加拿大帝国商业银行美股招股说明书(2025-11-24版)

STRUCTURED INVESTMENTS$33,622,000 Contingent Income Auto-Callable Securities with Memory Coupon due November 27, Opportunities in U.S. Equities 2028 Based on the Performance of the Common Stock of Advanced Micro Devices, Inc.Principal at Risk Securities The Contingent Income Auto-Callable Securities with Memory Coupon (the “securities”) do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors to earn a Contingent Quarterly Coupon (plus any previously unpaid Contingent Quarterly Coupons from prior Determination Datespursuant to the memory coupon feature) at an annual rate of 15.80%, but only with respect to each Determination Date on which the Determination Closing Price of theUnderlying Stock is greater than or equal to 50.00% of the Initial Share Price, which we refer to as the Downside Threshold Price. In addition, if the Determination ClosingPrice of the Underlying Stock is greater than or equal to the Initial Share Price on any Determination Date, the securities will be automatically redeemed for an amount persecurity equal to the Stated Principal Amount and the Contingent Quarterly Coupon plus any previously unpaid Contingent Quarterly Coupons from prior Determination Datespursuant to the memory coupon feature. However, if the securities are not automatically redeemed prior to maturity, the Payment at Maturity due on the securities will be asfollows: (i) if the Final Share Price is greater than or equal to the Downside Threshold Price, the Stated Principal Amount and the Contingent Quarterly Coupon (plus anypreviously unpaid Contingent Quarterly Coupons from prior Determination Dates pursuant to the memory coupon feature) with respect to the Final Determination Date, or (ii) ifthe Final Share Price is less than the Downside Threshold Price, investors will be exposed to the decline in the Underlying Stock on a 1-to-1 basis and will receive a Payment obligations and you will not have any security interest in, or otherwise have any access to, the Underlying Stock. The securities will not constitute depositsinsured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality ofCanada, the United States or any other jurisdiction. The securities are not bail-inable debt securities (as defined on page 6 of the prospectus). Determination Date. The payment of the Contingent Quarterly Coupon, if any, with respect to the Final Determination Date will be madeon the Maturity Date. Each Contingent Payment Date is subject to postponement as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. (1) CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a fee of $22.50 per security and will pay Morgan Stanley Smith Barney LLC (“MorganStanley Wealth Management”) a fixed sales commission of $17.50 for each security they sell. See “Additional Information About the Securities — Supplemental Plan ofDistribution (Conflicts of Interest)” below. The initial estimated value of the securities on the Pricing Date as determined by CIBC is $975.20 per security, which is less than the price to public. See “Risk Factors—General Risks” beginning on page 12 of this pricing supplement and “Additional Information About the Securities—The Bank’s Estimated Value of the Securities” beginning onpage 18 of this pricing supplement for additional information. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved the securitiesor determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Investing in the securities involves risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10 of this pricingsupplement, and “Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of theprospectus. Contingent Income Auto-Callable Securities with Memory Coupon due November 27, 2028Based on the Performance of the Common Stock of Advanced Micro Devices, Inc. Contingent Income Auto-Callable Securities with Memory Coupon due November 27, 2028Based on the Performance of the Common Stock of Advanced Micro Devices, Inc.Principal at Risk Securities Investment Summary Contingent Income Auto-Callable SecuritiesPrincipal at Risk Securities The Contingent Income Auto-Callable Securities due November 27, 2028 Based on the Performance of the Common Stock ofAdvanced Micro Devices Inc, which we refer to as the securities, provide an opportunity for investors to earn a Contingent QuarterlyCoupon (plus any previously unpaid Contingent Qu