[424B2] Canadian Imperial Bank of Commerce Prospectus Supplement

Rhea-AI Filing Summary

Offering overview The Toronto-Dominion Bank (“TD”) is marketing senior unsecured Digital Notes linked to the EURO STOXX 50 Index (SX5E). The securities, issued under the bank’s Series H debt program and filed on Form 424B2, carry a face amount of US$1,000 per note, a minimum purchase of one note, and an anticipated tenor of 13-15 months. TD Securities (USA) LLC and Goldman Sachs & Co. LLC act as joint agents; investors pay a public offering price of US$1,000, of which US$8.20 represents the underwriting discount (0.82%).

Pay-out mechanics The notes pay no periodic interest. At maturity investors receive: (i) if the EURO STOXX 50 final level is ≥ its initial level, the greater of (a) the Threshold Settlement Amount (between US$1,144.60 and US$1,169.60, set on pricing) or (b) US$1,000 plus the percentage change in the index; (ii) if the final level is below the initial, US$1,000 plus US$1,000 × percentage change, exposing holders to a 1-for-1 downside with potential loss of all principal. Upside participation is uncapped once the index rise generates more value than the fixed threshold.

Pricing economics TD’s initial estimated value is expected at US$953.50-US$983.50 per note, 1.6-4.6% below issue price, reflecting TD’s internal funding rate, distribution costs and hedging. The notes will not be listed, and secondary liquidity, if any, will be provided at GS&Co.’s discretion, typically at prices reflecting its model value minus bid-ask spreads and declining sales concessions. Any sale prior to maturity could therefore incur significant discounts.

Key risks Holders assume TD’s credit risk; the securities are not CDIC/FDIC insured. Market risk stems from SX5E volatility, currency and non-U.S. market factors, and potential index methodology changes. Conflicts may arise from hedging, proprietary trading and the agents’ market-making. U.S. investors face uncertain tax treatment (prepaid derivative contract assumed) and possible future Section 871(m) withholding; Canadian tax and hybrid-mismatch rules may apply.

Timeline & logistics Final terms (initial index level, threshold amount, dates) will be fixed on the pricing date in 2025; settlement is expected five business days later (T+5). The notes settle through DTC and are not bail-inable under Canadian law. No sales are permitted to EEA/UK retail investors under PRIIPs/MiFID II rules.

Positive

• Guaranteed minimum upside of 14.46-16.96% if the EURO STOXX 50 ends flat or higher, providing a defined return target.
• Uncapped participation above the threshold allows full upside beyond the fixed digital payout.
• Short 13-15 month maturity gives quicker capital recycling compared with longer-dated structured products.

Negative

• Principal is fully at risk; a 1:1 loss ratio can result in 100% capital loss if the index falls to zero.
• No periodic interest; opportunity cost versus conventional fixed-rate debt.
• Initial estimated value up to 4.6% below issue price, indicating negative carry from day one.
• Notes are illiquid and unlisted; secondary sales likely at substantial discounts and dealer discretion.
• Exposure to TD credit risk; the securities are unsecured and not CDIC/FDIC insured.
• Complex tax treatment and potential Section 871(m) withholding add uncertainty for U.S. investors.
• Conflicts of interest from agents’ hedging, internal funding rate and distribution fees may disadvantage holders.

Insights

Financial Analyst

TL;DR — Structured note offers 14.46-16.96% fixed upside floor but full principal risk and low liquidity.

The product provides a short-dated equity-linked return with an effective built-in digital coupon: investors earn at least 14.46-16.96% if the EURO STOXX 50 is flat or higher, and unlimited participation thereafter. This structure may appeal to bullish investors seeking more upside than a traditional CD yet more certainty than a direct index purchase. However, the absence of an interest stream, 1:1 downside exposure and an initial model value below par erode economic efficiency. TD captures an 82 bp distribution fee and funds at an internal rate, making the notes costlier than comparably structured OTC swaps. Given the 13-15 month tenor, the annualised fixed upside equates to roughly 11-13%, attractive relative to risk-free rates but inferior to historical SX5E volatility-adjusted returns. The product’s value depends heavily on index path, realised volatility and the investor’s ability to hold to maturity; secondary exits are likely to be ill-priced. Overall impact: neutral.

Risk Analyst

TL;DR — High embedded risks: 100% downside, issuer credit exposure, limited exit route.

The notes transfer multiple risks to retail holders: (1) Market risk — a 1% drop in SX5E wipes an equal percentage of principal; volatility spikes can decimate value. (2) Credit risk — repayment depends solely on TD’s solvency; no collateral, no deposit insurance. (3) Liquidity risk — no exchange listing, market-making discretionary, large bid-ask spreads expected. (4) Valuation risk — estimated value is up to 4.6% below offer price; internal funding rate understates true credit spread. (5) Regulatory/tax risk — complex U.S. and Canadian tax outcomes, potential Section 871(m) exposure, EU/UK retail bans. For conservative investors the structure is materially negative; only sophisticated clients able to evaluate exotic-derivative dynamics should consider.

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447

PRICING SUPPLEMENT dated June 27, 2025 (To Product Supplement No. WF-1 dated September 5, 2023, Stock-Linked Underlying Supplement dated
September 5, 2023, Prospectus Supplement dated September 5, 2023 and Prospectus dated September 5, 2023)

Canadian Imperial Bank of Commerce

Senior Global Medium-Term Notes

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to a Technology Basket due July 1, 2027

		Linked to an approximately equally weighted basket comprised of the common stock of Amazon.com, Inc., the common stock of NVIDIA Corporation and the common stock of Microsoft Corporation
		Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a Maturity Payment Amount that may be greater than, equal to or less than the face amount of the securities, depending on the performance of the Basket from the Starting Level to the Ending Level. The Maturity Payment Amount will reflect the following terms:
				If the value of the Basket increases, you will receive the face amount plus a positive return equal to 125% of the percentage increase in the value of the Basket from the Starting Level, subject to a Maximum Return at maturity of 31.60% of the face amount. As a result of the Maximum Return, the maximum Maturity Payment Amount will be $1,316.00 per security
				If the value of the Basket does not change or decreases but the decrease is not more than the Buffer Amount of 15%, you will receive the face amount
				If the value of the Basket decreases by more than the Buffer Amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the Buffer Amount
		Investors may lose up to 85.00% of the face amount
		All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue any Underlying Stock Issuer for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of your investment
		No periodic interest payments or dividends
		No exchange listing; designed to be held to maturity

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” beginning on page PRS-7 herein and “Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.

The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce. The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities are not bail-inable debt securities (as defined on page 6 of the prospectus).

Neither the Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

		Original Offering Price		Underwriting Discount (1) (2)		Proceeds to CIBC
Per Security		$1,000.00		$25.75		$974.25
Total		$2,545,000.00		$65,533.75		$2,479,466.25

(1)

The agent, Wells Fargo Securities, LLC (“Wells Fargo Securities”), will receive an underwriting discount of $25.75 per security. The agent may resell the securities to other securities dealers at the original offering price less a concession of $20.00 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent may pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA. See “Terms of the Securities—Agent’s Underwriting Discount and Other Fees” in this pricing supplement and “Use of Proceeds and Hedging” in the underlying supplement for information regarding how we may hedge our obligations under the securities.

(2)

In respect of certain securities sold in this offering, the Issuer may pay a fee of $1.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $965.10 per security. The estimated value is less than the original offering price of the securities. See “The Estimated Value of the Securities” in this pricing supplement. Wells Fargo Securities

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Terms of the Securities

Issuer:		Canadian Imperial Bank of Commerce
Market Measure:		An approximately equally weighted basket (the “Basket”) comprised of the following Basket Components, with the weighting of each Basket Component noted parenthetically: the common stock of Amazon.com, Inc. (33.34%) (Bloomberg ticker symbol “AMZN”) (the “AMZN”), the common stock of NVIDIA Corporation (33.33%) (Bloomberg ticker symbol “NVDA”) (the “NVDA”), and the common stock of Microsoft Corporation (33.33%) (Bloomberg ticker symbol “MSFT”) (the “MSFT”) (each, a “Basket Component”)
Original Offering Price:		$1,000 per security.
Face Amount:		The principal amount of $1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
Pricing Date:		June 27, 2025
Issue Date:		July 2, 2025
Calculation Day:		June 28, 2027, subject to postponement for non-Trading Days and the occurrence of a Market Disruption Event. See “—Market Disruption Events and Postponement Provisions” below.
Stated Maturity Date:		July 1, 2027, subject to postponement. The securities are not subject to redemption at the option of CIBC or repayment at the option of any holder of the securities prior to maturity.
Maturity Payment Amount:		On the Stated Maturity Date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the Maturity Payment Amount. The “Maturity Payment Amount” per security will equal: ● if the Ending Level is greater than the Starting Level, $1,000 plus the lesser of: (i)       $1,000 × Basket Return × Upside Participation Rate; and (ii)       the Maximum Return; ● if the Ending Level is less than or equal to the Starting Level, but greater than or equal to the Threshold Level: $1,000; or ● if the Ending Level is less than the Threshold Level: $1,000 + [$1,000 × (Basket Return + Buffer Amount)] If the Ending Level is less than the Threshold Level, you will have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the Buffer Amount and will lose some, and possibly up to 85%, of the face amount of your securities at maturity.
Maximum Return:		31.60% of the face amount ($316.00 per security). As a result of the Maximum Return, the maximum Maturity Payment Amount will be $1,316.00 per security.
Upside Participation Rate:		125%
Threshold Level:		85, which is equal to 85.00% of the Starting Level.
Buffer Amount:		15%
		The “Basket Return” is the percentage change from the Starting Level to the Ending Level, measured as follows:
Basket Return:		Ending Level – Starting Level         Starting Level
Starting Level:		100
Ending Level:		The “Ending Level” will be calculated based on the weighted returns of the Basket Components and will be equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of: (A) 33.34% of

PRS-2 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

		the Component Return of the AMZN, (B) 33.33% of the Component Return of the NVDA and (C) 33.33% of the Component Return of the MSFT.
Component Return:		The “Component Return” of a Basket Component will be equal to: Final Component Price– Initial Component Price Initial Component Price where, ● the “Initial Component Price” is the Stock Closing Price of such Basket Component on the Pricing Date, as set forth below; and ● the “Final Component Price” will be the Stock Closing Price of such Basket Component on the Calculation Day. The Initial Component Prices of the Basket Components are as follows: AMZN ($223.30), NVDA ($157.75) and MSFT ($495.94).
Stock Closing Price:		With respect to each Basket Component, the Stock Closing Price, the Closing Price and the Adjustment Factor have the meanings set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.
Market Disruption Events and Postponement Provisions:		The Calculation Day is subject to postponement due to non-Trading Days and the occurrence of a Market Disruption Event. In addition, the Stated Maturity Date will be postponed if the Calculation Day is postponed and will be adjusted for non-Business Days. For more information regarding adjustments to the Calculation Day and the Stated Maturity Date, see “General Terms of the Securities—Consequences of a Market Disruption Event; Postponement of a Calculation Day— Securities Linked to Multiple Market Measures” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a Market Disruption Event, see “General Terms of the Securities— Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.
Calculation Agent:		CIBC
Material U.S. Tax Consequences:		For a discussion of the material U.S. federal income tax consequences of the ownership and disposition of the securities, see “Summary of U.S. Federal Income Tax Consequences” in this pricing supplement and “Material U.S. Federal Income Tax Consequences” in the underlying supplement.
Agent’s Underwriting Discount and Other Fees:		Wells Fargo Securities. The agent will receive an underwriting discount of $25.75 per security. The agent may resell the securities to other securities dealers, including securities dealers acting as custodians, at the original offering price of the securities less a concession of $20.00 per security. Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA. In addition, in respect of certain securities sold in this offering, the Issuer may pay a fee of $1.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. We expect to hedge our obligations through the agent, one of our or its affiliates and/or another unaffiliated counterparty, which expects to realize hedging profits projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the securities. If any dealer participating in the distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the securities, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of the securities to you.

PRS-3 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Settlement:		Delivery of the securities will be made against payment therefor in New York, New York on the Issue Date specified above, which is more than one business day following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade securities on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
Denominations:		$1,000 and any integral multiple of $1,000.
CUSIP / ISIN:		13607XXR3 / US13607XXR33

PRS-4 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

About This Pricing Supplement

You should read this pricing supplement together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus supplement”), the Product Supplement No. WF-1 dated September 5, 2023 (the “product supplement”) and the Stock-Linked Underlying Supplement dated September 5, 2023 (the “underlying supplement”), relating to our Senior Global Medium-Term Notes, of which these securities are a part, for additional information about the securities. Information included in this pricing supplement supersedes information in the product supplement, the underlying supplement, the prospectus supplement and the prospectus to the extent it is different from that information. The section entitled “General Terms of the Securities” in the product supplement shall supersede and replace the section entitled “Certain Terms of the Notes” in the underlying supplement. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, the underlying supplement, the prospectus supplement and the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than that contained in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not, and Wells Fargo Securities has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.

We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying product supplement, underlying supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying product supplement, underlying supplement, prospectus supplement or prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

The Bank may use this pricing supplement in the initial sale of the securities. In addition, Wells Fargo Securities or any of our or its affiliates may use this pricing supplement in market-making transactions in the securities after their initial sale. However, it is not obligated to do so and may discontinue making a market at any time without notice. Any use of this pricing supplement by Wells Fargo Securities in market-making transactions after the initial sale of the securities will be solely for the purpose of providing investors with the description of the terms of the securities that were made available to investors in connection with the initial distribution of the securities.

References to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our” in this pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the product supplement, the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

●	Product supplement dated September 5, 2023:
	https://www.sec.gov/Archives/edgar/data/1045520/000110465923098182/tm2322483d93_424b5.htm
●	Underlying supplement dated September 5, 2023:
	https://www.sec.gov/Archives/edgar/data/1045520/000110465923098174/tm2322483d90_424b5.htm
●	Prospectus supplement dated September 5, 2023:
	https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
●	Prospectus dated September 5, 2023:
	https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm

PRS-5 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Investor Considerations

The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:

● seek 125% leveraged exposure to any upside performance of the Basket if the Ending Level is greater than the Starting Level, subject to a Maximum Return at maturity of 31.60% of the face amount;

● desire to limit downside exposure to the Basket through the Buffer Amount;

● are willing to accept the risk that, if the Ending Level is less than the Starting Level by more than the Buffer Amount, they will lose some, and possibly up to 85%, of the face amount at maturity;

● are willing to forgo periodic interest payments on the securities and dividends or other distributions paid on the Basket Components; and

● are willing to hold the securities until maturity.

The securities may not be an appropriate investment for investors who:

● seek a liquid investment or are unable or unwilling to hold the securities to maturity;

● are unwilling to accept the risk that the Ending Level of the Basket may decrease from the Starting Level by more than the Buffer Amount;

● seek uncapped exposure to the upside performance of the Basket;

● seek full return at maturity of the face amount of the securities;

● are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price;

● seek current income;

● are unwilling to accept the risk of exposure to the Basket;

● seek exposure to the Basket but are unwilling to accept the risk/return trade-offs inherent in the Maturity Payment Amount for the securities;

● are unwilling to accept the credit risk of CIBC; or

● prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.

The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying underlying supplement for risks related to an investment in the securities.

PRS-6 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Determining Maturity Payment Amount

On the Stated Maturity Date, you will receive a cash payment per security (the Maturity Payment Amount) calculated as follows:

 

PRS-7 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Selected Risk Considerations

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus. You should reach an investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.

Risks Relating To The Structure Of The Securities

If The Ending Level Is Less Than The Threshold Level, You Will Lose Some, And Possibly Up To 85%, Of The Face Amount Of Your Securities At Maturity.

We will not repay you a fixed amount on the securities on the Stated Maturity Date. The Maturity Payment Amount will depend on the direction of and percentage change in the Ending Level of the Basket relative to the Starting Level and the other terms of the securities. Because the value of the Basket will be subject to market fluctuations, the Maturity Payment Amount may be more or less, and possibly significantly less, than the face amount of your securities.

If the Ending Level is less than the Threshold Level, the Maturity Payment Amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the value of the Basket in excess of the Buffer Amount, resulting in a loss of 1% of the face amount for every 1% decrease in the value of the Basket in excess of the Buffer Amount. The Threshold Level is 85% of the Starting Level. As a result, if the Ending Level is less than the Threshold Level, you will lose some, and possibly up to 85%, of the face amount at maturity. This is the case even if the value of the Basket is greater than or equal to the Starting Level or the Threshold Level at certain times during the term of the securities.

Even if the Ending Level is greater than the Starting Level, the Maturity Payment Amount may only be slightly greater than the face amount, and your yield on the securities may be less than the yield you would earn if you bought a traditional interest-bearing debt security of CIBC or another issuer with a similar credit rating with the same Stated Maturity Date.

Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Securities Included In The Basket Components.

The opportunity to participate in the possible increases in the value of the Basket through an investment in the securities will be limited because any positive return on the securities will not exceed the Maximum Return. Therefore, your return on the securities may be lower than the return on a direct investment in the Basket or one or more of the Basket Components. Furthermore, the effect of the Upside Participation Rate will be progressively reduced for all Ending Levels exceeding the Ending Level at which the Maximum Return is reached.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, if the securities were classified for U.S. federal income tax purposes as contingent payment debt instruments rather than prepaid cash-settled derivative contracts, you would be required to accrue interest income over the term of your securities. See “Summary of U.S. Federal Income Tax Consequences” in this pricing supplement and “Material U.S. Federal Income Tax Consequences” in the underlying supplement.

Changes In The Prices Of The Basket Components May Offset Each Other.

Fluctuations in the prices of the Basket Components may not correlate with each other. Even if the Final Component Price of a Basket Component increases, the Final Component Price of another Basket Component may not increase as much or may even decline. Therefore, in calculating the Ending Level of the Basket, an increase in the Final Component Price of a Basket Component may be moderated, or wholly offset, by a lesser increase or a decline in the Final Component Price of another Basket Component.

The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.

The Calculation Day with respect to a Basket Component will be postponed if the originally scheduled Calculation Day is not a Trading Day with respect to any Basket Component or if the calculation agent determines that a Market Disruption Event has occurred or is continuing with respect to any Basket Component on that day. If such a postponement occurs, the Stated Maturity Date will be the later of (i) the initial Stated Maturity Date and (ii) three Business Days after the last Calculation Day, as postponed.

PRS-8 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Risk Relating To The Credit Risk Of CIBC

The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities are subject to our creditworthiness, and you will have no ability to pursue any Underlying Stock Issuer for payment. As a result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities. See “Description of Senior Debt Securities—Events of Default” in the prospectus.

Risks Relating To The Estimated Value Of The Securities And Any Secondary Market

Our Estimated Value Of The Securities Is Lower Than The Original Offering Price Of The Securities.

Our estimated value is only an estimate using several factors. The original offering price of the securities exceeds our estimated value because costs associated with selling and structuring the securities, as well as hedging the securities, are included in the original offering price of the securities. See “The Estimated Value of the Securities” in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates.

Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This estimated value was based on market conditions and other relevant factors existing at that time and our assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are greater than or less than our estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market transactions. See “The Estimated Value of the Securities” in this pricing supplement.

Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms of the securities and could have an adverse effect on any secondary market prices of the securities. See “The Estimated Value of the Securities” in this pricing supplement.

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on Wells Fargo Securities’ proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may vary depending on the aggregate face amount of the securities to be purchased in the secondary market transaction, and the expected cost of unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such secondary market price for the securities will likely be less than the original offering price.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the Issue Date or during the three-month period following the Issue Date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities or any of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities’ proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline steadily to zero over this three-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we expect that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your brokerage account statement may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the securities prior to maturity will be affected by the then-current value of the Basket, interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, among others, are expected to affect the value of the securities: Basket performance; volatility of the Basket Components; correlation among the Basket Components; economic and other conditions generally; interest rates; dividend yields on the Basket Components; our credit ratings or credit spreads; and time remaining to maturity. When we refer to the “value” of your security, we mean the value you could receive for your security if you are able to sell it in the open market before the Stated Maturity Date

You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a change in the value of the Basket. Because numerous factors are expected to affect the value of the securities, changes in the value of the Basket may not result in a comparable change in the value of the securities. We anticipate that the value of the securities will always be at a discount to the face amount plus the Maximum Return.

The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

The securities will not be listed on any securities exchange. Although Wells Fargo Securities and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance that a secondary market will develop for the securities. Because we do not expect that any market makers will participate in a secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which Wells Fargo Securities and/or its affiliates are willing to buy your securities.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity.

Risks Relating To The Basket Components

The Basket Components Are Concentrated In One Sector, And Adverse Conditions In The Technology Sector May Reduce Your Return On The Securities.

All of the Basket Components are issued by companies in the technology sector. Although an investment in the securities will not give holders any ownership or other direct interests in the Basket Components, the return on an investment in the securities will be subject to certain risks associated with a direct equity investment in companies in the technology sector, including those discussed below. Accordingly, by investing in the securities, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors. In addition, because the Basket Components are concentrated in one sector, they may be more susceptible to economic, market, political or regulatory occurrences affecting the technology sector. As a result, their prices may increase or decrease at similar times and by similar magnitudes, and they may perform similarly over the term of the securities.

The prices of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.

You Have Limited Anti-dilution Protection.

The calculation agent will, in its sole discretion, adjust the Adjustment Factor of a Basket Component for certain events affecting that Basket Component, such as stock splits and stock dividends, and certain other corporate actions involving its Underlying Stock Issuer, such as mergers. However, the calculation agent is not required to make an adjustment for every corporate event that can affect a Basket Component. For example, the calculation agent is not required to make any adjustments to the Adjustment Factor of a Basket Component if its Underlying Stock Issuer or anyone else makes a partial tender or partial exchange offer for that Basket Component. Consequently, this could affect the market value of the securities. See “General Terms of the Securities—Adjustments Relating to an Underlying Stock”

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in the accompanying product supplement for a description of the general circumstances in which the calculation agent will make adjustments to the Adjustment Factor of a Basket Component.

The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.

Following certain corporate events relating to a Basket Component, such as a stock-for-stock merger where its Underlying Stock Issuer is not the surviving entity, the shares of a successor corporation to its Underlying Stock Issuer will be substituted for that Basket Component for all purposes of the securities. Following certain other corporate events relating to a Basket Component in which holders of that Basket Component would receive all of their consideration in cash and the surviving entity has no marketable securities outstanding or there is no surviving entity (including, but not limited to, a leveraged buyout or other going private transaction involving that Underlying Stock Issuer, or a liquidation of its Underlying Stock Issuer), the common stock of another company in the same industry group as its Underlying Stock Issuer will be substituted for that Basket Component for all purposes of the securities. In the event of such a corporate event, the equity-linked nature of the securities would be significantly altered. We describe the specific corporate events that can lead to these adjustments and the procedures for selecting the stock of another company as a Basket Component in the section entitled “General Terms of the Securities—Adjustments Relating to an Underlying Stock” in the accompanying product supplement. The occurrence of such corporate events and the consequent adjustments may materially and adversely affect the market value of the securities.

Risks Relating To Conflicts Of Interest

We Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts Of Interest Could Arise.

We or one of our affiliates will be the calculation agent for purposes of determining, among other things, the Starting Level and the Ending Level, calculating the Maturity Payment Amount, determining whether adjustments should be made to the Adjustment Factor of a Basket Component, determining whether a Market Disruption Event has occurred on the scheduled Calculation Day with respect to a Basket Component, which may result in postponement of the Calculation Day for that Basket Component; and determining the Stock Closing Price of a Basket Component if the Calculation Day is postponed to the last day to which it may be postponed and a Market Disruption Event occurs on that day with respect to that Basket Component. Although the calculation agent will exercise its judgment in good faith when performing its functions, potential conflicts of interest may exist between the calculation agent and you.

Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your Interests.

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating dealer,” will potentially be adverse to your interests as an investor in the securities. In engaging in certain of the activities described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.

	●	Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the value of the Basket.
	●	Business activities of our affiliates or any participating dealer or its affiliates with an Underlying Stock Issuer.
	●	Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Basket.
	●	Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the value of the Basket.
	●	A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or any fee, creating a further incentive for the participating dealer to sell the securities to you.

Risks Relating To Tax

The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.

There is no direct legal authority regarding the proper U.S. federal tax treatment of the securities, and we do not plan to request a ruling from the U.S. Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid cash-settled derivative contracts. If the IRS were successful in asserting an alternative treatment of the securities, the tax consequences of the ownership and disposition of the securities might be materially and adversely affected. As described under “Material U.S. Federal Income Tax Consequences” in the underlying supplement, the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the

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securities, including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect.

Both U.S. and non-U.S. persons considering an investment in the securities should review carefully “Summary of U.S. Federal Income Tax Consequences” in this pricing supplement and “Material U.S. Federal Income Tax Consequences” in the underlying supplement and consult their tax advisors regarding the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments and the issues presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

There Can Be No Assurance That The Canadian Federal Income Tax Consequences Of An Investment In The Securities Will Not Change In The Future.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency will not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal income tax consequences of investing in the securities, please read the section entitled “Certain Canadian Federal Income Tax Considerations” in this pricing supplement as well as the section entitled “Material Income Tax Consequences—Canadian Taxation” in the accompanying prospectus. You should consult your tax advisor with respect to your own particular situation.

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Hypothetical Examples and Returns  

The payout profile, return table and examples below illustrate the Maturity Payment Amount for a $1,000 face amount security on a hypothetical offering of securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual Initial Component Price of any Basket Component. The hypothetical Initial Component Price of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Component Price of any Basket Component. The actual Initial Component Price of each Basket Component is set forth under “Terms of the Securities” above. For historical data regarding the actual Closing Prices of the Basket Components, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000 per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual Maturity Payment Amount and resulting pre-tax total rate of return will depend on the actual terms of the securities.

Upside Participation Rate:	125.00%
Maximum Return:	31.60% or $316.00 per security
Starting Level:	100.00
Threshold Level:	85.00 (85% of the Starting Level)
Buffer Amount:	15%

Hypothetical Payout Profile

 

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Hypothetical Returns

Hypothetical Ending Level		Hypothetical Basket Return		Hypothetical Maturity Payment Amount Per Security		Hypothetical Pre-Tax Total Rate of Return(1)
200.00		100.00%		$1,316.00		31.60%
150.00		50.00%		$1,316.00		31.60%
130.00		30.00%		$1,316.00		31.60%
125.28		25.28%		$1,316.00		31.60%
120.00		20.00%		$1,250.00		25.00%
110.00		10.00%		$1,125.00		12.50%
105.00		5.00%		$1,062.50		6.25%
100.00		0.00%		$1,000.00		0.00%
95.00		-5.00%		$1,000.00		0.00%
85.00		-15.00%		$1,000.00		0.00%
80.00		-20.00%		$950.00		-5.00%
75.00		-25.00%		$900.00		-10.00%
50.00		-50.00%		$650.00		-35.00%
25.00		-75.00%		$400.00		-60.00%
0.00		-100.00%		$150.00		-85.00%

⁽¹⁾ The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the Maturity Payment Amount per security to the face amount of $1,000. 

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Hypothetical Examples

Example 1. The Maturity Payment Amount is greater than the face amount and reflects a return that is less than the Maximum Return:

	AMZN	NVDA	MSFT
Hypothetical  Initial Component Price:	$100.00	$100.00	$100.00
Hypothetical  Final Component Price:	$105.00	$115.00	$110.00
Hypothetical Component Return:	5.00%	15.00%	10.00%

Based on the Component Returns set forth above, the hypothetical Ending Level would equal:

100 × [1 + (33.34% × 5.00%) + (33.33% × 15.00%) + (33.33% × 10.00%)] = 110.00

Because the hypothetical Ending Level is greater than the Starting Level, the Maturity Payment Amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

(i)            $1,000 × Basket Return × Upside Participation Rate

$1,000 × 10.00% × 125.00%

= $125.00; and

(ii)           the Maximum Return of $316.00

On the Stated Maturity Date, you would receive $1,125.00 per security.

Example 2. The Maturity Payment Amount is greater than the face amount and reflects a return equal to the Maximum Return:

	AMZN	NVDA	MSFT
Hypothetical  Initial Component Price:	$100.00	$100.00	$100.00
Hypothetical  Final Component Price:	$185.00	$160.00	$135.00
Hypothetical Component Return:	85.00%	60.00%	35.00%

Based on the Component Returns set forth above, the hypothetical Ending Level would equal:

100 × [1 + (33.34% × 85.00%) + (33.33% × 60.00%) + (33.33% × 35.00%)] = 160.00

Because the hypothetical Ending Level is greater than the Starting Level, the Maturity Payment Amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

(i)            $1,000 × Basket Return × Upside Participation Rate

$1,000 × 60.00% × 125.00%

= $750.00; and

(ii)           the Maximum Return of $316.00

On the Stated Maturity Date, you would receive $1,316.00 per security, which is the maximum Maturity Payment Amount.

In addition to limiting your return on the securities, the Maximum Return limits the positive effect of the Upside Participation Rate. If the Ending Level is greater than the Starting Level, you will participate in the performance of the Basket at a rate of 125% up to a certain point. However, the effect of the Upside Participation Rate will be progressively reduced for Ending Levels that are greater than 125.28% of the Starting Level since your return on the securities for any Ending Level greater than 125.28% of the Starting Level will be limited to the Maximum Return.

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Example 3. The Maturity Payment Amount is equal to the face amount:

	AMZN	NVDA	MSFT
Hypothetical  Initial Component Price:	$100.00	$100.00	$100.00
Hypothetical  Final Component Price:	$90.00	$87.50	$107.50
Hypothetical Component Return:	-10.00%	-12.50%	7.50%

Based on the Component Returns set forth above, the hypothetical Ending Level would equal:

100 × [1 + (33.34% ×-10.00%) + (33.33% × -12.50%) + (33.33% × 7.50%)] = 95.00

Because the hypothetical Ending Level is less than the Starting Level, but not by more than the Buffer Amount, you would not lose any of the face amount of your securities.

On the Stated Maturity Date, you would receive $1,000.00 per security.

Example 4. The Maturity Payment Amount is less than the face amount:

	AMZN	NVDA	MSFT
Hypothetical  Initial Component Price:	$100.00	$100.00	$100.00
Hypothetical  Final Component Price:	$80.00	$20.00	$50.00
Hypothetical Component Return:	-20.00%	-80.00%	-50.00%

Based on the Component Returns set forth above, the hypothetical Ending Level would equal:

100 × [1 + (33.34% × -20.00%) + (33.33% × -80.00%) + (33.33% × -50.00%)] = 50.00

Because the hypothetical Ending Level is less than the Starting Level by more than the Buffer Amount, you would lose a portion of the face amount of your securities and receive the Maturity Payment Amount equal to:

$1,000 + [$1,000 × (Basket Return + Buffer Amount)]

$1,000 + [ $1,000 × (-50.00% + 15%)]

= $650.00

On the Stated Maturity Date, you would receive $650.00 per security.

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The Basket

The Basket will represent an approximately equally weighted portfolio of the following Basket Components, with the weighting of each Basket Component noted parenthetically: the AMZN (33.34%), the NVDA (33.33%) and the MSFT (33.33%). The value of the Basket will increase or decrease depending upon the performance of the Basket Components. For more information regarding the Basket Components, see the information provided herein and in the accompanying underlying supplement. The Basket does not reflect the performance of all major securities markets.

While historical information on the value of the Basket does not exist for dates prior to the Pricing Date, the following graph sets forth the hypothetical historical daily values of the Basket for the period from January 1, 2020 to June 27, 2025, assuming that the Basket was constructed on January 1, 2020 with a Starting Level of 100 and that each of the Basket Components had the applicable weighting as of such day. We obtained the Closing Prices and other information used by us in order to create the graph below from Bloomberg Finance L.P. (“Bloomberg”) without independent verification.

The hypothetical historical Basket values, as calculated solely for the purposes of the offering of the securities, fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the value of the Basket during any period shown below is not an indication that the percentage change in the value of the Basket is more likely to be positive or negative during the term of the securities. The hypothetical historical values do not give an indication of future values of the Basket.

 

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Amazon.com, Inc.

Amazon.com, Inc. is an online retailer that offers a range of products. The company’s products include books, music, videotapes, computers, electronics, home and garden, and other products. The company offers personalized shopping services, web-based credit card payment, and direct shipping to customers. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1018724 or SEC file number: 000-22513. This Basket Component trades on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “AMZN.”

NVIDIA Corporation

NVIDIA Corporation operates as a technology company. The company develops a platform for scientific computing, AI, data science, autonomous vehicles, robotics, metaverse, and 3D internet applications, as well as focuses on PC graphics. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1045810 or SEC file number: 000-23985. This Basket Component trades on the Nasdaq under the symbol “NVDA.”

Microsoft Corporation

Microsoft Corporation develops, licenses, sells, and supports a range of software products, services, and devices. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 789019 or SEC file number: 001-37845. This Basket Component trades on the Nasdaq under the symbol “MSFT.”

Historical Data

We obtained the Closing Prices of the Basket Components in the graphs below from Bloomberg without independent verification. The historical performance of a Basket Component should not be taken as an indication of its future performance, and no assurances can be given as to the Closing Price of any Basket Component on the Calculation Day. We cannot give you assurance that the performance of the Basket Components will result in the return of any of your investment.

The following graphs set forth daily Closing Prices of the Basket Components for the period from January 1, 2020 to June 27, 2025. On June 27, 2025, the Closing Price was $223.30 for the AMZN, $157.75 for the NVDA, and $495.94 for the MSFT.

Historical Performance of AMZN

Source: Bloomberg

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Historical Performance of the NVDA

 

Source: Bloomberg

Historical Performance of MSFT

 

Source: Bloomberg

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

The Estimated Value of the Securities

The estimated value of the securities set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the securities, valued using our internal funding rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the securities. The estimated value does not represent a minimum price at which Wells Fargo Securities or any other person would be willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Risk Factors—Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the securities is derived from the Bank’s or a third party hedge provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s estimated value of the securities was determined when the terms of the securities were set based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors—Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates” in this pricing supplement.

The Bank’s estimated value of the securities is lower than the original offering price of the securities because costs associated with selling, structuring and hedging the securities are included in the original offering price of the securities. These costs include the selling commissions paid to affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the securities. See “Risk Factors—Our Estimated Value of the Securities Is Lower Than The Original Offering Price Of The Securities” in this pricing supplement.

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Summary of U.S. Federal Income Tax Consequences

The following discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the securities. The following summary is not complete and is both qualified and supplemented by, or in some cases supplements, the discussion entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior to investing in the securities.

The U.S. federal income tax consequences of your investment in the securities are uncertain. No statutory, judicial or administrative authority directly discusses how the securities should be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the securities as prepaid cash-settled derivative contracts. By purchasing the securities, you agree to treat the securities in this manner for all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment on maturity in an amount equal to the difference between the amount you receive at such time and the amount that you paid for your securities. Such gain or loss should generally be long-term capital gain or loss if you have held your securities for more than one year. Non-U.S. Holders should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” in the underlying supplement.

The expected characterization of the securities is not binding on the IRS or the courts. Thus, it is possible that the IRS would seek to characterize your securities in a manner that results in tax consequences to you that are different from those described above or in the accompanying underlying supplement. Such alternate treatments could include a requirement that a holder accrue ordinary income over the life of the securities or treat all gain or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations with respect to your securities and certain other considerations with respect to your investment in the securities, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the securities for U.S. federal income tax or other tax purposes.

With respect to the discussion in the underlying supplement regarding “dividend equivalent” payments, the IRS has issued a notice that provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Based on our determination that the securities are not “delta-one” instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the securities. For a more detailed discussion of withholding responsibilities on dividend equivalent payments, Non-U.S. Holders should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” in the underlying supplement and consult with their own tax advisors.

You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of the securities for U.S. federal income tax purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the securities in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Certain Canadian Federal Income Tax Considerations

In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial ownership of a security pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the security; (c) does not use or hold and is not deemed to use or hold the security in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any interest and principal) made on the security; (e) is not a, and deals at arm’s length with any, “specified shareholder” of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of which CIBC or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers the security is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.

This summary assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation and application.

This summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning securities under “Material Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read that description as well.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular circumstances.

Based on Canadian tax counsel’s understanding of the Canada Revenue Agency’s administrative policies and having regard to the terms of the securities, interest payable on the securities should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by CIBC on a security as, on account of or in lieu of payment of, or in satisfaction of, interest.

Non-Resident Holders should consult their own advisors regarding the consequences to them of a disposition of the securities to a person with whom they are not dealing at arm’s length for purposes of the Canadian Tax Act.

PRS-22 

Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to a Technology Basket due July 1, 2027  

Validity of the Securities

In the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the securities has been duly authorized by all necessary corporate action of the Bank in conformity with the indenture, and when the securities have been duly executed, authenticated and issued in accordance with the indenture, the securities will be validly issued and, to the extent validity of the securities is a matter governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy, insolvency and other laws of general application affecting creditors’ rights, equitable principles, and subject to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signature, and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated June 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.

In the opinion of Mayer Brown LLP, when the securities have been duly completed in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying product supplement, underlying supplement, prospectus supplement and prospectus, the securities will constitute valid and binding obligations of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.

PRS-23 

FAQ

What is the upside return on TD’s Digital EURO STOXX 50 Notes?

If the index closes at or above its initial level on the valuation date, holders receive at least the Threshold Settlement Amount of US$1,144.60-US$1,169.60 per US$1,000 note, or higher if index gains exceed that threshold.

Can I lose my entire investment in these TD (TD) notes?

Yes. If the EURO STOXX 50 final level falls to zero, investors incur a 100% principal loss; losses occur 1-for-1 with any negative index performance.

Do the notes pay any interest during the 13-15 month term?

No. The notes are zero-coupon instruments; all value is delivered at maturity based on index performance.

How does the initial estimated value compare with the US$1,000 offer price?

TD estimates the fair value at US$953.50-US$983.50, reflecting internal funding and hedging costs—below the public offering price.

Are the notes listed on an exchange for trading?

No. The securities will not be listed; any secondary liquidity will be provided over-the-counter at GS&Co.’s discretion.

What role do TD Securities and Goldman Sachs play in this offering?

TD Securities (USA) acts as agent; Goldman Sachs & Co. LLC distributes and may make markets. Each receives an US$8.20 underwriting discount per note.