Fiddich Review Centre
Alternative Investment

Form 424B2 CANADIAN IMPERIAL BANK


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Filed
Pursuant to Rule 424(b)(2)
Registration No. 
333-257113

 

 

PRICING SUPPLEMENT dated September 19, 2022

(To Product Supplement No. WF-1 dated June 27, 2022, Stock-Linked
Underlying Supplement dated September 2, 2021, Prospectus Supplement dated September 2, 2021 and Prospectus dated September 2,
2021)

 

Canadian Imperial Bank of Commerce

Senior Global Medium-Term Notes

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal
at Risk Securities Linked to the Lowest Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc.,
and the Class A Common Stock of Alphabet Inc. due September 22, 2026
   
¨ Linked
to the
lowest performing of the
common stock of Apple Inc., the common stock of Amazon.com, Inc., and the Class A common stock of Alphabet Inc.
(each,
an “Underlying Stock”)
¨ 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
Lowest Performing Underlying Stock from
its Starting Price to its Ending Price. 
The Lowest Performing Underlying
Stock is the Underlying Stock that has the lowest Stock Return on the Calculation Day.
The
Maturity Payment Amount will reflect the following terms:
  ¨ If
the price of the
Lowest Performing Underlying Stock increases,
you will receive the face amount plus a positive return equal to 200% of the percentage increase in the price of the
Lowest
Performing Underlying Stock
from its Starting Price.
  ¨ If
the price of the
Lowest Performing Underlying Stock does
not change or decreases but the decrease is not more than 30%, you will receive the face amount
  ¨ If
the price of the
Lowest Performing Underlying Stock decreases
by more than 30%, you will have full downside exposure to the decrease in the price of the
Lowest
Performing Underlying Stock
from its Starting Price, and you will lose more than
30%, and possibly all, of the face amount
¨ Investors
may lose a significant portion or all of the face amount
¨ Your
return on the securities will depend solely on the performance of the Lowest Performing Underlying Stock. You will not benefit in
any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying
Stock performs poorly, even if the other Underlying Stocks perform favorably
¨ All
payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue
any Underlying Stock Issuer for payment;
if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of your investment
¨ No
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   $28.50   $971.50
Total  $1,469,000.00   $41,866.50   $1,427,133.50
(1)  The agent, Wells Fargo Securities, LLC (“Wells Fargo Securities”), will receive an underwriting discount of $28.50 per security. The agent may resell the securities to other securities dealers at the original offering price less a concession of $22.50 per security. Such securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent may pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA. See “Terms of the Securities—Agent’s Underwriting Discount and Other Fees” in this pricing supplement and “Use of Proceeds and Hedging” in the underlying supplement for information regarding how we may hedge our obligations under the securities.
(2)

In respect of certain securities sold in this
offering, the Issuer may pay a fee of $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 $958.50 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 and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

 

Issuer: Canadian Imperial Bank of Commerce
Market Measure:  The common stock of Apple Inc. (Bloomberg ticker: AAPL) (the “AAPL”), the common stock of Amazon.com, Inc. (Bloomberg ticker: AMZN) (the “AMZN”), and the Class A common stock of Alphabet Inc. (Bloomberg ticker: GOOGL) (the “GOOGL”) (each, an “Underlying Stock” and together, the “Underlying Stocks”)

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:  September 19, 2022
Issue Date: September 22, 2022
Calculation Day: September 15, 2026, 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: September 22, 2026, 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 Price of the Lowest Performing Underlying Stock is greater than its Starting Price:

 

$1,000 + ($1,000 × Stock Return of the Lowest
Performing Underlying Stock × Upside Participation Rate);

 

•   if
the Ending Price of the Lowest Performing Underlying Stock is less than or equal to its Starting Price, but greater than or equal to its
Threshold Price:

 

$1,000; or

 

•   if the Ending Price of the Lowest
Performing Underlying Stock is less than its Threshold Price:

 

$1,000 + ($1,000 × Stock
Return of the Lowest Performing Underlying Stock)

 

If the Ending Price of the Lowest Performing
Underlying Stock is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing
Underlying Stock from its Starting Price and will lose more than 30%, and possibly all, of the face amount of your securities at maturity.

Upside Participation Rate: 200%
Threshold Price: $108.136 with respect to the AAPL, $87.262 with respect to the AMZN, and $72.149 with respect to the GOOGL, each of which is 70.00% of its Starting Price.
Lowest
Performing Underlying Stock:
The Underlying Stock with the lowest Stock Return on the Calculation Day.
Stock Return:

With respect to each Underlying Stock, the “Stock Return” is the percentage change from its Starting Price to its Ending Price, measured as follows:  

 

               Ending
Price – Starting Price      
         

Starting Price

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Starting Price:  $154.48 with respect to the AAPL, $124.66 with respect to the AMZN, and $103.07 with respect to the GOOGL, each of which was its Stock Closing Price on the Pricing Date.
Ending Price:  With respect to each Underlying Stock, its Stock Closing Price on the Calculation Day.
Stock Closing Price: With respect to each Underlying Stock, the Closing Price, the Stock 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 $28.50 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 $22.50 per security. Such securities
dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $0.75 per security of the
underwriting discount to WFA as a distribution expense fee for each security sold by WFA. In addition, in respect of certain securities
sold in this offering, the Issuer may pay a fee of $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.

Denominations:  $1,000 and any integral multiple of $1,000. 
CUSIP / ISIN: 13607XBL0 / US13607XBL01
   

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

About
This Pricing Supplement

 

You should read this pricing supplement together
with the prospectus dated September 2, 2021 (the “prospectus”), the prospectus supplement dated September 2, 2021
(the “prospectus supplement”), the Product Supplement No. WF-1 dated June 27, 2022 (the “product supplement”),
and the Stock-Linked Underlying Supplement dated September 2, 2021 (the “underlying supplement”), relating to our Senior
Global Medium-Term Notes, of which these securities are a part, for additional information about the securities. Information included
in this pricing supplement supersedes information in the product supplement, the underlying supplement, the prospectus supplement and
the prospectus to the extent it is different from that information. The section entitled “General Terms of the Securities”
in the product supplement shall supersede and replace the section entitled “Certain Terms of the Notes” in the underlying
supplement. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, the underlying supplement,
the prospectus supplement and the prospectus.

 

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

 

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

 

The Bank, Wells Fargo Securities or any of our
respective affiliates may use this pricing supplement in market-making transactions in the securities after their initial sale. However,
it is not obligated to do so and may discontinue making a market at any time without notice.

 

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

 

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

 

Product supplement dated June 27, 2022:

https://www.sec.gov/Archives/edgar/data/1045520/000110465922074626/tm2217276d48_424b5.htm

 

Underlying supplement dated September 2, 2021:

https://www.sec.gov/Archives/edgar/data/1045520/000110465921112449/tm2123981d22_424b5.htm

 

Prospectus supplement dated September 2, 2021:

https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm

 

Prospectus dated September 2, 2021:

https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

 

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

 

  seek 200% leveraged exposure to any upside performance of the Lowest Performing Underlying Stock if its Ending Price is greater than its Starting Price;
  desire repayment of the face amount at maturity so long as the Ending Price of the Lowest Performing Underlying Stock is not less than its Starting Price by more than 30%;
  are willing to accept the risk that, if the Ending Price of the Lowest Performing Underlying Stock is less than its Starting Price by more than 30%, they will be fully exposed to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price, and will lose more than 30%, and possibly all, of the face amount at maturity;
  understand that the return on the securities will depend solely on the performance of the Lowest Performing Underlying Stock and that they will not benefit in any way from the performance of the better performing Underlying Stocks;
  understand that the securities are riskier than alternative investments linked to only one of the Underlying Stocks or linked to a basket composed of the Underlying Stocks;
  are willing to forgo periodic interest payments on the securities and dividends or other distributions paid on the Underlying Stocks; 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 Price of the Lowest Performing Underlying Stock may decrease by more than 30% from its Starting Price;
  seek full return at maturity of the face amount of the securities;
  seek exposure to a basket composed of the Underlying Stocks or a similar investment in which the overall return is based on a blend of the performances of the Underlying Stocks, rather than solely on the Lowest Performing Underlying Stock;
  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 Underlying Stocks;
  seek exposure to the Underlying Stocks 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.

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Determining
Maturity Payment Amount

 

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

 

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

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 Price of the Lowest Performing
Underlying Stock Is Less Than Its Threshold Price, You Will Lose More Than 30%, And Possibly All, 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 Price of
the Lowest Performing Underlying Stock relative to its Starting Price and the other terms of the securities. Because the price of the
Lowest Performing Underlying Stock 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 Price of the Lowest Performing Underlying
Stock is less than its Threshold Price, the Maturity Payment Amount will be less than the face amount and you will have full downside
exposure to the decrease in the price of the Lowest Performing Underlying Stock from its Starting Price. The Threshold Price of the Lowest
Performing Underlying Stock is 70% of its Starting Price. For example, if the Lowest Performing Underlying Stock has declined by 30.1%
from its Starting Price to its Ending Price, you will not receive any benefit of the contingent downside feature and you will lose 30.1%
of the face amount. As a result, you will not receive any protection if the price of the Lowest Performing Underlying Stock declines below
its Threshold Price and you will lose more than 30%, and possibly all, of the face amount at maturity. This is the case even if the price
of the Lowest Performing Underlying Stock is greater than or equal to its Starting Price or its Threshold Price at certain times during
the term of the securities.

 

Even if the Ending Price of the Lowest Performing
Underlying Stock is greater than its Starting Price, 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.

 

The Securities Are Subject To The Full Risks
Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks
Perform Favorably.

 

You are subject to the full risks of each Underlying
Stock. If any Underlying Stock performs poorly, you will be negatively affected, even if the other Underlying Stocks perform favorably.
The securities are not linked to a basket composed of the Underlying Stocks, where the better performance of some Underlying Stocks could
offset the poor performance of others. Instead, you are subject to the full risks of whichever Underlying Stock is the Lowest Performing
Underlying Stock. As a result, the securities are riskier than an alternative investment linked to only one of the Underlying Stocks or
linked to a basket composed of the Underlying Stocks. You should not invest in the securities unless you understand and are willing to
accept the full downside risks of each Underlying Stock.

 

Your Return On The Securities Will Depend Solely
On The Performance Of The Lowest Performing Underlying Stock, And You Will Not Benefit In Any Way From The Performance Of The Better Performing
Stocks.

 

Your return on the securities will depend solely
on the performance of the Lowest Performing Underlying Stock. Although it is necessary for each Underlying Stock to close above its respective
Threshold Price on the Calculation Day for you to receive the face amount of your securities at maturity, you will not benefit in any
way from the performance of the better performing Underlying Stocks. The securities may underperform an alternative investment linked
to a basket composed of the Underlying Stocks, since in such case the performance of the better performing Underlying Stocks would be
blended with the performance of the Lowest Performing Underlying Stock, resulting in a better return than the return of the Lowest Performing
Underlying Stock alone.

 

You Will Be Subject To Risks Resulting From
The Relationship Among The Underlying Stocks.

 

It is preferable from your perspective for the
Underlying Stocks to be correlated with each other so that their prices will tend to increase or decrease at similar times and by similar
magnitudes. By investing in the securities, you assume the risk that the Underlying Stocks will not exhibit this relationship. The less
correlated the Underlying Stocks, the more likely it is that any one of the Underlying Stocks will be performing poorly at any time over
the term of the securities. All that is necessary for the securities to perform poorly is for one

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

of the Underlying Stocks to perform
poorly; the performance of the better performing Underlying Stocks is not relevant to your return on the securities. It is impossible
to predict what the relationship among the Underlying Stocks will be over the term of the securities. To the extent the Underlying Stocks
operate in different industries or sectors of the market, such industries and sectors may not perform similarly over the term of the securities.

 

No Periodic Interest Will Be Paid On The Securities.

 

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

 

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

 

The Calculation Day with respect to an Underlying
Stock will be postponed if the originally scheduled Calculation Day is not a Trading Day with respect to any Underlying Stock or if the
calculation agent determines that a Market Disruption Event has occurred or is continuing with respect to that Underlying Stock on that
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.

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

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 four-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 four-month period. If you hold the securities through an account at Wells Fargo Securities
or one of its affiliates, we expect that this increase will also be reflected in the value indicated for the securities on your brokerage
account statement. If you hold your securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates,
the value of the securities on your brokerage account statement may be different than if you held your securities at Wells Fargo Securities
or any of its affiliates.

 

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

 

The
value of the securities prior to maturity will be affected by the then-current prices of the Underlying Stocks, interest rates at that
time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified
by the effect of another factor. The following factors, among others, are expected to affect the value of the securities: performance
of the Underlying Stocks; volatility of the Underlying Stocks;
economic and other conditions generally; interest rates; dividend
yields on the Underlying Stocks; 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 price of an Underlying Stock. Because numerous factors are expected to affect the value of
the securities, changes in the price of an Underlying Stock may not result in a comparable change in the value of the securities.

 

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

 

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

 

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

 

Risks Relating To The Underlying Stocks

 

The Securities Will Be Subject To Single Stock
Risk.

 

The price of an Underlying Stock can rise or fall
sharply due to factors specific to that Underlying Stock and its issuer, such as stock price volatility, earnings, financial conditions,
corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors,
such as general stock market volatility and prices, interest rates and economic and political conditions.

 

You Have Limited Anti-dilution Protection.

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

supplement for a description of the general circumstances in which
the calculation agent will make adjustments to the Adjustment Factor of the Underlying Stock.

 

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

 

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

 

Risks Relating To Conflicts Of Interest

 

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

 

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

 

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

 

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

 

Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with
an investment in the securities and may adversely affect the prices of the Underlying Stocks.
Business activities of our affiliates or any participating dealer or its affiliates with the Underlying
Stock Issuers;
Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect
the prices of the Underlying Stocks.
Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect
the prices of the Underlying Stocks.
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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the securities, including the character
and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax,
possibly with retroactive effect.

 

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

 

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

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Hypothetical
Examples and Returns  

 

The payout profile, return table and examples
below illustrate the Maturity Payment Amount for a $1,000 face amount security on a hypothetical offering of securities under various
scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent
the actual Starting Price or Threshold Price of any Underlying Stock. The hypothetical Starting Price of $100.00 has been chosen for illustrative
purposes only and does not represent the actual Starting Price of any Underlying Stock. The actual Starting Price and Threshold Price
of each Underlying Stock are set forth under “Terms of the Securities” above. For historical data regarding the actual Closing
Prices of the Underlying Stocks, see the historical information set forth 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: 200.00%
Hypothetical Starting Price of each Underlying Stock: $100.00
Hypothetical Threshold Price of each Underlying Stock: $70.00 (70% of the hypothetical Starting Price)

 

Hypothetical Payout Profile

 

 

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Hypothetical Returns

 

 Hypothetical
Ending
Price of Lowest Performing Underlying Stock

  Hypothetical Stock Return of
Lowest Performing Underlying
Stock
 

Hypothetical Maturity
Payment
Amount Per Security

 

Hypothetical
Pre-Tax
Total Rate
of Return

$200.00   100.00%   $3,000.00   200.00%
$150.00   50.00%   $2,000.00   100.00%
$140.00   40.00%   $1,800.00   80.00%
$130.00   30.00%   $1,600.00   60.00%
$120.00   20.00%   $1,400.00   40.00%
$110.00   10.00%   $1,200.00   20.00%
$105.00   5.00%   $1,100.00   10.00%
   $100.00(1)   0.00%   $1,000.00   0.00%
$90.00   -10.00%   $1,000.00   0.00%
$80.00   -20.00%   $1,000.00   0.00%
$70.00   -30.00%   $1,000.00   0.00%
$69.00   -31.00%   $690.00   -31.00%
$50.00   -50.00%   $500.00   -50.00%
$25.00   -75.00%   $250.00   -75.00%
$0.00   -100.00%   $0.00   -100.00%
(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.

 

Hypothetical Examples

 

Example 1. The Maturity Payment Amount
is greater than the face amount:

 

  AAPL AMZN GOOGL
Hypothetical Starting Price: $100.00 $100.00 $100.00
Hypothetical Ending Price: $110.00 $125.00 $125.00
Hypothetical Threshold Price: $70.00 $70.00 $70.00
Hypothetical Stock Return: 10.00% 25.00% 25.00%

 

Step
1
: Determine which Underlying Stock is the Lowest Performing Underlying Stock.

 

In this example, the AAPL has the lowest Stock
Return and is, therefore, the Lowest Performing Underlying Stock.

 

Step
2
: Determine the Maturity Payment Amount.

 

Because the hypothetical Ending Price is greater
than the hypothetical Starting Price, the Maturity Payment Amount per security would be equal to:

 

$1,000 + ($1,000 × Stock Return
of the Lowest Performing Underlying Stock × Upside Participation Rate)

 

$1,000 + ($1,000 × 10.00% × 200.00%)

 

= $1,200.00

 

On the Stated Maturity Date, you would receive
$1,200.00 per security.

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Example 2. The Maturity Payment Amount
is equal to the face amount:

 

  AAPL AMZN GOOGL
Hypothetical Starting Price: $100.00 $100.00 $100.00
Hypothetical Ending Price: $80.00 $125.00 $105.00
Hypothetical Threshold Price: $70.00 $70.00 $70.00
Hypothetical Stock Return: -20.00% 25.00% 5.00%

 

Step
1
: Determine which Underlying Stock is the Lowest Performing Underlying Stock.

 

In this example, the AAPL has the lowest Stock
Return and is, therefore, the Lowest Performing Underlying Stock.

 

Step
2
: Determine the Maturity Payment Amount.

 

Because the hypothetical Ending Price of the Lowest
Performing Underlying Stock is less than its hypothetical Starting Price, but not by more than 30%, 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 3. The Maturity Payment Amount
is less than the face amount:

 

  AAPL AMZN GOOGL
Hypothetical Starting Price: $100.00 $100.00 $100.00
Hypothetical Ending Price: $50.00 $105.00 $130.00
Hypothetical Threshold Price: $70.00 $70.00 $70.00
Hypothetical Stock Return: -50.00% 5.00% 30.00%

 

Step
1
: Determine which Underlying Stock is the Lowest Performing Underlying Stock.

 

In this example, the AAPL has the lowest Stock
Return and is, therefore, the Lowest Performing Underlying Stock.

 

Step
2
: Determine the Maturity Payment Amount.

 

Because the hypothetical Ending Price of the Lowest
Performing Underlying Stock is less than its hypothetical Starting Price by more than 30%, you would lose a portion of the face amount
of your securities and receive the Maturity Payment Amount equal to:

 

$1,000 + ($1,000 × Stock Return of the Lowest
Performing Underlying Stock)

 

$1,000 + ($1,000 × -50.00% )

 

= $500.00

 

On the Stated Maturity Date, you would receive
$500.00 per security. As this example illustrates, if any Underlying Stock depreciates by more than 30% from its Starting Price to its
Ending Price, you will incur a loss on the securities at maturity, even if the other Underlying Stocks have appreciated or have not declined
below their respective Threshold Prices.

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

 

Apple Inc.

 

Apple Inc. designs, manufactures and markets personal
computers and related personal computing and mobile communication devices along with a variety of related software, services, peripherals,
and networking solutions. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC
CIK number: 320193 or SEC file number: 001-36743. This Underlying Stock trades on The Nasdaq Stock Market LLC under the symbol “AAPL.”

 

Amazon.com, Inc.

 

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

 

Alphabet Inc.

 

Alphabet Inc. operates as a holding company. The
company, through its subsidiaries, provides web-based search, advertisements, maps, software applications, mobile operating systems, consumer
content, enterprise solutions, commerce, and hardware products. Information filed by the company with the SEC under the Exchange Act can
be located by reference to its SEC CIK number: 1652044 or SEC file number: 001-37580. This Underlying Stock trades on The Nasdaq Stock
Market LLC under the symbol “GOOGL.”

 

Historical Data

 

We obtained the Closing Prices of the Underlying
Stocks in the graphs below from Bloomberg Finance L.P. (“Bloomberg”) without independent verification. The historical performance
of the Underlying Stocks should not be taken as an indication of future performance, and no assurances can be given as to the Closing
Price of any Underlying Stock on the Calculation Day. We cannot give you assurance that the performance of the Underlying Stocks will
result in the return of any of your investment.

 

The following graphs set forth daily Closing Prices
of the Underlying Stocks for the period from January 1, 2017 to September 19, 2022. On September 19, 2022, the Closing
Price was $154.48 for the AAPL, $124.66 for the AMZN, and $103.07 for the GOOGL.

 

Historical Performance of AAPL
Source: Bloomberg

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Historical Performance of AMZN
Source: Bloomberg

 

Historical Performance of GOOGL

Source: Bloomberg

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

The
Estimated Value of the Securities

 

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

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

Summary
of U.S. Federal Income Tax Consequences

 

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

 

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

 

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

 

Based on our determination that the securities
are not “delta-one” instruments, Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if
any, under the securities. For a more detailed discussion of withholding responsibilities on dividend equivalent payments, Non-U.S. Holders
should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” in the underlying
supplement and consult with their own tax advisors.

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 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 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 is a “specified entity” for purposes of the Hybrid Mismatch Proposals,
as defined below (a “Non-Resident Holder”). For these purposes, a “specified shareholder” generally includes a
person who (either alone or together with persons with whom that person is not dealing at arm’s length for the purposes of the Canadian
Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of CIBC’s shares determined on a
votes or fair market value basis, and an entity in respect of which CIBC is a “specified entity” generally includes (i) an
entity that is a specified shareholder of CIBC (as defined above), (ii) an entity in which CIBC (either alone or together with entities
with whom CIBC is not dealing at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or control
or is otherwise deemed to own a 25% or greater equity interest, and (iii) an entity in which an entity described in (i) (either
alone or together with entities with whom such entity is not dealing at arm’s length for purposes of the Canadian Tax Act) owns
or has the right to acquire or control or is otherwise deemed to own a 25% or greater equity interest. Special rules which apply
to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.

 

For greater certainty, this summary takes into
account all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior
to the date hereof, including the proposals released on April 29, 2022 with respect to “hybrid mismatch arrangements”
(the “Hybrid Mismatch Proposals”). This summary assumes that no amount paid or payable to a holder described herein will be
the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of proposed paragraph
18.4(3)(b) of the Canadian Tax Act contained in the Hybrid Mismatch Proposals. Investors should note that the Hybrid Mismatch Proposals
are in consultation form, are highly complex, and there remains significant uncertainty as to their interpretation and application. There
can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.

 

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

 

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

 

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

 

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

 

 

Market Linked Securities—Leveraged
Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet
Inc. due September 22, 2026

 

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 15, 2021, which has been filed as Exhibit 5.2 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 15, 2021.

 

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
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 15, 2021, which has been filed as Exhibit 5.1 to
the Bank’s Registration Statement on Form F-3 filed with the SEC on June 15, 2021.

 

 

ATTACHMENTS / EXHIBITS

EX-FILING FEES

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