PRICING
SUPPLEMENT dated October 31, 2024
(To Equity Index
Underlying Supplement dated September 5, 2023,
Prospectus Supplement
dated September 5, 2023 and
Prospectus dated
September 5, 2023) |
Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-272447
 |
|
Canadian
Imperial Bank of Commerce
$12,275,000
Senior
Global Medium-Term Notes
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked
Notes due November 4, 2026 |
The
notes do not bear interest. The notes will mature on
the stated maturity date (November 4, 2026, subject to adjustment) unless they are automatically called on the call observation date
(November 10, 2025, subject to adjustment). Your notes will be automatically called on the call observation date if the closing price
of the SPDR® S&P® Metals & Mining ETF (the “underlier”) on such date is greater
than or equal to 80% of the initial underlier price ($63.59, which was the closing price of the underlier on the trade date),
resulting in a payment on the call payment date equal to the principal amount of your notes times 107.33%.
The
return on your notes is linked to the performance of the underlier, and not to that of the underlying index on which the underlier is
based.
If
your notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date is based on
the performance of the underlier as measured from the trade date to and including the determination date (November 2, 2026, subject to
adjustment).
At
maturity, if the final underlier price on the determination date is greater than or equal to 80% of the initial underlier price, the
return on your notes will be positive, and you will receive the maximum settlement amount ($1,146.60 for each $1,000 principal amount
of your notes). If the final underlier price declines by more than 20.00% from the initial underlier price, the return on your notes
will be negative. You could lose your entire investment in the notes.
The
return on your notes is capped. The maximum payment you could receive for each $1,000 principal amount of your notes is $1,073.30 if
your notes are automatically called, and $1,146.60 if your notes are not automatically called.
If
your notes are not automatically called on the call observation date, we will calculate the underlier return to determine your payment
at maturity, which is the percentage increase or decrease in the final underlier price from the initial underlier price. 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 -20.00% (i.e. the final underlier
price is greater than or equal to 80% of the initial underlier price), the maximum
settlement amount of $1,146.60; or |
| · | if
the underlier return is less than -20.00% (i.e. the final underlier price is less
than 80% of the initial underlier price), the sum of (i) $1,000 plus (ii)
the product of (a) 1.25 times (b) the sum of the underlier return plus
20.00% 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 $968.20 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% |
1.50% |
98.50% |
| Total |
$12,275,000.00 |
$12,275,000.00 |
$184,125.00 |
$12,090,875.00 |
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 November 7, 2024
against payment in immediately available funds.
Goldman
Sachs & Co. LLC
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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 call premium amount and the maturity date premium 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 underwriting
discount 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.” 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 $21.00 per $1,000 principal amount).
Prior to January
31, 2025, 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 January 30, 2025). On and after January 31, 2025, 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”.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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 ETF 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: |
| · | Prospectus
Supplement dated September 5, 2023: |
| · | Prospectus
dated September 5, 2023: |
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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 SPDR® S&P® Metals & Mining
ETF (Bloomberg symbol, “XME UP Equity”)
Underlying
index: the index tracked by the underlier
Specified
currency: U.S. dollars (“$”)
Principal
amount: Each note will have a principal amount of $1,000; $12,275,000
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 call payment date or the stated maturity date, as the case may be, 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 call payment
date or 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 principal amount. Also, the stated buffer price would not
offer the same measure of protection to your investment as would be the case if you had purchased the notes at principal amount. 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 call payment date): If your notes are automatically called on the call observation date because the closing
price of the underlier on such day is greater than or equal to the call price, for each $1,000 principal amount of your notes, we will
pay you an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount
Cash
settlement amount (on the stated maturity date): If your notes are
not automatically called, 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 price is greater than or equal to the buffer price, the
sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the
maturity date premium amount; or |
| · | if
the final underlier price is less than the buffer price, 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 buffer 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. |
Call
premium amount: 7.33%
Maturity
date premium amount: 14.66%
Call
price: 80.00% of the initial underlier price
Buffer
price: 80.00% of the initial underlier price
Buffer
amount: 20.00%
Buffer
rate: The quotient of the initial underlier price divided
by the buffer price, which equals 125.00%
Initial
underlier price: $63.59, which was the closing price of the underlier
on the trade date, subject to adjustments as described under “Certain Terms of the Notes — Anti-Dilution Adjustments”
beginning on page S-65 of the accompanying Underlying Supplement
Final
underlier price: The closing price of the underlier on the determination
date
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
Underlier
return: The quotient of (1) the final underlier price minus
the initial underlier price divided by (2) the initial underlier price, expressed as a positive or negative percentage
Call
observation date: November 10, 2025, subject to adjustment as described under “Certain Terms of the Notes—Valuation Dates”
in the accompanying Underlying Supplement.
Call
payment date: November 13, 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.
Trade
date: October 31, 2024
Original
issue date (settlement date): November 7, 2024
Determination
date: November 2, 2026, subject to adjustment as described under “Certain
Terms of the Notes—Valuation Dates” in the accompanying Underlying Supplement.
Stated
maturity date: November 4, 2026, 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.
Closing
price: As described under “Certain Terms of the Notes ––
Certain Definitions –– Closing Price” 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: 13607XU39 / US13607XU395
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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 |
| |
|
| Reference
Sponsor |
underlier
sponsor |
| |
|
| Initial
Price |
initial underlier
price |
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
HYPOTHETICAL
EXAMPLES
The
following table and examples 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 underlier prices on the call
observation date and on the determination date could have on the cash settlement amount on the call payment date or on the stated maturity
date, as the case may be, assuming all other variables remain constant.
The
examples below are based on a range of underlier prices that are entirely hypothetical; the underlier price on any day throughout the
life of the notes, including the underlier price on the call observation date or on the determination date, cannot be predicted. The
underlier has been highly volatile in the past — meaning that the underlier price 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 call payment date or the stated maturity date as the case may be. If
you sell your notes in a secondary market prior to the call payment date or the stated maturity date as the case may be, 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 or the examples 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 |
| Call price |
80.00%
of the initial underlier price |
| Call premium amount |
7.33%
|
| Maturity date premium amount |
14.66% |
| Buffer
price |
80.00%
of the initial underlier price |
| Buffer
rate |
125.00% |
| Buffer
amount |
20.00% |
Neither
a market disruption event nor a non-trading day occurs on the originally scheduled call observation date or determination date
No
change in or affecting the underlier, any of the underlier stocks or the policies of the underlier’s investment advisor or
the method by which the sponsor of the underlier’s underlying index calculates its underlying index
Notes
purchased on original issue date at the principal amount and held to the call payment date or the stated maturity date, as the case
may be
|
The
actual performance of the underlier over the life of your notes, as well as the cash settlement amount payable on the call payment date
or at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical underlier prices shown
elsewhere in this Pricing Supplement. For information about the historical prices of the underlier during recent periods, see “The
Underlier — Historical Closing Prices of the Underlier” below. Before investing in the offered notes, you should consult
publicly available information to determine the prices 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.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
Hypothetical
Payment on the Call Payment Date
If your notes are automatically called on the call observation date (i.e.,
the closing price of the underlier on the call observation date is greater than or equal to the call price), the cash settlement amount
that we would deliver for each $1,000 principal amount of your notes on the call payment date would be the sum of $1,000 plus
the product of the call premium amount times $1,000. If, for example, the closing price of the underlier on the call
observation date were determined to be 130% of the initial underlier price, your notes would be automatically called and the cash settlement
amount that we would deliver on your notes on the call payment date would be 107.33% of the principal amount of your notes or $1,073.30
for each $1,000 of the principal amount of your notes.
Hypothetical
Payment at Maturity
If the notes
are not automatically called on the call observation date (i.e., the closing price of the underlier on the call observation
date is less than the call price), the cash settlement amount we would deliver for each $1,000 principal amount of your notes on the
stated maturity date will depend on the performance of the underlier on the determination date, as shown in the table below. The table
below assumes that the notes have not been automatically called on the call observation date and reflects hypothetical
cash settlement amounts that you could receive on the stated maturity date. The prices in the left column of the table below represent
hypothetical final underlier prices and are expressed as percentages of the initial underlier price. The amounts in the right column
represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier price, 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 price and the assumptions noted above.
The
Notes Have Not Been Automatically Called
Hypothetical
Final Underlier Price
(as
Percentage of Initial Underlier Price) |
Hypothetical
Cash Settlement Amount at Maturity
(as
Percentage of Principal Amount)
|
| 200.00% |
114.66% |
| 175.00% |
114.66% |
| 150.00% |
114.66% |
| 125.00% |
114.66% |
| 116.56% |
114.66% |
| 113.00% |
114.66% |
| 109.00% |
114.66% |
| 104.00% |
114.66% |
| 100.00% |
114.66% |
| 95.00% |
114.66% |
| 90.00% |
114.66% |
| 85.00% |
114.66% |
| 80.00% |
114.66% |
| 75.00% |
93.75% |
| 50.00% |
62.50% |
| 25.00% |
31.25% |
| 0.00% |
0.00% |
If,
for example, the notes have not been automatically called on the call observation date and the final underlier price were determined
to be 25.000% of the initial underlier price, the cash settlement amount that we would deliver on your notes at maturity would be 31.25%
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 68.75% 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 price
were determined to be 0.000% of the initial underlier price, you would lose your entire investment in the notes. In addition, if the
notes have not been automatically called on the call observation date and the final underlier price were determined to be 200.000% of
the initial underlier price, the cash settlement amount that we would deliver on your notes at maturity would be 114.66% of the principal
amount of your notes,
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
as
shown in the table above. As a result, if you purchased your notes on the settlement date at the principal amount and held them to maturity,
the cash settlement amount will be capped, and you would not benefit from any increase in the final underlier price over 114.66% of the
initial underlier price.
The
cash settlement amounts 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 prior
to the call payment date and 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 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 call payment date
or 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 closing price of the underlier or what the market value of your notes will be on any particular trading
day, nor can we predict the relationship between the underlier price and the market value of your notes at any time prior to the
call payment date and the stated maturity date. The actual amount that you will receive, if any, on the call payment date or at maturity
and the rate of return on the offered notes will depend on the actual closing price of the underlier on the call observation date
and whether the notes are called, and the actual final underlier price 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 call payment date or the stated maturity date may be very different from the information
reflected in the table and the examples above. |
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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 or the underlier stocks, i.e., the stocks held by 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. Assuming your notes are not automatically called on the call observation date, 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 price to the closing price on the determination date. If the final underlier price is less than the buffer price, 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 buffer 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 call payment date or 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 call payment date or the stated maturity date, you may
receive significantly less than the amount of your investment in the notes.
The
Cash Settlement Amount You Will Receive on the Call Payment Date or on the Stated Maturity Date, as the Case May be, Will Be Capped
Regardless
of the closing price of the underlier on the call observation date, the cash settlement amount you may receive on the call payment date,
if any, is capped. If the closing price of the underlier on the call observation date exceeds the call price, causing the notes to be
automatically called, the cash settlement amount on the call payment date will be capped, and you will not benefit from any increases
in the closing price of the underlier above the initial underlier price on the call observation date. If your notes are automatically
called on the call observation date, the maximum payment you will receive for each $1,000 principal amount of your notes will depend
on the call premium amount. If your notes are not automatically called on the call observation date, the cash settlement amount you may
receive on the stated maturity date is capped due to the maturity date premium amount.
Your
Notes Are Subject to Automatic Redemption
We
will call and automatically redeem all, but not part, of your notes on the call payment date, if the closing price of the underlier on
the call observation date is greater than or equal to the call price. Therefore, the term for your notes may be reduced to as short as
approximately 12 months after the trade date. You may not be able to reinvest the proceeds from an investment in the notes at a comparable
return for a similar level of risk in the event the notes are called prior to maturity.
The
Amount Payable on Your Notes Is Not Linked to the Price of the Underlier at Any Time Other than the Call
Observation Date or the Determination Date, as the Case May Be
The cash settlement
amount you will receive on the call payment date, if any, will be paid only if the notes are automatically called when the closing price
of the underlier on the call observation date is greater than or equal to the call price. Therefore, the closing price of the underlier
on dates other than the call observation date will have no effect on the determination as to whether the notes are automatically called.
In addition, if your notes are not automatically called on the call observation date, the cash settlement amount you will receive on
the stated maturity date, if any, will be based on the closing price of the underlier on the determination date. Therefore, if the closing
price 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 price of the underlier prior to such drop in the
price of the underlier. Although the actual price of the underlier on the call payment date, the stated maturity date or at other times
during the life of your notes may be higher than the closing price of the underlier on the call observation date or the determination
date, you will not benefit from the closing prices of the underlier at any time other than on the call observation date or on the determination
date.
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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 call
payment date or the stated maturity date, as the case may be, 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
The
Underlier Is Concentrated in Metals and Mining Companies and Does Not Provide Diversified Exposure
The
underlier is not diversified. The underlier’s assets will be concentrated in metals and mining companies (including companies assigned
to the aluminum, coal & consumable fuels, copper, diversified metals & mining, gold, precious metals & minerals, silver or
steel sub-industries), which means the underlier is more likely to be adversely affected by any negative performance of metals and mining
companies than an ETF that has more diversified holdings across a number of sectors. Metals and mining companies can be significantly
affected by events relating to international political and economic developments, energy conservation, the success of exploration projects,
commodity prices, exchange rates, import controls, worldwide competition, environmental policies, consumer demand, and tax and other
government regulations. Investments in metals and mining companies may be speculative and may be subject to greater price volatility
than investments in other types of companies. Metals and mining companies are subject to various risks, including changes in international
monetary policies or economic and political conditions that can affect the supply of precious metals and consequently the value of metals
and mining company investments. In addition, the United States or foreign governments may pass laws or regulations limiting metals investments
for strategic or other policy reasons, and increased environmental or labor costs may depress the value of metals and mining investments.
At times, worldwide production of industrial materials has exceeded demand as a result of over-building or economic downturns. Metals
and mining companies can also be affected by liabilities for environmental damage and general civil liabilities, depletion of resources
and mandated expenditures for safety and pollution control.
The
Return on Your Notes Will Not Reflect Any Dividends Paid on the Underlier or the Underlier Stocks
The
return on your notes will not reflect the return you would realize if you actually owned the shares of the underlier and received the
distributions paid on the shares of the underlier. You will not receive any dividends that may be paid on any of the underlier stocks
by the underlier stock issuers or the shares of the underlier. See “—You Have No Shareholder Rights or Rights to Receive
Any Shares of the Underlier or Any Underlier Stock” below for additional information.
You
Have No Shareholder Rights or Rights to Receive Any Shares of the Underlier or Any Underlier Stock
Investing
in the notes will not make you a holder of any shares of the underlier or any underlier stocks. Neither you nor any other holder or owner
of the notes will have any rights with respect to the underlier or the underlier stocks, including any voting rights, any right to receive
dividends or other distributions, any rights to make a claim against the underlier or 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 shares of the underlier
or the underlier stocks.
The
Policies of the Underlier’s Investment Advisor and the Sponsor of The Underlying Index Could Affect the Amount Payable on Your
Notes and Their Market Value
The
underlier’s investment advisor may from time to time be called upon to make certain policy decisions or judgments with respect
to the implementation of policies of the underlier investment advisor concerning the calculation of the net asset value of the underlier,
additions, deletions or substitutions of securities in the underlier and the manner in which changes affecting the underlying index are
reflected in the underlier that could affect the market price of the shares of the underlier, and therefore, the amount payable on your
notes on the stated maturity date. The amount payable on your notes and their market value could also be affected if the underlier investment
advisor changes these policies, for example, by changing the manner in which it calculates the net asset value of the underlier, or if
the underlier investment advisor discontinues or suspends calculation or publication of the net asset value of the underlier, in which
case it may become difficult or inappropriate to determine the market value of your notes.
If
events such as these occur, the calculation agent — which initially will be CIBC — may determine the closing price of the
underlier on the determination date — and thus the amount payable on the stated maturity date, if any — in a manner, in its
sole discretion, it considers appropriate. We describe the discretion that the calculation agent will have in determining the closing
underlier price on the determination date and the amount payable on your notes more fully under “Certain Terms of the Notes —
Discontinuance of or Material Change to a Fund” in the accompanying Underlying Supplement.
In addition,
the underlying index sponsor owns the underlying index and is responsible for the design and maintenance of the underlying index. The
policies of the underlying index sponsor concerning the calculation of the underlying index,
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including
decisions regarding the addition, deletion or substitution of the equity securities included in the underlying index, could affect the
price of the underlying index and, consequently, could affect the market prices of shares of the underlier and, therefore, the amount
payable on your notes and their market value.
There
Is No Assurance That an Active Trading Market Will Continue for the Underlier or That There Will Be Liquidity in Any Such Trading Market;
Further, the Underlier Is Subject to Management Risks, Securities Lending Risks and Custody Risks
Although
the shares of the underlier and a number of similar products have been listed for trading on securities exchanges for varying periods
of time, there is no assurance that an active trading market will continue for the shares of the underlier or that there will be liquidity
in the trading market.
In
addition, the underlier is subject to management risk, which is the risk that the underlier investment advisor’s investment strategy,
the implementation of which is subject to a number of constraints, may not produce the intended results. The underlier is also not actively
managed and may be affected by a general decline in market segments relating to the underlying index. The underlier investment advisor
invests in securities included in, or representative of, the underlying index regardless of their investment merits. The underlier investment
advisor does not attempt to take defensive positions in declining markets. In addition, the underlier’s investment advisor may
be permitted to engage in securities lending with respect to a portion of the underlier’s total assets, which could subject the
underlier to the risk that the borrower of such loaned securities fails to return the securities in a timely manner or at all.
In
addition, the underlier is subject to custody risk, which refers to the risks in the process of clearing and settling trades and to the
holding of securities by local banks, agents and depositories.
Further,
the underlier is subject to listing standards adopted by the securities exchange on which the underlier is listed for trading. There
can be no assurance that the underlier will continue to meet the applicable listing requirements, or that the underlier will not be delisted.
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 closing price
of the underlier 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 on the notes.
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
Performance of the Underlier May Not Correlate With the Performance of Its Underlying Index as Well as the Net Asset Value Per Share
of the Underlier, Especially During Periods of Market Volatility.
Although the
underlier is designed to track the performance of its underlying index, the performance of the underlier and that of its underlying index
generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover,
it is also possible that the performance of the underlier may not fully replicate or may, in certain circumstances, diverge significantly
from the performance of its underlying index. This could be due to, for example, the underlier not holding all or substantially all of
the underlying assets included in the underlying index and/or holding assets that are not included in the underlying index, the temporary
unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the underlier, differences
in trading hours between the underlier (or the underlying assets held by the underlier) and the underlying index, or due to other circumstances.
This variation in performance is called the “tracking error,” and, at times, the tracking error may be significant.
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In
addition, because the shares of the underlier are traded on a securities exchange and are subject to market supply and investor demand,
the market price of one share of the underlier may differ from its net asset value per share; shares of the underlier may trade at, above,
or below its net asset value per share.
During
periods of market volatility, securities held by the underlier may be unavailable in the secondary market, market participants may be
unable to calculate accurately the net asset value per share of the underlier and the liquidity of the underlier may be adversely affected.
This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the underlier. Further,
market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares
of the underlier. As a result, under these circumstances, the market value of shares of the underlier may vary substantially from the
net asset value per share of the underlier.
For
the foregoing reasons, the performance of the underlier may not match the performance of its underlying index over the same period. Because
of this variance, the return on the notes, to the extent dependent on the performance of the underlier, may not be the same as an investment
directly in the securities, commodities, or other assets included in the underlying index or the same as a debt security with a return
linked to the performance of the underlying index.
The
Historical Performance of the Underlier Should Not Be Taken as an Indication of Its Future Performance
The
closing price of the underlier on the call observation date or the determination date will determine the amount to be paid on the notes
on the call payment date or at maturity, as the case may be. 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 price of the underlier will rise or fall during
the term of the notes. The price 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 on 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 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 Price 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 price 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 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 price of the underlier on the trade date, which would adversely affect investors in the notes by increasing the price
at which the underlier must close on the determination date in order for investors in the notes to receive a favorable return.
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Hedging
Activities by Our Affiliates, GS&Co. or Its Affiliates or Any Participating Dealer or Its Affiliates May Adversely Affect the Price
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
the underlier or 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 price 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 Price
of the Underlier
Our
affiliates, GS&Co. or its affiliates or any participating dealer or its affiliates may engage in trading in the underlier or 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 price 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 entitled “Material Income Tax Consequences — Canadian
Taxation” in the accompanying Prospectus. You should consult your tax advisor with respect to your own particular situation.
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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 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
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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 the call payment date or the stated maturity date. This may affect the price you receive upon such sale. Consequently, you should
be willing to hold the notes to the call payment date or the stated maturity date.
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 call payment date or 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 call payment date or 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 buffer price 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 and the final underlier price is
less than the buffer price, 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.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
THE
UNDERLIER
The
underlier seeks to track the investment results that, before fees and expenses, correspond generally to the price and yield performance
of the S&P Metals & Mining Select Industry Index (the “underlying index”), which is designed to measure the performance
of narrow GICS® sub-industries. The underlying index comprises stocks in the S&P Total Market Index that are classified
in the GICS Aluminum, Coal & Consumable Fuels, Copper, Diversified Metals & Mining, Gold, Precious Metals & Mining, Silver
and Steel sub-industries. The shares of the underlier are listed and trade on the NYSE Arca under the ticker symbol “XME.”
Information
filed by the underlier with the SEC pursuant to the Securities Exchange Act of 1934 and the Investment Company Act can be located by
reference to the CIK Number of 0001064642 on the SEC’s website at http://www.sec.gov.
In
addition, information may be obtained from other publicly available sources including, but not limited to, the Investment Adviser’s
website (including information regarding (i) fees paid to the Investment Adviser, (ii) returns of the underlier and the underlying index
for certain periods, and (iii) the underlier’s and the underlying index’s top constituents and their respective weightings).
We are not incorporating by reference into this document 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 Prices of the Underlier
The
closing price 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 price 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 prices 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 the automatic call
of your notes or 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 prices 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 on the call payment date or at maturity, may bear little relation to
the historical closing prices shown below.
The graph below
shows the daily historical closing prices of the underlier from October 31, 2014 through October 31, 2024. On October 31, 2024, the closing
price of the underlier was $63.59. We obtained the closing prices in the graph below from Bloomberg Financial Services, without independent
verification.
Historical Performance of the SPDR®
S&P® Metals & Mining ETF
Source: Bloomberg
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
SUPPLEMENTAL
PLAN OF DISTRIBUTION
GS&Co.
has agreed to purchase the notes at a discount reflecting commissions of $15.00 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 November 7, 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 one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on any date prior to one business day 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.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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, subject to the
discussion in the Underlying Supplement concerning the potential application of the “constructive ownership” rules under
Section 1260 of the Code, you should generally recognize capital gain or loss upon the sale, exchange, redemption 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 redemption or 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.
With respect
to the discussion in the Underlying Supplement regarding “dividend equivalent” payments, the IRS has issued a notice that
provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that
are issued before January 1, 2027.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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
Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident insurers carrying on business
in Canada and elsewhere are not discussed in this summary.
This
summary assumes that no amount paid or payable to a holder described herein
will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of the
rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”). Investors
should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation and
application.
This
summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant
to a Non-Resident Holder owning 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.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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.
Autocallable
Buffered SPDR® S&P® Metals & Mining ETF-Linked Notes
due
November 4, 2026
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-16 |
| Supplemental Plan of Distribution |
PRS-17 |
| United States Federal Income Tax Considerations |
PRS-18 |
| Certain Canadian Federal Income Tax Considerations |
PRS-19 |
| Validity of the Notes |
PRS-20 |
| |
|
| ETF Underlying Supplement dated September 5, 2023 |
|
| Risk Factors |
S-1 |
| Use of Proceeds and Hedging |
S-13 |
| Reference Sponsors and Fund Descriptions |
S-14 |
| The ARK Innovation ETF |
S-15 |
| The Invesco QQQTM Trust, Series 1 |
S-16 |
| The iShares® China Large-Cap ETF |
S-19 |
| The iShares® Global Clean Energy ETF |
S-21 |
| The iShares® Latin America 40 ETF |
S-25 |
| The iShares® MSCI Brazil ETF |
S-27 |
| The iShares® MSCI EAFE ETF |
S-29 |
| The iShares® MSCI Emerging Markets ETF |
S-32 |
| The iShares® MSCI Mexico ETF |
S-33 |
| The iShares® Russell 1000 Value ETF |
S-34 |
| The iShares® Russell 2000 ETF |
S-38 |
| The iShares® Silver Trust |
S-39 |
| The iShares® U.S. Transportation ETF |
S-40 |
| The iShares® U.S. Real Estate ETF |
S-42 |
| The Select Sector SPDR® Funds |
S-44 |
| The SPDR® Dow Jones® Industrial Average ETF Trust |
S-47 |
| The SPDR® S&P 500® ETF Trust |
S-49 |
| The SPDR® S&P® Biotech ETF |
S-53 |
| The SPDR® S&P Midcap 400® ETF Trust |
S-54 |
| The SPDR® S&P® Oil & Gas Exploration & Production ETF |
S-55 |
| The VanEck® Gold Miners ETF |
S-57 |
| The VanEck® Oil Services ETF |
S-59 |
| The WisdomTree® Japan Hedged Equity Fund |
S-60 |
| Certain Terms of the Notes |
S-63 |
| The Bank’s Estimated Value of the Notes |
S-69 |
| Material Canadian Federal Income Tax Consequences |
S-70 |
| Material U.S. Federal Income Tax Consequences |
S-70 |
| 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 |
$12,275,000
Canadian
Imperial Bank of Commerce
Senior
Global Medium-Term Notes
Autocallable
Buffered SPDR® S&P® Metals & Mining
ETF-Linked
Notes due November 4, 2026
|
Goldman
Sachs & Co. LLC
F-3
424B2
EX-FILING FEES
333-272447
0001045520
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
0001045520
2023-09-05
2023-09-05
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
F-3
|
|
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
|
|
The maximum aggregate offering price of the securities to which the prospectus relates is $12,275,000. The prospectus is a final prospectus for the related offering.
|
|
|
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