Obligation CBIC 0% ( US13605WTU52 ) en USD

CBIC

100 % ⇌

Canada

US13605WTU52 ( en USD )

04/12/2023 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WTU52 en USD 0%, échue

1 000 USD

1 997 000 USD

13605WTU5

N/A

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'obligation, identifiée par le code ISIN US13605WTU52 et le code CUSIP 13605WTU5, était une émission de type zero-coupon libellée en dollars américains (USD) par la Banque Canadienne Impériale de Commerce (CIBC), une institution financière majeure et reconnue mondialement basée au Canada, acteur clé du secteur bancaire nord-américain; cette émission affichait une taille totale de 1 997 000 USD, avec une taille minimale d'acquisition fixée à 1 000 USD, et se distinguait par son taux d'intérêt nominal de 0%, confirmant sa nature d'obligation à coupon zéro où le rendement est généré par la différence entre le prix d'achat et la valeur de remboursement à l'échéance; bien qu'une fréquence de paiement de 2 (semestrielle) ait été indiquée, cette caractéristique n'impliquait pas de paiements de coupons réguliers en raison de son taux nul; son échéance était précisément fixée au 4 décembre 2023, date à laquelle, conformément à ses termes, l'obligation est arrivée à maturité et a été intégralement remboursée à sa valeur nominale de 100% du prix du marché, marquant la conclusion réussie de cette opération pour l'émetteur et les porteurs.

12/2/2019
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424B2 1 a19-21743_47424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT dated November 26, 2019
(To Equity Index Underlying Supplement dated November 6, 2018, Prospectus Supplement
dated November 6, 2018 and Prospectus dated March 28, 2017)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
Market Linked Securities--Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

¢ Linked to the Dow Jones Industrial Average
® (the "Index")
¢ Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential
automatic cal upon the terms described below. Any return you receive on the securities and whether they are automatical y cal ed wil depend on the
performance of the Index
¢ Automatic Call. If the Closing Level of the Index on any Cal Observation Date is greater than or equal to the Starting Level, we wil automatical y cal
the securities for the principal amount plus the Cal Premium applicable to that Cal Observation Date

Call Observation Date
Call Premium
December 2, 2020
6.00% of the principal amount
December 2, 2021
12.00% of the principal amount
December 2, 2022
18.00% of the principal amount
November 27, 2023 (the "Final Valuation Date")
24.00% of the principal amount

¢ Payment at Maturity. If the securities are not automatical y cal ed, the payment at maturity wil be equal to or less than the principal amount per
security depending on the Closing Level of the Index on the Final Valuation Date as fol ows:
o If the Closing Level of the Index on the Final Valuation Date is less than the Starting Level, but not by more than 10%, you wil receive the
principal amount of your securities
o If the Closing Level of the Index on the Final Valuation Date is less than the Starting Level by more than 10%, you wil receive less than the
principal amount and have 1-to-1 downside exposure to the decrease in the level of the Index in excess of 10%
¢ Investors may lose up to 90% of the principal amount
¢ Any positive return on the securities wil be limited to the applicable Cal Premium, even if the Closing Level of the Index on the applicable Cal
Observation Date significantly exceeds the Starting Level. You wil not participate in any appreciation of the Index beyond the applicable fixed Cal
Premium
¢ Al payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you wil have no ability to pursue any
securities included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose al or some of your
investment
¢ No periodic interest payments or dividends
¢ No exchange listing; designed to be held to maturity or earlier automatic cal

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on page PRS-8 herein and 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 notes (as defined on page S-2 of the prospectus supplement).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved
of these securities or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Original Offering Price
Underwriting Discount (1)
Proceeds to CIBC
Per Security
$1,000.00
$26.25
$973.75
Total
$1,997,000.00
$52,421.25
$1,944,578.75

(1 ) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $26.25 per security. The agent may resell the securities
to other securities dealers at the principal amount less a concession not in excess of $17.50 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 will pay $0.75 per security of the underwriting discount to WFA
as a distribution expense fee for each security sold by WFA. See "Supplemental Plan of Distribution" 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.
Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $960.90 per security. The estimated value is less than the principal
amount of the securities. See "The Estimated Value of the Securities" in this pricing supplement.

Wells Fargo Securities

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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth
in this pricing supplement, the underlying supplement, the prospectus supplement and the prospectus, each filed with the SEC. See
"About This Pricing Supplement" in this pricing supplement.

Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
The Dow Jones Industrial Average
® (Bloomberg ticker symbol "INDU")

Pricing Date:
November 26, 2019

Issue Date:
December 2, 2019
Principal Amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount
of $1,000.

Automatic Call:
If the Closing Level of the Index on any Call Observation Date (including the Final Valuation Date) is greater
than or equal to the Starting Level, the securities will be automatically called, and on the related Call Payment
Date you will be entitled to receive a cash payment per security in U.S. dollars equal to the principal amount
per security plus the Call Premium applicable to the relevant Call Observation Date. The last Call Observation
Date is the Final Valuation Date, and payment upon an automatic call on the Final Valuation Date, if
applicable, will be made on the Stated Maturity Date.
Any positive return on the securities will be limited to the applicable Call Premium, even if the Closing
Level of the Index on the applicable Call Observation Date significantly exceeds the Starting Level. You
will not participate in any appreciation of the Index beyond the applicable Call Premium.
If the securities are automatically called, they will cease to be outstanding on the related Call Payment Date
and you will have no further rights under the securities after such Call Payment Date. You will not receive any
notice from us if the securities are automatically called.
Call Observation
Payment per Security upon
Call Observation Date
Call Premium
Dates and Call
an Automatic Call
Premiums:
December 2, 2020
6.00% of the principal amount
$1,060.00
December 2, 2021
12.00% of the principal amount
$1,120.00
December 2, 2022
18.00% of the principal amount
$1,180.00
November 27, 2023
24.00% of the principal amount
$1,240.00
We refer to November 27, 2023 as the "Final Valuation Date."
The Call Observation Dates are subject to postponement for non-Trading Days and the occurrence of a market
disruption event. See "--Postponement of a Calculation Day" below.
Call Payment Date: Five Business Days after the applicable Call Observation Date (as each such Call Observation Date may be
postponed pursuant to "--Postponement of a Calculation Day" below, if applicable); provided that the Call
Payment Date for the last Call Observation Date will be the Stated Maturity Date.

PRS-2
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

Payment at
If the Closing Level of the Index is less than the Starting Level on each of the Call Observation Dates, the
Maturity:
securities will not be automatically called, and on the Stated Maturity Date, you will be entitled to receive a
cash payment per security in U.S. dollars determined as follows:
· if the Ending Level is greater than or equal to the Threshold Level: $1,000; or
· if the Ending Level is less than the Threshold Level: $1,000 minus:

If the securities are not automatically called on or prior to the Final Valuation Date and the Ending
Level is less than the Threshold Level, you will receive less, and possibly 90% less, than the principal
amount of your securities at maturity.

Stated Maturity
December 4, 2023. If the Final Valuation Date is postponed, the Stated Maturity Date will be the later of
Date:
(i) December 4, 2023 and (ii) three Business Days after the Final Valuation Date, as postponed. No interest
will be paid in respect of such postponement. See "--Postponement of a Calculation Day" below. 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 the Stated Maturity Date.
Closing Level:
The "Closing Level" of the Index on any Trading Day means the official closing level of the Index as reported
by the Index Sponsor on such Trading Day.

Starting Level:
28,121.68, the Closing Level of the Index on the Pricing Date.

Ending Level:
The "Ending Level" will be the Closing Level of the Index on the Final Valuation Date.

Threshold Level:
25,309.512, which is equal to 90% of the Starting Level.

Postponement of a
The Call Observation Dates (including the Final Valuation Date) are each referred to as a "calculation day." If
Calculation Day:
any calculation day is not a Trading Day, such calculation day will be postponed to the next succeeding
Trading Day. A calculation day is also subject to postponement due to the occurrence of a market disruption
event. See "Additional Terms of the Securities--Market Disruption Events" in this pricing supplement.

Calculation Agent:
CIBC

Material U.S. Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and
Consequences:
disposition of the securities, see "Summary of U.S. Federal Income Tax Consequences" in this pricing

supplement and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities

dealers acting as custodians, at the principal amount of the securities less a concession of not in excess of

Agent:
$17.50 per security. Such securities dealers may include WFA. In addition to the selling concession allowed to
WFA, Wells Fargo Securities will pay $0.75 per security of the underwriting discount to WFA as a distribution
expense fee for each security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WTU5 / US13605WTU52.

PRS-3
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

DETERMINING TIMING AND AMOUNT OF PAYMENT ON THE SECURITIES

The timing and amount of the payment you will receive will be determined as follows:

PRS-4

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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

HYPOTHETICAL PAYOUT PROFILE

The following profile illustrates the potential payment on the securities for a range of hypothetical percentage changes in the Closing
Level of the Index from the Pricing Date to the applicable Call Observation Date (including the Final Valuation Date). The profile is
based on the Call Premium of 6.00% for the first Call Observation Date, 12.00% for the second Call Observation Date, 18.00% for the
third Call Observation Date and 24.00% for the final Call Observation Date and the Threshold Level equal to 90% of the Starting
Level. This profile has been prepared for purposes of illustration only. Your actual return will depend on (i) whether the securities are
automatically called; (ii) if the securities are automatically called, the actual Call Observation Date on which the securities are called;
(iii) if the securities are not automatically called, the actual Ending Level of the Index; and (iv) whether you hold your securities to
maturity or earlier automatic call.

PRS-5
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 (the "prospectus"), the prospectus
supplement dated November 6, 2018 (the "prospectus supplement") and the Equity Index Underlying Supplement dated November 6,
2018 (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 underlying
supplement, the prospectus supplement and the prospectus to the extent it is different from that information. Certain defined terms used
but not defined herein have the meanings set forth in the 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
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
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 underlying supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. Neither
this pricing supplement, nor the accompanying underlying supplement, prospectus supplement or prospectus constitutes an offer, or an
invitation on our behalf or on behalf of 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.

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 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):

·
Equity Index Underlying Supplement dated November 6, 2018:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066561/a18-39408_13424b2.htm

·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

PRS-6
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

·
believe that the Closing Level of the Index will be greater than or equal to the Starting Level on one of the Call Observation

Dates;
·
seek the potential for a fixed return if the Index has appreciated at all as of any of the Call Observation Dates in lieu of full

participation in any potential appreciation of the Index;
·
understand that if the Closing Level of the Index is less than the Starting Level on each of the Call Observation Dates

(including the Final Valuation Date), they will not receive any positive return on their investment in the securities, and that if
the Closing Level of the Index on the Final Valuation Date is less than the Starting Level by more than 10%, they will receive
less, and up to 90% less, than the principal amount per security;
·
understand that the term of the securities may be as short as approximately one year and that they will not receive a higher

Call Premium payable with respect to a later Call Observation Date if the securities are called on an earlier Call Observation
Date;
·
are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and

·
are willing to hold the securities until maturity or earlier automatic call.

The securities are not designed for, and may not be a suitable investment for, investors who:

·
seek a liquid investment or are unable or unwilling to hold the securities to maturity or earlier automatic call;

·
believe that the Closing Level of the Index will be less than the Starting Level on each of the Call Observation Dates;

·
seek a security with a fixed term;

·
seek full return at maturity of the principal amount of the securities;

·
are unwilling to accept the risk that, if the Closing Level of the Index is less than the Starting Level on each of the Call

Observation Dates (including the Final Valuation Date), they will not receive any positive return on their investment in the
securities;
·
are unwilling to accept the risk that the Closing Level of the Index may decrease by more than 10% from the Starting Level to

the Ending Level;
·
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 large capitalization segment of the United States equity market;

·
seek uncapped exposure to the upside performance of the Index beyond the applicable Call Premiums;

·
are unwilling to accept the credit risk of CIBC to obtain exposure to the Index generally, or to the exposure to the Index that

the securities provide specifically; or
·
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit

ratings.

PRS-7
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

RISK FACTORS

The securities have complex features and investing in the securities will involve risks not associated with an investment in
conventional debt securities or the securities included in the Index. You should carefully consider the risk factors set forth below 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, as well as the other information contained in this pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus, including the documents they incorporate by reference. As described in more detail below, the
value of the securities may vary considerably before the Stated Maturity Date due to events that are difficult to predict and are beyond
our control. You should reach an investment decision only after you have carefully considered with your advisors the suitability of an
investment in the securities in light of your particular circumstances.

If The Securities Are Not Automatically Called And The Ending Level Is Less Than The Threshold Level, You Will Receive
Less, And Up To 90% Less, Than The Principal Amount Of Your Securities At Maturity.

We will not repay you a fixed amount on the securities on the Stated Maturity Date. If the Closing Level of the Index is less than the
Starting Level on each of the Call Observation Dates, the securities will not be automatically called, and you will receive a payment at
maturity that will be equal to or less than the principal amount per security, depending on the Ending Level (i.e., the Closing Level of
the Index on the Final Valuation Date).

If the Ending Level is less than the Threshold Level, the payment you receive at maturity will be reduced by an amount equal to the
decline in the level of the Index to the extent it is below the Threshold Level (expressed as a percentage of the Starting Level). The
Threshold Level is 90% of the Starting Level. As a result, you may receive less, and up to 90% less, than the principal amount per
security at maturity even if the level of the Index is greater than or equal to the Starting Level or the Threshold Level at certain times
during the term of the securities.

If the securities are not automatically called, your return on the securities will be zero or negative, and your yield on the securities will
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 Potential Return On The Securities Is Limited To The Call Premium And May Be Less Than The Return On A Direct
Investment In The Securities Included In The Index.

The potential return on the securities is limited to the applicable Call Premium, regardless of the performance of the Index. The Index
may appreciate by significantly more than the percentage represented by the applicable Call Premium from the Pricing Date through
the applicable Call Observation Date, in which case an investment in the securities will underperform a hypothetical alternative
investment providing a 1-to-1 return based on the performance of the Index. Furthermore, if the securities are called on an earlier Call
Observation Date, you will receive a lower Call Premium than if the securities were called on a later Call Observation Date, and
accordingly, if the securities are called on one of the earlier Call Observation Dates, you will not receive the highest potential Call
Premium.

In addition, your return on the securities will not reflect the return you would realize if you actually owned the securities included in
the Index and received the dividends and other payments paid on those securities. This is in part because any payment on the securities
will be determined by reference to the Closing Level of the Index, which will be calculated by reference to the prices of the securities
in the Index without taking into consideration the value of dividends and other payments paid on those securities.

You Will Be Subject To Reinvestment Risk.

If your securities are automatically called early, the term of the securities may be reduced to as short as approximately one year. There
is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar
level of risk in the event the securities are automatically called prior to maturity.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, because it is possible that the securities may be classified for U.S. federal
income tax purposes as contingent payment debt instruments rather than prepaid forward contracts, you may 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 "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

PRS-8
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Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

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

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts
payable under the securities are subject to our creditworthiness, and you will have no ability to pursue any securities included in the
Index for payment. As a result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may
affect the value of the securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you
under the terms of the securities. See "Description of the Notes We May Offer--Events of Default" in the prospectus supplement.

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 principal 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 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.

PRS-9
https://www.sec.gov/Archives/edgar/data/1045520/000110465919068709/a19-21743_47424b2.htm
9/25

12/2/2019
https://www.sec.gov/Archives/edgar/data/1045520/000110465919068709/a19-21743_47424b2.htm

Market Linked Securities--Auto-Callable with Fixed
Percentage Buffered Downside
Principal at Risk Securities Linked to the Dow Jones Industrial Average
® due December 4, 2023

The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In
Complex Ways.
The value of the securities prior to maturity will be affected by the then-current level of the Index, interest rates at that time and a
number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by
the effect of another factor. The following factors, among others, are expected to affect the value of the securities. 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.

·
Index Performance. The value of the securities prior to maturity will depend substantially on the then-current level of the

Index. The price at which you may be able to sell the securities before maturity may be at a discount, which could be
substantial, from their principal amount, if the level of the Index at such time is less than, equal to or not sufficiently above its
Starting Level or Threshold Level.

·
Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.

·
Volatility Of The Index. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the

securities may be affected if the volatility of the Index changes.

·
Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from

that which would be expected based on the then-current level of the Index. This difference will most likely reflect a discount
due to expectations and uncertainty concerning the level of the Index during the period of time still remaining to the maturity
date. In general, as the time remaining to maturity decreases, the value of the securities will approach the amount that could be
payable at maturity based on the then-current level of the Index.

·
Dividend Yields On Securities Included In The Index. The value of the securities may be affected by the dividend yields on

securities included in the Index.

·
Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings,

financial condition or results of operation may affect the value of the securities. However, because the return on the securities
is dependent upon factors in addition to our ability to pay our obligations under the securities, such as the level of the Index,
an improvement in our credit ratings, financial condition or results of operation will not reduce the other investment risks
related to the securities.
The value of the securities will also be limited by the automatic call feature because if the securities are automatically called, the return
will not be greater than the applicable Call Premium. You should understand that the impact of one of the factors specified above, such
as a change in interest rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a
change in the level of the Index.
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 or displayed on any securities exchange or any automated quotation system. 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. 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.
A Call Payment Date And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.
A calculation day (i.e., a Call Observation Date, including the Final Valuation Date) will be postponed if the applicable originally
scheduled calculation day is not a Trading Day or if the calculation agent determines that a market disruption event has occurred or is
continuing on that calculation day. If such a postponement occurs with respect to a calculation day other than the Final Valuation Date,
then the related Call Payment Date will be postponed. If such a postponement occurs with respect to the Final Valuation Date, the
Stated Maturity Date will be the later of (i) the initial Stated Maturity Date and (ii) three Business Days after the Final Valuation Date,
as postponed.

PRS-10
https://www.sec.gov/Archives/edgar/data/1045520/000110465919068709/a19-21743_47424b2.htm
10/25