加拿大帝国商业银行美股招股说明书(2025-12-11版)

Canadian Imperial Bank of CommerceSenior Global Medium-Term Notes$5,000,000 5.20% Callable Notes due December 12, 2035 We, Canadian Imperial Bank of Commerce (the “Bank” or “CIBC”), are offering $5,000,000 aggregate principal amount of5.20% Callable Notes due December 12, 2035 (CUSIP: 13609FDH4 / ISIN: US13609FDH47) (the “Notes”). At maturity, if the Notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principalamount, plus any accrued and unpaid interest. Interest will be paid semi-annually on June 12 and December 12 of each year,commencing on June 12, 2026 and ending on the Maturity Date. The Notes will accrue interest semi-annually at a rate of 5.20%per annum during the term of the Notes. We have the right to redeem the Notes, in whole but not in part, annually, on the Interest Payment Date falling on December 12 ofeach year, beginning on December 12, 2026 and ending on December 12, 2034. The Redemption Price will be 100% of theprincipal amount plus accrued and unpaid interest to, but excluding, the applicable Optional Redemption Date. The Notes will be issued in minimum denominations of $1,000, and integral multiples of $1,000 in excess thereof. The Notes will not be listed on any securities exchange. The Notes are unsecured obligations of CIBC and all payments on the Notes are subject to the credit risk of CIBC. TheNotes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal DepositInsurance Corporation or any other government agency or instrumentality of Canada, the United States or any otherjurisdiction. Neither the Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission hasapproved or disapproved of these Notes or determined if this pricing supplement or the accompanying prospectussupplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or inpart – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of itsaffiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation orextinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws ofCanada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of Senior DebtSecurities ― Special Provisions Related to Bail-inable Debt Securities” and “— Canadian Bank Resolution Powers” in theaccompanying prospectus and “Risk Factors ― Risks Relating to Bail-Inable Notes” in the accompanying prospectussupplement. Investing in the Notes involves risks. See the “Additional Risk Factors” beginning on page PS-5 of this pricing supplementand the “Risk Factors” beginning on page S-1 of the accompanying prospectus supplement and page 1 of the prospectus. (1)Because certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all oftheir commissions or selling concessions, the price to public for investors purchasing the Notes in these accounts will be$994.00 per Note.(2)Morgan Stanley & Co. LLC (“MS&Co.”), acting as agent for the Bank, will receive a commission of $6.00 (0.60%) per$1,000 principal amount of the Notes. MS&Co. may use a portion or all of its commission to allow selling concessions toother dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some orall of their selling concessions. See “Supplemental Plan of Distribution” on page PS-11 of this pricing supplement. We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company (“DTC”) on December 12,2025 against payment in immediately available funds. You should read this pricing supplement together with the prospectus dated September 5, 2023 (the “prospectus”) andthe prospectus supplement dated September 5, 2023 (the “prospectus supplement”), each relating to our Senior GlobalMedium-Term Notes of which these Notes are a part, for additional information about the Notes. Information in thispricing supplement supersedes information in the prospectus supplement and the prospectus to the extent it is differentfrom that information. Certain defined terms used but not defined herein have the meanings set forth in the prospectussupplement or the prospectus.You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying prospectus supplement and the prospectus. This pricing supplement may be used only for the purposefor which it has been prepared. No one is authorized to give information other than that contained in this pricingsupplement and the accompanying prospectus supplement and