which may include our affiliates, GS&Co. or its affiliates or any participating dealer or its affiliates. Pursuant
to such hedging activities, our hedge counterparty may acquire any underlier stocks and/or other instruments linked to the underlier or
any underlier stocks. Depending on, among other things, future market conditions, the aggregate amount and the composition of such positions
are likely to vary over time. To the extent that our hedge counterparty has a long hedge position in the underlier or any underlier stocks,
or derivative or synthetic instruments related to the underlier or any underlier stocks, they may liquidate a portion of such holdings
at or about the time of the determination date or at or about the time of a change in the underlier or any underlier stocks. These hedging
activities could potentially adversely affect the level of the underlier and, therefore, adversely affect the value of and your return
on the notes. |
| · | Trading activities by our affiliates, GS&Co. or its affiliates or any participating dealer or its
affiliates may adversely affect the level of the underlier. Our affiliates, GS&Co. or its affiliates or any participating dealer
or its affiliates may engage in trading in any underlier stocks and other instruments relating to the underlier or any underlier stocks
on a regular basis as part of their general broker-dealer and other businesses. Any of these trading activities could potentially adversely
affect the level of the underlier and, therefore, adversely affect the value of and your return on the notes. |
| · | A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing
models in addition to any selling concession or any distribution expense fee, creating a further incentive for the participating dealer
to sell the notes to you. If any participating dealer or any of its affiliates conducts hedging activities for us in connection with
the notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities, and this
projected profit will be in addition to any concession or distribution expense fee that the participating dealer receives for the sale
of the notes to you. This additional projected profit may create a further incentive for the participating dealer to sell the notes to
you. |
Tax Risks
The U.S. Federal Tax Consequences of An Investment
in the Notes Are Unclear
There is no direct legal authority regarding the
proper U.S. federal tax treatment of the notes, 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 notes are uncertain, and the IRS or a court might not agree with the treatment
of the notes as prepaid cash-settled derivative contracts. If the IRS were successful in asserting an alternative treatment of the notes,
the tax consequences of the ownership and disposition of the notes might be materially and adversely affected. 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. See “Material U.S. Federal Income Tax Consequences” in the accompanying
Underlying Supplement. 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 notes, 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 notes should review carefully the section of the accompanying Underlying Supplement
entitled “Material U.S. Federal Income Tax Consequences” and consult their tax advisers regarding the U.S. federal tax consequences
of an investment in the notes (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 Notes
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 notes, please read the section of this Pricing Supplement entitled “Certain Canadian Federal Income Tax Considerations”
as well as the section
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Index-Linked Notes due September 8, 2025
entitled “Material Income Tax Consequences
— Canadian Taxation” in the accompanying Prospectus. You should consult your tax advisor with respect to your own particular
situation.
General Risks
The Notes Are Subject to the Credit Risk of the
Bank
Although the return on the notes will be based
on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of the Bank, as issuer of
the notes. The notes are our unsecured obligations. As further described in the accompanying Prospectus and Prospectus Supplement, the
notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may
be preferred by operation of law. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors
are subject to our credit risk and to changes in the market’s view of our creditworthiness. See “Description of Senior Debt
Securities — Ranking” in the accompanying Prospectus.
The Bank’s Initial Estimated Value of the
Notes at the Time of Pricing (When the Terms of Your Notes Were Set
on the Trade Date) Is Lower Than the Initial Issue Price of the Notes
The Bank’s initial estimated value of the
notes is only an estimate. The initial issue price of the notes exceeds the Bank’s initial estimated value. The difference between
the initial issue price of the notes and the Bank’s initial estimated value reflects costs associated with selling and structuring
the notes, as well as hedging its obligations under the notes with a third party.
Neither the Bank’s nor GS&Co.’s
Estimated Value of the Notes at Any Time Is Determined by Reference to Credit
Spreads or the Borrowing Rate the Bank Would Pay for Its
Conventional Fixed-Rate Debt Securities
The Bank’s initial estimated value of the
notes was determined and GS&Co.’s estimated value of the notes at any time are determined by reference to the Bank’s internal
funding rate. The internal funding rate used in the determination of the estimated value of the notes generally represents a discount
from the credit spreads for the Bank’s conventional fixed-rate debt securities and the borrowing rate the Bank would pay for its
conventional fixed-rate debt securities. This discount is based on, among other things, the Bank’s view of the funding value of
the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs
for the Bank’s conventional fixed-rate debt securities. If the interest rate implied by the credit spreads for the Bank’s
conventional fixed-rate debt securities or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities were
to be used, the Bank would expect the economic terms of the notes to be more favorable to you. Consequently, the use of an internal funding
rate for the notes increases the estimated value of the notes at any time and has an adverse effect on the economic terms of the notes.
The Bank’s Initial Estimated Value of the
Notes Does Not Represent Future Values of the Notes and May Differ
From Others’ (Including GS&Co.’s) Estimates
The Bank’s initial estimated value of the
notes was determined by reference to its internal pricing models when the terms of the notes were set. These pricing models consider certain
factors, such as the Bank’s internal funding rate on the trade date, the expected term of the notes, market conditions and other
relevant factors existing at that time, and the Bank’s assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions (including the pricing models and assumptions used by
GS&Co.) could provide valuations for the notes that are different, and perhaps materially lower, from the Bank’s initial estimated
value. Therefore, the price at which GS&Co. or any other party would buy or sell your notes (if GS&Co. makes a market, which it
is not obligated to do) may be materially lower than the Bank’s initial estimated value. In addition, market conditions and other
relevant factors in the future may change, and any assumptions may prove to be incorrect.
The Price at Which GS&Co. Would Buy Or Sell
Your Notes (If GS&Co. Makes a Market, Which It Is Not Obligated
To Do) Will Be Based on GS&Co.’s Estimated Value of Your
Notes
GS&Co.’s estimated value of the notes
is determined by reference to its pricing models and takes into account the Bank’s internal funding rate. The price at which GS&Co.
would initially buy or sell your notes in the secondary market (if GS&Co. makes a market, which it is not obligated to do) exceeds
GS&Co.’s estimated value of your notes at the time of pricing. As agreed by GS&Co. and the distribution participants, this
excess (i.e., the additional amount described under “Additional Information Regarding Estimated Value of the Notes” above)
will decline to zero on a straight line basis over the period from the trade date through the applicable date set forth above under “Additional
Information Regarding Estimated Value of the Notes” above. Thereafter, if GS&Co. buys or sells your notes, it will do so at
prices that reflect the estimated value determined by reference to GS&Co.’s pricing models at that time. The price at which
GS&Co. will buy or sell your notes at
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Index-Linked Notes due September 8, 2025
any time also will reflect its then current bid
and ask spread for similar sized trades of structured notes. If GS&Co. calculated its estimated value of your notes by reference to
the Bank’s credit spreads or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities (as opposed to
the Bank’s internal funding rate), the price at which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which
it is not obligated to do) could be significantly lower.
GS&Co.’s pricing models consider certain
variables, including principally the Bank’s internal funding rate, interest rates (forecasted, current and historical rates), volatility,
price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions
about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary
market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to GS&Co.’s
models, taking into account the Bank’s internal funding rate, due to, among other things, any differences in pricing models or assumptions
used by others. See “Risk Factors—Market Valuation Risks—The market value of the notes will be affected by various factors
that interrelate in complex ways, and their market value may be less than the principal amount” in the accompanying Underlying Supplement.
In addition to the factors discussed above, the
value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the
notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration
in the Bank’s creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes, including
the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes,
the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus
GS&Co.’s then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount
described above).
Furthermore, if you sell your notes, you will likely
be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount
will further reduce the proceeds you would receive for your notes in a secondary market sale.
There is no assurance that GS&Co. or any other
party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes.
See “—The Notes Will Not Be Listed on Any Securities Exchange and Your Notes May Not Have an Active Trading Market”
below.
The Notes Will Not Be Listed on Any Securities
Exchange and We Do Not Expect A Trading Market For the Notes to Develop
The notes will not be listed on any securities
exchange. Although GS&Co. and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required
to make a market for the notes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect
that any market makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is
likely to depend on the price, if any, at which GS&Co. and/or its affiliates are willing to buy your notes.
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 notes prior to maturity. This may affect the price you
receive upon such sale. Consequently, you should be willing to hold the notes to maturity.
We May Sell an Additional Aggregate Principal
Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional
aggregate principal amount of the notes subsequent to the trade date. The issue price of the notes in the subsequent sale may differ substantially
(higher or lower) from the initial issue price you paid as provided on the cover of this Pricing Supplement.
If You Purchase Your Notes at a Premium to the
Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact
of Certain Key Terms of the Notes Will Be Negatively Affected
The cash settlement amount will not be adjusted
based on the issue price you pay for the notes. If you purchase notes at a price that differs from the principal amount of the notes,
then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than,
the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and hold them to
the stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes
at the principal amount or a discount to the principal amount. In addition, the impact of the threshold level, the threshold settlement
amount and the maximum settlement amount on the return on your investment will depend upon the price you pay for your notes relative to
the principal amount. For example, if you purchase your notes at a premium to the principal amount,
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the threshold settlement amount and maximum settlement
amount will only permit a lower positive return on your investment in the notes than would have been the case for notes purchased at the
principal amount or a discount to the principal amount. Similarly, if the final underlier level is less than the threshold level, you
will incur a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at the principal
amount or a discount to the principal amount.
Digital S&P 500®
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THE UNDERLIER
The S&P 500® Index
The underlier consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets. For additional information about the underlier, see the information
set forth under “Index Descriptions—The S&P U.S. Indices” beginning on page S-43 of the accompanying Underlying
Supplement.
In addition, information about the underlier may
be obtained from other sources, including, but not limited to, the underlier sponsor’s website (including information regarding
the underlier’s sector weightings). We are not incorporating by reference into this pricing supplement the website or any material
it includes. None of us, GS&Co. or any of our respective affiliates makes any representation that such publicly available information
regarding the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase or decrease
at any time during the life of your notes.
You should not take the historical levels of
the underlier as an indication of the future performance of the underlier. We cannot give you any assurance that the future performance
of the underlier or the underlier stocks will result in your receiving an amount greater than the outstanding principal amount of your
notes on the stated maturity date.
None of us, GS&Co. or any of our respective
affiliates makes any representation to you as to the performance of the underlier. Before investing in the offered notes, you should consult
publicly available information to determine the levels of the underlier between the date of this Pricing Supplement and the date of your
purchase of the offered notes. The actual performance of the underlier over the life of the offered notes, as well as the cash settlement
amount at maturity, may bear little relation to the historical closing levels shown below.
The graph below shows the daily historical closing
levels of the underlier from March 4, 2014 through March 4, 2024. On March 4, 2024, the closing level of the underlier was 5,130.95. We
obtained the closing levels in the graph below from Bloomberg Financial Services, without independent verification.
Historical Performance of the S&P 500®
Index
Source: Bloomberg
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SUPPLEMENTAL PLAN OF DISTRIBUTION
GS&Co. has agreed to purchase the notes at
a discount reflecting commissions of $9.80 per $1,000 principal amount of notes. A fee will also be paid to iCapital Markets LLC (“iCapital”),
a broker-dealer with no affiliation with us, for services it is providing in connection with this offering. An affiliate of GS&Co.
holds an indirect minority equity interest in iCapital. At the time we issue the notes, we will enter into certain hedging arrangements
(which may include call options, put options or other derivatives) with GS&Co. or one of its affiliates.
We will deliver the notes against payment therefor
in New York, New York on March 11, 2024, which is the fifth scheduled business day following the trade date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before
delivery will be required, by virtue of the fact that the notes will settle in five business days (T + 5), to specify alternative settlement
arrangements to prevent a failed settlement.
While GS&Co. may make markets in the notes,
it is under no obligation to do so and may discontinue any market-making activities at any time without notice. The price that GS&Co.
makes available from time to time after the issue date at which it would be willing to repurchase the notes will generally reflect its
estimate of their value. That estimated value will be based upon a variety of factors, including then prevailing market conditions, our
creditworthiness and transaction costs.
The price at which you purchase the notes includes
costs that the Bank. GS&Co. or our or its affiliates expect to incur and profits that the Bank, GS&Co. or our or its affiliates
expect to realize in connection with hedging activities related to the notes, as set forth above. These costs and profits will likely
reduce the secondary market price, if any secondary market develops, for the notes.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of
the material U.S. federal income tax considerations relating to an investment in the notes. The following summary is not complete and
is both qualified and supplemented by the discussion entitled “Material U.S. Federal Income Tax Consequences” in the accompanying
Underlying Supplement, which you should carefully review prior to investing in the notes.
The U.S. federal income tax considerations of your
investment in the notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes 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
notes as prepaid cash-settled derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes 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 or payment upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount
that you paid for your notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your notes
for more than one year.
The expected characterization of the notes is not
binding on the IRS or the courts. It is possible that the IRS would seek to characterize the notes 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 notes 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 the notes and certain other considerations
with respect to an investment in the notes, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the accompanying Underlying Supplement. We are not responsible for any adverse consequences that you may experience as a result of
any alternative characterization of the notes for U.S. federal income tax or other tax purposes.
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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 note 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 note; (c) does not use or hold and is not deemed to
use or hold the note 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 note; (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 note 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 notes 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 notes, interest payable on the notes
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 note 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 notes to a person with whom they are not dealing at arm’s length for
purposes of the Canadian Tax Act.
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VALIDITY OF THE NOTES
In the opinion of Blake, Cassels & Graydon
LLP, as Canadian counsel to the Bank, the issue and sale of the notes has been duly authorized by all necessary corporate action of the
Bank in conformity with the indenture, and when the notes have been duly executed, authenticated and issued in accordance with the indenture,
the notes will be validly issued and, to the extent validity of the notes 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 notes
have been duly completed in accordance with the indenture and issued and sold as contemplated by this Pricing Supplement and the accompanying
Underlying Supplement, Prospectus Supplement and Prospectus, the notes 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.
Digital S&P 500®
Index-Linked Notes due September 8, 2025
We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this Pricing Supplement or the accompanying
Underlying Supplement, Prospectus Supplement or Prospectus. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. Neither this Pricing Supplement nor the accompanying Underlying Supplement, Prospectus
Supplement or Prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it
is lawful to do so. The information contained in this Pricing Supplement and the accompanying Underlying Supplement, Prospectus Supplement
and Prospectus is current only as of the respective dates of such documents.
|
TABLE OF CONTENTS
|
|
| Pricing Supplement |
|
| |
Page |
| |
|
| Additional Information Regarding Estimated Value of the Notes |
PRS-1 |
| About this Pricing Supplement |
PRS-2 |
| Summary Information |
PRS-3 |
| Supplemental Terms of the Notes |
PRS-5 |
| Hypothetical Examples |
PRS-6 |
| Additional Risk Factors Specific to Your Notes |
PRS-9 |
| The Underlier |
PRS-15 |
| Supplemental Plan of Distribution |
PRS-16 |
| United States Federal Income Tax Considerations |
PRS-17 |
| Certain Canadian Federal Income Tax Considerations |
PRS-18 |
| Validity of the Notes |
PRS-19 |
| |
|
| Equity Index Underlying Supplement dated September 5, 2023 |
|
| |
|
| Risk Factors |
S-1 |
| Use of Proceeds and Hedging |
S-9 |
| Index Descriptions |
S-10 |
| The Dow Jones Industrial Average® |
S-10 |
| The EURO STOXX 50® Index |
S-12 |
| The EURO STOXX® Banks Index |
S-14 |
| The FTSE® 100 Index |
S-15 |
| The Hang Seng Index |
S-17 |
| The JPX-Nikkei Index 400 |
S-19 |
| The MSCI Indices |
S-21 |
| The Nasdaq-100 Index® |
S-26 |
| The Nikkei Stock Average Index |
S-29 |
| The Russell Indices |
S-31 |
| The S&P®/ASX 200 Index |
S-34 |
| The S&P Select Industry Indices |
S-37 |
| The S&P Select Sector Indices |
S-40 |
| The S&P U.S. Indices |
S-43 |
| The Swiss Market Index® |
S-48 |
| The TOPIX® Index |
S-50 |
| Certain Terms of the Notes |
S-52 |
| The Bank’s Estimated Value of the Notes |
S-58 |
| Material Canadian Federal Income Tax Consequences |
S-59 |
| Material U.S. Federal Income Tax Consequences |
S-59 |
| |
|
| Prospectus Supplement dated September 5, 2023 |
|
| |
|
| About this Prospectus Supplement |
S-1 |
| Risk Factors |
S-1 |
| Use of Proceeds |
S-14 |
| Description of the Notes We May Offer |
S-15 |
| Supplemental Plan of Distribution (Conflicts of Interest) |
S-45 |
| |
|
| Prospectus dated September 5, 2023 |
|
| |
|
| About this Prospectus |
i |
| Forward-Looking Statements |
i |
| Available Information |
iii |
| Documents Incorporated by Reference |
iii |
| Presentation of Financial Information |
iv |
| Canadian Imperial Bank of Commerce |
iv |
| Risk Factors |
1 |
| Use of Proceeds |
1 |
| Description of Senior Debt Securities |
1 |
| Material Income Tax Consequences |
23 |
| Plan of Distribution (Conflicts of Interest) |
34 |
| Certain Considerations for U.S. Plan Investors |
38 |
| Limitations on Enforcement of U.S. Laws Against CIBC, Its Management and Others |
39 |
| Validity of Securities |
40 |
| Experts |
40 |
$ 2,393,000
|
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
Digital S&P 500®
Index-Linked Notes
due September 8, 2025
|
Goldman Sachs & Co. LLC
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 $2,393,000.
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