Obligation CBIC 0% ( US13605WYQ85 ) en USD

CBIC

100 % ⇌

Canada

US13605WYQ85 ( en USD )

25/05/2021 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WYQ85 en USD 0%, échue

1 000 USD

2 995 000 USD

13605WYQ8

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 émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WYQ85, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/05/2021

424B2 1 a20-20110_14424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233663

Pricing Supplement dated May 21, 2020
(To Stock-Linked Underlying Supplement dated December 16, 2019,
Prospectus Supplement dated December 16, 2019, and Prospectus dated December 16, 2019)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$2,995,000 Contingent Coupon Autocallable Notes with Memory Coupon Feature Linked to the Common Stock of Bank of America
Corporation due May 25, 2021

· The Contingent Coupon Autocallable Notes with Memory Coupon Feature (the "notes") will provide a quarterly Contingent Coupon Payment at a rate of 4.50% (or
18.00% per annum), as well as any previously unpaid Contingent Coupon Payments with respect to prior Coupon Determination Dates as described in the paragraph
below, until the earlier of maturity or automatic call if, and only if, the Closing Price of the Reference Stock on the applicable quarterly Coupon Determination Date
is greater than or equal to the Coupon Barrier Price (70% of the Initial Price).
· If a Contingent Coupon Payment is not payable on a Coupon Payment Date because the Closing Price of the Reference Stock on the relevant Coupon Determination
Date is less than the Coupon Barrier Price, such Contingent Coupon Payment will become payable on a later Coupon Payment Date if, and only if, the Closing Price
of the Reference Stock on such later Coupon Determination Date is greater than or equal to the Coupon Barrier Price. For the avoidance of doubt, once a previously
unpaid Contingent Coupon Payment has been paid on a later Coupon Payment Date, it will not be paid again on any subsequent Coupon Payment Date.
· If the Closing Price of the Reference Stock on any Call Observation Date is greater than or equal to the Initial Price, we will automatically call the notes and pay you
on the applicable Call Payment Date the principal amount plus the applicable Contingent Coupon Payment, as well as any previously unpaid Contingent Coupon
Payments with respect to prior Coupon Determination Dates. No further amounts will be owed to you.
· If the notes have not been previously called, the Payment at Maturity will depend on the Closing Price of the Reference Stock on the Final Valuation Date (the
"Final Price") and will be calculated as follows:
a. If the Final Price is greater than or equal to the Principal Barrier Price (70% of the Initial Price): the sum of (i) the principal amount, (ii) the final Contingent
Coupon Payment, and (iii) any previously unpaid Contingent Coupon Payments.
b. If the Final Price is less than the Principal Barrier Price: (i) the principal amount plus (ii) the product of the principal amount multiplied by the Percentage
Change of the Reference Stock. In this case, you will lose some or all of the principal amount at maturity. Even with any Contingent Coupon Payments, the
return on the notes could be negative.
· The notes will not be listed on any securities exchange.
· The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000.

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

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

Investing in the notes involves risks not associated with an investment in ordinary debt securities. See "Additional Risk Factors" beginning on page PS-8 of this
pricing supplement, 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.

Price to Public (Initial Issue Price)(1)
Underwriting Discount(1)(2)
Proceeds to Issuer
Per Note
$1,000.00
$20.00
$980.00
Total
$2,995,000.00
$59,900.00
$2,935,100.00

(1) Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their commissions or selling concessions,
the price to public for investors purchasing the notes in these accounts will be $980.00 per note.
(2) Jefferies LLC ("Jefferies") will receive a commission of $20 (2.00%) per $1,000 principal amount of notes. Jefferies may use a portion of its commission to allow
selling concessions to other dealers in connection with the distribution of the notes. The other dealers may forgo, in their sole discretion, some or all of their
selling concessions. See "Supplemental Plan of Distribution" on page PS-16 of this pricing supplement.
The initial estimated value of the notes on the Trade Date as determined by the Bank is $969.30 per $1,000 principal amount of the notes, which is less than the price to
public. See "The Bank's Estimated Value of the Notes" in this pricing supplement.
We will deliver the notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on June 1, 2020 against payment in immediately available
funds.

Jefferies LLC

https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

ADDITIONAL TERMS OF THE NOTES

You should read this pricing supplement together with the prospectus dated December 16, 2019 (the "prospectus"), the prospectus supplement
dated December 16, 2019 (the "prospectus supplement") and the Stock-Linked Underlying Supplement dated December 16, 2019 (the "underlying
supplement"). Information 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 capitalized terms used but not defined herein will have the meanings set forth
in the underlying supplement, the prospectus supplement or the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus. This pricing supplement may be used only for the purpose for which it has been
prepared. No one is authorized to give information other than that contained in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus, and in the documents referred to in those documents and which are made available to
the public. None of us, Jefferies or any of our respective affiliates has 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.

None of us, Jefferies or any of our respective affiliates is making an offer to sell the notes in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in or incorporated by reference in this pricing supplement or the accompanying
underlying supplement, the prospectus supplement or the 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, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us or Jefferies,
to subscribe for and purchase any of the notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

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

You may access the 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):

· Underlying supplement dated December 16, 2019:https://www.sec.gov/Archives/edgar/data/1045520/000110465919073071/a19-

25016_6424b2.htm

· Prospectus supplement dated December 16, 2019:https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-

24965_3424b2.htm

· Prospectus dated December 16, 2019:https://www.sec.gov/Archives/edgar/data/1045520/000110465919073027/a19-24965_1424b3.htm

PS-1

SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in the underlying supplement, the prospectus
supplement and the prospectus. See "Additional Terms of the Notes" in this pricing supplement.

Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
The common stock of Bank of America Corporation (Bloomberg ticker "BAC UN EQUITY") (the
"Reference Stock")

Principal Amount:
$1,000 per note

Aggregate Principal Amount:
$2,995,000.00

Term:
Approximately one year, unless previously called

Trade Date:
May 21, 2020

Original Issue Date:
June 1, 2020

Final Valuation Date:
May 20, 2021, subject to postponement as described under "Certain Terms of the Notes--Valuation Dates
--For Notes Where the Reference Asset Is a Single Reference Stock" in the underlying supplement.
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

Maturity Date:
May 25, 2021. The Maturity Date is subject to the Call Feature and may be postponed as described under
"Certain Terms of the Notes-- Valuation Dates--For Notes Where the Reference Asset Is a Single
Reference Stock" in the underlying supplement.

Contingent Coupon Payment:
On each Coupon Payment Date, you will receive a payment at the Contingent Coupon Rate (a "Contingent

Coupon Payment"), as well as any previously unpaid Contingent Coupon Payments with respect to prior
Coupon Determination Dates, if, and only if, the Closing Price of the Reference Stock on the related
Coupon Determination Date is greater than or equal to the Coupon Barrier Price.

If the Closing Price of the Reference Stock on any Coupon Determination Date is less than the Coupon
Barrier Price, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date.
However, such Contingent Coupon Payment will be payable on a later Coupon Payment Date if, and only
if, the Closing Price of the Reference Stock on such later Coupon Determination Date is greater than or
equal to the Coupon Barrier Price. For the avoidance of doubt, once a previously unpaid Contingent
Coupon Payment has been paid on a later Coupon Payment Date, it will not be paid again on any
subsequent Coupon Payment Date.

Each quarterly Contingent Coupon Payment, if payable, will be calculated per note as follows: $1,000 ×
Contingent Coupon Rate × (90/360). Any Contingent Coupon Payments will be rounded to the nearest
cent, with one-half cent rounded upward.

Contingent Coupon Rate:
18.00% per annum (or 4.50% per quarter).

Coupon Barrier Price:
$16.04, which is 70% of the Initial Price (rounded to two decimal places).

Coupon Determination Dates:
August 20, 2020, November 20, 2020, February 22, 2021 and the Final Valuation Date, each subject to
postponement as described under "Certain Terms of the Notes--

PS-2

Valuation Dates--For Notes Where the Reference Asset Is a Single Reference Stock" in the underlying
supplement.

Coupon Payment Dates:
August 25, 2020, November 25, 2020, February 25, 2021 and the Maturity Date.

Each Coupon Payment Date is subject to postponement as described under "Certain Terms of the Notes--
Valuation Dates--For Notes Where the Reference Asset Is a Single Reference Stock" in the underlying
supplement.

Call Feature:
If the Closing Price of the Reference Stock on any Call Observation Date is greater than or equal to the
Initial Price, we will automatically call the notes and pay you on the applicable Call Payment Date the
principal amount plus the applicable Contingent Coupon Payment otherwise due for that Call Observation
Date, as well as any previously unpaid Contingent Coupon Payments with respect to prior Coupon
Determination Dates.

If the notes are automatically called, they will cease to be outstanding on the related Call Payment Date
and you will have no further rights under the notes after such Call Payment Date. You will not receive any
notice from us if the notes are automatically called.

Call Observation Dates:
The Coupon Determination Dates beginning on August 20, 2020 and ending on February 22, 2021.

Call Payment Dates:
The relevant Coupon Payment Date.

Payment at Maturity:
If the notes have not been previously called, the Payment at Maturity will be based on the Final Price and
will be calculated as follows:

· If the Final Price is greater than or equal to the Principal Barrier Price:

Principal Amount + Final Contingent Coupon Payment + Any Previously Unpaid Contingent Coupon
Payments

If the Final Price is less than the Principal Barrier Price:

https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

·
Principal Amount + (Principal Amount × Percentage Change)

In this case, you will lose some or all of the principal amount at maturity. Even with any
Contingent Coupon Payments, the return on the notes could be negative.

Percentage Change:
The "Percentage Change", expressed as a percentage, is calculated as follows:

Final Price -- Initial Price
Initial Price

Principal Barrier Price:
$16.04, which is 70% of the Initial Price (rounded to two decimal places).

Initial Price:
$22.91, which was the Closing Price of the Reference Stock on May 20, 2020

Final Price:
The Closing Price of the Reference Stock on the Final Valuation Date.

Calculation Agent:
Canadian Imperial Bank of Commerce.

CUSIP/ISIN:
13605WYQ8 / US13605WYQ85

PS-3

Fees and Expenses:
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and
profits that the Bank or its affiliates expect to realize in connection with hedging activities related to the
notes.

PS-4

HYPOTHETICAL PAYMENT AT MATURITY

The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of
every possible scenario concerning increases or decreases in the Final Price relative to the Initial Price. We cannot predict the Closing Price of the
Reference Stock on any Coupon Determination Date, including the Final Valuation Date. The assumptions we have made in connection with the
illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of
the expected performance of the Reference Stock or return on the notes. The numbers appearing in the table below and following examples have
been rounded for ease of analysis.

The table below illustrates the Payment at Maturity on a $1,000 investment in the notes for a hypothetical range of percentage changes of the
Reference Stock from -100% to +100%. The following results are based solely on the assumptions outlined below. The "Hypothetical Return on
the Notes" as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 principal
amount to $1,000. The potential returns described here assume that the notes have not been automatically called prior to maturity and are held to
maturity, and that all Contingent Coupon Payments with respect to the Coupon Determination Dates prior to the Final Valuation Date have been
paid prior to maturity. The following table and examples are based on the following terms:

Principal Amount:
$1,000

Contingent Coupon Rate:
18.00% per annum (or 4.50% per quarter)

Hypothetical Initial Price:
$100

Hypothetical Principal Barrier Price:
$70 (70% of the Initial Price)

Hypothetical Return on
the Notes (Assuming All
Hypothetical Final
Hypothetical
Hypothetical Payment at
Previous Contingent
Price
Percentage Change
Maturity
Coupon Payments Have
Been Paid Prior to
Maturity)
$200.00
100.00%
$1,045.00(1)
4.50%
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

$175.00
75.00%
$1,045.00
4.50%
$150.00
50.00%
$1,045.00
4.50%
$125.00
25.00%
$1,045.00
4.50%
$100.00(2)
0.00%
$1,045.00
4.50%
$90.00
-10.00%
$1,045.00
4.50%
$80.00
-20.00%
$1,045.00
4.50%
$70.00(3)
-30.00%
$1,045.00
4.50%
$69.00
-31.00%
$690.00
-31.00%
$50.00
-50.00%
$500.00
-50.00%
$25.00
-75.00%
$250.00
-75.00%
$10.00
-90.00%
$100.00
-90.00%
$0.00
-100.00%
$0.00
-100.00%

(1)
Assuming all Contingent Coupon Payments with respect to the Coupon Determination Dates prior to the Final Valuation Date have been

paid prior to maturity, the Payment at Maturity cannot exceed the principal amount plus the final Contingent Coupon Payment.
(2)
The hypothetical Initial Price of $100 used in these examples has been chosen for illustrative purposes only. The actual Initial Price is

set forth on page PS-3 of this pricing supplement .
(3)
This is the hypothetical Principal Barrier Price.

PS-5

The following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes
assuming that all Contingent Coupon Payments with respect to the Coupon Determination Dates prior to the Final Valuation Date have been paid
prior to maturity.

Example 1: The Percentage Change Is 50.00%.

Because the Final Price is greater than the Principal Barrier Price, the Payment at Maturity would be $1,045.00 per $1,000 principal amount,
calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 4.50%)

= $1,045.00

Example 1 shows that assuming all Contingent Coupon Payments with respect to the Coupon Determination Dates prior to the Final Valuation
Date have been paid prior to maturity, the Payment at Maturity will be fixed at the principal amount plus the final Contingent Coupon Payment
when the Final Price is at or above the Principal Barrier Price, regardless the extent to which the price of the Reference Stock increases.

Example 2: The Percentage Change Is -20.00%.

Because the Final Price is greater than the Principal Barrier Price, the Payment at Maturity would be $1,045.00 per $1,000 principal amount,
calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 4.50%)

= $1,045.00

Example 2 shows that assuming all Contingent Coupon Payments with respect to the Coupon Determination Dates prior to the Final Valuation
Date have been paid prior to maturity, the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when
the Final Price is at or above the Principal Barrier Price, although the price of the Reference Stock has decreased.

Example 3: The Percentage Change Is -75.00%.
Because the Final Price is less than the Principal Barrier Price, the Payment at Maturity would be $250.00 per $1,000 principal amount, calculated
as follows:

$1,000 + ($1,000 × Percentage Change)

= $1,000 + ($1,000 × -75.00%)

= $250.00

Example 3 shows that you are exposed on a 1-to-1 basis to any decrease in the price of the Reference Stock from the Initial Price if the Final Price
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

is less than the Principal Barrier Price. You may lose up to 100% of your principal amount at maturity. Even with any Contingent Coupon
Payments, the return on the notes could be negative.

These examples illustrate that you will not participate in any appreciation of the Reference Stock, but will be fully exposed to a decrease in
the Reference Stock if the Final Price is less than the Principal Barrier Price.

PS-6

INVESTOR SUITABILITY

The notes may be suitable for you if:
· You believe that the Closing Price of the Reference Stock will be at or above the Coupon Barrier Price on some or all of the Coupon

Determination Dates, and the Final Price will be at or above the Principal Barrier Price.
· You seek an investment with quarterly Contingent Coupon Payments at a rate of 4.50% (or 18.00% per annum) until the earlier of

maturity or automatic call, if, and only if, the Closing Price of the Reference Stock on the applicable Coupon Determination Date is
greater than or equal to the Coupon Barrier Price.
· You are willing to lose a substantial portion or all of the principal amount of the notes if the notes are not called and the Final Price is less

than the Principal Barrier Price.
· You are willing to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment

Dates and may lose up to 100% of the principal amount of the notes at maturity.
· You are willing to invest in the notes based on the fact that your maximum potential return is the sum of any Contingent Coupon

Payments payable on the notes.
· You are willing to forgo participation in any appreciation of the Reference Stock.

· You understand that the notes may be automatically called prior to maturity and that the term of the notes may be as short as

approximately three months, or you are otherwise willing to hold the notes to maturity.
· You do not seek certainty of current income over the term of the notes.

· You are willing to forgo dividends or other distributions paid on the Reference Stock.

· You do not seek an investment for which there will be an active secondary market.

· You are willing to assume the credit risk of the Bank for any payments under the notes.

The notes may not be suitable for you if:
· You believe that the Closing Price of the Reference Stock will be below the Coupon Barrier Price on most or all of the Coupon

Determination Dates, and the Final Price will be below the Principal Barrier Price.
· You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return.

· You are unwilling to lose a substantial portion or all of the principal amount of the notes if the notes are not called and the Final Price is

less than the Principal Barrier Price.
· You are unwilling to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment

Dates and may lose up to 100% of the principal amount of the notes at maturity.
· You seek full payment of the principal amount of the notes at maturity.

· You seek an uncapped return on your investment.

· You seek exposure to the upside performance of the Reference Stock.

· You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or you are otherwise unable or unwilling

to hold the notes to maturity.
· You seek certainty of current income over the term of the notes.

· You want to receive dividends or other distributions paid on the Reference Stock.

· You seek an investment for which there will be an active secondary market.

· You are not willing to assume the credit risk of the Bank for all payments under the notes.

The investor suitability considerations identified above are not exhaustive. Whether or not the notes are a suitable 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 suitability of an investment in the notes in light of your particular
circumstances. You should also review ``Additional Risk Factors'' below for risks related to the notes.

PS-7

https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

ADDITIONAL RISK FACTORS

An investment in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read
"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 understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your
advisers, of the suitability of the notes in light of your particular financial circumstances and the information set forth in this pricing supplement and
the accompanying underlying supplement, the prospectus supplement and the prospectus.

If the notes are not called, you may lose all or a substantial portion of the principal amount of your notes.

The notes do not guarantee any return of principal. The repayment of any principal on the notes at maturity depends on the Final Price. The Bank
will only repay you the full principal amount of your notes if the Final Price is greater than or equal to the Principal Barrier Price. If the Final Price
is less than the Principal Barrier Price, you will lose 1% of the principal amount for each percentage point that the Final Price is less than the Initial
Price. You may lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return on the notes could
be negative.

The automatic call feature limits your potential return.

If the notes are called, the payment on the notes on any Call Payment Date is limited to the principal amount plus the applicable Contingent Coupon
Payment. In addition, if the notes are called, which may occur as early as the first Coupon Determination Date, the amount of coupon payable on
the notes will be less than the full amount of coupon that would have been payable if the notes had not been called prior to maturity. If the notes
are automatically called, you will lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date
to the scheduled Maturity Date, and the total return on the notes could be minimal. Because of the automatic call feature, the term of your
investment in the notes may be limited to a period that is shorter than the original term of the notes and may be as short as approximately three
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk in the event the notes are automatically called prior to the Maturity Date.

The notes do not provide for fixed payments of interest and you may receive no Contingent Coupon Payments on most or all of the
Coupon Payment Dates.

On each Coupon Payment Date, you will receive a Contingent Coupon Payment if, and only if, the Closing Price of the Reference Stock on the
related Coupon Determination Date is greater than or equal to the Coupon Barrier Price. Although the notes have a memory coupon feature, if the
Closing Price of the Reference Stock is less than the Coupon Barrier Price on each Coupon Determination Date over the term of the notes, you will
not receive any Contingent Coupon Payments over the entire term of the notes, and you will not receive a positive return on your notes. Generally,
this non-payment of the Contingent Coupon Payment coincides with a period of greater risk of principal loss on your notes. Even if all of the
Contingent Coupon Payments are paid during the term of the notes, the payments may be at irregular intervals, and a significant portion of the term
of the notes may pass without any payments being made.

You will not participate in any appreciation of the Reference Stock and your return on the notes will be limited to the Contingent Coupon
Payments paid on the notes, if any.

The Payment at Maturity will not exceed the sum of the principal amount, the final Contingent Coupon Payment and any previously unpaid
Contingent Coupon Payments, and any positive return you receive on the notes will be composed solely of the sum of any Contingent Coupon
Payments received prior to and at maturity. You will not participate in any appreciation of the Reference Stock. Therefore, if the appreciation of
the Reference Stock exceeds the sum of the Contingent Coupon Payments paid to you, if any, the notes will underperform an investment in
securities linked to the Reference Stock providing full participation in the appreciation. Accordingly, the return on the notes may be less than the
return would be if you made an investment in securities directly linked to the positive performance of the Reference Stock.

PS-8

The notes will be subject to single stock risk.

The price of the Reference Stock can rise or fall sharply due to factors specific to that Reference 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 levels, interest rates and economic and political conditions.

The payments on the notes are not linked to the price of the Reference Stock at any time other than the Coupon Determination Dates.

The payments on the notes will be based on the Closing Price of the Reference Stock on the Coupon Determination Dates. Therefore, for example,
if the Closing Price of the Reference Stock declined substantially as of each Coupon Determination Date compared to the Initial Price or Coupon
Barrier Price, as applicable, the notes will not be called and the Contingent Coupon Payments will not be payable. Similarly, if the Final Price
declined substantially as of the Final Valuation Date compared to the Principal Barrier Price, the Payment at Maturity may be significantly less
than it would otherwise have been had the Payment at Maturity been linked to the Closing Price of the Reference Stock prior to the Final Valuation
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

Date. Although the actual price of the Reference Stock at other times during the term of the notes may be higher than its Closing Price on a Coupon
Determination Date, the payments on the notes will not benefit from the Closing Price of the Reference Stock at any time other than the Coupon
Determination Dates.

Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the
value of the notes.

The notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our other unsecured and unsubordinated debt
obligations, except such obligations as may be preferred by operation of law. Any payment to be made on the notes depends on our ability to
satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market value of the notes and,
in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms of the notes. If we default on our
obligations under the notes, your investment would be at risk and you could lose some or all of your investment. See "Description of Senior Debt
Securities--Events of Default" in the accompanying prospectus.

The Bank's initial estimated value of the notes is lower than the initial issue price (price to public) of the notes.

The initial issue price of the notes exceeds the Bank's initial estimated value because costs associated with selling and structuring the notes, as well
as hedging the notes, are included in the initial issue price of the notes. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

The Bank's initial estimated value does not represent future values of the notes and may differ from others' estimates.

The Bank's initial estimated value of the notes is only an estimate, which was determined by reference to the Bank's internal pricing models when
the terms of the notes were set. This estimated value was based on market conditions and other relevant factors existing at that time, the Bank's
internal funding rate on the Trade Date and the Bank's 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 notes that are greater or less than the Bank's
initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be
incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market conditions,
including the price of the Reference Stock, the Bank's creditworthiness, interest rate movements and other relevant factors, which may impact the
price at which the agent or any other party would be willing to buy the notes from you in any secondary market transactions. The Bank's initial
estimated value does not represent a minimum price at which the agent or any other party would be willing to buy the notes in any secondary
market (if any exists) at any time. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

The Bank's initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate debt.

PS-9

The internal funding rate used in the determination of the Bank's initial estimated value of the notes 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 notes as well as
the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate
debt. If the Bank were to have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes
to be more favorable to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the economic terms
of the notes and the initial estimated value of the notes on the Trade Date, and could have an adverse effect on any secondary market prices of the
notes. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

Certain business, trading and hedging activities of us, the agent, and our respective affiliates may create conflicts with your interests and
could potentially adversely affect the value of the notes.

We, the agent, and our respective affiliates may engage in trading and other business activities related to the Reference Stock that are not for your
account or on your behalf. We, the agent, and our respective affiliates also may issue or underwrite other financial instruments with returns based
upon the Reference Stock. These activities may present a conflict of interest between your interest in the notes and the interests that we, the agent,
and our respective affiliates may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other
customers, and in accounts under our or their management. These trading and other business activities, if they influence the price of the Reference
Stock or secondary trading in your notes, could be adverse to your interests as a beneficial owner of the notes.

Moreover, we and our affiliates play a variety of roles in connection with the issuance of the notes, including hedging our obligations under the
notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated value of the notes when the terms
of the notes are set. We expect to hedge our obligations under the notes through the agent, one of its affiliates or our affiliates, and/or another
unaffiliated counterparty. Any of these hedging activities may adversely affect the price of the Reference Stock and therefore the market value of
the notes and the amount you will receive, if any, on the notes. In connection with such activities, the economic interests of us, the agent, and our
respective affiliates may be adverse to your interests as an investor in the notes. Any of these activities may adversely affect the value of the notes.
In addition, because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may
result in a profit that is more or less than expected, or it may result in a loss. We, the agent, or one or more of our respective affiliates will retain
any profits realized in hedging our obligations under the notes even if investors do not receive a favorable investment return under the terms of the
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

notes or in any secondary market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation
that we, the agent, and our respective affiliates receive for the sale of the notes, which creates an additional incentive to sell the notes to you. We,
the agent, and our respective affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to these
transactions based on the potential effect on an investor in the notes.

There are potential conflicts of interest between you and the calculation agent.

The calculation agent will determine, among other things, the amount of payments on the notes. The calculation agent will exercise its judgment
when performing its functions. For example, the calculation agent will determine whether a Market Disruption Event affecting the Reference Stock
has occurred, and make a good faith estimate in its sole discretion of the Closing Price for an affected Reference Stock if the relevant Coupon
Determination Date is postponed to the last possible day, and make certain anti-dilution adjustments with respect to the Reference Stock if certain
corporate events occur. See "Certain Terms of the Notes--Valuation Dates" and "--Anti-Dilution Adjustments" in the underlying supplement.
This determination may, in turn, depend on the calculation agent's judgment as to whether the event has materially interfered with our ability or
the ability of one of our affiliates to unwind our hedge positions. The calculation agent will be required to carry out its duties in good faith and use
its reasonable judgment. However, because we will be the calculation agent, potential conflicts of interest could arise. Neither we nor any of our
affiliates will have any obligation to consider your interests as a holder of the notes in taking any action that might affect the value of your notes.

There will be limited anti-dilution protection.

For certain events affecting shares of the Reference Stock, such as stock splits or extraordinary dividends, the calculation agent may make
adjustments which may adversely affect any payments on the notes. However, the calculation agent is not required to make an adjustment for every
corporate action which affects the price of the

PS-10

Reference Stock. If an event occurs that does not require the calculation agent to adjust the price of the Reference Stock, the market value of the
notes and the amount due on the notes may be materially and adversely affected.

Higher Contingent Coupon Rate or lower Principal Barrier Price are generally associated with a Reference Stock with greater expected
volatility and therefore can indicate a greater risk of loss.

"Volatility" refers to the frequency and magnitude of changes in the price of the Reference Stock. The greater the expected volatility with respect to
the Reference Stock on the Trade Date, the higher the expectation as of the Trade Date that the price of the Reference Stock could close below the
Principal Barrier Price on the Final Valuation Date, indicating a higher expected risk of loss on the notes. This greater expected risk will generally
be reflected in a higher Contingent Coupon Rate than the yield payable on our conventional debt securities with a similar maturity, or in more
favorable terms (such as a lower Coupon Barrier Price or a higher Contingent Coupon Rate) than for similar securities linked to the performance of
the Reference Stock with a lower expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent
Coupon Rate may indicate an increased risk of loss. Further, a relatively lower Principal Barrier Price may not necessarily indicate that the notes
have a greater likelihood of a repayment of principal at maturity. The volatility of the Reference Stock can change significantly over the term of the
notes. The price of the Reference Stock for your notes could fall sharply, which could result in a significant loss of principal. You should be willing
to accept the downside market risk of the Reference Stock and the potential to lose some or all of your principal at maturity.

The notes will not be listed on any securities exchange or any inter-dealer quotation system, and there may be no secondary market for the
notes.

The notes are most suitable for purchasing and holding to maturity or automatic call. The notes will be new securities for which there is no trading
market. The notes will not be listed on any securities exchange or any inter-dealer quotation system. We cannot assure you as to whether there will
be a trading or secondary market for the notes or, if there were to be such a trading or secondary market, that it would be liquid.

Under ordinary market conditions, Jefferies or any of its affiliates may (but are not obligated to) make a secondary market for the notes. However,
it may cease doing so at any time. Because we do not expect other broker-dealers to participate in the secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if any, at which Jefferies or any of its affiliates are willing to transact. If
none of Jefferies or any of its affiliates makes a market for the notes, there will not be a secondary market for the notes. Accordingly, we cannot
assure you as to the development or liquidity of any secondary market for the notes. If a secondary market in the notes is not developed or
maintained, you may not be able to sell your notes easily or at prices that will provide you with a yield comparable to that of similar securities that
have a liquid secondary market.

The tax treatment of the notes is uncertain.

Significant aspects of the tax treatment of the notes are uncertain. You should consult your tax advisor about your own tax situation. See "United
States Federal Income Tax Considerations" and "Certain Canadian Federal Income Tax Considerations" in this pricing supplement, "Certain U.S.
Federal Income Tax Consequences" in the underlying supplement and "Material Income Tax Consequences--Canadian Taxation" in the
prospectus.

PS-11
https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

INFORMATION REGARDING THE REFERENCE STOCK

We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information.

Because the Reference Stock is registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the Reference Stock Issuer is required
to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Reference
Stock Issuer can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the
SEC's website at http://www.sec.gov by reference to the applicable CIK number set forth below.

This document relates only to the notes and does not relate to the securities of the Reference Stock Issuer. Neither we nor any of our affiliates have
participated or will participate in the preparation of the Reference Stock Issuer's publicly available documents. Neither we nor any of our affiliates
have made any due diligence inquiry with respect to the Reference Stock Issuer in connection with the offering of the notes. None of us or any of
our affiliates makes any representation that the publicly available documents or any other publicly available information regarding the Reference
Stock Issuer are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this document, including
events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Reference
Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events
concerning the Reference Stock Issuer could affect the price of the Reference Stock and therefore could affect your return on the notes. Information
from outside sources is not incorporated by reference in, and should not be considered part of, this document or the accompanying prospectus, the
prospectus supplement or the underlying supplement. The selection of the Reference Stock is not a recommendation to buy or sell shares of the
Reference Stock.

Bank of America Corporation

Bank of America Corporation operates as a bank. It offers saving accounts, deposits, mortgage and construction loans, cash and wealth
management, certificates of deposit, investment fund, credit and debit cards, insurance, mobile, and online banking services. Information filed by
the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 0000070858. This Reference Stock trades
on the New York Stock Exchange under the symbol "BAC."

PS-12

Historical Performance of the Reference Stock

The following graph sets forth daily Closing Prices of the Reference Stock for the period from January 1, 2015 to May 20, 2020. On May 20, 2020,
the Closing Price of the Reference Stock was $22.91. We obtained the Closing Prices below from Bloomberg L.P. ("Bloomberg") without
independent verification. The historical performance of the Reference Stock should not be taken as an indication of its future performance, and no
assurances can be given as to the price of the Reference Stock at any time during the term of the notes, including the Coupon Determination Dates.
We cannot give you assurance that the performance of the Reference Stock will result in any positive return on your investment.

Historical Performance of the Reference Stock

https://www.sec.gov/Archives/edgar/data/1045520/000110465920065275/a20-20110_14424b2.htm[5/22/2020 2:41:53 PM]

Document Outline

#1">
- #1">