加拿大帝国商业银行美股招股说明书(2025-12-18版)

Senior Global Medium-Term Notes Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Featureand Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Linked to thelowest performingof the common stock of Amazon.com, Inc., the Class A common stock of Alphabet Inc., and the Class A common stock of MetaPlatforms, Inc. (each, an “Underlying Stock”) Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at maturity and are subject topotential automatic call prior to maturity upon the terms described below. Whether the securities pay a Contingent Coupon Payment, whether the securities areautomatically called prior to maturity and, if they are not automatically called, whether you receive the face amount of your securities at maturity will depend, in eachcase, on the Stock Closing Price of the Lowest Performing Stock on the relevant Calculation Day. The Lowest Performing Stock on any Calculation Day is the UnderlyingStock that has the lowest Stock Closing Price on that Calculation Day as a percentage of its Starting Price Contingent Coupon Payments. The securities will pay a Contingent Coupon Payment on a quarterly basis until the earlier of the Stated Maturity Date or automatic callif, and only if, the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination Date is greater than or equal to its Coupon Threshold Price.In addition, if the Stock Closing Price of the Lowest Performing Stock on one or more Coupon Determination Dates is less than its Coupon Threshold Price and, on asubsequent Coupon Determination Date, the Stock Closing Price of the Lowest Performing Stock on that subsequent Coupon Determination Date is greater than or equalto its Coupon Threshold Price, on the Coupon Payment Date related to that subsequent Coupon Determination Date, you will receive the Contingent Coupon Payment duefor that subsequent Coupon Determination Date plus all previously unpaid Contingent Coupon Payments (without interest on amounts previously unpaid). If the StockClosing Price of the Lowest Performing Stock is less than its Coupon Threshold Price on every Coupon Determination Date, you will not receive any Contingent CouponPayments throughout the entire term of the securities. The Coupon Threshold Price of each Underlying Stock is equal to 70% of its Starting Price. The Contingent CouponRate is 17.50% per annum Automatic Call.If the Stock Closing Price of the Lowest Performing Stock on any of the quarterly Call Observation Dates from June 2026 to September 2028, inclusive,is greater than or equal to its Starting Price, the securities will be automatically called for the face amount plus the final Contingent Coupon Payment and any previouslyunpaid Contingent Coupon Payments otherwise due Potential Loss of Principal.If the securities are not automatically called prior to maturity, you will receive the face amount at maturity if,and only if, the Ending Priceof the Lowest Performing Stock on the Final Calculation Day is greater than or equal to its Downside Threshold Price. If the Ending Price of the Lowest Performing Stockon the Final Calculation Day is less than its Downside Threshold Price, you will lose more than 30%, and possibly all, of the face amount of your securities. TheDownside Threshold Price of each Underlying Stock is equal to 70% of its Starting Price If the securities are not automatically called prior to maturity, you will have full downside exposure to the Lowest Performing Stock on the Final Calculation Day from itsStarting Price if its Ending Price is less than its Downside Threshold Price, but you will not participate in any appreciation of any Underlying Stock and will not receiveany dividends on any Underlying Stock Your return on the securities will depend solely on the performance of the Underlying Stock that is the Lowest Performing Stock on each Calculation Day. You will notbenefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly,even if the other Underlying Stocks perform favorably All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue any Underlying Stock Issuerfor payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of your investment The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See“Selected Risk Considerations” beginning on pagePRS-9 herein and “Risk Factors” beginning on pageS-1 of the accompanying underlying supplement,pageS-1 of the prospectus supplement and page1 of the prospectus. The securities are unsecured obligati