Gatekeeper Systems Inc. — Capital/Financing Update 2025

Aug 20, 2025

CIBC

CIBC U.S. BIG BANKS INDEX (AR) AUTOCALLABLE NOTES, SERIES 17 (USD) (F-CLASS)

Principal At Risk Notes – Due September 3, 2030

Dated August 20, 2025

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Linked to Solactive United States Big Banks 60 AR Index	Annual Autocall Feature (starting in September 2026)	40.00% Contingent Principal Protection

Investment Highlights

Currency

USD Denominated.

Reference Index

Solactive United States Big Banks 60 AR Index. The Reference Index is an adjusted return index that aims to track the gross total return performance of the Solactive United States Big Banks Index TR (the "Target Index"), subject to a reduction of a synthetic dividend of 60 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated (the "Adjusted Return Factor").

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Index Return on the applicable Valuation Date is greater than or equal to 5.00%. If the Notes are called by CIBC on any of the Call Dates, Investors will receive a minimum Fixed Return plus 2.50% of the amount, if any, by which the Reference Index Return exceeds such Fixed Return.

Fixed Return

The "Fixed Returns" are as follows:

Valuation Date	Fixed Return
August 26, 2026	12.15%
August 26, 2027	24.30%
August 28, 2028	36.45%
August 27, 2029	48.60%
August 26, 2030	60.75%

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class)

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Potential Upside

If the Notes are not automatically called by CIBC and if the Reference Index Return at maturity is greater than or equal to 5.00%, Investors will receive a minimum return of 60.75% (annual compounded return of 9.96%), and will also receive 2.50% of the amount, if any, by which the Reference Index Return exceeds 60.75%.

Downside Exposure

If the Notes are not automatically called by CIBC and if the Reference Index Return is less than 5.00% and greater than or equal to -40.00% on the final Valuation Date, the Reference Index Return will be equal to 0.00% and Investors will receive the Principal Amount at maturity. If, however, the Reference Index Return is less than -40.00% on the final Valuation Date, Investors will receive less than the Principal Amount at maturity, subject to a minimum payment of US$1.00 per Note.

| Term | Available Until | Issue Date | | Maturity Date
(if not called) | Minimum Investment | | How to Buy |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 5 Years | August 26, 2025 | September 2, 2025 | | September 3, 2030 | US$5,000 | | Wood Gundy: SyndNET
Third Party: Fundserv CBL19767 |
| British Columbia: | | 416 594-7663 | Prairies: | | 416 594-8046 | Atlantic Canada: | 416 594-8099 |
| Ontario: | | 416 956-6787 | Québec: | | 514 847-6485 | Fundserv Client Services: | 866 474-0142 |

The performance of the Reference Index reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. Investors will not have any right to receive any dividends or other distributions on any securities included in the Target Index. The annual dividend yield of the securities included in the Target Index was 1.88% for the 12 months ended August 12, 2025, which would represent aggregate dividends of 9.40% over the five year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class)

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Hypothetical Examples

The following hypothetical examples show how the Maturity Amount would be calculated under six different scenarios. The Reference Index Return will be calculated based on the performance of the Reference Index, which reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Index at any time during the term of the Notes or the Variable Return to be determined on any Valuation Date. The actual performance of the Reference Index will be different from these hypothetical examples and the differences may be material.

Example 1 – Notes are not called and the Reference Index Return is less than -40.00% on the final Valuation Date

In this example, the Notes are not automatically called by CIBC and Investors are entitled to receive a Maturity Amount of US$50.00 per Note (annual compounded return of -12.94%) on the Maturity Payment Date. The Reference Index Return is less than -40.00% on the final Valuation Date; therefore, the Variable Return is equal to the negative Reference Index Return.

Reference Index Return

2026	2027	2028	2029	2030
-4.00%	-6.00%	-12.00%	-14.00%	-50.00%
Variable Return:	-50.00%
Maturity Amount:	US$50.00

Example 2 – Notes are not called and the Reference Index Return is less than 5.00% and greater than or equal to -40.00% on the final Valuation Date

In this example, the Notes are not automatically called by CIBC and Investors are entitled to receive a Maturity Amount of US$100.00 per Note (annual compounded return of 0.00%) on the Maturity Payment Date. The Reference Index Return is less than 5.00% and greater than or equal to -40.00% on the final Valuation Date; therefore, the Variable Return is 0.00%.

Reference Index Return

2026	2027	2028	2029	2030
-4.00%	-6.00%	-12.00%	-14.00%	-20.00%
Variable Return:	0.00%
Maturity Amount:	US$100.00

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class) | 3

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Example 3 – Notes are called in September 2026 and the Reference Index Return is less than or equal to the Fixed Return of 12.15% and greater than or equal to 5.00%

In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of US$112.15 per Note (annual compounded return of 12.15%) on the Call Date in September 2026. Since the Reference Index Return is less than or equal to the Fixed Return of 12.15% and greater than or equal to 5.00%, the Variable Return is equal to 12.15%.

Reference Index Return

2026	2027	2028	2029	2030
9.15%
(called)	N/A	N/A	N/A	N/A
Variable Return:	12.15%
Maturity Amount:	US$112.15

Example 4 – Notes are called in September 2026 and the Reference Index Return of 22.15% is greater than the Fixed Return of 12.15%

In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of US$112.40 per Note (annual compounded return of 12.40%) on the Call Date in September 2026. Since the Reference Index Return is greater than the Fixed Return of 12.15%, the Variable Return is equal to (i) 12.15%, plus (ii) 2.50% x (22.15% - 12.15%), or 12.40%.

Reference Index Return

2026	2027	2028	2029	2030
22.15%
(called)	N/A	N/A	N/A	N/A
Variable Return:	12.40%
Maturity Amount:	US$112.40

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class) | 4

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Example 5 – Notes mature in September 2030 and the Reference Index Return is less than or equal to the Fixed Return of 60.75% and greater than or equal to 5.00%

In this example, Investors are entitled to receive a Maturity Amount of US$160.75 per Note (annual compounded return of 9.96%) on the Maturity Payment Date. Since the Reference Index Return is less than or equal to the Fixed Return of 60.75% and greater than or equal to 5.00%, the Variable Return is equal to 60.75%.

Reference Index Return

2026	2027	2028	2029	2030
-4.00%	-6.00%	-12.00%	-14.00%	27.00%
Variable Return:	60.75%
Maturity Amount:	US$160.75

Example 6 – Notes mature in September 2030 and the Reference Index Return of 62.75% is greater than the Fixed Return of 60.75%

In this example, Investors are entitled to receive a Maturity Amount of US$160.80 per Note (annual compounded return of 9.97%) on the Maturity Payment Date. Since the Reference Index Return is greater than the Fixed Return of 60.75%, the Variable Return is equal to (i) 60.75%, plus (ii) 2.50% x (62.75% - 60.75%), or 60.80%.

Reference Index Return

2026	2027	2028	2029	2030
-4.00%	-6.00%	-12.00%	-14.00%	62.75%
Variable Return:	60.80%
Maturity Amount:	US$160.80

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class)

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Investment Details

Issuer

Canadian Imperial Bank of Commerce ("CIBC").

Principal Amount

US$100.00 (Par) per Note.

Issue Size

Maximum US$50,000,000 (500,000 Notes).

Minimum Subscription

US$5,000 (50 Notes).

Reference Index

The Solactive United States Big Banks 60 AR Index. The Solactive United States Big Banks 60 AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive United States Big Banks Index TR, subject to a reduction of a synthetic dividend of 60 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated. The Closing Level of the Reference Index on August 12, 2025 was 2,684.91. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 2.23% on August 12, 2025. Over the term of the Notes, the sum of the Adjusted Return Factor of 60 points per annum will be approximately 300 index points, representing 11.17% of the level of the Reference Index on August 12, 2025. The Target Index is a gross total return index that reflects the applicable price changes of its constituent securities and any dividends and distributions paid in respect of such securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the constituent securities of the Target Index are assumed to be reinvested across all the constituent securities of the Target Index. There is no assurance of the ability of issuers of the securities comprising the Target Index to declare and pay dividends or make distributions in respect of the constituent securities of the Target Index or to sustain or increase such dividends and distributions at or above historical levels.

Issue Date

September 2, 2025

Maturity Date / Term

September 3, 2030 (5 years), provided that if such date is not a Business Day then the Maturity Date will be the immediately following Business Day, subject to the Notes being automatically called by CIBC on any Call Date and subject to the occurrence of a Market Disruption Event.

Call Dates and Valuation Dates

Based on an Issue Date of September 2, 2025, the Call Dates and Valuation Dates are as follows:

Valuation Dates	Call Dates
August 26, 2026	September 2, 2026
August 26, 2027	September 2, 2027
August 28, 2028	September 5, 2028
August 27, 2029	September 4, 2029

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class)

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CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class) | 7

Valuation Dates	Call Dates
August 26, 2030	-

Provided that (i) if the Issue Date is postponed, each Call Date will be postponed by an equivalent number of days, and provided further that if any such Call Date is not both a Business Day and at least five Business Days following the applicable Valuation Date, the applicable Call Date will be postponed until the next Business Day that is at least five Business Days following the immediately preceding Valuation Date, in each case subject to the occurrence of a Market Disruption Event; and (ii) if any such Valuation Date is not an Exchange Day, then the applicable Valuation Date will be the immediately following Exchange Day, subject to the occurrence of a Market Disruption Event.

Call Feature

The Notes will be automatically called by CIBC on a Call Date if the Reference Index Return on the applicable Valuation Date is greater than or equal to 5.00%. If the Notes are called by CIBC on any of the Call Dates, Investors will receive a minimum Fixed Return plus 2.50% of the amount, if any, by which the Reference Index Return exceeds such Fixed Return.

Reference Index Return

The Reference Index Return will be a number (positive or negative), expressed as a percentage, determined as follows:

$$
(\text{Index Level}{\text{VD}} - \text{Index Level}{\text{ID}}) / (\text{Index Level}_{\text{ID}}
$$

where:

• the "Index Level_{VD}" will be the Closing Level on the applicable Valuation Date; and
• the "Index Level_{ID}" will be the Closing Level on the Issue Date, provided that if the Issue Date is not an Exchange Day, the Index Level_{ID} shall be determined on the next following Exchange Day (in which case references to the Closing Level on the Issue Date shall be deemed to refer to the Closing Level on such next following Exchange Day),

subject in each case to the provisions set out under "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus.

Maturity Amount

Investors will be entitled to receive on the later of (a) the fifth Business Day following the final Valuation Date and (b) the Maturity Date (the "Maturity Payment Date") (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date) in respect of each Note held by such Investor, an amount (the "Maturity Amount") equal to the product of:

i) US$100.00; and
ii) 100.00% plus the Variable Return,

subject to a minimum Maturity Amount of US$1.00 per Note.

Variable Return

Positive Variable Return

If the Notes are called by CIBC on any of the Call Dates or the Reference Index Return is greater than or equal to 5.00% on the final Valuation Date preceding the Maturity Date in 2030, the "Variable Return" will be calculated as follows:

a) where the Reference Index Return is less than or equal to the applicable Fixed Return, the Variable Return will be equal to such Fixed Return; or
b) where the Reference Index Return is greater than the applicable Fixed Return, the Variable Return will be equal to such Fixed Return, plus 2.50% of the amount by which the Reference Index Return exceeds such Fixed Return.

If the Notes are called by CIBC, Investors will not be entitled to receive any further return that they would have otherwise been entitled to receive if the Notes had not been called by CIBC.

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Zero or Negative Variable Return

If the Notes are not called by CIBC and the Reference Index Return is less than 5.00% on the final Valuation Date preceding the Maturity Date in 2030, the Variable Return at maturity will be calculated as follows:

a) where the Reference Index Return is less than 5.00% and greater than or equal to -40.00% on the final Valuation Date, the Variable Return will be equal to 0.00%; or
b) where the Reference Index Return is less than -40.00% on the final Valuation Date, the Variable Return will be equal to the Reference Index Return (which will be negative and result in a loss of a portion of the Principal Amount at maturity in these circumstances).

Variable Returns Payable

The following table shows the Variable Return payable to an Investor on a Call Date or on the Maturity Payment Date, depending on the Reference Index Return as determined on the applicable Valuation Date:

Valuation Date (August 26, 2026)

Valuation Date	Reference Index Return	Variable Return
August 26, 2026	< 5.00%	N/A
August 26, 2026	≥ 5.00% and ≤ 12.15%	12.15%
August 26, 2026	> 12.15%	12.15%, plus 2.50% of the Reference Index Return in excess of 12.15%

Valuation Date (August 26, 2027)

Valuation Date	Reference Index Return	Variable Return
August 26, 2027	< 5.00%	N/A
August 26, 2027	≥ 5.00% and ≤ 24.30%	24.30%
August 26, 2027	> 24.30%	24.30%, plus 2.50% of the Reference Index Return in excess of 24.30%

Valuation Date (August 28, 2028)

Valuation Date	Reference Index Return	Variable Return
August 28, 2028	< 5.00%	N/A
August 28, 2028	≥ 5.00% and ≤ 36.45%	36.45%
August 28, 2028	> 36.45%	36.45%, plus 2.50% of the Reference Index Return in excess of 36.45%

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class)

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Valuation Date (August 27, 2029)

Valuation Date	Reference Index Return	Variable Return
August 27, 2029	< 5.00%	N/A
August 27, 2029	≥ 5.00% and ≤ 48.60%	48.60%
August 27, 2029	> 48.60%	48.60%, plus 2.50% of the Reference Index Return in excess of 48.60%

Valuation Date (August 26, 2030)

Valuation Date	Reference Index Return	Variable Return
August 26, 2030	< -40.00%	the Reference Index Return
August 26, 2030	≥ -40.00% and < 5.00%	0.00%
August 26, 2030	≥ 5.00% and ≤ 60.75%	60.75%
August 26, 2030	> 60.75%	60.75%, plus 2.50% of the Reference Index Return in excess of 60.75%

Secondary Market

The Notes will not be listed on any securities exchange or quotation system. CIBC World Markets Inc. ("CIBC WM") intends to provide a daily secondary market for the sale of Notes to CIBC WM, but reserves the right not to do so, in its sole discretion, at any time without any prior notice to Investors. Under no circumstances will CIBC WM provide a secondary market for the Notes on or following a Valuation Date for the Notes if the Notes will be called by CIBC on the applicable Call Date. No other secondary market for the Notes will be available. Any sale in the secondary market may be made at a price less than the Principal Amount. A sale of Notes originally purchased using the Fundserv network will be subject to certain additional procedures and limitations established by the Fundserv network.

An Investor who disposes of a Note to CIBC WM in the secondary market will generally be required to include in income as interest the amount, if any, by which the sale price exceeds the Principal Amount of such Note. For the purposes of this calculation, the Principal Amount of the Note will be converted to Canadian dollars using the exchange rate prevailing at the time of sale. Investors who dispose of a Note prior to maturity should consult their own tax advisors. See "Certain Canadian Federal Income Tax Considerations" in the Pricing Supplement.

Calculation Agent

CIBC WM.

Registered Account Eligibility

RRSPs, RRIFs, RESPs, RDSPs, certain DPSPs, TFSAs and FHSAs.

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class) | 9

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Fundserv is a registered trademark of Fundserv Inc.

This document should be read in conjunction with the short form base shelf prospectus dated September 19, 2024 (the "Prospectus") and the CIBC Pricing Supplement No. 2,727 to the Prospectus dated August 20, 2025 (the "Pricing Supplement").

An investment in the Notes involves risks not associated with conventional fixed rate or floating rate debt securities. None of CIBC, the Dealers or any of their respective affiliates, associates, or any other person or entity guarantees that holders of Notes will receive an amount equal to their original investment in the Notes or guarantees that any return will be paid on the Notes (subject to the minimum Maturity Amount of US$1.00 per Note) at or prior to maturity of the Notes. Amounts paid to holders of the Notes will depend on the performance of the Reference Index. An investment in Notes is not suitable for a purchaser who does not understand (either on his or her own or with the help of a financial advisor) the terms of the Notes or the risks associated with the Notes and with structured products, options or similar financial instruments generally. See "Risk Factors" in the Prospectus and "Certain Risk Factors" in the Pricing Supplement. "Solactive" is a registered trademark of Solactive AG and has been licensed for use. Solactive AG makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Notes in particular. Neither Solactive AG nor any of its affiliates are involved in the operation or distribution of the Notes and neither Solactive AG nor its affiliates shall have any liability for operation or distribution of the Notes or the failure of the Notes to achieve their investment objective.

The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking institution.

The principal amount of the Notes will not be fully guaranteed and, subject to the minimum Maturity Amount of US$1.00 per Note, will be at risk. As a result, Investors could lose substantially all of their original investment in the Notes.

CIBC WM intends to provide a secondary market for the sale of Notes to CIBC WM but reserves the right not to do so, in its sole discretion, at any time without any prior notice to holders of Notes. There is no other market through which the Notes may be sold and purchasers may not be able to re-sell Notes.

CIBC WM is a wholly-owned subsidiary of CIBC. By virtue of such ownership, CIBC is a "related issuer" and a "connected issuer" of CIBC WM within the meaning of applicable securities legislation. See "Plan of Distribution" in the Prospectus.

CIBC U.S. Big Banks Index (AR) Autocallable Notes, Series 17 (USD) (F-Class) | 10