加拿大帝国商业银行美股招股说明书(2025-12-12版)

Canadian Imperial Bank of Commerce Trigger GEARS Investment Description These Trigger GEARS (the “Notes”) are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”) with returns linked to an unequally-weighted basket (the “Basket”) consisting of the following 6 equity indices (each, a “Basket Component”), with the applicable basket component weighting in parenthesis: theS&P 500®Index (45.00%), the EURO STOXX 50®Index (22.00%), the Nikkei Stock Average Index (13.75%), the FTSE®100 Index (9.625%), the Swiss Market Index®(5.50%) and the S&P®/ASX 200 Index (4.125%). The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations. If the Basket Return isgreater than zero, CIBC will pay the principal amount at maturity plus a return equal to the Upside Gearing multiplied by the Basket Return. If the Basket Return is equal to orless than zero but greater than or equal to -25% (the “Trigger Amount”), CIBC will pay the full principal amount at maturity. However, if the Basket Return is less than theTrigger Amount, CIBC will pay less than the full principal amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Basket Return. Investing in the Notes involves significant risks. The Notes do not pay any interest. You may lose some or all of your principal amount. Any payment on the Notes,including any repayment of principal at maturity, is subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not receiveany amounts owed to you under the Notes and you could lose your entire investment. Features Key Dates ❑Enhanced Growth Potential:At maturity, the Notes enhance any positive Basket Return. Ifthe Basket Return is negative, investors may be exposed to the downside market risk of thenegative Basket Return at maturity.❑Contingent Repayment of Principal at Maturity:If the Basket Return is equal to or less Trade DateDecember 11, 2025Settlement DateDecember 15, 2025Final Valuation Date1December 12, 2030Maturity Date1December 16, 2030 than zero but greater than or equal to the Trigger Amount, CIBC will repay the principalamount at maturity. However, If the Basket Return is less than the Trigger Amount, investorswill be exposed to the full downside performance of the Basket and CIBC will pay less thanthe full principal amount at maturity, resulting in a loss of principal that is proportionate tothe negative Basket Return. Accordingly, you could lose some or all of the principal amount.Any payment on the Notes, including any repayment of principal, is subject to thecreditworthiness of CIBC. 1See page PS-4 for additional details. THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBCTO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE BASKET, WHICHCAN RESULT IN A LOSS OF SOME OR ALL OF THE PRINCIPAL AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDITRISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND ORARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE PS-6 AND THE MORE DETAILED “RISK FACTORS” BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYINGPROSPECTUS SUPPLEMENT AND PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANYOF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOURNOTES. Note Offering The Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof. See “Additional Information About the Notes” on page PS-2. The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement andunderlying supplement, and the terms set forth herein. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved of the Notes ordetermined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation tothe contrary is a criminal offense.The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation (the “CDIC”), 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 6of the prospectus). The Notes will not be listed on any securities exchange. The initial estimated value of the Notes on the Trade Date as determined by CIBC is $9.54 per $10.00 principal amount of the Notes,