Obligation CBIC 0% ( US13607H2013 ) en USD

CBIC

100 % ⇌

Canada

US13607H2013 ( en USD )

25/06/2021 - Obligation échue

Prospectus brochure de l'obligation CIBC US13607H2013 en USD 0%, échue

1 000 USD

27 793 000 USD

13607H201

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 les codes ISIN US13607H2013 et CUSIP 13607H201, émise par la Banque Canadienne Impériale de Commerce (CIBC), une institution financière majeure basée au Canada et comptant parmi les plus grandes banques du pays, et dont l'émission totale s'élevait à 27 793 000 USD avec une taille minimale à l'achat de 1 000 USD, toutes deux libellées en devise américaine, a atteint sa date d'échéance le 25 juin 2021, étant entièrement remboursée à 100% de sa valeur marchande, marquant le terme de cet instrument financier caractérisé par un taux d'intérêt de 0% et une fréquence de paiement bi-annuelle (2), confirmant ainsi sa pleine exécution.

424B2 1 a20-16501_26424b2.htm 424B2

File d Pursua nt t o
Rule 4 2 4 (b)(2 )
Re gist ra t ion
St a t e m e nt
N o. 3 3 3 -2 3 3 6 6 3
(T o Prospe c t us
da t e d
De c e m be r 1 6 ,
2 0 1 9 ,
Prospe c t us
Supple m e nt
da t e d
De c e m be r 1 6 ,
2 0 1 9 a nd
Produc t
Supple m e nt
ST OCK ARN -1
da t e d
De c e m be r 1 6 ,
2 0 1 9 )
2,779,266 Units
Pricing Date
April 23,
$10 principal amount per unit
Settlement Date
2020
CUSIP No. 13607H201
Maturity Date
April 30,
2020
June 25,
2021

Ac c e le ra t e d Re t urn N ot e s® Link e d t o a Ba sk e t
of T hre e Fina nc ia l Se c t or St oc k s
Maturity of approximately 14 months
3-to-1 upside exposure to increases in the Basket, subject to a capped return of 44.70%
1-to-1 downside exposure to decreases in the Basket, with up to 100% of your investment at risk
The Basket is comprised of the common stock of each of Citigroup Inc., JPMorgan Chase & Co. and Morgan Stanley (the "Basket Stocks")
All payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
No periodic interest payments
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See "Structuring the Notes"
Limited secondary market liquidity, with no exchange listing
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by
the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, Canada, or any other jurisdiction

T he not e s a re be ing issue d by Ca na dia n I m pe ria l Ba nk of Com m e rc e ("CI BC"). T he re a re im port a nt diffe re nc e s
be t w e e n t he not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s a nd c e rt a in a ddit iona l
c ost s. Se e "Risk Fa c t ors" a nd "Addit iona l Risk Fa c t ors" be ginning on pa ge T S -6 of t his t e rm she e t a nd "Risk
Fa c t ors" be ginning on pa ge PS -6 of produc t supple m e nt ST OCK ARN -1 .

T he init ia l e st im a t e d va lue of t he not e s a s of t he pric ing da t e is $ 9 .6 7 4 pe r unit , w hic h is le ss t ha n t he public
offe ring pric e list e d be low . See "Summary" on the following page, "Risk Factors" beginning on page TS-6 of this term sheet and
"Structuring the Notes" on page TS-15 of this term sheet for additional information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.

None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or
disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the
contrary is a criminal offense.

Per Unit
Total
https://www.sec.gov/Archives/edgar/data/1045520/000110465920051431/a20-16501_26424b2.htm[4/27/2020 1:42:39 PM]

Public offering price
$ 10.00
$ 27,792,660.00
Underwriting discount
$ 0.20
$ 555,853.20
Proceeds, before expenses, to CIBC
$ 9.80
$ 27,236,806.80

T he not e s:

Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue

BofA Se c urit ie s

April 23, 2020

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

Summary

The Accelerated Return Notes® Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021 (the "notes") are our senior unsecured debt
securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any
other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes are not bail-inable debt securities (as
defined on page 6 of the prospectus). T he not e s w ill ra nk e qua lly w it h a ll of our ot he r unse c ure d a nd unsubordina t e d de bt . Any
pa ym e nt s due on t he not e s, inc luding a ny re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of CI BC. The notes provide
you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the basket of three financial sector stocks described below (the
"Basket"), is greater than the Starting Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your
notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket, subject
to our credit risk. See "Terms of the Notes" below.

The economic terms of the notes (including the Capped Value) are based on our internal funding rate, which is the rate we would pay to borrow funds
through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower
than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding rate, as well as the underwriting discount and
the hedging-related charge described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the pricing date.
Due to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.

On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value was determined based on our
pricing models, and was based on our internal funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our
assumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see "Structuring the Notes" on
page TS-15.

Terms of the Notes
Redemption Amount Determination
I ssue r:
Canadian Imperial Bank of Commerce ("CIBC") On the maturity date, you will receive a cash payment per unit determined as
follows:
Princ ipa l Am ount : $10.00 per unit
T e rm :
Approximately 14 months
M a rk e t M e a sure :
An approximately equally weighted basket of
three financial sector stocks comprised of the
common stock of each of Citigroup Inc. (NYSE
symbol: "C"), JPMorgan Chase & Co. (NYSE
symbol: "JPM") and Morgan Stanley (NYSE
symbol: "MS") (each, a "Basket Stock").
St a rt ing V a lue :
100.00
Ending V a lue :
The value of the Basket on the calculation day,
calculated as specified in "The Basket" on
page TS-8 and "Description of ARNs--Basket
Market Measures--Ending Value of the
Basket" beginning on page PS-26 of product
supplement STOCK ARN-1. The scheduled
calculation day is subject to postponement in
the event of Market Disruption Events, as
described beginning on page PS-26 of product
supplement STOCK ARN-1.
Pa rt ic ipa t ion Ra t e : 300%
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Ca ppe d V a lue :
$14.47 per unit, which represents a return of
44.70% over the principal amount.
Ca lc ula t ion Da y:
June 18, 2021
Pric e M ult iplie r:
1, for each Basket Stock, subject to adjustment
for certain corporate events relating to the
Basket Stocks described beginning on
page PS-19 of product supplement STOCK
ARN-1.
Fe e s a nd Cha rge s: The underwriting discount of $0.20 per unit
listed on the cover page and the hedging-
related charge of $0.075 per unit described in
"Structuring the Notes" on page TS-15.
Ca lc ula t ion Age nt : BofA Securities, Inc. ("BofAS").

Accelerated Return Notes®
TS-2

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

The terms and risks of the notes are contained in this term sheet and in the following:

Product supplement STOCK ARN-1 dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073349/a19-25016_11424b5.htm

Prospectus dated December 16, 2019:
https://www.sec.gov/Archives/edgar/data/1045520/000110465919073058/a19-24965_3424b2.htm

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

These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may, without cost,
be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") or BofAS
by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this
offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note
Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STOCK ARN-1.
Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us," "our," or similar references are
to CIBC.

Investor Considerations

Y ou m a y w ish t o c onside r a n inve st m e nt in t he not e s if:
T he not e s m a y not be a n a ppropria t e inve st m e nt for you
if:
You anticipate that the value of the Basket will increase
You believe that the value of the Basket will decrease from the
moderately from the Starting Value to the Ending Value.
Starting Value to the Ending Value or that it will not increase

sufficiently over the term of the notes to provide you with your
You are willing to risk a loss of principal and return if the value of
desired return.
the Basket decreases from the Starting Value to the Ending
Value.
You seek principal repayment or preservation of capital.
You accept that the return on the notes will be capped.
You seek an uncapped return on your investment.
You are willing to forgo the interest payments that are paid on
You seek interest payments or other current income on your
conventional interest bearing debt securities.
investment.
You are willing to forgo dividends or other benefits of owning the
You want to receive dividends or other distributions paid on the
Basket Stocks.
Basket Stocks.
You are willing to accept a limited or no market for sales prior to
You seek an investment for which there will be a liquid secondary
maturity, and understand that the market prices for the notes, if
market.
any, will be affected by various factors, including our actual and
You are unwilling or are unable to take market risk on the notes or
perceived creditworthiness, our internal funding rate and fees and
to take our credit risk as issuer of the notes.
charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes,
for all payments under the notes, including the Redemption
Amount.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Accelerated Return Notes®
TS-3

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

Hypothetical Payout Profile and Examples of Payments at
Maturity

Ac c e le ra t e d Re t urn N ot e s®
This graph reflects the returns on the notes, based on the Participation

Rate of 300% and the Capped Value of $14.47 per unit. The green line
reflects the returns on the notes, while the dotted gray line reflects the
returns of a direct investment in the Basket Stocks, excluding
dividends.

This graph has been prepared for purposes of illustration only.

The following table and examples are for purposes of illustration only. They are based on hypot he t ic a l values and show hypot he t ic a l
returns on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on the Starting Value of 100.00, the
Participation Rate of 300%, the Capped Value of $14.47 per unit and a range of hypothetical Ending Values. T he a c t ua l a m ount you
re c e ive a nd t he re sult ing t ot a l ra t e of re t urn w ill de pe nd on t he a c t ua l Ending V a lue a nd w he t he r you hold t he not e s
t o m a t urit y. The following examples do not take into account any tax consequences from investing in the notes.

For hypot he t ic a l historical values of the Basket, see "The Basket" section below. For recent actual prices of the Basket Stocks, see "The
Basket Stocks" section below. The Ending Value will not include any income generated by dividends paid on the Basket Stocks, which you would
otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.

Pe rc e nt a ge Cha nge from t he
St a rt ing V a lue t o t he Ending
Re de m pt ion Am ount
T ot a l Ra t e of Re t urn on t he
Ending V a lue
V a lue
pe r U nit
N ot e s
0.00
-100.00%
$0.00
-100.00%
50.00
-50.00%
$5.00
-50.00%
80.00
-20.00%
$8.00
-20.00%
90.00
-10.00%
$9.00
-10.00%
94.00
-6.00%
$9.40
-6.00%
97.00
-3.00%
$9.70
-3.00%
100.00(1)
0.00%
$10.00
0.00%
102.00
2.00%
$10.60
6.00%
103.00
3.00%
$10.90
9.00%
105.00
5.00%
$11.50
15.00%
110.00
10.00%
$13.00
30.00%
114.90
14.90%
$14.47(2)
44.70%
https://www.sec.gov/Archives/edgar/data/1045520/000110465920051431/a20-16501_26424b2.htm[4/27/2020 1:42:39 PM]

120.00
20.00%
$14.47
44.70%
150.00
50.00%
$14.47
44.70%
200.00
100.00%
$14.47
44.70%

(1) The Starting Value was set to 100.00 on the pricing date.
(2) The Redemption Amount per unit cannot exceed the Capped Value.

Accelerated Return Notes®
TS-4

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s

Ex a m ple 1

The Ending Value is 50.00, or 50.00% of the Starting Value:

Starting Value:
100.00

Ending Value:
50.00

= $ 5 .0 0 Redemption Amount per unit

Ex a m ple 2

The Ending Value is 103.00, or 103.00% of the Starting Value:

Starting Value:
100.00

Ending Value:
103.00

= $ 1 0 .9 0 Redemption Amount per unit

Ex a m ple 3

The Ending Value is 130.00, or 130.00% of the Starting Value:

Starting Value:
100.00

Ending Value:
130.00

= $ 1 9 .0 0 , how e ve r, be c a use t he Re de m pt ion Am ount for t he not e s c a nnot
e x c e e d t he Ca ppe d V a lue , t he Re de m pt ion Am ount w ill be $ 1 4 .4 7 pe r
unit

Accelerated Return Notes®
TS-5

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks,
including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the "Risk Factors"
sections beginning on page PS-6 of product supplement STOCK ARN-1, page S-1 of the prospectus supplement, and page 1 of the prospectus
identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Depending on the performance of the Basket as measured shortly before the maturity date, you may lose up to 100% of the principal
amount.

Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of
comparable maturity.

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Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly
in the Basket Stocks.

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. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.

Our initial estimated value of the notes is lower than the public offering price of the notes. The public offering price of the notes exceeds
our initial estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, all as further
described in "Structuring the Notes" on page TS-15, are included in the public offering price of the notes.

Our initial estimated value does not represent future values of the notes and may differ from others' estimates. Our initial estimated
value is only an estimate, which was determined by reference to our 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, our internal funding rate on the pricing
date 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 notes that are greater or less than our 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 value of the Market Measure, our creditworthiness, interest rate movements and other relevant factors, which may impact
the price at which MLPF&S, BofAS or any other party would be willing to buy notes from you in any secondary market transactions. Our
estimated value does not represent a minimum price at which MLPF&S, BofAS or any other party would be willing to buy your notes in
any secondary market (if any exists) at any time.

Our initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate debt. The
internal funding rate that was used in the determination of our 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 we 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 pricing date, and
could have an adverse effect on any secondary market prices of the notes.

A trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a market for, or to
repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trading in shares of
the Basket Stocks), and any hedging and trading activities we, MLPF&S, BofAS or our respective affiliates engage in for our clients'
accounts, may affect the market value and return of the notes and may create conflicts of interest with you.

None of Citigroup Inc., JPMorgan Chase & Co. or Morgan Stanley (collectively, the "Underlying Companies") will have any obligations
relating to the notes, and none of us, MLPF&S or BofAS will perform any due diligence procedures with respect to the Underlying
Companies in connection with this offering.

Changes in the prices of the Basket Stocks may offset each other.

You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive shares of the Basket Stocks or dividends
or other distributions by the Underlying Companies.

While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of the Underlying Companies, we, MLPF&S,
BofAS and our respective affiliates do not control any of the Underlying Companies, and have not verified any disclosure made by the
Underlying Companies.

The Redemption Amount will not be adjusted for all corporate events that could affect a Basket Stock. See "Description of ARNs--Anti-
Dilution Adjustments" beginning on page PS-19 of product supplement STOCK ARN-1.

Accelerated Return Notes®
TS-6

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint and remove the
calculation agent.

The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See "Summary of
U.S. Federal Income Tax Consequences" below and "U.S. Federal Income Tax Summary" beginning on page PS-31 of product
supplement STOCK ARN-1. For a discussion of the Canadian federal income tax consequences of investing in the notes, see "Material
Income Tax Consequences--Canadian Taxation" in the prospectus, as supplemented by the discussion under "Summary of Canadian
Federal Income Tax Considerations" herein.
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Additional Risk Factors

T he st oc k s inc lude d in t he Ba sk e t a re c onc e nt ra t e d in one se c t or. All of the stocks included in the Basket are issued by
companies in the financial sector. Although an investment in the notes will not give holders any ownership or other direct interests in the Basket
Stocks, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the
financial services sector. Accordingly, by investing in the notes, you will not benefit from the diversification which could result from an investment
linked to companies that operate in multiple sectors.

Adve rse c ondit ions in t he fina nc ia l se c t or m a y re duc e your re t urn on t he not e s. All of the Basket Stocks are issued by
companies whose primary lines of business are directly associated with the financial services sector. The profitability of these companies is
largely dependent on the availability and cost of capital funds, and can fluctuate significantly, particularly when market interest rates change.
Credit losses resulting from financial difficulties of these companies' customers can negatively impact the sector. In addition, adverse economic,
business, or political developments affecting the U.S., including with respect to the insurance sector, or to real estate and loans secured by real
estate, could have a major effect on the value of the Basket. As a result of these factors, the value of the notes may be subject to greater
volatility and be more adversely affected by economic, political, or regulatory events relating to the financial services sector.

Ec onom ic c ondit ions ha ve a dve rse ly im pa c t e d t he st oc k pric e s of m a ny c om pa nie s in t he fina nc ia l se rvic e s se c t or,
a nd m a y do so during t he t e rm of t he not e s. In recent years, economic conditions in the U.S. have resulted, and may continue to
result, in significant losses among many companies that operate in the financial services sector. These conditions have also resulted, and may
continue to result, in a high degree of volatility in the stock prices of financial institutions, and substantial fluctuations in the profitability of these
companies. Numerous financial services companies have experienced substantial decreases in the value of their assets, taken action to raise
capital (including the issuance of debt or equity securities), or even ceased operations. Further, companies in the financial services sector have
been subject to unprecedented government actions and regulation, which may limit the scope of their operations and, in turn, result in a
decrease in value of these companies. Any of these factors may have an adverse impact on the performance of the Basket. As a result, the
value of the Basket may be adversely affected by economic, political, or regulatory events affecting the financial services sector or one of the
sub-sectors of the financial services sector. This in turn could adversely impact the market value of the notes and decrease the Redemption
Amount.

Accelerated Return Notes®
TS-7

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

The Basket

The Basket is designed to allow investors to participate in the percentage changes of the Basket from the Starting Value to the Ending Value.
The Basket Stocks are described in the section entitled "The Basket Stocks" below. Each Basket Stock was assigned an initial weight on the
pricing date, as set forth in the table below.

For more information on the calculation of the value of the Basket, please see the section entitled "Description of ARNs--Basket Market
Measures" beginning on page PS-25 of product supplement STOCK ARN-1.

On the pricing date, for each Basket Stock, the Initial Component Weight, the Closing Market Price, the Component Ratio and the initial
contribution to the Basket value were as follows:

I nit ia l
Closing
Bloom be rg
Com pone nt
M a rk e t
Com pone nt
I nit ia l Ba sk e t V a lue
Ba sk e t St oc k
Sym bol
We ight
Pric e (1)
Ra t io(2)
Cont ribut ion

Citigroup Inc.
C
33.33%
42.46
0.78497409
33.33

JPMorgan Chase & Co.
JPM
33.33%
89.39
0.37286050
33.33

Morgan Stanley
MS
33.34%
37.47
0.88977849
33.34

St a rt ing V a lue
100.00

(1) These were the Closing Market Prices of the Basket Stocks on the pricing date.
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(2) Each Component Ratio equals the Initial Component Weight of the relevant Basket Stock (as a percentage) multiplied by 100, and then
divided by the Closing Market Price of that Basket Stock on the pricing date and rounded to eight decimal places.

The calculation agent will calculate the Ending Value of the Basket by summing the products of the Closing Market Price for each Basket Stock
(multiplied by its Price Multiplier) on the calculation day and the Component Ratio applicable to that Basket Stock. The Price Multiplier for each
Basket Stock will initially be 1, and is subject to adjustment as described in product supplement STOCK ARN-1. If a Market Disruption Event
occurs as to any Basket Stock on the scheduled calculation day, the Closing Market Price of that Basket Stock will be determined as more fully
described in the section entitled "Description of ARNs--Basket Market Measures--Ending Value of the Basket" beginning on page PS-26 of
product supplement STOCK ARN-1.

Accelerated Return Notes®
TS-8

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

While actual historical information on the Basket did not exist before the pricing date, the following graph sets forth the hypothetical
historical daily performance of the Basket from January 1, 2010 through April 23, 2020. The graph is based upon actual daily historical
prices of the Basket Stocks, hypothetical Component Ratios based on the closing prices of the Basket Stocks as of December 31,
2009, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the
future performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or downward trend in the
value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase
or decrease at any time over the term of the notes.

H ypot he t ic a l H ist oric a l Pe rform a nc e of t he Ba sk e t

Accelerated Return Notes®
TS-9

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

The Basket Stocks

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

Because each Basket Stock is registered under the Securities Exchange Act of 1934, each Underlying Company is required to file periodically
certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies can be
https://www.sec.gov/Archives/edgar/data/1045520/000110465920051431/a20-16501_26424b2.htm[4/27/2020 1:42:39 PM]

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 term sheet relates only to the notes and does not relate to any securities of the Underlying Companies. None of us, MLPF&S, BofAS or
any of our respective affiliates has participated or will participate in the preparation of the Underlying Companies' publicly available documents.
None of us, MLPF&S, BofAS or any of our respective affiliates have made any due diligence inquiry with respect to the Underlying Companies
in connection with the offering of the notes. None of us, MLPF&S, BofAS or any of our respective affiliates makes any representation that the
publicly available documents or any other publicly available information regarding the Underlying Companies are accurate or complete.
Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the
accuracy or completeness of these publicly available documents that would affect the trading price of the Basket Stocks, 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
Underlying Companies could affect the value of the Basket Stocks 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 term sheet or any accompanying prospectus, prospectus
supplement or product supplement. The selection of the Basket Stocks is not a recommendation to buy or sell shares of the Basket Stocks.

Accelerated Return Notes®
TS-10

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

Cit igroup I nc .

Citigroup Inc. is a financial services holding company that provides a range of financial services to consumer and corporate customers around
the world. The company's services include investment banking, retail brokerage, corporate banking, and cash management products and
services. This Basket Stock trades on the New York Stock Exchange (the "NYSE") under the symbol "C." The company's CIK number is 831001.

The following graph shows the daily historical performance of C on its primary exchange in the period from January 1, 2010 through
April 23, 2020. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or
completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of C was 42.46. The
graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

H ist oric a l Pe rform a nc e of C

This historical data on C is not necessarily indicative of the future performance of C or what the value of the notes may be. Any
historical upward or downward trend in the price per share of C during any period set forth above is not an indication that the price per
share of C is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of C.
https://www.sec.gov/Archives/edgar/data/1045520/000110465920051431/a20-16501_26424b2.htm[4/27/2020 1:42:39 PM]

Accelerated Return Notes®
TS-11

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

J PM orga n Cha se & Co.

JPMorgan Chase & Co. provides financial services and retail banking. The company provides services such as investment banking, treasury
and securities services, asset management, private banking, card member services, commercial banking, and home finance. The company
serves business enterprises, institutions, and individuals. This Basket Stock trades on the NYSE under the symbol "JPM." The company's CIK
number is 19617.

The following graph shows the daily historical performance of JPM on its primary exchange in the period from January 1, 2010
through April 23, 2020. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or
completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of JPM was 89.39. The
graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

H ist oric a l Pe rform a nc e of J PM

This historical data on JPM is not necessarily indicative of the future performance of JPM or what the value of the notes may be. Any
historical upward or downward trend in the price per share of JPM during any period set forth above is not an indication that the price
per share of JPM is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of JPM.

Accelerated Return Notes®
TS-12

Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due June 25, 2021

M orga n St a nle y

Morgan Stanley is a financial services firm. The company serves corporations, governments, financial institutions and individuals in the areas of
institutional securities, wealth management and investment management. The company also operates an asset management business. This
Basket Stock trades on the NYSE under the symbol "MS." The company's CIK number is 895421.
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