Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement, prospectus supplement
and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject to Completion, Dated March 12, 2025
Pricing Supplement dated ,
2025
(To Stock-Linked Underlying Supplement dated September 5, 2023,
Prospectus Supplement dated September 5, 2023, and Prospectus
dated September 5, 2023)
|  |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$
Contingent Coupon Autocallable Barrier Notes Linked to the Worst Performing of the Common Stock of Blackstone Inc., the Common Stock
of FedEx Corporation, and the Common Stock of NVIDIA Corporation due March 16, 2028
| · | The Contingent Coupon Autocallable Barrier Notes (the “notes”) will provide quarterly Contingent Coupon Payments of $45.00
per $1,000 principal amount (or 4.50% of the principal amount, equivalent to 18.00% per annum) until the earlier of maturity or automatic
call if, and only if, the Closing Price of the Worst Performing Reference Stock on the applicable quarterly Coupon Determination
Date is greater than or equal to its Coupon Barrier Price (50% of its Initial Price). |
| · | If the Closing Price of the Worst Performing Reference Stock on any quarterly Call Observation Date beginning on March 12, 2026
is greater than or equal to its Call Price (100% of its Initial Price), we will automatically call the notes and pay you on the applicable
Call Payment Date the principal amount plus the applicable Contingent Coupon Payment. No further amounts will be owed to you. |
| · | If the notes have not been previously called, the Payment at Maturity will depend on the Closing Price of the Worst Performing Reference
Stock on the Final Valuation Date (the “Final Price”) and will be calculated as follows: |
| a. | If the Final Price of the Worst Performing Reference Stock is greater than or equal to its Principal Barrier Price (50% of its Initial
Price): (i) the principal amount plus (ii) the final Contingent Coupon Payment. |
| b. | If the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price: (i) the principal amount
plus (ii) the product of the principal amount multiplied by the Percentage Change of the Worst Performing Reference Stock. In this
case, you will lose some or all of the principal amount at maturity. Even with any Contingent Coupon Payments, the return on the notes
could be negative. |
| · | The notes will not be listed on any securities exchange. |
| · | The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. |
The notes are unsecured obligations of the Bank and any payments
on the notes are subject to the credit risk of the Bank. The notes will not constitute deposits insured by the Canada Deposit Insurance
Corporation, 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 6 of the prospectus).
Neither the Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of these notes or determined if this pricing supplement
or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Investing in the notes involves risks not associated with an investment
in ordinary debt securities. See “Additional Risk Factors” beginning on page PS-8 of this pricing supplement, and “Risk
Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1
of the prospectus.
| |
Price to Public (Initial Issue Price)(1) |
Underwriting Discount(1)(2) |
Proceeds to Issuer |
| Per Note |
$1,000.00 |
Up to $27.50 |
At least $972.50 |
| Total |
$ |
$ |
$ |
| (1) | Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their commissions
or selling concessions, the price to public for investors purchasing the notes in these accounts may be between $972.50 and $1,000.00
per note. |
| (2) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a commission of up to $27.50 (2.75%) per
$1,000 principal amount of the notes. CIBCWM may use a portion or all of its commission to allow selling concessions to other dealers
in connection with the distribution of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling
concessions. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-17 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is expected to be between $905.50 and $925.50 per $1,000 principal amount of the notes, which is expected to be less than
the price to public. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
We will deliver the notes in book-entry form through the facilities
of The Depository Trust Company (“DTC”) on or about March 17, 2025 against payment in immediately available funds.
CIBC Capital
Markets
ADDITIONAL
TERMS OF THE NOTES
You should read this pricing supplement together with the prospectus
dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus
supplement”) and the Stock-Linked Underlying Supplement dated September 5, 2023 (the “underlying supplement”).
Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus
to the extent it is different from that information. Certain terms used but not defined herein will have the meanings set forth in the
underlying supplement, the prospectus supplement or the prospectus.
You should rely only on the information contained in or incorporated
by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus. This
pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than
that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus, and
in the documents referred to in those documents and which are made available to the public. We, CIBCWM and our other affiliates have not
authorized any other person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it.
We and CIBCWM are not making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this
pricing supplement or the accompanying underlying supplement, the prospectus supplement or the prospectus is accurate as of any date other
than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since
that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus supplement or the prospectus constitutes
an offer, or an invitation on behalf of us or CIBCWM, to subscribe for and purchase any of the notes and may not be used for or in connection
with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,” “the Issuer,” “the
Bank,” “we,” “us” and “our” in this pricing supplement are references to Canadian Imperial Bank
of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the underlying supplement, the prospectus supplement
and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
| · | Underlying supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098174/tm2322483d90_424b5.htm
| · | Prospectus supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
SUMMARY
The information in this “Summary” section is qualified
by the more detailed information set forth in the underlying supplement, the prospectus supplement and the prospectus. See “Additional
Terms of the Notes” in this pricing supplement.
| Issuer: |
|
Canadian Imperial Bank of Commerce |
| Reference Asset: |
|
The worst performing of the common stock of Blackstone Inc. (Bloomberg ticker: BX) (the “BX”), the common stock of FedEx Corporation (Bloomberg ticker: FDX) (the “FDX”), and the common stock of NVIDIA Corporation (Bloomberg ticker: NVDA) (the “NVDA”) (each, a “Reference Stock” and together, the “Reference Stocks”) |
| Principal Amount: |
|
$1,000 per note |
| Aggregate Principal Amount: |
|
$ |
| Term: |
|
Approximately three years, unless previously called |
| Strike Date: |
|
March 11, 2025 |
| Trade Date: |
|
Expected to be March 12, 2025 |
| Original Issue Date: |
|
Expected to be March 17, 2025 (to be determined on the Trade Date and expected to be the third scheduled Business Day after the Trade Date) |
| Final Valuation Date: |
|
Expected to be March 13, 2028, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Reference Stocks” in the underlying supplement. |
| Maturity Date: |
|
Expected to be March 16, 2028. The Maturity Date is subject to the Call Feature and may be postponed as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Contingent Coupon Payment: |
|
On each Coupon Payment Date, you will receive a Contingent Coupon Payment of $45.00 per $1,000 principal amount (or 4.50% of the principal amount, equivalent to 18.00% per annum) if, and only if, the Closing Price of the Worst Performing Reference Stock on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Price. If the Closing Price of the Worst Performing Reference Stock on any Coupon Determination Date is less than its Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date. If the Closing Price of the Worst Performing Reference Stock is less than its Coupon Barrier Price on all quarterly Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term of the notes. |
| Coupon Barrier Price: |
|
$69.07 with respect to the BX, $121.48 with respect to the FDX and $54.38 with respect to the NVDA, each of which is 50% of its Initial Price. |
| Coupon Determination Dates and Coupon Payment Dates: |
|
Quarterly. Each expected Coupon Determination Date and the corresponding Coupon Payment Date are as set forth below: |
| |
|
|
Coupon Determination Dates* |
Coupon Payment Dates** |
| |
|
1 |
June 12, 2025 |
June 17, 2025 |
| |
|
2 |
September 12, 2025 |
September 17, 2025 |
| |
|
3 |
December 12, 2025 |
December 17, 2025 |
| |
|
4 |
March 12, 2026 |
March 17, 2026 |
| |
|
5 |
June 12, 2026 |
June 17, 2026 |
| |
|
6 |
September 14, 2026 |
September 17, 2026 |
| |
|
7 |
December 14, 2026 |
December 17, 2026 |
| |
|
8 |
March 12, 2027 |
March 17, 2027 |
| |
|
9 |
June 14, 2027 |
June 17, 2027 |
| |
|
10 |
September 13, 2027 |
September 16, 2027 |
| |
|
11 |
December 13, 2027 |
December 16, 2027 |
| |
|
12 |
March 13, 2028
(the Final Valuation Date) |
March 16, 2028
(the Maturity Date) |
| |
|
*Each Coupon Determination Date is subject to postponement as
described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple
Reference Stocks” in the underlying supplement.
**Each Coupon 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
|
| Call Feature: |
|
If the Closing Price of the Worst Performing Reference Stock on any
Call Observation Date is greater than or equal to its Call Price, we will automatically call all the notes, and pay you on the applicable
Call Payment Date your principal amount plus the applicable Contingent Coupon Payment otherwise due for that Call Observation Date.
If the notes are automatically called, they will cease to be outstanding
on the related Call Payment Date, and no further payments will be made on the notes. You will not receive any notice from us if the notes
are automatically called. |
| Call Price: |
|
$138.14 with respect to the BX, $242.96 with respect to the FDX and $108.76 with respect to the NVDA, each of which is 100% of its Initial Price. |
| Call Observation Dates: |
|
Quarterly. Expected to be the Coupon Determination Dates beginning on March 12, 2026 and ending on December 13, 2027, each subject to postponement as described under “Certain Terms of the Notes— Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Reference Stocks” in the underlying supplement. |
| Call Payment Dates: |
|
Each Coupon Payment Date corresponding to a Call Observation Date. |
| Payment at Maturity: |
|
If the notes have not been previously called, the Payment at Maturity
will be based on the Final Price of the Worst Performing Reference Stock and will be calculated as follows:
· If
the Final Price of the Worst Performing Reference Stock is greater than or equal to its Principal Barrier Price:
Principal Amount + Final Contingent Coupon Payment
· If
the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price:
Principal Amount + (Principal Amount ×
Percentage Change of the Worst Performing Reference Stock)
In this case, you will lose some or all of the
principal amount at maturity. Even |
| |
|
with any Contingent Coupon Payments, the return on the notes could be negative. |
| Percentage Change: |
|
The “Percentage Change” with respect to each Reference
Stock, expressed as a percentage, is calculated as follows:
Final Price – Initial Price
Initial Price |
| Principal Barrier Price: |
|
$69.07 with respect to the BX, $121.48 with respect to the FDX and $54.38 with respect to the NVDA, each of which is 50% of its Initial Price. |
| Worst Performing Reference Stock: |
|
On any Coupon Determination Date, including the Final Valuation Date, the “Worst Performing Reference Stock” is the Reference Stock that has the lowest Closing Price on that date as a percentage of its Initial Price. |
| Initial Price: |
|
$138.14 with respect to the BX, $242.96 with respect to the FDX and $108.76 with respect to the NVDA, each of which was its Closing Price on the Strike Date, subject to adjustment as described under “Certain Terms of the Notes—Anti-Dilution Adjustments” in the underlying supplement. |
| Final Price: |
|
For each Reference Stock, its Closing Price on the Final Valuation Date. |
| Calculation Agent: |
|
Canadian Imperial Bank of Commerce. |
| CUSIP/ISIN: |
|
13607XWK9 / US13607XWK98 |
| Fees and Expenses: |
|
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities related to the notes. |
| The Trade Date and the other dates set forth above are subject to change, and will be set forth in the final pricing supplement relating to the notes. |
HYPOTHETICAL
PAYMENT AT MATURITY
The following table and examples are provided for illustrative purposes
only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the
Final Price of any Reference Stock relative to its Initial Price. We cannot predict the Closing Price of any Reference Stock on any Coupon
Determination Date, including the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below
may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected performance
of the Reference Stocks or return on the notes. The numbers appearing in the table below and following examples have been rounded for
ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment
in the notes for a hypothetical range of Percentage Changes of the Worst Performing Reference Stock from -100% to +100%. The following
results are based solely on the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number,
expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 principal amount to $1,000. The potential returns
described below assume that the notes have not been automatically called prior to maturity and are held to maturity, and are calculated
excluding any Contingent Coupon Payments paid prior to maturity. The following table and examples assume the following:
Principal Amount: $1,000
Contingent Coupon Payment: $45.00
(or 4.50% of the principal amount, equivalent to 18.00% per annum)
Hypothetical Initial Price of the Worst Performing Reference Stock: $100
Hypothetical Principal Barrier Price of the Worst Performing Reference
Stock: $50 (50% of its Initial Price)
Hypothetical Final
Price of the Worst
Performing
Reference Stock |
Hypothetical
Percentage Change
of the Worst
Performing
Reference Stock |
Hypothetical Payment at
Maturity |
Hypothetical Return on
the Notes (Excluding
Any Contingent
Coupon Payments
Paid Prior to
Maturity) |
| $200.00 |
100.00% |
$1,045.00(1) |
4.50% |
| $150.00 |
50.00% |
$1,045.00 |
4.50% |
| $125.00 |
25.00% |
$1,045.00 |
4.50% |
| $100.00(2) |
0.00% |
$1,045.00 |
4.50% |
| $80.00 |
-20.00% |
$1,045.00 |
4.50% |
| $60.00 |
-40.00% |
$1,045.00 |
4.50% |
| $50.00(3) |
-50.00% |
$1,045.00 |
4.50% |
| $49.00 |
-51.00% |
$490.00 |
-51.00% |
| $40.00 |
-60.00% |
$400.00 |
-60.00% |
| $30.00 |
-70.00% |
$300.00 |
-70.00% |
| $25.00 |
-75.00% |
$250.00 |
-75.00% |
| $0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | The Payment at Maturity will not exceed the principal amount plus the final Contingent Coupon Payment. |
| (2) | The hypothetical Initial Price of $100 used in these examples has been chosen for illustrative purposes only. The actual Initial
Price of each Reference Stock is set forth on page PS-4 of this pricing supplement. |
| (3) | This is the hypothetical Principal Barrier Price of the Worst Performing Reference Stock. |
The following examples indicate how the Payment at Maturity would be
calculated with respect to a hypothetical $1,000 investment in the notes assuming that the notes have not been automatically called prior
to maturity and are held to maturity.
Example 1: The Percentage Change of the Worst Performing Reference
Stock Is 50.00%.
Because the Final Price of the Worst Performing Reference Stock is
greater than or equal to its Principal Barrier Price, the Payment at Maturity would be $1,045.00 per $1,000 principal amount, calculated
as follows:
$1,000 + Final Contingent Coupon Payment
= $1,000 + ($1,000 × 4.50%)
= $1,045.00
Example 1 shows that the Payment at Maturity will be fixed at the principal
amount plus the final Contingent Coupon Payment when the Final Price of the Worst Performing Reference Stock is at or above its Principal
Barrier Price, regardless of the extent to which the price of the Worst Performing Reference Stock increases.
Example 2: The Percentage Change of the Worst Performing Reference
Stock Is -20.00%.
Because the Final Price of the Worst Performing Reference Stock is
greater than or equal to its Principal Barrier Price, the Payment at Maturity would be $1,045.00 per $1,000 principal amount, calculated
as follows:
$1,000 + Final Contingent Coupon Payment
= $1,000 + ($1,000 × 4.50%)
= $1,045.00
Example 2 shows that the Payment at Maturity will equal the principal
amount plus the final Contingent Coupon Payment when the Final Price of the Worst Performing Reference Stock is at or above its Principal
Barrier Price, although the price of the Worst Performing Reference Stock has decreased moderately.
Example 3: The Percentage Change of the Worst Performing Reference
Stock Is -75.00%.
Because the Final Price of the Worst Performing Reference Stock is
less than its Principal Barrier Price, the Payment at Maturity would be $250.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Percentage Change of the Worst Performing
Reference Stock)
= $1,000 + ($1,000 × -75.00%)
= $250.00
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease
in the price of the Worst Performing Reference Stock from its Initial Price if its Final Price is less than its Principal Barrier Price.
You may lose up to 100% of your principal amount at maturity. Even with any Contingent Coupon Payments, the return on the notes could
be negative.
These examples illustrate that you will not participate in any appreciation
of any Reference Stock, but will be fully exposed to a decrease in the Worst Performing Reference Stock if the notes are not called and
the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price, even if the Final Prices of the other
Reference Stocks have appreciated or have not declined below their respective Principal Barrier Prices.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be an
appropriate investment for you if:
| · | You believe that the Closing Price of each Reference Stock will be at or above its Coupon Barrier Price
on most or all of the Coupon Determination Dates, and the Final Price of the Worst Performing Reference Stock will be at or above its
Principal Barrier Price. |
| · | You seek an investment with quarterly Contingent Coupon Payments of $45.00 per $1,000 principal amount
(or 4.50% of the principal amount, equivalent to 18.00% per annum) until the earlier of maturity or automatic call, if, and only if, the
Closing Price of the Worst Performing Reference Stock on the applicable Coupon Determination Date is greater than or equal to its Coupon
Barrier Price. |
| · | You are willing to lose a substantial portion or all of the principal amount of the notes if the notes
are not called and the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price. |
| · | You are willing to accept the risk that you may not receive any Contingent Coupon Payments on most or
all of the Coupon Payment Dates and may lose up to 100% of the principal amount of the notes at maturity. |
| · | You are willing to invest in the notes based on the fact that your maximum potential return is the sum
of any Contingent Coupon Payments payable on the notes. |
| · | You are willing to forgo participation in any appreciation of any Reference Stock. |
| · | You understand that the return on the notes will depend solely on the performance of the Worst Performing
Reference Stock on each Coupon Determination Date and consequently, the notes are riskier than alternative investments linked to only
one of the Reference Stocks or linked to a basket composed of the Reference Stocks. |
| · | You understand that the notes may be automatically called prior to maturity and that the term of the
notes may be as short as twelve months, or you are otherwise willing to hold the notes to maturity. |
| · | You do not seek certainty of current income over the term of the notes. |
| · | You are willing to forgo dividends or other distributions paid on the Reference Stocks. |
| · | You do not seek an investment for which there will be an active secondary market. |
| · | You are willing to assume the credit risk of the Bank for any payments under the notes. |
The notes may not be an appropriate investment for you if:
| · | You believe that the Closing Price of at least one Reference Stock will be below its Coupon Barrier Price
on most or all of the Coupon Determination Dates, and the Final Price of the Worst Performing Reference Stock will be below its Principal
Barrier Price. |
| · | You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return. |
| · | You are unwilling to lose a substantial portion or all of the principal amount of the notes if the notes
are not called and the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price. |
| · | You are unwilling to accept the risk that you may not receive any Contingent Coupon Payments on most
or all of the Coupon Payment Dates and may lose up to 100% of the principal amount of the notes at maturity. |
| · | You seek full payment of the principal amount of the notes at maturity. |
| · | You seek an uncapped return on your investment. |
| · | You seek exposure to the upside performance of any or each Reference Stock. |
| · | You seek exposure to a basket composed of the Reference Stocks or a similar investment in which the overall
return is based on a blend of the performances of the Reference Stocks, rather than solely on the Worst Performing Reference Stock. |
| · | You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or
you are otherwise unable or unwilling to hold the notes to maturity. |
| · | You seek certainty of current income over the term of the notes. |
| · | You want to receive dividends or other distributions paid on the Reference Stocks. |
| · | You seek an investment for which there will be an active secondary market. |
| · | You are not willing to assume the credit risk of the Bank for any payments under the notes. |
The investor suitability considerations identified above are not
exhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances and you should reach
an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability
of an investment in the notes in light of your particular circumstances. You should also review ‘‘Additional Risk Factors’’
below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment in the notes involves significant risks. In addition
to the following risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1
of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should
reach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplement, the prospectus
supplement and the prospectus.
Structure Risks
If the notes are not called prior to maturity, you may lose all
or a substantial portion of the principal amount of your notes.
The notes do not guarantee any return of principal. The repayment of
any principal on the notes at maturity depends on the Final Price of the Worst Performing Reference Stock. The Bank will only repay you
the full principal amount of your notes if the Final Price of the Worst Performing Reference Stock is equal to or greater than its Principal
Barrier Price. If the Final Price of the Worst Performing Reference Stock is less than its Principal Barrier Price, you will lose 1% of
the principal amount for each percentage point that the Final Price of the Worst Performing Reference Stock is less than its Initial Price.
You may lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return on the notes could
be negative.
The automatic Call Feature limits your potential return, and you
are subject to reinvestment risk.
If the notes are called, the payment on the notes on any Call Payment
Date is limited to the principal amount plus the applicable Contingent Coupon Payment. In addition, if the notes are called, which may
occur as early as the fourth Coupon Determination Date, the amount of coupon payable on the notes will be less than the full amount of
coupon that would have been payable if the notes had not been called prior to maturity. If the notes are automatically called, you will
lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date to the Maturity Date, and
the total return on the notes could be minimal. Because of the automatic Call Feature, the term of your investment in the notes may be
limited to a period that is shorter than the original term of the notes and may be as short as twelve months. There is no guarantee that
you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event
the notes are automatically called prior to the Maturity Date.
The notes do not provide for fixed payments of interest and you
may receive no Contingent Coupon Payments on most or all of the Coupon Payment Dates.
On each Coupon Payment Date, you will receive a Contingent Coupon Payment
if, and only if, the Closing Price of the Worst Performing Reference Stock on the related Coupon Determination Date is greater than or
equal to its Coupon Barrier Price. If the Closing Price of the Worst Performing Reference Stock on any Coupon Determination Date is less
than its Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Closing
Price of the Worst Performing Reference Stock is less than its Coupon Barrier Price on each Coupon Determination Date over the term of
the notes, you will not receive any Contingent Coupon Payments over the entire term of the notes.
You will not participate in any appreciation of any Reference Stock
and your return on the notes will be limited to the Contingent Coupon Payments paid on the notes, if any.
The Payment at Maturity will not exceed the principal amount plus the
final Contingent Coupon Payment and any positive return you receive on the notes will be composed solely of the sum of any Contingent
Coupon Payments received prior to and at maturity. You will not participate in any appreciation of any Reference Stock. Therefore, if
the appreciation of any Reference Stock exceeds the sum of the Contingent Coupon Payments paid to you, if any, the notes will underperform
an investment in securities linked to that Reference Stock providing full participation in the appreciation. Accordingly, the return on
the notes may be less than the return would be if you made an investment in securities directly linked to the positive performance of
the Reference Stocks.
The notes are subject to the full risks of the Worst Performing
Reference Stock and will be negatively affected if any Reference Stock performs poorly, even if the other Reference Stocks perform favorably.
You are subject to the full risks of the Worst Performing Reference
Stock. If the Worst Performing Reference Stock performs poorly, you will be negatively affected, even if the other Reference Stocks perform
favorably. The notes are not linked to a basket composed of the Reference Stocks, where the better performance of some Reference Stocks
could offset the poor performance of others. Instead, you are subject to the full risks of the Worst Performing Reference Stock on each
Coupon Determination Date. As a result, the notes are riskier than an alternative investment linked to only one of the Reference Stocks
or linked to a basket composed of the Reference Stocks. You should not invest in the notes unless you understand and are willing to accept
the full downside risks of the Worst Performing Reference Stock.
Higher Contingent Coupon Payment or lower Principal Barrier Price
are generally associated with Reference Stocks with greater expected volatility and therefore can indicate a greater risk of loss.
“Volatility” refers to the frequency and magnitude of changes
in the price of a Reference Stock. The greater the expected volatility with respect to a Reference Stock on the Trade Date, the higher
the expectation as of the Trade Date that the price of the Reference Stock could close below its Principal Barrier Price on the Final
Valuation Date, indicating a higher expected risk of loss on the notes. This greater expected risk will generally be reflected in a higher
Contingent Coupon Payment than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms
(such as a lower Coupon Barrier Price or a higher Contingent Coupon Payment) than for similar securities linked to the performance of
the Reference Stocks with a lower expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent
Coupon Payment may indicate an increased risk of loss. Further, a relatively lower Principal Barrier Price may not necessarily indicate
that the notes have a greater likelihood of a repayment of principal at maturity. The volatility of a Reference Stock can change significantly
over the term of the notes. The price of a Reference Stock for your notes could fall sharply, which could result in a significant loss
of principal. You should be willing to accept the downside market risk of the Reference Stocks and the potential to lose some or all of
your principal at maturity.
The payments on the notes are not linked to the prices of the Reference
Stocks at any time other than the Coupon Determination Dates.
The payments on the notes will be based on the Closing Price of each
Reference Stock on the Coupon Determination Dates. Therefore, for example, if the Closing Price of a Reference Stock declined as of a
Coupon Determination Date below its Initial Price or Coupon Barrier Price, as applicable, the notes will not be called and the relevant
Contingent Coupon Payment will not be payable. Similarly, if the Final Price of the Worst Performing Reference Stock declined as of the
Final Valuation Date below its Principal Barrier Price, the Payment at Maturity may be significantly less than it would otherwise have
been had the Payment at Maturity been linked to the Closing Price of the Worst Performing Reference Stock prior to the Final Valuation
Date. Although the actual price of a Reference Stock at other times during the term of the notes may be higher than its Closing Price
on a Coupon Determination Date, the payments on the notes will not benefit from the Closing Price of such Reference Stock at any time
other than the Coupon Determination Dates.
Reference Asset Risks
You will be subject to risks relating to the relationship among
the Reference Stocks.
The notes are linked to the individual performance of each Reference
Stock. As such, the notes will perform poorly if only one of the Reference Stocks performs poorly. It is impossible to predict the relationship
among the Reference Stocks. If the performances of the Reference Stocks exhibit no relationship to each other, it is more likely that
one of the Reference Stocks will cause the notes to perform poorly. However, if the Reference Stock Issuers’ businesses tend to
be related such that the performances of the Reference Stocks are correlated, then there is less likelihood that only one Reference Stock
will cause the notes to perform poorly. Furthermore, to the extent that each Reference Stock represents a different market segment or
market sector, the risk of one Reference Stock performing poorly is greater. As a result, you are not only taking market risk on each
Reference Stock Issuer and its business, you are also taking a risk relating to the relationship between each Reference Stock Issuer and
Reference Stock to others.
There will be limited anti-dilution protection.
For certain events affecting shares of a Reference Stock, such as stock
splits or extraordinary dividends, the calculation agent may make adjustments which may adversely affect any payments on the notes. However,
the calculation agent is not required to make an adjustment for every corporate action which affects the price of a
Reference Stock. If an event occurs that does not require the calculation
agent to adjust the price of a Reference Stock, the market value of the notes and the amount due on the notes may be materially and adversely
affected.
Conflicts of Interest
Certain business, trading and hedging activities of us, the agent,
and our other affiliates may create conflicts with your interests and could potentially adversely affect the value of the notes.
We, the agent, and our other affiliates may engage in trading and other
business activities related to a Reference Stock that are not for your account or on your behalf. We, the agent, and our other affiliates
also may issue or underwrite other financial instruments with returns based upon a Reference Stock. These activities may present a conflict
of interest between your interest in the notes and the interests that we, the agent, and our other affiliates may have in our or their
proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our
or their management. These trading and other business activities, if they adversely affect the price of any Reference Stock or secondary
trading in your notes, could be adverse to your interests as a beneficial owner of the notes.
Moreover, we, the agent and our other affiliates play a variety of
roles in connection with the issuance of the notes, including hedging our obligations under the notes and making the assumptions and inputs
used to determine the pricing of the notes and the initial estimated value of the notes when the terms of the notes are set. We expect
to hedge our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated counterparty, which
may include any dealer from which you purchase the notes. Any of these hedging activities may adversely affect the price of a Reference
Stock and therefore the market value of the notes and the amount you will receive, if any, on the notes. In connection with such activities,
the economic interests of us, the agent, and our other affiliates may be adverse to your interests as an investor in the notes. Any of
these activities may adversely affect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result
in a loss. We, the agent, one or more of our other affiliates or any unaffiliated counterparty will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any
secondary market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that
we, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive
to sell the notes to you. We, the agent, our other affiliates or any unaffiliated counterparty will have no obligation to take, refrain
from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes.
There are potential conflicts of interest between you and the calculation
agent.
The calculation agent will determine, among other things, the amount
of payments on the notes. The calculation agent will exercise its judgment when performing its functions. For example, the calculation
agent will determine whether a Market Disruption Event affecting a Reference Stock has occurred on a scheduled Coupon Determination Date,
make a good faith estimate in its sole discretion of the Closing Price for an affected Reference Stock if the relevant Coupon Determination
Date is postponed to the last possible day, and make certain anti-dilution adjustments with respect to a Reference Stock if certain corporate
events occur. See “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple
Reference Stocks” and “—Anti-Dilution Adjustments” in the underlying supplement. This determination may, in turn,
depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability of
one of our affiliates to unwind our hedge positions. The calculation agent will be required to carry out its duties in good faith and
use its reasonable judgment. However, because we will be the calculation agent, potential conflicts of interest could arise. None of us,
CIBCWM or any of our other affiliates will have any obligation to consider your interests as a holder of the notes in taking any action
that might affect the value of your notes.
Tax Risks
The tax treatment of the notes is uncertain.
Significant aspects of the tax treatment of the notes are uncertain.
You should consult your tax advisor about your own tax situation. See “United States Federal Income Tax Considerations” and
“Certain Canadian Federal Income Tax Considerations” in this pricing supplement, “Material U.S. Federal Income Tax Consequences”
in the underlying supplement and “Material Income Tax Consequences—Canadian Taxation” in the prospectus.
General Risks
Payments on the notes are subject to our credit risk, and actual
or perceived changes in our creditworthiness are expected to affect the value of the notes.
The notes are our senior unsecured debt obligations and are not, either
directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus and prospectus supplement,
the notes will rank on par with all of our other unsecured and unsubordinated debt obligations, except such obligations as may be preferred
by operation of law. Any payment to be made on the notes depends on our ability to satisfy our obligations as they come due. As a result,
the actual and perceived creditworthiness of us may affect the market value of the notes and, in the event we were to default on our obligations,
you may not receive the amounts owed to you under the terms of the notes. If we default on our obligations under the notes, your investment
would be at risk and you could lose some or all of your investment. See “Description of Senior Debt Securities—Events of Default”
in the accompanying prospectus.
The Bank’s initial estimated value of the notes will be lower
than the initial issue price (price to public) of the notes.
The initial issue price of the notes will exceed the Bank’s initial
estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, are included in the initial
issue price of the notes. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
The Bank’s initial estimated value does not represent future
values of the notes and may differ from others’ estimates.
The Bank’s initial estimated value of the notes is only an estimate,
which will be determined by reference to the Bank’s internal pricing models when the terms of the notes are set. This estimated
value will be based on market conditions and other relevant factors existing at that time, the Bank’s internal funding rate on the
Trade Date and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and
other factors. Different pricing models and assumptions could provide valuations for the notes that are greater or less than the Bank’s
initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove
to be incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market
conditions, including the prices of the Reference Stocks, the Bank’s creditworthiness, interest rate movements and other relevant
factors, which may impact the price at which the agent or any other party would be willing to buy the notes from you in any secondary
market transactions. The Bank’s initial estimated value does not represent a minimum price at which the agent or any other party
would be willing to buy the notes in any secondary market (if any exists) at any time. See “The Bank’s Estimated Value of
the Notes” in this pricing supplement.
The Bank’s initial estimated value of the notes will not be
determined by reference to credit spreads for our conventional fixed-rate debt.
The internal funding rate to be used in the determination of the Bank’s
initial estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The
discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing
liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to use the
interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you.
Consequently, our use of an internal funding rate for market-linked notes would have an adverse effect on the economic terms of the notes,
the initial estimated value of the notes on the Trade Date, and any secondary market prices of the notes. See “The Bank’s
Estimated Value of the Notes” in this pricing supplement.
The notes will not be listed on any securities exchange and we do
not expect a trading market for the notes to develop.
The notes will not be listed on any securities exchange. Although CIBCWM
and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required to make a market for the
notes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect that any market makers will
participate in a secondary market for the notes, the price at which you may be able to sell your notes is likely to depend on the price,
if any, at which CIBCWM and/or its affiliates are willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly, there
may be a limited number of buyers if you decide to sell your notes prior to maturity or automatic call. This may affect the price you
receive upon such sale. Consequently, you should be willing to hold the notes to maturity or automatic call.
INFORMATION
REGARDING THE REFERENCE STOCKS
The information below are brief descriptions of the Reference Stocks.
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information.
Because each Reference Stock is registered under the Securities Exchange
Act of 1934 (the “Exchange Act”), each Reference Stock Issuer is required to file periodically certain financial and other
information specified by the SEC. Information provided to or filed with the SEC by the Reference Stock Issuers can be located through
the SEC’s website at http://www.sec.gov by reference to the applicable CIK number set forth below.
This document relates only to the notes and does not relate to the
securities of any Reference Stock Issuer. None of us, CIBCWM or any of our other affiliates has participated or will participate in the
preparation of any Reference Stock Issuer’s publicly available documents. None of us, CIBCWM or any of our other affiliates has
made any due diligence inquiry with respect to any Reference Stock Issuer in connection with the offering of the notes. None of us, CIBCWM
or any of our other affiliates makes any representation that the publicly available documents or any other publicly available information
regarding the Reference Stock Issuers are accurate or complete. Furthermore, there can be no assurance that all events occurring prior
to the date of this document, including events that would affect the accuracy or completeness of these publicly available documents that
would affect the trading price of the Reference Stocks, have been or will be publicly disclosed. Subsequent disclosure of any events or
the disclosure of or failure to disclose material future events concerning the Reference Stock Issuers could affect the prices of the
Reference Stocks and therefore could affect your return on the notes. Information from outside sources is not incorporated by reference
in, and should not be considered part of, this document or the accompanying prospectus, the prospectus supplement or the underlying supplement.
The selection of the Reference Stocks is not a recommendation to buy or sell shares of the Reference Stocks.
Blackstone Inc.
Blackstone Inc. operates as an investment company. The company focuses
on real estate, hedge funds, private equity, leveraged lending, senior debts, and rescue financing. Information filed by the company with
the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1393818. This Reference Stock is listed on the New York
Stock Exchange under the ticker symbol “BX.”
FedEx Corporation
FedEx Corporation delivers packages and freight to multiple countries
and territories through an integrated global network. The company provides worldwide express delivery, ground small-parcel delivery, less-than-truckload
freight delivery, supply chain management services, customs brokerage services, and trade facilitation and electronic commerce solutions.
Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1048911. This
Reference Stock is listed on the New York Stock Exchange under the ticker symbol “FDX.”
NVIDIA Corporation
NVIDIA Corporation is a global technology company that develops and
markets three dimensional (3D) graphics processors, artificial intelligence (AI), virtual reality (VR) and related software to individual
and corporate markets. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK
number: 1045810. This Reference Stock is listed on the Nasdaq Global Select Market under the ticker symbol “NVDA.”
Historical Performance of the Reference Stocks
The following graphs set forth daily Closing Prices of the Reference
Stocks for the period from January 1, 2020 to March 11, 2025. On March 11, 2025, the Closing Price was $138.14 for BX,
$242.96 for FDX, and $108.76 for NVDA. We obtained the Closing Prices below from Bloomberg L.P. (“Bloomberg”) without independent
verification. The historical performance of a Reference Stock should not be taken as an indication of its future performance, and no assurances
can be given as to the price of any Reference Stock at any time during the term of the notes, including the Coupon Determination Dates.
We cannot give you assurance that the performance of the Reference Stocks will result in the return of any of your investment.
| Historical Performance of BX |
 |
| Source: Bloomberg |
|
Historical Performance of FDX |
 |
| Source: Bloomberg |
| Historical Performance of NVDA |
 |
| Source: Bloomberg |
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the notes. It applies only to those U.S. Holders
who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your investment in the
notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the notes as prepaid
derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you paid for
your notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your notes for more than
one year. Although the tax treatment of the Contingent Coupon Payments is unclear, we intend to treat any Contingent Coupon Payments,
including on the Maturity Date or upon an automatic call, as ordinary income includible in income by you at the time it accrues or is
received in accordance with your normal method of accounting for U.S. federal income tax purposes.
The expected characterization of the notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize the notes in a
manner that results in tax consequences to you that are different from those described above or in the accompanying underlying supplement.
For a more detailed discussion of certain alternative characterizations with respect to the notes and certain other considerations with
respect to an investment in the notes, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the underlying supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative
characterization of the notes for U.S. federal income tax or other tax purposes.
With respect to the discussion in the underlying supplement regarding
“dividend equivalent” payments, the IRS has issued a notice that provides that withholding on dividend equivalent payments
will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027.
You should consult your tax advisor as to the tax consequences of
such characterization and any possible alternative characterizations of the notes for U.S. federal income tax purposes. You should also
consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes in your particular
circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax
laws.
CERTAIN
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Blake, Cassels & Graydon LLP, our Canadian
tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial
ownership of a note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is
neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with the Issuer and any transferee resident
(or deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does not use or hold and is not deemed to use
or hold the note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any
interest and principal) made on the note; (e) is not a, and deals at arm’s length with any, “specified shareholder”
of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of
which the Issuer or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise
transfers the note is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in
each case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which
apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable to a holder described
herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning
of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”).
Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation
and application.
This summary is supplemental to and should be read together with the
description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material
Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is not intended to
be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult
with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue
Agency’s administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered
to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be
subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the
Issuer on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the
consequences to them of a disposition of notes to a person with whom they are not dealing at arm’s length for purposes of the Canadian
Tax Act.
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
CIBCWM will purchase the notes from CIBC at the price to public less
the underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers,
or will offer the notes directly to investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set
forth on the cover page of this pricing supplement. CIBCWM may receive a commission of up to $27.50 (2.75%) per $1,000 principal
amount of the notes and may use a portion or all of that commission to allow selling concessions to other dealers in connection with the
distribution of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The price
to public for notes purchased by certain fee-based advisory accounts may vary between 97.25% and 100.00% of the principal amount of the
notes. Any sale of a note to a fee-based advisory account at a price to public below 100.00% of the principal amount will reduce the agent’s
commission specified on the cover page of this pricing supplement with respect to such note. The price to public paid by any fee-based
advisory account will be reduced by the amount of any fees assessed by the dealers involved in the sale of the notes to such advisory
account but not by more than 2.75% of the principal amount of the notes.
CIBCWM is our affiliate, and is deemed to have a conflict of interest
under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of its discretionary
accounts without the prior written approval of the customer.
We expect to deliver the notes against payment therefor in New York,
New York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the Exchange Act, trades in
the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on any date prior to one business day before delivery will be required to specify
alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the
notes. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making transactions in
any notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing supplement is being
used by CIBCWM in a market-making transaction.
While CIBCWM may make markets in the notes, it is under no obligation
to do so and may discontinue any market-making activities at any time without notice. The price that it makes available from time to time
after the Original Issue Date at which it would be willing to repurchase the notes will generally reflect its estimate of their value.
That estimated value will be based upon a variety of factors, including then prevailing market conditions, our creditworthiness and transaction
costs. However, for a period of approximately three months after the Trade Date, the price at which CIBCWM may repurchase the notes is
expected to be higher than their estimated value at that time. This is because, at the beginning of this period, that price will not include
certain costs that were included in the initial issue price, particularly our hedging costs and profits. As the period continues, these
costs are expected to be gradually included in the price that CIBCWM would be willing to pay, and the difference between that price and
CIBCWM’s estimate of the value of the notes will decrease over time until the end of this period. After this period, if CIBCWM continues
to make a market in the notes, the prices that it would pay for them are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be identical to the price
at which CIBCWM would be willing to purchase the notes at that time, and could be lower than CIBCWM’s price. See the section titled
“Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the notes includes costs that the Bank
or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the notes. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the
notes. As a result, you may experience an immediate and substantial decline in the market value of your notes on the Original Issue Date.
THE
BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s initial estimated value of the notes set forth on
the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the notes, valued using our internal funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the notes. The Bank’s initial estimated value does not represent a minimum
price at which CIBCWM or any other person would be willing to buy your notes in any secondary market (if any exists) at any time. The
internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes
as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional
fixed-rate debt. For additional information, see “Additional Risk Factors—The Bank’s initial estimated value of the
notes will not be determined by reference to credit spreads for our conventional fixed-rate debt” in this pricing supplement. The
value of the derivative or derivatives underlying the economic terms of the notes is derived from the Bank’s or a third party hedge
provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest
rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s initial
estimated value of the notes will be determined when the terms of the notes are set based on market conditions and other relevant factors
and assumptions existing at that time. See “Additional Risk Factors—The Bank’s initial estimated value does not represent
future values of the notes and may differ from others’ estimates” in this pricing supplement.
The Bank’s initial estimated value of the notes will be lower
than the initial issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the
initial issue price of the notes. These costs include the selling commissions paid to CIBCWM and other affiliated or unaffiliated dealers,
the projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in
hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than
expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations
under the notes. See “Additional Risk Factors—The Bank’s initial estimated value of the notes will be lower than the
initial issue price (price to public) of the notes” in this pricing supplement.
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