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| FINANCIAL PRODUCTS | |
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Pricing Complement No. G378 To the Underlying Complement dated June 18, 2020, Product Complement No. I-G dated February 4, 2022, Prospectus Complement dated June 18, 2020 and Prospectus dated June 18, 2020 |
Filed Pursuant to Rule 424(b)(2) Registration Assertion No. 333-238458-02 August 31, 2022 |
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$673,000 CS Notes due September 5, 2024 Linked to the Efficiency of |
| · | Buyers is not going to obtain any curiosity or dividend funds. |
| · | At maturity, if the Remaining Degree is bigger than the Preliminary Degree, traders will obtain the principal quantity of their funding plus a return based mostly on the upside efficiency of the Underlying, topic to the Most Return. If the Remaining Degree is the same as or much less than the Preliminary Degree, traders will obtain the principal quantity of their funding. |
| · | Senior unsecured obligations of Credit score Suisse maturing September 5, 2024. Any cost on the securities is topic to our potential to pay our obligations as they turn into due. |
| · | Minimal buy of $1,000. Minimal denominations of $1,000 and integral multiples of $1,000 in extra thereof. |
| · | The providing value for the securities was decided on August 31, 2022 (the “Commerce Date”), and the securities are anticipated to choose September 6, 2022 (the “Settlement Date”). Supply of the securities in book-entry kind solely might be made by means of The Depository Belief Firm. |
| · | The securities is not going to be listed on any alternate. |
Investing within the securities entails quite a lot of dangers. See “Chosen
Threat Issues” starting on web page 6 of this pricing complement and “Threat Elements” starting on web page PS-3
of any accompanying product complement.
Neither the Securities and Trade Fee nor any state securities
fee has permitted or disapproved of the securities or handed upon the accuracy or the adequacy of this pricing complement or the
accompanying underlying complement, any product complement, the prospectus complement and the prospectus. Any illustration on the contrary
is a legal offense.
| Value to Public(1) | Underwriting Reductions and Commissions(2) | Proceeds to Issuer | |
| Per safety | $1,000 | $7 | $993 |
| Complete | $673,000 | $4,711 | $668,289 |
(1) Sure fiduciary accounts might pay a purchase order value
of at the least $993 per $1,000 principal quantity of securities.
(2) We or one among our associates pays reductions and commissions
of $7 per $1,000 principal quantity of securities. CSSU or one other dealer or seller will forgo some or all reductions and commissions with
respect to the gross sales of securities into sure fiduciary accounts. For extra detailed data, please see “Supplemental Plan
of Distribution (Conflicts of Curiosity)” on this pricing complement.
The agent for this providing, Credit score Suisse Securities (USA) LLC (“CSSU”),
is our affiliate. For extra data, see “Supplemental Plan of Distribution (Conflicts of Curiosity)” on this pricing complement.
Credit score Suisse at present estimates the worth of every $1,000 principal
quantity of the securities on the Commerce Date is $978.30 (as decided by reference to our pricing fashions and the speed we’re at present
paying to borrow funds by means of issuance of the securities (our “inner funding price”)). See “Chosen Threat Issues”
on this pricing complement.
The securities should not deposit liabilities and should not insured or
assured by the Federal Deposit Insurance coverage Company or every other governmental company of america, Switzerland or every other
jurisdiction.
Credit score Suisse
August 31, 2022
Key Phrases
Issuer
Credit score Suisse AG (“Credit score Suisse”), appearing
by means of its London department
Underlying
The securities are linked to the efficiency of the Underlying
set forth within the desk beneath. For extra data on the Underlying, see “The Reference Indices—
The S&P Dow Jones Indices— The S&P U.S. Indices— The S&P 500® Index” within the accompanying
underlying complement. The Underlying is recognized within the desk beneath, along with its Reuters ticker image and Preliminary Degree:
| Underlying | Ticker | Preliminary Degree |
| S&P 500® Index | SPX <Index> | 3955.00 |
Redemption Quantity
At maturity, for every
$1,000 principal quantity of securities, you’ll obtain a Redemption Quantity in money that can equal $1,000 multiplied by the sum of 1
plus the Safety Efficiency Issue, calculated as set forth beneath. Any cost on the securities is topic to our potential to pay our
obligations as they turn into due.
Safety Efficiency Issue
The Safety Efficiency
Issue is expressed as a proportion and is calculated as follows:
| · | If the Remaining Degree is bigger than the Preliminary Degree, the Safety Efficiency Issue will equal the lesser of (i) the Most Return and (ii) the Underlying Return. |
If the Remaining Degree is bigger than the Preliminary Degree,
the utmost Redemption Quantity is $1,145 per $1,000 principal quantity.
| · | If the Remaining Degree is the same as or lower than the Preliminary Degree, the Safety Efficiency Issue will equal zero. |
Underlying Return
An quantity calculated as follows:
Remaining Degree – Preliminary Degree
Preliminary Degree
Most Return
14.50%
Preliminary Degree
The closing stage of
the Underlying on the Commerce Date, as set forth within the desk above.
Remaining Degree
The closing stage of
the Underlying on the Valuation Date.
| Commerce Date | August 31, 2022 | |
| Settlement Date | Anticipated to be September 6, 2022 | |
| Valuation Date | August 30, 2024 | Topic to postponement as set forth in any accompanying product complement underneath “Description of the Securities—Postponement of calculation dates.” |
| Maturity Date | September 5, 2024 | Topic to postponement as set forth in any accompanying product complement underneath “Description of the Securities—Postponement of calculation dates.” If the Maturity Date is just not a enterprise day, the Redemption Quantity might be payable on the primary following enterprise day, until that enterprise day falls within the subsequent calendar month, by which case cost might be made on the primary previous enterprise day. |
Occasions of Default and Acceleration
In case an occasion of default
(as described within the accompanying prospectus) with respect to any issuance of securities shall have occurred and be persevering with, the quantity
declared due and payable upon any acceleration of the securities might be decided by the Calculation Agent and can equal, for every
safety, the quantity to be acquired on the Maturity Date, calculated as if the date of acceleration had been the Valuation Date.
With respect to those
securities, the primary bullet of the primary sentence of “Description of Debt Securities—Occasions of Default” within the accompanying
prospectus is amended to learn in its entirety as follows:
| · | a default in cost of the principal or any premium on any debt safety of that collection when due, and such default continues for 30 days; |
CUSIP
22553QHK6
Extra Phrases Particular to the Securities
You must learn this pricing complement along with the
underlying complement dated June 18, 2020, the product complement dated February 4, 2022, the prospectus complement dated June 18, 2020
and the prospectus dated June 18, 2020, referring to our Medium-Time period Notes of which these securities are an element. You could entry these paperwork
on the SEC web site at www.sec.gov as follows (or if such tackle has modified, by reviewing our filings for the related date on the SEC
web site):
• Underlying Complement dated June 18, 2020:
https://www.sec.gov/Archives/edgar/information/1053092/000095010320011950/dp130454_424b2-eus.htm
• Product Complement No. I-G dated February 4,
2022:
https://www.sec.gov/Archives/edgar/information/1053092/000095010322002045/dp166589_424b2-ig.htm
• Prospectus Complement and Prospectus dated June
18, 2020:
https://www.sec.gov/Archives/edgar/information/1053092/000110465920074474/tm2019510-8_424b2.htm
Within the occasion the phrases of the securities described on this
pricing complement differ from, or are inconsistent with, the phrases described within the underlying complement, any product complement, the
prospectus complement or prospectus, the phrases described on this pricing complement will management.
Our Central Index Key, or CIK, on the SEC web site is 1053092.
As used on this pricing complement, “we,” “us,” or “our” refers to Credit score Suisse.
This pricing complement, along with the paperwork listed
above, accommodates the phrases of the securities and supersedes all different prior or contemporaneous oral statements in addition to every other written
supplies together with preliminary or indicative pricing phrases, reality sheets, correspondence, commerce concepts, constructions for implementation,
pattern constructions, brochures or different instructional supplies of ours. We might, with out the consent of the registered holder of the securities
and the proprietor of any useful curiosity within the securities, amend the securities to adapt to its phrases as set forth on this pricing
complement and the paperwork listed above, and the trustee is allowed to enter into any such modification with none such consent. You
ought to fastidiously take into account, amongst different issues, the issues set forth in “Chosen Threat Issues” on this pricing complement
and “Threat Elements” in any accompanying product complement, “Overseas Forex Dangers” within the accompanying prospectus,
and any threat elements we describe within the mixed Annual Report on Type 20-F of Credit score Suisse Group AG and us included by reference
therein, and any further threat elements we describe in future filings we make with the SEC underneath the Securities Trade Act of 1934,
as amended, because the securities contain dangers not related to standard debt securities. You must seek the advice of your funding, authorized,
tax, accounting and different advisors earlier than deciding to put money into the securities.
Hypothetical Redemption Quantities at
Maturity
The desk and examples beneath make the next assumptions
and illustrate hypothetical Redemption Quantities payable at maturity on a $1,000 funding within the securities for a hypothetical vary of
efficiency of the Underlying. The precise Most Return is about forth in “Key Phrases” herein. The hypothetical Redemption Quantities
set forth beneath are for illustrative functions solely. The precise Redemption Quantity relevant to a purchaser of the securities might be based mostly
on the Remaining Degree. You must take into account fastidiously whether or not the securities are appropriate to your funding targets. Any cost on the securities
is topic to our potential to pay our obligations as they turn into due. The numbers beneath have been rounded for ease of research.
| Principal Quantity | $1,000 per safety |
| Most Return | 14.50% |
TABLE: Hypothetical Redemption Quantities
| Underlying Return | Safety Efficiency Issue |
Redemption Quantity per $1,000 Principal Quantity of |
| 100% | 14.50% | $1,145 |
| 90% | 14.50% | $1,145 |
| 80% | 14.50% | $1,145 |
| 70% | 14.50% | $1,145 |
| 60% | 14.50% | $1,145 |
| 50% | 14.50% | $1,145 |
| 40% | 14.50% | $1,145 |
| 30% | 14.50% | $1,145 |
| 20% | 14.50% | $1,145 |
| 14.50% | 14.50% | $1,145 |
| 10% | 10% | $1,100 |
| 5% | 5% | $1,050 |
| 0% | 0% | $1,000 |
| −10% | 0% | $1,000 |
| −20% | 0% | $1,000 |
| −30% | 0% | $1,000 |
| −40% | 0% | $1,000 |
| −50% | 0% | $1,000 |
| −60% | 0% | $1,000 |
| −70% | 0% | $1,000 |
| −80% | 0% | $1,000 |
| −90% | 0% | $1,000 |
| −100% | 0% | $1,000 |
Examples
The next examples
illustrate how the Redemption Quantity is calculated.
| 1. | The Underlying will increase by 70% from the Preliminary Degree to the Remaining Degree. |
As a result of the Remaining Degree is bigger than the Preliminary Degree,
the Redemption Quantity is decided as follows:
| Safety Efficiency Issue | = the lesser of (i) Most Return and (ii) Underlying Return |
| = the lesser of (i) 14.50% and (ii) 70% | |
| = 14.50% | |
| Redemption Quantity | = $1,000 × (1 + Safety Efficiency Issue) |
| = $1,000 × 1.145 | |
| = $1,145 |
As a result of the Remaining Degree is bigger than the Preliminary Degree,
the Safety Efficiency Issue is the same as the Underlying Return, topic to the Most Return, and traders would obtain a Redemption
Quantity of $1,145 per $1,000 principal quantity of securities. Whatever the appreciation of the Underlying, the Safety Efficiency
Issue is not going to exceed the Most Return.
| 2. | The Underlying will increase by 5% from the Preliminary Degree to the Remaining Degree. |
As a result of
the Remaining Degree is bigger than the Preliminary Degree, the Redemption Quantity is decided as follows:
| Safety Efficiency Issue | = the lesser of (i) Most Return and (ii) Underlying Return |
| = the lesser of (i) 14.50% and (ii) 5% | |
| = 5% | |
| Redemption Quantity | = $1,000 × (1 + Safety Efficiency Issue) |
| = $1,000 × 1.05 | |
| = $1,050 |
As a result of the Remaining Degree
is bigger than the Preliminary Degree, the Safety Efficiency Issue is the same as the Underlying Return, topic to the Most Return, and
traders would obtain a Redemption Quantity of $1,050 per $1,000 principal quantity of securities.
| 3. | The Underlying decreases by 10% from the Preliminary Degree to the Remaining Degree. |
As a result of the Remaining Degree
is the same as or lower than the Preliminary Degree, the Redemption Quantity is decided as follows:
| Safety Efficiency Issue | = 0% |
| Redemption Quantity | = $1,000 × (1 + Safety Efficiency Issue) |
| = $1,000 × 1 | |
| = $1,000 |
As a result of the Remaining Degree
is the same as or lower than the Preliminary Degree, the Safety Efficiency Issue is the same as zero. On this case, traders would obtain a
Redemption Quantity of $1,000 per $1,000 principal quantity of securities.
Chosen Threat Issues
An funding within the
securities entails vital dangers. This part describes materials dangers referring to an funding within the securities. These dangers
are defined in additional element within the “Threat Elements” part of any accompanying product complement.
Dangers Referring to the Securities Typically
THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT
SUISSE
Buyers are depending on our potential to pay all quantities
due on the securities and, due to this fact, if we had been to default on our obligations, you might not obtain any quantities owed to you underneath the
securities. As well as, any decline in our credit score rankings, any opposed adjustments available in the market’s view of our creditworthiness or
any enhance in our credit score spreads is more likely to adversely have an effect on the worth of the securities previous to maturity.
REGARDLESS OF THE AMOUNT OF ANY PAYMENT YOU RECEIVE
ON THE SECURITIES, YOUR ACTUAL YIELD MAY BE DIFFERENT IN REAL VALUE TERMS
Inflation might trigger the true worth of any cost you obtain
on the securities to be much less at maturity than it’s on the time you make investments. An funding within the securities additionally represents a forgone
alternative to put money into another asset that generates a better actual return. You must fastidiously take into account whether or not an funding
which will end in a return that’s decrease than the return on different investments is suitable for you.
THE SECURITIES DO NOT PAY INTEREST
We is not going to pay curiosity on the securities. You could obtain
much less at maturity than you might have earned on peculiar interest-bearing debt securities with related maturities, together with different of our
debt securities, for the reason that Redemption Quantity is predicated on the efficiency of the Underlying. Even when the Redemption Quantity is bigger than
the principal quantity of your securities, the return payable on every safety might not be sufficient to compensate you for any loss in worth
because of inflation and different elements referring to the worth of cash over time.
LIMITED APPRECIATION POTENTIAL
If the Remaining Degree is bigger than the Preliminary Degree, for
every $1,000 principal quantity of securities, you’ll obtain at maturity $1,000 multiplied by the sum of 1 plus the Safety Efficiency
Issue, which is topic to the Most Return. The Safety Efficiency Issue is not going to exceed the Most Return, whatever the
appreciation within the stage of the Underlying, which can be vital. Accordingly, the utmost Redemption Quantity of the securities at
maturity for every $1,000 principal quantity of securities is $1,000 multiplied by the sum of 1 plus the Most Return. Any cost on
the securities is topic to our potential to pay our obligations as they turn into due.
THE PROBABILITY THAT YOU WILL RECEIVE ONLY THE PRINCIPAL
AMOUNT OF YOUR SECURITIES AT MATURITY WILL DEPEND ON THE VOLATILITY OF THE UNDERLYING
“Volatility”
refers back to the frequency and magnitude of adjustments within the stage of the Underlying. The higher the anticipated volatility with respect to the
Underlying on the Commerce Date, the upper the expectation as of the Commerce Date that the Remaining Degree may very well be lower than its Preliminary Degree,
and that you’d obtain solely the principal quantity of $1,000 for every $1,000 principal quantity of securities. The phrases of the securities
are set, partly, based mostly on expectations in regards to the volatility of the Underlying as of the Commerce Date. The volatility of the Underlying
can change considerably over the time period of the securities. The extent of the Underlying may fall sharply and you might obtain solely the
principal quantity of $1,000 for every $1,000 principal quantity of securities.
Dangers Referring to the Underlying
NO OWNERSHIP RIGHTS RELATING TO THE UNDERLYING
Your return on the securities
is not going to replicate the return you’ll understand in case you really owned the fairness securities that comprise the Underlying. The return on
your funding is just not the identical as the overall return based mostly on a purchase order of the fairness securities that comprise the Underlying.
NO VOTING RIGHTS OR DIVIDEND PAYMENTS
As a holder of the securities,
you’ll not have voting rights or rights to obtain money dividends or different distributions or different rights with respect to the fairness
securities that comprise the Underlying.
GOVERNMENT REGULATORY ACTION, INCLUDING LEGISLATIVE
ACTS AND EXECUTIVE ORDERS, COULD RESULT IN MATERIAL CHANGES TO THE UNDERLYING AND COULD NEGATIVELY AFFECT YOUR RETURN ON THE SECURITIES
Authorities regulatory
motion, together with legislative acts and govt orders, may materially have an effect on the Underlying. For instance, in response to current govt
orders, shares of corporations which are decided to be linked to the Individuals’s Republic of China army, intelligence and safety
equipment could also be delisted from a U.S. alternate, eliminated as a element in indices or alternate traded funds, or transactions in, or holdings
of, securities with publicity to such shares might in any other case turn into prohibited underneath U.S. regulation. If authorities regulatory motion ends in
such penalties, there could also be a cloth and damaging impact on the securities.
Dangers Referring to the Issuer
CREDIT SUISSE IS SUBJECT TO SWISS REGULATION
As a Swiss financial institution, Credit score
Suisse is topic to regulation by governmental businesses, supervisory authorities and self-regulatory organizations in Switzerland. Such
regulation is more and more extra in depth and sophisticated and topics Credit score Suisse to dangers. For instance, pursuant to Swiss banking legal guidelines,
the Swiss Monetary Market Supervisory Authority (FINMA) might open decision proceedings if there are justified issues that Credit score Suisse
is over-indebted, has critical liquidity issues or not fulfills capital adequacy necessities. FINMA has broad powers and discretion
within the case of decision proceedings, which embrace the facility to transform debt devices and different liabilities of Credit score Suisse into
fairness and/or cancel such liabilities in complete or partly. If a number of of those measures had been imposed, such measures might adversely
have an effect on the phrases and market worth of the securities and/or the power of Credit score Suisse to make funds thereunder and you might not obtain
any quantities owed to you underneath the securities.
Dangers Referring to Conflicts of Curiosity
HEDGING AND TRADING ACTIVITY
We or any of our associates
might perform hedging actions associated to the securities, together with in devices associated to the Underlying. We or our associates might
additionally commerce devices associated to the Underlying sometimes. Any of those hedging or buying and selling actions on or previous to the Commerce
Date and through the time period of the securities may adversely have an effect on our cost to you at maturity.
POTENTIAL CONFLICTS
We and our associates
play quite a lot of roles in reference to the issuance of the securities, together with appearing as calculation agent and as agent of the issuer
for the providing of the securities, hedging our obligations underneath the securities and figuring out their estimated worth. In performing
these duties, the financial pursuits of us and our associates are probably opposed to your pursuits as an investor within the securities.
Additional, hedging actions might adversely have an effect on any cost on or the worth of the securities. Any revenue in reference to such hedging
actions might be along with every other compensation that we and our associates obtain for the sale of the securities, which creates
an extra incentive to promote the securities to you.
Dangers Referring to the Estimated Worth and Secondary
Market Costs of the Securities
UNPREDICTABLE ECONOMIC AND MARKET FACTORS WILL AFFECT
THE VALUE OF THE SECURITIES
The payout on the securities
will be replicated utilizing a mix of the parts described in “The estimated worth of the securities on the Commerce Date is
lower than the Value to Public.” Subsequently, along with the extent of the Underlying, the phrases of the securities at issuance and
the worth of the securities prior
to maturity could also be influenced
by elements that impression the worth of mounted earnings securities and choices generally, akin to:
| · | the anticipated and precise volatility of the Underlying; |
| · | the time to maturity of the securities; |
| · | the dividend price on the fairness securities included within the Underlying; |
| · | curiosity and yield charges available in the market typically; |
| · | traders’ expectations with respect to the speed of inflation; |
| · | geopolitical situations and financial, monetary, political, regulatory, judicial or different occasions that have an effect on the fairness securities included within the Underlying or markets typically and which can have an effect on the extent of the Underlying; and |
| · | our creditworthiness, together with precise or anticipated downgrades in our credit score rankings. |
Some or all of those
elements might affect the value that you’ll obtain in case you select to promote your securities previous to maturity. The impression of any of the
elements set forth above might improve or offset some or all of any change ensuing from one other issue or elements.
THE ESTIMATED VALUE OF THE SECURITIES ON THE TRADE
DATE IS LESS THAN THE PRICE TO PUBLIC
The preliminary estimated
worth of your securities on the Commerce Date (as decided by reference to our pricing fashions and our inner funding price) is lower than
the unique Value to Public. The Value to Public of the securities contains any reductions or commissions in addition to transaction prices
akin to bills incurred to create, doc and market the securities and the price of hedging our dangers as issuer of the securities
by means of a number of of our associates (which features a projected revenue). These prices might be successfully borne by you as an investor
within the securities. These quantities might be retained by Credit score Suisse or our associates in reference to our structuring and providing of
the securities (besides to the extent reductions or commissions are reallowed to different broker-dealers or any prices are paid to 3rd events).
On the Commerce Date, we
worth the parts of the securities in accordance with our pricing fashions. These embrace a hard and fast earnings element valued utilizing our
inner funding price, and particular person possibility parts valued utilizing proprietary pricing fashions depending on inputs akin to volatility,
correlation, dividend charges, rates of interest and different elements, together with assumptions about future market occasions and/or environments. These
inputs could also be market-observable or could also be based mostly on assumptions made by us in our discretionary judgment. As such, the payout on the securities
will be replicated utilizing a mix of those parts and the worth of those parts, as decided by us utilizing our pricing fashions,
will impression the phrases of the securities at issuance. Our possibility valuation fashions are proprietary. Our pricing fashions bear in mind
elements akin to rates of interest, volatility and time to maturity of the securities, and so they rely partly on sure assumptions about
future occasions, which can show to be incorrect.
As a result of Credit score Suisse’s
pricing fashions might differ from different issuers’ valuation fashions, and since funding charges taken under consideration by different issuers might
differ materially from the charges utilized by Credit score Suisse (even amongst issuers with related creditworthiness), our estimated worth at any time
might not be akin to estimated values of comparable securities of different issuers.
EFFECT OF INTEREST RATE USED IN STRUCTURING THE SECURITIES
The interior funding
price we use in structuring notes akin to these securities is often decrease than the rate of interest that’s mirrored within the yield on
our standard debt securities of comparable maturity within the secondary market (our “secondary market credit score spreads”). If on
the Commerce Date our inner funding price is decrease than our secondary market credit score spreads, we count on that the financial phrases of the securities
will typically be much less favorable to you than they might have been if our secondary market credit score unfold had been utilized in structuring the
securities. We can even use our inner funding price to find out the value of the securities if we submit a bid to repurchase your securities
in secondary market transactions. See “—Secondary Market Costs” beneath.
SECONDARY MARKET PRICES
If Credit score Suisse (or
an affiliate) bids to your securities in secondary market transactions, which we aren’t obligated to do, the secondary market value
(and the worth used for account statements or in any other case) could also be increased or decrease than the Value to Public and the estimated worth of the
securities on the Commerce
Date. The estimated worth
of the securities on the duvet of this pricing complement doesn’t symbolize a minimal value at which we’d be keen to purchase the securities
within the secondary market (if any exists) at any time. The secondary market value of your securities at any time can’t be predicted and
will replicate the then-current estimated worth decided by reference to our pricing fashions, the associated inputs and different elements, together with
our inner funding price, customary bid and ask spreads and different transaction prices, adjustments in market situations and deterioration or
enchancment in our creditworthiness. In circumstances the place our inner funding price is increased than our secondary market credit score spreads,
our secondary market bid to your securities may very well be much less favorable than what different sellers would possibly bid as a result of, assuming all else equal,
we use the upper inner funding price to cost the securities and different sellers would possibly use the decrease secondary market credit score unfold to
value them. Moreover, assuming no change in market situations from the Commerce Date, the secondary market value of your securities will
be decrease than the Value to Public as a result of it is not going to embrace any reductions or commissions and hedging and different transaction prices. If
you promote your securities to a seller in a secondary market transaction, the seller might impose an extra low cost or fee, and
in consequence the value you obtain in your securities could also be decrease than the value at which we might repurchase the securities from such seller.
We (or an affiliate)
might initially submit a bid to repurchase the securities from you at a value that can exceed the then-current estimated worth of the securities.
That increased value displays our projected revenue and prices, which can embrace reductions and commissions that had been included within the Value
to Public, and that increased value may additionally be initially used for account statements or in any other case. We (or our affiliate) might supply to pay
this increased value, to your profit, however the quantity of any extra over the then-current estimated worth might be short-term and is anticipated
to say no over a interval of roughly three months.
The securities should not
designed to be short-term buying and selling devices and any sale previous to maturity may end in a considerable loss to you. You have to be
keen and in a position to maintain your securities to maturity.
LACK OF LIQUIDITY
The securities is not going to
be listed on any securities alternate. Credit score Suisse (or its associates) intends to supply to buy the securities within the secondary market
however is just not required to take action. Even when there’s a secondary market, it could not present sufficient liquidity to permit you to commerce or promote the
securities if you want to take action. As a result of different sellers should not more likely to make a secondary marketplace for the securities, the value at which
you might be able to commerce your securities is more likely to rely upon the value, if any, at which Credit score Suisse (or its associates) is keen
to purchase the securities. If it’s a must to promote your securities previous to maturity, you might not be in a position to take action or you could have to promote them
at a considerable loss.
Supplemental Use of Proceeds and Hedging
We intend to make use of the proceeds of this providing for our
basic company functions, which can embrace the refinancing of present debt exterior Switzerland. Some or the entire proceeds we obtain
from the sale of the securities could also be utilized in reference to hedging our obligations underneath the securities by means of a number of of our
associates. Such hedging or buying and selling actions on or previous to the Commerce Date and through the time period of the securities (together with on any calculation
date, as outlined in any accompanying product complement) may adversely have an effect on the worth of the Underlying and, in consequence, may lower
the quantity you might obtain on the securities at maturity. For added data, see “Supplemental Use of Proceeds and Hedging”
in any accompanying product complement.
Historic Info
The next graph units forth the historic efficiency
of the Underlying based mostly on the closing stage of the Underlying from January 3, 2017 by means of August 31, 2022. We obtained the historic
data beneath from Bloomberg, with out impartial verification. The closing ranges reported by Bloomberg might not be the identical because the
closing ranges derived from the relevant Reuters web page.
You shouldn’t take the historic ranges of the Underlying
as a sign of future efficiency of the Underlying or the securities. Any historic pattern within the stage of the Underlying throughout
any interval set forth beneath is just not a sign that the extent of the Underlying is kind of more likely to enhance or lower at any
time over the time period of the securities.
For added data on the Underlying, see “The
Reference Indices— The S&P Dow Jones Indices— The S&P U.S. Indices— The S&P 500® Index”
within the accompanying underlying complement.
The closing stage of the S&P 500® Index on August
31, 2022 was 3955.00.
United States Federal Tax Issues
This dialogue dietary supplements and, to the extent inconsistent
therewith, supersedes the dialogue within the accompanying product complement underneath “United States Federal Tax Issues.”
Within the opinion of our counsel, Davis Polk & Wardwell
LLP, which is predicated on present market situations, the securities needs to be handled as “contingent cost debt devices”
for U.S. federal earnings tax functions, as described within the part of the accompanying product complement known as “United States Federal
Tax Issues—Tax Penalties to U.S. Holders—Securities Handled as Contingent Fee Debt Devices,” and
the remaining dialogue assumes that this therapy of the securities is revered.
If you’re a U.S. Holder, you’ll be required to acknowledge
curiosity earnings through the time period of the securities on the “comparable yield,” which typically is the yield at which we may
difficulty a fixed-rate debt instrument with phrases much like these of the securities, together with the extent of subordination, time period, timing of
funds and basic market situations, however excluding any changes for the riskiness of the contingencies or the liquidity of the securities.
We’re required to assemble a “projected cost schedule” in respect of the securities representing a cost the quantity
and timing of which might produce a yield to maturity on the securities equal to the comparable yield. Assuming you maintain the securities
till their maturity, the quantity of curiosity you embrace in earnings based mostly on the comparable yield within the taxable yr by which the securities
mature might be adjusted upward or downward to replicate the distinction, if any, between the precise and projected cost on the securities
at maturity as decided underneath the projected cost schedule.
Upon the sale, alternate or retirement of the securities
previous to maturity, you typically will acknowledge achieve or loss equal to the distinction between the proceeds acquired and your adjusted tax
foundation within the securities. Your adjusted tax foundation will equal your buy value for the securities, elevated by curiosity beforehand included
in earnings on the securities. Any achieve typically might be handled as peculiar earnings, and any loss typically might be handled as peculiar
loss to the extent of prior curiosity inclusions on the safety and as capital loss thereafter.
We now have decided that the comparable yield for a safety
is a price of 4.96%, compounded semi-annually, and that the projected cost schedule with respect to a safety is as follows:
| Fee Dates | Projected cost (per $1,000) | OID deemed to accrue throughout accrual interval (per $1,000) | Complete OID deemed to have accrued from unique difficulty date as of finish of accrual interval (per $1,000) |
| March 5, 2023 | $0 | $24.66 | $24.66 |
| September 5, 2023 | $0 | $25.41 | $50.07 |
| March 5, 2024 | $0 | $26.04 | $76.11 |
| September 5, 2024 | $1,102.80 | $26.69 | $102.80 |
Neither the comparable yield nor the projected cost
schedule constitutes a illustration by us relating to the precise quantity that we are going to pay on the securities.
Non-U.S. Holders
Topic to the discussions within the subsequent paragraph and in
“United States Federal Tax Issues” within the accompanying product complement, in case you are a Non-U.S. Holder (as outlined
within the accompanying product complement) of the securities, you typically is not going to be topic to U.S. federal withholding or earnings tax
in respect of any quantity paid to you with respect to the securities, offered that (i) earnings in respect of the securities is just not successfully
related along with your conduct of a commerce or enterprise in america, and (ii) you adjust to the relevant certification necessities.
See “United States Federal Tax Issues—Tax Penalties to Non-U.S. Holders” within the accompanying product complement
for a extra detailed dialogue of the principles relevant to Non-U.S. Holders of the securities.
As mentioned underneath “United States Federal Tax Issues—Tax
Penalties to Non-U.S. Holders—Dividend Equivalents underneath Part 871(m) of the Code” within the accompanying product complement,
Part 871(m) of the Inside Income Code typically imposes a 30% withholding tax on “dividend equivalents” paid or deemed
paid to Non-U.S. Holders with respect to sure monetary devices linked to U.S. equities or indices that embrace U.S. equities.
Treasury rules underneath Part 871(m), as modified by an Inside Income Service (the “IRS”) discover, exclude from their
scope monetary devices issued previous to January 1, 2025 that don’t have a “delta” of 1 with respect to any U.S. fairness.
Based mostly on the phrases of the securities and representations offered by us, our counsel is of the opinion that the securities shouldn’t
be handled as transactions which have a “delta” of 1 inside the that means of the rules with respect to any U.S. fairness
and, due to this fact, shouldn’t be topic to withholding tax underneath Part 871(m).
A dedication that the securities should not topic to
Part 871(m) is just not binding on the IRS, and the IRS might disagree with this dedication. Furthermore, Part 871(m) is complicated and its
software might rely in your specific circumstances, together with your different transactions. You must seek the advice of your tax advisor relating to
the potential software of Part 871(m) to the securities.
We is not going to be required to pay any further quantities with
respect to U.S. federal withholding taxes.
You must learn the part entitled “United States
Federal Tax Issues” within the accompanying product complement.
You must also seek the advice of your tax advisor relating to all
elements of the U.S. federal earnings and property tax penalties of an funding within the securities and any tax penalties arising underneath
the legal guidelines of any state, native or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution
(Conflicts of Curiosity)
Below the phrases and
topic to the situations contained in a distribution settlement dated Might 7, 2007, as amended, which we discuss with because the distribution settlement,
we’ve agreed to promote the securities to CSSU.
The distribution
settlement offers that CSSU is obligated to buy the entire securities if any are bought.
CSSU will supply the
securities on the providing value set forth on the duvet web page of this pricing complement and can obtain reductions and commissions of
$7 per $1,000 principal quantity of securities. CSSU might re-allow some or the entire low cost on the principal quantity per safety on gross sales
of such securities by different brokers or sellers. CSSU or one other dealer or seller will forgo some or all reductions and commissions with
respect to the gross sales of securities into sure fiduciary accounts. If the entire securities should not bought on the preliminary providing value,
CSSU might change the general public providing value and different promoting phrases.
An affiliate of Credit score
Suisse has paid or might pay sooner or later a hard and fast quantity to broker-dealers in reference to the prices of implementing programs to assist
these securities.
We count on to ship
the securities in opposition to cost for the securities on the Settlement Date indicated herein, which can be a date that’s higher than two
enterprise days following the Commerce Date. Below Rule 15c6-1 of the Securities Trade Act of 1934, as amended, trades within the secondary
market typically are required to settle in two enterprise days, until the events to a commerce expressly agree in any other case. Accordingly, if
the Settlement Date is greater than two enterprise days after the Commerce Date, purchasers who want to transact within the securities greater than two
enterprise days previous to the Settlement Date might be required to specify different settlement preparations to stop a failed settlement.
The agent for this
providing, CSSU, is our affiliate. In accordance with FINRA Rule 5121, CSSU might not make gross sales on this providing to any of its discretionary
accounts with out the prior written approval of the client. A portion of the online proceeds from the sale of the securities might be used
by CSSU or one among its associates in reference to hedging our obligations underneath the securities.
For additional data,
please discuss with “Underwriting (Conflicts of Curiosity)” in any accompanying product complement.
Validity of the Securities
Within the opinion of
Davis Polk & Wardwell LLP, as United States counsel to Credit score Suisse, when the securities provided by this pricing complement have
been executed and issued by Credit score Suisse and authenticated by the trustee pursuant to the indenture, and delivered in opposition to cost therefor,
such securities might be legitimate and binding obligations of Credit score Suisse, enforceable in opposition to Credit score Suisse in accordance with their phrases,
topic to (i) relevant chapter, insolvency and related legal guidelines affecting collectors’ rights typically, (ii) ideas of reasonableness
and equitable rules of basic applicability (together with, with out limitation, ideas of fine religion, truthful dealing and the shortage of
dangerous religion) and (iii) potential judicial or regulatory actions or software giving impact to governmental actions or international legal guidelines affecting
collectors’ rights, offered that such counsel expresses no opinion as to the impact of fraudulent conveyance, fraudulent switch
or related provision of relevant regulation on the conclusions expressed above. This opinion is given as of the date of this pricing complement
and is proscribed to the legal guidelines of the State of New York, besides that such counsel expresses no opinion as to the appliance of state securities
or Blue Sky legal guidelines to the securities. Insofar as this opinion entails issues ruled by Swiss regulation, Davis Polk & Wardwell LLP has
relied, with out impartial inquiry or investigation, on the opinion of Homburger AG, dated August 12, 2022 and filed by Credit score Suisse
as an exhibit to a Present Report on Type 6-Ok on August 12, 2022. The opinion of Davis Polk & Wardwell LLP is topic to the identical
assumptions, {qualifications} and limitations with respect to such issues as are contained within the opinion of Homburger AG. As well as,
the opinion of Davis Polk & Wardwell LLP is topic to customary assumptions in regards to the institution of the phrases of the securities,
the trustee’s authorization, execution and supply of the indenture and its authentication of the securities, and the validity,
binding nature and enforceability of the indenture with respect to the trustee, all as said within the opinion of Davis Polk & Wardwell
LLP dated August 12, 2022, which was filed by Credit score Suisse as an exhibit to a Present Report on Type 6-Ok on August 12, 2022. Davis Polk
& Wardwell LLP expresses no opinion as to waivers of objections to venue, the subject material or private jurisdiction of a United
States federal courtroom or the effectiveness of service of course of apart from in accordance with relevant regulation. As well as, such counsel
notes that the enforceability in america of Part 10.08(c) of the indenture is topic to the constraints set forth within the
United States Overseas Sovereign Immunities Act of 1976.
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