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Selkirk Copper Mines Inc. — Capital/Financing Update 2025
Jul 7, 2025
46599_rns_2025-07-07_8a882bc5-a02b-438f-9f1e-10a24444b1e2.pdf
Capital/Financing Update
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CIBC
PRICING SUPPLEMENT NO. 2,330
(To a Short Form Base Shelf Prospectus dated September 19, 2024)
July 7, 2025
This pricing supplement together with the short form base shelf prospectus dated September 19, 2024, to which it relates, as amended or supplemented, and each document incorporated by reference into the prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence.
The Notes to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and, subject to certain exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act).
CIBC U.S. Dividend Equity Select Hedged to CAD Index (AR) Autocallable Notes, Series 10
DUE JULY 19, 2032
Maximum $50,000,000 (500,000 Notes)
(Principal at Risk Structured Notes)
This pricing supplement (the "Pricing Supplement") qualifies the distribution of up to $50,000,000 of CIBC U.S. Dividend Equity Select Hedged to CAD Index (AR) Autocallable Notes, Series 10 (the "Notes") issued by Canadian Imperial Bank of Commerce ("CIBC") and maturing seven years following the Issue Date. The Notes are principal at risk notes that offer a return linked to the performance of the Solactive US Dividend Equity Select Index Hedged to CAD AR (the "Reference Index"). The Reference Index is an adjusted return index that aims to track the gross total return performance of the Solactive US Dividend Equity Select Index Hedged to CAD Index GTR (the "Target Index"), subject to a reduction of a synthetic dividend of 85 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"). The Target Index tracks the performance of the Solactive US Dividend Equity Select CAD Index GTR (the "U.S. Index") and hedges its U.S. dollar currency exposure to the Canadian dollar on a one-month basis by using notional foreign exchange forward contracts.
| Item | Price to Public | Selling Concession | Proceeds to CIBC |
|---|---|---|---|
| Per Note | $100.00 | $2.50 | $97.50 |
| Total Notes | $50,000,000 | $1,250,000 | $48,750,000 |
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CIBC World Markets Inc. ("CIBC WM") and Manulife Wealth Inc. (each a "Dealer" and collectively the "Dealers") conditionally offer the Notes, subject to prior sale, if, as and when issued by CIBC and accepted by the Dealers in accordance with the conditions contained in a dealer agreement dated September 19, 2024, as amended or supplemented from time to time, between a syndicate of dealers (including the Dealers) and CIBC. CIBC WM, the lead Dealer, is a wholly-owned subsidiary of CIBC. By virtue of such ownership, CIBC is a "related issuer" and a "connected issuer" of CIBC WM under applicable securities legislation. See "Dealers" in this Pricing Supplement and "Plan of Distribution" in the Prospectus.
The selling concession will be payable to the selling agents, including representatives employed by the Dealers, whose clients purchase Notes. An additional fee of up to $0.15 (0.15%) per Note sold will be payable by CIBC to Manulife Wealth Inc. at closing for acting as the independent agent.
The proceeds to CIBC set out above reflects the maximum offering size for the Notes. There is no minimum amount of funds that must be raised under this offering of Notes. This means that CIBC could complete the offering of Notes after raising only a small proportion of the offering amount set out above.
CIBC expects that the estimated value of the Notes on the Issue Date will be $94.85 per Note, which is less than the issue price. The estimated value of the Notes is an estimate only, calculated on or about the date of this Pricing Supplement. The estimated value of the Notes is based on CIBC's proprietary valuation models. It is uncertain what the estimated value of the Notes will be on the Issue Date because it is uncertain what the value of the inputs to CIBC's proprietary valuation models will be on the Issue Date. The estimated value is not an indication of actual profit that CIBC or affiliates of CIBC will realize, nor is it an indication of the price, if any, at which CIBC WM or any other person may be willing to buy the Notes. See "Preparation of Estimated Value" and "Risk Factors" in the Prospectus.
The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking institution.
The Notes are not fixed income securities and are not designed to be alternatives to fixed income or money market instruments.
About this Pricing Supplement
This Pricing Supplement supplements the short form base shelf prospectus dated September 19, 2024 (the "Prospectus") relating to the issuance of Medium Term Notes (Principal at Risk Structured Notes) of CIBC. If the information in this Pricing Supplement differs from the information contained in the Prospectus, you should rely on the information in this Pricing Supplement. You should read both this Pricing Supplement and the Prospectus carefully to understand fully the terms of the Notes and other considerations that are important to your investment decision. The information in this Pricing Supplement and the accompanying Prospectus is current only as of the respective dates of each such document.
References in this Pricing Supplement to "CAD", "dollars", or "$" are to Canadian currency and references to "USD", "U.S. dollars" and "US$" are to U.S. currency. Certain capitalized terms used in this Pricing Supplement are defined in Appendix F – "Definitions". Capitalized terms not otherwise defined in this Pricing Supplement have the meanings ascribed to them in the Prospectus.
See Appendix E – “Additional Information” for information relating to this Pricing Supplement.
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Description of the Notes
Issuer
Canadian Imperial Bank of Commerce.
Dealers
CIBC World Markets Inc. and Manulife Wealth Inc.
Manulife Wealth Inc., as the independent agent, has performed due diligence in connection with the offering of the Notes. Manulife Wealth Inc. has not participated in the structuring or pricing of the Notes.
Principal Amount
$100.00 (Par) per Note (the "Principal Amount").
Issue Size
Maximum $50,000,000 (500,000 Notes).
Minimum Subscription
$5,000 (50 Notes).
Fundserv Order Code
CBL19370. Purchasers of Notes will not receive any cash credit for interest on funds deposited with a distributor on the Fundserv network pending closing of the offering. See "Fundserv — Notes Purchased Using the Fundserv Network" in the Prospectus.
CUSIP Number
13536Z6S2
Issue Date
July 18, 2025, or such other date as agreed upon by CIBC and the Dealers (the "Issue Date").
Reference Index
The Solactive US Dividend Equity Select Index Hedged to CAD AR. The Reference Index is an adjusted return index that aims to track the gross total return performance of the Solactive US Dividend Equity Select Index Hedged to CAD Index GTR, subject to a reduction of a synthetic dividend of 85 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 June 27, 2025 was 1,910.55. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 4.45% on June 27, 2025. Over the term of the Notes, the sum of the Adjusted Return Factor of 85 points per annum will be approximately 595 index points, representing 31.14% of the level of the Reference Index on June 27, 2025.
The Target Index tracks the performance of the U.S. Index and hedges its U.S. dollar currency exposure to the Canadian dollar on a one-month basis by using notional foreign exchange forward contracts.
The U.S. 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 U.S. Index, any dividends or other distributions paid on the constituent securities of the U.S. Index are assumed to be reinvested across all the constituent securities of the U.S. Index. There is only one constituent security in the U.S. Index, being the shares of
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the Schwab U.S. Dividend Equity ETF (NYSE Arca: SCHD) (the "Underlying ETF"). The Underlying ETF seeks to track the performance of the Dow Jones U.S. Dividend 100™ Index (the "Underlying Index"). The Underlying Index is designed to measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental strength relative to their peers, based on financial ratios. There is no assurance of the ability of issuers of the securities comprising the Underlying Index to declare and pay dividends or make distributions in respect of the constituent securities of the Underlying Index or to sustain or increase such dividends and distributions at or above historical levels.
See Appendix A – “The Reference Index” for information relating to the Reference Index.
Objective of the Notes
The objective of the Notes is to pay Investors the following amounts:
a) if the Notes are automatically called by CIBC, an Investor will receive an amount equal to the product of (i) the Principal Amount of the Notes, and (ii) 100.00% plus the Variable Return on the applicable Call Date; or
b) if the Notes are not automatically called by CIBC, an Investor will receive an amount at maturity equal to:
i) the product of (A) the Principal Amount of the Notes, and (B) 100.00% plus the Variable Return (which will be positive in these circumstances), if the Reference Index Return on the final Valuation Date is greater than or equal to 0.00%;
ii) the Principal Amount of the Notes if the Reference Index Return on the final Valuation Date is less than 0.00% and greater than or equal to -20.00%; or
iii) the product of (A) the Principal Amount of the Notes, and (B) 100.00% plus the Variable Return (which will be negative and result in a loss of a portion of the Principal Amount at maturity in these circumstances), if the Reference Index Return is less than -20.00% on the final Valuation Date.
The minimum Maturity Amount payable to an Investor is $1.00 per Note.
Fixed Return
The "Fixed Returns" are as follows:
| Valuation Date | Fixed Return |
|---|---|
| July 13, 2026 | 10.00% |
| July 12, 2027 | 20.00% |
| July 11, 2028 | 30.00% |
| July 11, 2029 | 40.00% |
| July 11, 2030 | 50.00% |
| July 11, 2031 | 60.00% |
| July 12, 2032 | 70.00% |
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 0.00% on the final Valuation Date preceding the Maturity Date in 2032, the "Variable Return" will be calculated as follows:
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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 10.00% 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.
Zero or Negative Variable Return
If the Notes are not called by CIBC and the Reference Index Return is less than 0.00% on the final Valuation Date preceding the Maturity Date in 2032, the Variable Return at maturity will be calculated as follows:
a) where the Reference Index Return is greater than or equal to -20.00% on the final Valuation Date, the Variable Return will be equal to 0.00%; or
b) where the Reference Index Return is less than -20.00% 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 (July 13, 2026)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 13, 2026 | < 0.00% | N/A |
| July 13, 2026 | ≥ 0.00% and ≤ 10.00% | 10.00% |
| July 13, 2026 | > 10.00% | 10.00%, plus 10.00% of the Reference Index Return in excess of 10.00% |
Valuation Date (July 12, 2027)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 12, 2027 | < 0.00% | N/A |
| July 12, 2027 | ≥ 0.00% and ≤ 20.00% | 20.00% |
| July 12, 2027 | > 20.00% | 20.00%, plus 10.00% of the Reference Index Return in excess of 20.00% |
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Valuation Date (July 11, 2028)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 11, 2028 | < 0.00% | N/A |
| July 11, 2028 | ≥ 0.00% and ≤ 30.00% | 30.00% |
| July 11, 2028 | > 30.00% | 30.00%, plus 10.00% of the Reference Index Return in excess of 30.00% |
Valuation Date (July 11, 2029)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 11, 2029 | < 0.00% | N/A |
| July 11, 2029 | ≥ 0.00% and ≤ 40.00% | 40.00% |
| July 11, 2029 | > 40.00% | 40.00%, plus 10.00% of the Reference Index Return in excess of 40.00% |
Valuation Date (July 11, 2030)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 11, 2030 | < 0.00% | N/A |
| July 11, 2030 | ≥ 0.00% and ≤ 50.00% | 50.00% |
| July 11, 2030 | > 50.00% | 50.00%, plus 10.00% of the Reference Index Return in excess of 50.00% |
Valuation Date (July 11, 2031)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 11, 2031 | < 0.00% | N/A |
| July 11, 2031 | ≥ 0.00% and ≤ 60.00% | 60.00% |
| July 11, 2031 | > 60.00% | 60.00%, plus 10.00% of the Reference Index Return in excess of 60.00% |
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Valuation Date (July 12, 2032)
| Valuation Date | Reference Index Return | Variable Return |
|---|---|---|
| July 12, 2032 | < -20.00% | the Reference Index Return |
| July 12, 2032 | ≥ -20.00% and < 0.00% | 0.00% |
| July 12, 2032 | ≥ 0.00% and ≤ 70.00% | 70.00% |
| July 12, 2032 | > 70.00% | 70.00%, plus 10.00% of the Reference Index Return in excess of 70.00% |
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Reference Index Return
The Reference Index Return will be a number (positive or negative), expressed as a percentage, determined as follows:
(Index LevelVD— Index LevelID) / Index LevelID
where:
a) the "Index LevelVD" will be the Closing Level on the applicable Valuation Date; and
b) the "Index LevelID" will be the Closing Level on the Issue Date, provided that if the Issue Date is not an Exchange Day, the Index LevelID shall be determined on the next following Exchange Day (in which case references in this Pricing Supplement 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.
Valuation Dates and Call Dates
Based on an Issue Date of July 18, 2025, the Call Dates and Valuation Dates are as follows:
| Valuation Dates | Call Dates |
|---|---|
| July 13, 2026 | July 20, 2026 |
| July 12, 2027 | July 19, 2027 |
| July 11, 2028 | July 18, 2028 |
| July 11, 2029 | July 18, 2029 |
| July 11, 2030 | July 18, 2030 |
| July 11, 2031 | July 18, 2031 |
| July 12, 2032 | - |
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.
Maturity Date
The Maturity Date will be July 19, 2032, 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 (i.e., redeemed) by CIBC on any Call Date during the term of the Notes and subject to the occurrence of a Market Disruption Event.
Subject to the Notes being automatically called by CIBC on a Call Date or upon the occurrence of certain Extraordinary Events as set forth in the Prospectus, the Notes are not redeemable by CIBC prior to the Maturity Date. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus.
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 $0.00\%$. If the Notes are called by CIBC on any of the Call Dates, Investors will receive a minimum Fixed Return plus $10.00\%$ of the amount, if any, by which the Reference Index Return exceeds such Fixed Return.
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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
a) $100.00; and
b) 100.00% plus the Variable Return,
subject to a minimum Maturity Amount of $1.00 per Note.
The return on the Notes will not reflect the total return that an Investor would receive if such Investor owned the securities in the U.S. Index. An Investor will not have, and the Notes will not represent, any direct or indirect ownership or other interest in the securities in the U.S. Index. Investors will not have any right to receive any dividends or other distributions on any securities in the U.S. Index nor will Investors have the right to exercise any voting rights for such securities and will only have a right against CIBC to be paid the Maturity Amount at maturity (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date). The Maturity Amount will be a function of the performance of the Reference Index, an adjusted return index that aims to track the gross total return performance of the Target Index, subject to the Adjusted Return Factor, which in turn tracks the performance of the U.S. Index and hedges its U.S. dollar currency exposure to the Canadian dollar on a one-month basis by using notional foreign exchange forward contracts. See Appendix B – "Hypothetical Examples of the Calculation of the Maturity Amount". The annual dividend yield of the securities included in the U.S. Index was 3.81% for the 12 months ended June 27, 2025, which would represent aggregate dividends of 26.67% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.
Ongoing Information about the Notes
Ongoing information about the performance of the Notes will be available to Investors at https://notes.cibc.com, including (a) the daily secondary market price offered by CIBC WM for the Notes (reflecting any applicable Early Trading Amount), (b) the daily Closing Level, (c) the performance of the Reference Index to date, (d) any adjustments or substitutions made in connection with an Extraordinary Event to date and (e) notice to Investors if CIBC called the Notes on a Call Date.
Calculation Agent
CIBC WM.
Summary of Fees and Expenses
Selling Concession
A selling concession of $2.50 (2.50%) per Note sold will be payable to the selling agents, including representatives employed by the Dealers, whose clients purchase Notes. An additional fee of up to $0.15 (0.15%) per Note sold will be payable by CIBC to Manulife Wealth Inc. at closing for acting as the independent agent.
Early Trading Amount
The Notes are designed for investors who are prepared to hold the Notes to maturity. If an Investor sells any Notes in the secondary market to CIBC WM within the first 180 days from the Issue Date, the sale price received for those Notes will reflect the deduction of an early trading amount ("Early Trading Amount") of 3.06% per Note initially, declining daily by 0.017% of the Principal Amount to 0.00% after 180 days.
Expenses of the Offering
The expenses of the offering (including the license fees payable by CIBC in connection with use of the Reference Index) will be borne by CIBC.
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Use of Proceeds
The net proceeds to CIBC from the sale of the Notes, after deducting expenses of issue, will be added to the general funds of CIBC. CIBC and/or its affiliates or associates may use the proceeds in transactions intended to hedge CIBC's obligations under the Notes.
Listing and Secondary Market
The Notes will not be listed on any securities exchange or quotation system.
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. An Investor cannot elect to receive the Maturity Amount prior to the Maturity Payment Date. The sale of Fundserv-enabled Notes using the Fundserv network carries certain restrictions, including selling procedures that require that an irrevocable sale order be initiated at a bid price that will not be known prior to placing such sale order. CIBC will be the only CDS participant holding interests in the Fundserv-enabled Notes and CIBC will maintain the records of beneficial ownership of Investors or their nominee. CIBC will record in its records the beneficial ownership of Notes by Investors as instructed by an Investor's financial advisor using the Fundserv network. The sale of a Note to CIBC WM will be effected at a price equal to CIBC WM's bid price for the Note (which may be less than $100.00 per Note and which will reflect the deduction of any applicable Early Trading Amount). See "Summary of Fees and Expenses - Early Trading Amount" in this Pricing Supplement and "Fundserv — Sale of Notes using the Fundserv Network" in the Prospectus.
Investors should not base their decision to purchase the Notes on the availability of a secondary market or, if a secondary market is available, on the expectation that the bid price for the Notes will be equal to or greater than the Principal Amount invested by the Investor. An Investor should be prepared to hold the Notes until the Maturity Date. Investors choosing to sell their Notes prior to the Maturity Date may be unable to sell their Notes and, if a sale is possible, may receive sales proceeds that do not reflect the performance of the Reference Index up to that time.
An Investor should consult his or her investment advisor on whether it would be more favourable in the circumstances at any time to sell the Notes (assuming the availability of a secondary market) or hold the Notes until the Maturity Date. An Investor should also consult his or her tax advisor as to the income tax consequences arising from a sale prior to the Maturity Date. See Appendix C – "Certain Canadian Federal Income Tax Considerations" in this Pricing Supplement.
Factors Affecting the Bid Price of the Notes
The bid price at which an Investor will be able to sell the Notes in the secondary market to CIBC WM prior to the Maturity Date may be at a discount, which could be substantial, from the Maturity Amount that would be payable if the Notes were maturing on such day. CIBC WM's bid price for the Notes in the secondary market will be affected by a number of complex and inter-related factors, and the effect of one factor may offset or magnify the effect of another factor, potentially resulting in adverse movements in the bid price of the Notes prior to the Maturity Date.
See Appendix D – "Certain Risk Factors" for a summary of some of the factors that may affect the bid price of the Notes.
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Suitability for Investment
The Notes are not suitable for all investors. In determining whether the Notes are a suitable investment, an investor should consider that:
a) if the Reference Index Return is less than -20.00% on the final Valuation Date and if the Notes have not been called on any Call Date, the Notes will return less than, and possibly as little as 1.00% of, the Principal Amount invested;
b) the Notes will be redeemed automatically prior to the Maturity Date if, on any applicable Valuation Date, the Reference Index Return is greater than or equal to 0.00%;
c) any positive Reference Index Return in excess of the Fixed Return on a Valuation Date will be multiplied by 10.00%, which will result in an Investor receiving less than 100.00% of that excess amount;
d) an investor's investment strategy should be consistent with the investment features of the Notes;
e) an investor's investment time horizon should correspond with the term of the Notes; and
f) the Notes are subject to the risk factors summarized in Appendix D - "Certain Risk Factors" in this Pricing Supplement and "Risk Factors" in the Prospectus.
Certain Canadian Federal Income Tax Considerations
See Appendix C – "Certain Canadian Federal Income Tax Considerations" and "Certain Canadian Federal Income Tax Considerations" in the Prospectus for a summary of the principal Canadian federal income tax considerations generally applicable to an investment in the Notes.
Certain Risk Factors
See Appendix D – "Certain Risk Factors" and "Risk Factors" in the Prospectus for a summary of some of the most significant risks relating to an investment in the Notes.
No Rating
The Notes will not be specifically rated by any rating agency. As of the date hereof, the unsubordinated indebtedness of CIBC with a term to maturity of one year or more (which would include CIBC's obligations under the Notes) are rated AA (stable outlook) by DBRS Limited, Aa2 (stable outlook) by Moody's Investors Service, AA (stable outlook) by Fitch Ratings and A+ (stable outlook) by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.
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Appendix A
The Reference Index
Public Information
Information contained in this Pricing Supplement with respect to the Reference Index, the Target Index and the securities in the U.S. Index, the securities held by the Underlying ETF and the ETF Advisor was obtained from a number of public sources that CIBC believes to be reliable, including the website maintained by the Index Sponsor, the website maintained by the ETF Advisor for the Underlying ETF, filings made on behalf of the Underlying ETF with securities regulators, and other public sources made available by the ETF Advisor. CIBC, the Dealers and their respective affiliates and associates have not independently verified the accuracy or completeness of any such information, including the calculation, maintenance or publication of the Reference Index.
Reference Index – The Solactive US Dividend Equity Select Index Hedged to CAD AR
The Solactive US Dividend Equity Select Index Hedged to CAD AR is an adjusted return index that aims to track the gross total return performance of the Solactive US Dividend Equity Select Index Hedged to CAD Index GTR, subject to a reduction of a synthetic dividend of 85 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated.
The only component of the Reference Index is the Target Index. The Reference Index was first launched and published on December 6, 2024. The Reference Index is calculated and published in Canadian dollars.
The Closing Level of the Reference Index on June 27, 2025 was 1,910.55.
Target Index – The Solactive US Dividend Equity Select Index Hedged to CAD Index GTR
The Solactive US Dividend Equity Select Index Hedged to CAD Index GTR tracks the performance of the Solactive US Dividend Equity Select CAD Index GTR and hedges its U.S. dollar currency exposure to the Canadian dollar on a one-month basis by using notional foreign exchange forward contracts.
The only component of the Target Index is the U.S. Index. The Index Sponsor converts the U.S. Index to Canadian dollars in order to use the notional foreign exchange forward contracts to calculate the Target Index. The Target Index was first launched on December 5, 2024. The Target Index is calculated and published in Canadian dollars.
U.S. Index – The Solactive US Dividend Equity Select CAD Index GTR
The Solactive US Dividend Equity Select CAD Index GTR is a static basket index. The methodology of the Solactive US Dividend Equity Select CAD Index GTR provides that its strategy is to provide exposure to the Schwab U.S. Dividend Equity ETF (the "Underlying ETF"). For the calculation of the level of the Solactive US Dividend Equity Select CAD Index GTR, any dividends or other distributions paid on the constituent securities of the Solactive US Dividend Equity Select CAD Index GTR are reinvested across all the constituent securities of the Solactive US Dividend Equity Select CAD Index GTR. Since the index is static basket index, no ordinary or extraordinary rebalance takes place.
The U.S. Index was first launched on December 5, 2024. The U.S. Index is calculated and published in U.S. dollars.
The respective methodologies of the Reference Index, Target Index and U.S. Index are published on Solactive AG's website at www.solactive.com. Information on Solactive AG's website is not incorporated by reference into this Pricing Supplement.
Schwab U.S. Dividend Equity ETF
The only constituent security of the U.S. Index is the Schwab U.S. Dividend Equity ETF, which is an exchange traded fund incorporated in the United States of America. The shares of the Underlying ETF are listed on the NYSE Arca under the symbol "SCHD". Charles Schwab Investment Management, Inc. (the "ETF Advisor") manages the investment of the Underlying ETF's assets. The ETF Advisor is a wholly owned subsidiary of The Charles Schwab Corporation and serves as the investment advisor to the Schwab Funds and ETFs. The Underlying ETF is registered with the U.S. Securities and Exchange Commission and is required to file periodically certain financial and other information specified by securities
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legislation. The information provided to or filed electronically with the securities regulatory authorities can be accessed through EDGAR, a filing system developed for the U.S. Securities and Exchange Commission that provides access to most public securities documents and information filed by public companies with the U.S. Securities and Exchange Commission. Additional information with respect to the Underlying ETF and its business and operations can be found at www.sec.gov/edgar.shtml.
The Underlying ETF's goal is to track as closely as possible, before fees and expenses, the total return of the Dow Jones U.S. Dividend 100™ Index (the "Underlying Index"). In seeking to track the performance of the Underlying Index, the Underlying ETF generally invests in stocks that are included in the Underlying Index. The Underlying Index is designed to measure the performance of high dividend yielding stocks issued by U.S. companies that have a record of consistently paying dividends, selected for fundamental strength relative to their peers, based on financial ratios. The 100-component Underlying Index is a subset of the Dow Jones U.S. Broad Market Index, excluding real estate investment trusts (REITs), master limited partnerships, preferred stocks and convertibles. It is modified market capitalization weighted.
All Underlying Index eligible stocks must have sustained at least 10 consecutive years of dividend payments, have a minimum float-adjusted market capitalization of $500 million USD and meet minimum liquidity criteria. The Underlying Index components are then selected by evaluating the highest dividend yielding stocks based on four fundamentals-based characteristics — cash flow to total debt, return on equity, dividend yield and 5-year dividend growth rate. Stocks in the Underlying Index are weighted based on a modified market capitalization approach. No single stock can represent more than 4.0% of the Underlying Index and no single sector, as defined by the Underlying Index provider, can represent more than 25% of the Underlying Index, as measured at the time of Underlying Index construction, reconstitution and rebalance. The Underlying Index composition is reviewed annually and rebalanced quarterly.
It is the Underlying ETF's policy that under normal circumstances it will invest at least 90% of its net assets (including, for this purpose, any borrowings for investment purposes) in these stocks. The Underlying ETF will notify its shareholders at least 60 days before changing this policy. The Underlying ETF generally will seek to replicate the performance of the Underlying Index by giving the same weight to a given stock as the Underlying Index does. However, when the investment adviser believes it is appropriate to do so, such as to avoid purchasing odd-lots (i.e., purchasing less than the usual number of shares traded for a security), for tax considerations, or to address liquidity considerations with respect to a stock, the investment adviser may cause the Underlying ETF's weighting of a stock to be more or less than the Underlying Index's weighting of the stock. The Underlying ETF may sell securities that are represented in the Underlying Index in anticipation of their removal from the Underlying Index, or buy securities that are not yet represented in the Underlying Index in anticipation of their addition to the Underlying Index.
Under normal circumstances, the Underlying ETF may invest up to 10% of its net assets in securities not included in the Underlying Index. The principal types of these investments include those that the investment adviser believes will help the Underlying ETF track the Underlying Index, such as investments in (a) securities that are not represented in the Underlying Index but the investment adviser anticipates will be added to the Underlying Index or as necessary to reflect various corporate actions (such as mergers and spin-offs); (b) other investment companies; and (c) derivatives, principally futures contracts. The Underlying ETF may use futures contracts and other derivatives primarily to seek returns on the Underlying ETF's otherwise uninvested cash assets to help it better track the Underlying Index. The Underlying ETF may also invest in cash and cash equivalents, including money market funds, and may lend its securities to minimize the difference in performance that naturally exists between an index fund and its corresponding index. The Underlying ETF will concentrate its investments (i.e., hold more than 25% of its total assets) in a particular industry, group of industries or sector to approximately the same extent that the Underlying Index is so concentrated.
This Pricing Supplement relates only to the Notes offered hereby and does not relate to the Underlying ETF. All information in this Pricing Supplement relating to the Underlying ETF is presented in summary form and is derived from publicly available sources and assumed to be reliable, although its accuracy cannot be guaranteed. None of CIBC, the Dealers or any of their respective affiliates or associates has independently verified the accuracy or completeness of that information or makes any representation or warranty as to the accuracy or completeness of such information, including the management of the Underlying ETF.
The Notes are not in any way sponsored, endorsed, sold or promoted by the Underlying ETF or the ETF Advisor. The ETF Advisor is not responsible for and has not participated in the determination of the structuring, timing, pricing or number of Notes to be issued. Neither the Underlying ETF nor the ETF Advisor has any statutory liability with respect to
CA13536Z6S26 | 13
the accuracy or completeness of any of the information contained in this Pricing Supplement nor does the Underlying ETF or the ETF Advisor have any obligation or liability in connection with the administration, marketing or trading of the Notes. Investing in the Notes is not equivalent to investing in the Underlying ETF or the securities held by the Underlying ETF. The issuance of the Notes is not a financing for the benefit of the Underlying ETF, the ETF Advisor or any of their respective insiders. Neither the Underlying ETF nor the ETF Advisor will receive any proceeds from the offering and sale of the Notes. Neither the Underlying ETF nor the ETF Advisor participated in the preparation of this Pricing Supplement, takes any responsibility or assumes any liability with respect to the accuracy or completeness of any information contained herein or makes any representation regarding the advisability of purchasing the Notes.
The decision to offer the Notes pursuant to this Pricing Supplement has been taken independently of any decisions by CIBC to purchase securities of the Underlying ETF in the primary or secondary market. Except with respect to any hedging activities in which CIBC engages with respect to its obligations under the Notes, any decision by CIBC to purchase securities of the Underlying ETF in the primary or the secondary market will have been taken independently of CIBC's decision to offer the Notes pursuant to this Pricing Supplement. CIBC's employees involved in the structuring of and the decision to offer the Notes are not privy to any non-public information regarding either primary or secondary market purchases of securities of the Underlying ETF made by CIBC in connection with any primary distribution made by the Underlying ETF.
Prospective investors should independently investigate the Underlying ETF and the securities held by the Underlying ETF and decide whether an investment in the Notes is appropriate.
Disclaimer
All information contained in this Pricing Supplement regarding the Reference Index, including, without limitation, its make-up, performance, method of calculation and changes in its constituents, has been derived from publicly available sources without independent verification. Such information reflects the policies of and is subject to change by Solactive AG. CIBC makes no representation or warranty as to the accuracy or completeness of such information. The Index Sponsor independently calculates, maintains and publishes the Reference Index. The Index Sponsor has no obligation to continue to publish, and may discontinue publication of, the Reference Index. The Index Sponsor has no obligation relating to the Notes or amounts to be paid to an Investor, including any obligation to take the needs of CIBC, CIBC WM or the beneficial owners of the Notes into consideration for any reason. The Index Sponsor will not receive any of the proceeds of the offering of the Notes, is not responsible for and has not participated in, the offering of the Notes nor is it responsible for, nor will it participate in, the determination or calculation of the amount receivable by beneficial owners of the Notes. The Index Sponsor makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Notes in particular. Neither the Index Sponsor nor any of its affiliates are involved in the operation or distribution of the Notes and neither the Index Sponsor 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 Index Sponsor is not related to CIBC or CIBC WM. The Index Sponsor and CIBC have entered into a license agreement providing CIBC, in exchange for a fee, with the right to use the Reference Index in connection with the Notes. The Index Sponsor does not guarantee the accuracy or completeness of the Reference Index, any data included therein, or any data from which it is derived, and the Index Sponsor has no liability for any errors, omissions, or interruptions therein. The Index Sponsor does not make any warranty, express or implied, as to results to be obtained from use of information provided by the Index Sponsor in respect of the Reference Index and the Index Sponsor expressly disclaims all warranties of suitability with respect thereto.
The Notes are not sponsored, promoted, sold or supported in any other manner by the Index Sponsor nor does the Index Sponsor offer any express or implicit guarantee or assurance either with regard to the results of using the Reference Index and/or Reference Index trademark or the Closing Level at any time or in any other respect. The Index Sponsor uses its best efforts to ensure that the Reference Index is calculated correctly. Irrespective of its obligations towards the Issuer, the Index Sponsor has no obligation to point out errors in the Reference Index to third parties including but not limited to investors and/or financial intermediaries of the Notes. Neither publication of the Reference Index by the Index Sponsor nor the licensing of the Reference Index or Reference Index trademark for the purpose of use in connection with the Notes constitutes a recommendation by the Index Sponsor to invest capital in the Notes nor does it in any way represent an assurance or opinion of the Index Sponsor with regard to any investment in the Notes.
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Appendix B
Hypothetical Examples of the Calculation of the Maturity Amount
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 -20.00% 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 $70.00 per Note (annual compounded return of -4.97%) on the Maturity Payment Date. The Reference Index Return is less than -20.00% 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 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| -4.00% | -6.00% | -12.00% | -14.00% | -20.00% | -22.00% | -30.00% |
| Variable Return: | -30.00% | |||||
| Maturity Amount: | $70.00 |
Example 2 – Notes are not called and the Reference Index Return is less than 0.00% and greater than or equal to -20.00% 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 $100.00 per Note (annual compounded return of 0.00%) on the Maturity Payment Date. The Reference Index Return is less than 0.00% and greater than or equal to -20.00% on the final Valuation Date; therefore, the Variable Return is 0.00%.
Reference Index Return
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| -4.00% | -6.00% | -12.00% | -14.00% | -20.00% | -22.00% | -20.00% |
| Variable Return: | 0.00% | |||||
| Maturity Amount: | $100.00 |
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Example 3 – Notes are called in July 2026 and the Reference Index Return is less than or equal to the Fixed Return of 10.00% and greater than or equal to 0.00%
In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $110.00 per Note (annual compounded return of 10.00%) on the Call Date in July 2026. Since the Reference Index Return is less than or equal to the Fixed Return of 10.00% and greater than or equal to 0.00%, the Variable Return is equal to 10.00%.
Reference Index Return
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| 7.00% | ||||||
| (called) | N/A | N/A | N/A | N/A | N/A | N/A |
Variable Return: 10.00%
Maturity Amount: $110.00
Example 4 – Notes are called in July 2026 and the Reference Index Return of 20.00% is greater than the Fixed Return of 10.00%
In this example, the Notes are automatically called by CIBC and Investors are entitled to receive a Maturity Amount of $111.00 per Note (annual compounded return of 11.00%) on the Call Date in July 2026. Since the Reference Index Return is greater than the Fixed Return of 10.00%, the Variable Return is equal to (i) 10.00%, plus (ii) 10.00% x (20.00% - 10.00%), or 11.00%.
Reference Index Return
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| 20.00% | ||||||
| (called) | N/A | N/A | N/A | N/A | N/A | N/A |
Variable Return: 11.00%
Maturity Amount: $111.00
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Example 5 – Notes mature in July 2032 and the Reference Index Return is less than or equal to the Fixed Return of 70.00% and greater than or equal to 0.00%
In this example, Investors are entitled to receive a Maturity Amount of $170.00 per Note (annual compounded return of 7.88%) on the Maturity Payment Date. Since the Reference Index Return is less than or equal to the Fixed Return of 70.00% and greater than or equal to 0.00%, the Variable Return is equal to 70.00%.
Reference Index Return
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| -4.00% | -6.00% | -12.00% | -14.00% | -20.00% | -22.00% | 15.00% |
| Variable Return: | 70.00% | |||||
| Maturity Amount: | $170.00 |
Example 6 – Notes mature in July 2032 and the Reference Index Return of 72.00% is greater than the Fixed Return of 70.00%
In this example, Investors are entitled to receive a Maturity Amount of $170.20 per Note (annual compounded return of 7.89%) on the Maturity Payment Date. Since the Reference Index Return is greater than the Fixed Return of 70.00%, the Variable Return is equal to (i) 70.00%, plus (ii) 10.00% x (72.00% - 70.00%), or 70.20%.
Reference Index Return
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 |
|---|---|---|---|---|---|---|
| -4.00% | -6.00% | -12.00% | -14.00% | -20.00% | -22.00% | 72.00% |
| Variable Return: | 70.20% | |||||
| Maturity Amount: | $170.20 |
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Appendix C
Certain Canadian Federal Income Tax Considerations
The following summary describes certain Canadian federal income tax considerations under the Income Tax Act (Canada) (the "Tax Act") generally applicable as of the date hereof to the acquisition, holding and disposition of Notes by a Holder (as defined in the Prospectus under "Certain Canadian Federal Income Tax Considerations") who purchases Notes at the time of their issuance pursuant to this offering.
This summary is supplemental to and should be read together with the description of certain material Canadian federal income tax considerations relevant to a Holder under "Certain Canadian Federal Income Tax Considerations" in the Prospectus, noting that on March 21, 2025, the Government of Canada announced that it is not moving forward with the Capital Gains Amendments (as defined therein).
This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Notes. Accordingly, this summary is of a general nature only and is not intended to be legal or tax advice to any Holder. Investors are urged to consult their own tax advisors for advice with respect to the potential income tax consequences to them of an investment in the Notes, having regard to their particular circumstances.
Accrual of Interest
The CRA takes the position that instruments similar to the Notes constitute "prescribed debt obligations" for purposes of the Tax Act and accordingly, the provisions of the Tax Act which can deem interest to accrue on prescribed debt obligations may apply to the Notes. However, based in part on counsel's understanding of the CRA's administrative position, there should be no deemed accrual of interest on the Notes under these provisions prior to the date on which the Maturity Amount or the Early Redemption Amount payable as a consequence of an Extraordinary Event becomes calculable, except in the case of a sale, assignment or other transfer of Notes prior to maturity, as discussed in more detail below under "Disposition of Notes Prior to Maturity".
Payment on the Maturity Payment Date, on a Call Date or as a Consequence of an Extraordinary Event
The amount, if any, by which the Maturity Amount payable to a Holder in respect of a Note on the Maturity Payment Date or on a Call Date exceeds the Principal Amount of such Note will be included in the Holder's income in the taxation year in which the Maturity Amount becomes calculable.
If the Early Redemption Amount is paid to a Holder in respect of a Note as a consequence of an Extraordinary Event, the excess (if any) of such payment over the Principal Amount of such Note would generally be included in the Holder's income for the taxation year in which the amount of such payment becomes calculable.
On a disposition of a Note resulting from the payment by or on behalf of CIBC on the Maturity Payment Date or earlier as a consequence of an Extraordinary Event, a Holder will generally realize a capital loss to the extent that the amount so paid is less than the Holder's adjusted cost base of the Note.
Disposition of Notes Prior to Maturity
On any sale of a Note to CIBC WM in the secondary market or other assignment or transfer of a Note, a Holder will generally be required to include in income as interest deemed to have accrued on the Note to the time of sale, assignment or transfer, the amount, if any, by which the price for which the Note was sold, assigned or otherwise transferred exceeds the Principal Amount of such Note.
A Holder should realize a capital loss to the extent that the proceeds of disposition (which will not include any amount required to be included in computing income on account of interest deemed to have accrued on the Note as described above), net of any reasonable costs of disposition, are less than the Holder's adjusted cost base of the Note.
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Appendix D
Certain Risk Factors
Risk Factors Related to the Offering of Notes
The Notes are principal at risk instruments and are riskier than ordinary unsecured debt securities. The Maturity Amount is linked to the performance of the Reference Index. This section describes certain risks relating to an investment in the Notes, but additional significant risk factors are included in the Prospectus. Investors are urged to read the following information about these risks, and the other information in this Pricing Supplement and the Prospectus, before investing in the Notes.
Investors could lose substantially all of their investment in the Notes
If the Reference Index Return is less than -20.00% on the final Valuation Date and if the Notes have not been called on any Call Date, the Notes will return less than, and possibly as little as 1.00% of, the Principal Amount invested. Investors could lose substantially all of their investment in the Notes.
If the Reference Index Return on the final Valuation Date is less than 0.00% and is greater than or equal to -20.00% on the final Valuation Date, Investors will be entitled to receive a Maturity Amount on the Maturity Payment Date equal to the Principal Amount of the Notes
If the Reference Index Return on the final Valuation Date is less than 0.00% and is greater than or equal to -20.00% on the final Valuation Date, Investors will be entitled to receive a Maturity Amount on the Maturity Payment Date equal to the Principal Amount of the Notes. In such event no other return will be paid to Investors and Investors will not earn a positive return on their investment.
The Notes are subject to an automatic call feature
The Notes will be automatically called by CIBC on a Call Date if the Reference Index Return on the corresponding Valuation Date is greater than or equal to 0.00%. In such event, Investors will receive a Maturity Amount on the applicable Call Date equal to the product of (A) $100.00, and (B) 100.00% plus the Variable Return. The Variable Return if the Notes are called by CIBC will be equal to the applicable Fixed Return plus 10.00% of the amount, if any, by which the Reference Index Return exceeds the applicable Fixed Return. The difference between the Reference Index Return and the Variable Return may be significant. 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.
An Investor will not be entitled to the benefit of any prior increase in the Closing Level during the term of the Notes if the Reference Index Return is less than 0.00% on the Valuation Date in respect of the applicable Call Date or the Maturity Date
The return on the Notes is linked to the Closing Level as of the applicable Valuation Date. An Investor will not be entitled to the benefit of any prior increase in the Closing Level during the term of the Notes if the Reference Index Return is less than 0.00% on the Valuation Date in respect of the applicable Call Date or the Maturity Date.
Income tax considerations
Any excess of the Maturity Amount payable to an Investor in respect of a Note, or of the sale price received for a Note in the case of a sale to CIBC WM in the secondary market, over the Principal Amount of such Note will generally be included in the Investor's income, whereas an Investor who holds a Note as capital property will generally realize a capital loss to the extent that the Maturity Amount or proceeds of disposition of the Note, as the case may be, is less than the Investor's adjusted cost base of such Note. As described under "Certain Canadian Federal Income Tax Considerations" in the Prospectus, a capital loss is only partially deductible; moreover, the deductible portion of a capital loss is only deductible against taxable capital gains.
The tax consequences to an Investor may be subject to changes in taxation laws, regulations or administrative practices. Any changes to the existing published administrative position of the CRA could result in changes to the tax consequences to an Investor as described herein.
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U.S. Federal Income Tax Laws
The U.S. Treasury Department has issued various pieces of guidance under Section 871(m) of the U.S. Internal Revenue Code, including several sets of regulations and notices. The most recent notice amended the effective date of the Section 871(m) regulations. As a result of the effective date amendments, certain portions of the Section 871(m) regulations took effect on January 1, 2017 and other portions currently are scheduled to take effect after December 31, 2026. When effective, the Section 871(m) regulations make certain "dividend equivalent" payments to foreign persons subject to U.S. federal withholding tax. Although the Notes should not be subject to the new rules contained in the Section 871(m) regulations as they are currently drafted, the regulations raise a number of substantive and interpretive issues. If the regulations are amended or otherwise interpreted in a manner such that CIBC determines that an Extraordinary Event has occurred, then all of the outstanding Notes may be redeemed by CIBC. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus. In addition, if the final regulations are amended or otherwise interpreted in a manner such that CIBC determines that an Extraordinary Event has occurred, then CIBC may take certain actions, including requesting that the Calculation Agent replace the Reference Index with another comparable reference index, or requesting the Calculation Agent to make adjustments to the terms of the Notes to reflect the occurrence of the Extraordinary Event, including to the methodology for calculating the Maturity Amount. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus. Any such adjustments will be confirmed by the Calculation Expert. Such adjustments may adversely affect the Maturity Amount and the value of the Notes at or prior to maturity. The details of any adjustments to the terms of the Notes will be made available to investors at https://notes.cibc.com.
The bid price at which an Investor will be able to sell the Notes in the secondary market to CIBC WM prior to the Maturity Date may be at a discount, which could be substantial, from the Maturity Amount that would be payable if the Notes were maturing on such day
Many factors may affect the bid price of the Notes. These factors interrelate in complex ways and the effect of one factor may offset or magnify the effect of another factor, potentially resulting in adverse movements in the bid price of the Notes prior to the Maturity Date.
The following list, although not exhaustive, identifies some of the factors that may affect the bid price of the Notes and how each factor may affect the bid price of the Notes given a change in the factor, assuming all other factors affecting the bid price, or the Notes generally, remain unchanged. It is also important to note that the sale price received by an Investor who sells a Note to CIBC WM prior to the Maturity Date will reflect the deduction of any applicable Early Trading Amount. See "Summary of Fees and Expenses - Early Trading Amount" above.
The performance of the Reference Index – The bid price of the Notes will be affected by the percentage increase or decrease in the Closing Level since the Issue Date, whether such percentage increase or decrease is greater than or equal to -20.00% on the date the bid price is determined and the performance of the Reference Index relative to the applicable Fixed Return on such date. However, the bid price might have a non-linear sensitivity to the rise and fall in the Closing Level (i.e., the bid price of a Note might increase and decrease at a different rate compared to the respective increase and decrease in the Closing Level).
Changes in the level of interest rates – The bid price of the Notes may be affected by changes in Canadian interest rates. In general, if Canadian interest rates increase, it is expected that the bid price of the Notes will decrease. Conversely, if Canadian interest rates decrease, it is expected that the bid price of the Notes will increase.
CIBC's rating, financial condition and results of operations – Actual or anticipated changes in CIBC's current rating for its unsecured and unsubordinated debt, CIBC's financial conditions or results of operations may significantly affect the bid price of the Notes.
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The "time value" associated with the Notes – There is "value" within the Notes associated with the passing of time. The magnitude of the time value within the Notes and whether it has a positive or negative impact on the bid price of the Notes will depend upon a number of related factors, including but not limited to, the percentage increase or decrease in the Closing Level since the Issue Date, whether such percentage increase or decrease is greater than or equal to -20.00% on the date the bid price is determined, the performance of the Reference Index relative to the applicable Fixed Return on the date the bid price is determined, the length of the remaining term of the Notes and the amount by which the Closing Level is expected to fluctuate over such remaining term.
Volatility of the Reference Index – Volatility is the term used to describe the magnitude of market fluctuations in a given time period. Expectations of the volatility of the Closing Level over the remaining term of the Notes will affect the bid price of the Notes. The magnitude of the impact and whether it is positive or negative will depend upon a number of related factors, including but not limited to, the percentage increase or decrease in the Closing Level since the Issue Date, whether such percentage increase or decrease is greater than or equal to -20.00% on the date the bid price is determined and the performance of the Reference Index relative to the applicable Fixed Return on such date and the length of the remaining term of the Notes.
Upfront sales fee – The upfront sales fee paid by the Dealers to the investment advisors who sold the Notes to Investors will be recovered from any Investors who sell their Notes prior to the Maturity Date, initially through the Early Trading Amount that will be reflected in the bid price of the Notes and, as the Early Trading Amount declines to 0.00% after 180 days, through such other adjustment as may be required to the bid price for the Notes.
CIBC's expected profit – CIBC's expected profit in relation to the Notes (which may or may not be realized) will depend on the amount it is obligated to pay under the Notes to Investors and the total costs incurred by CIBC in creating, issuing, maintaining and hedging the Notes, and on CIBC's ability to successfully hedge its obligations under the Notes over the term of the Notes. All or a portion of the profit that the CIBC group of companies expects to realize in consideration for creating, issuing and maintaining the Notes, and for assuming the risks associated with establishing and maintaining its hedge for the Notes, may be recovered by CIBC WM from any Investors who sell their Notes prior to the Maturity Date. A portion of such expected profit may be recovered by CIBC WM through the Early Trading Amount that will be reflected in the bid price of the Notes in the first 180 days, and the balance may be recovered by amortizing such expected profit through a gradual reduction of the bid price of the Notes.
Additional risks relating to market conditions
Events such as health emergencies, war and occupation, terrorism and related geopolitical risks, natural disasters, disruptions to public infrastructure and other catastrophic events may lead to increased market volatility and may have adverse short-term and long-term effects on world economies and markets generally, including Canadian, U.S., European and other economies and securities markets. The effects of disruptive events could affect the economies and securities markets of countries in ways that cannot necessarily be foreseen at the present time. These events could also exacerbate other pre-existing political, social and economic risks. Such events could also cause substantial market volatility, exchange trading suspensions and closures and affect the performance of the Reference Index.
Risk Factors Related to the Reference Index
The Reference Index, Target Index and U.S. Index have a limited performance history
The Reference Index, Target Index and the U.S. Index were first launched and published on December 6, 2024, December 5, 2024 and December 5, 2024, respectively. Accordingly, there is limited performance history for the Reference Index, the Target Index and the U.S. Index to evaluate the prior performance of the Reference Index, Target Index and the U.S. Index, and as such, the Notes may perform in unexpected ways and may involve greater risk than Notes linked to one or more indices with a more established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the Notes.
The notional foreign exchange forward contracts used by the Target Index may not fully hedge its U.S. dollar currency exposure
Since the Target Index seeks to hedge the U.S. dollar currency exposure of the U.S. Index by using a monthly rebalancing, some currency exposure may not be fully hedged owing to changes in the level of the U.S. Index. As a result,
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the performance of the Target Index may differ from the performance of the U.S. Index. Any such differing performance will impact the performance of the Reference Index, as it aims to track the performance of the Target Index. In addition, any difference between the Canadian dollar and the U.S. dollar interest rates will impact the effectiveness of the currency hedging of the Target Index.
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Appendix E
Additional Information
Documents Incorporated by Reference
This Pricing Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Notes issued hereunder. The following documents, which have been filed by CIBC with the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, the Prospectus as of the date of this Pricing Supplement:
- CIBC's Annual Information Form dated December 4, 2024, which incorporates by reference portions of CIBC's Annual Report for the year ended October 31, 2024 ("CIBC's 2024 Annual Report");
- CIBC's comparative audited consolidated financial statements for the year ended October 31, 2024, together with the auditors' report for CIBC's 2024 fiscal year;
- CIBC's Management's Discussion and Analysis for the year ended October 31, 2024 contained in CIBC's 2024 Annual Report;
- CIBC's comparative unaudited consolidated financial statements for the three and six-month periods ended April 30, 2025 included in CIBC's Report to Shareholders for the Second Quarter, 2025 ("CIBC's 2025 Second Quarter Report");
- CIBC's Management's Discussion and Analysis for the three and six-month periods ended April 30, 2025 contained in CIBC's 2025 Second Quarter Report; and
- CIBC's Management Proxy Circular dated February 12, 2025 regarding CIBC's annual meeting of shareholders held on April 3, 2025.
Marketing Materials
The template version of the marketing materials titled "CIBC U.S. Dividend Equity Select Hedged to CAD Index (AR) Autocallable Notes, Series 10" filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada as "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements) as of the date hereof is deemed to be incorporated by reference into this Pricing Supplement. Any template version of "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with this offering after the date hereof but prior to the termination of the distribution of the Notes under this Pricing Supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the Prospectus. Any such marketing materials are not part of this Pricing Supplement or the Prospectus to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this Pricing Supplement or the Prospectus.
Forward Looking Statements
This Pricing Supplement and the Prospectus, including the documents that are incorporated by reference in this Pricing Supplement and the Prospectus, contain forward-looking statements within the meaning of certain securities laws. All such statements are made pursuant to the "safe harbour" provisions of, and are intended to be forward-looking statements under applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements made about the operations, business lines, financial condition, risk management, priorities, targets and sustainability commitments (including with respect to CIBC's 2050 net-zero ambition and environmental, social and governance (ESG) related activities), ongoing objectives, strategies, the regulatory environment in which CIBC operates and outlook for calendar year 2025 and subsequent periods. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", "forecast", "target", "predict", "commit", "ambition", "goal", "strive", "project", "objective" and other similar
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expressions or future or conditional verbs such as "will", "may", "should", "would" and "could". By their nature, these statements require CIBC to make assumptions, and are subject to inherent risks and uncertainties that may be general or specific. Given the potential recession risks tied to the actual and proposed U.S. imposition of tariffs on Canada and other countries and their countermeasures, the continuing impact of hybrid work arrangements and high interest rates on the U.S. real estate sector, and the war in Ukraine and conflict in the Middle East on the global economy, financial markets, and CIBC's business, results of operations, reputation and financial condition, there is inherently more uncertainty associated with CIBC's assumptions as compared to prior periods. A variety of factors, many of which are beyond CIBC's control, affect the operations, performance and results of CIBC, and could cause actual results to differ materially from the expectations expressed in any of CIBC's forward-looking statements. These factors include: trade policies and tensions, including tariffs; inflationary pressures in the U.S.; global supply-chain disruptions; geopolitical risk, including from the war in Ukraine and conflict in the Middle East, the occurrence, continuance or intensification of public health emergencies, such as the impact of post-pandemic hybrid work arrangements, and any related government policies and actions; credit, market, liquidity, strategic, insurance, operational, reputation, conduct and legal, regulatory and environmental risk; currency value and interest rate fluctuations, including as a result of market and oil price volatility; the effectiveness and adequacy of CIBC's risk management and valuation models and processes; legislative or regulatory developments in the jurisdictions where CIBC operates, including the Organisation for Economic Co-operation and Development Common Reporting Standard, and regulatory reforms in the United Kingdom and Europe, the Basel Committee on Banking Supervision's global standards for capital and liquidity reform, and those relating to bank recapitalization legislation and the payments system in Canada; amendments to, and interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and liquidity regulatory guidance; exposure to, and the resolution of, significant litigation or regulatory matters, CIBC's ability to successfully appeal adverse outcomes of such matters and the timing, determination and recovery of amounts related to such matters; the effect of changes to accounting standards, rules and interpretations; changes in CIBC's estimates of reserves and allowances; changes in tax laws; changes to CIBC's credit ratings; political conditions and developments, including changes relating to economic or trade matters such as tariffs; the possible effect on CIBC's business of international conflicts, such as the war in Ukraine and conflict in the Middle East, and terrorism; natural disasters, disruptions to public infrastructure and other catastrophic events; reliance on third parties to provide components of CIBC's business infrastructure; potential disruptions to CIBC's information technology systems and services; increasing cyber security risks which may include theft or disclosure of assets, unauthorized access to sensitive information, or operational disruption; social media risk; losses incurred as a result of internal or external fraud; anti-money laundering; the accuracy and completeness of information provided to CIBC concerning clients and counterparties; the failure of third parties to comply with their obligations to CIBC and its affiliates or associates; intensifying competition from established competitors and new entrants in the financial services industry including through internet and mobile banking; technological change including the use of data and artificial intelligence in CIBC's business; global capital market activity; changes in monetary and economic policy; general business and economic conditions worldwide, as well as in Canada, the U.S. and other countries where CIBC has operations, including increasing Canadian household debt levels and global credit risks; climate change and other ESG related risks including CIBC's ability to implement various sustainability-related initiatives internally and with its clients under expected time frames and CIBC's ability to scale its sustainable finance products and services; CIBC's success in developing and introducing new products and services, expanding existing distribution channels, developing new distribution channels and realizing increased revenue from these channels; changes in client spending and saving habits; CIBC's ability to attract and retain key employees and executives; CIBC's ability to successfully execute its strategies and complete and integrate acquisitions and joint ventures; the risk that expected benefits of an acquisition, merger or divestiture will not be realized within the expected time frame or at all; and CIBC's ability to anticipate and manage the risks associated with these factors.
This list is not exhaustive of the factors that may affect any of CIBC's forward-looking statements. Additional information about these factors can be found in the "Management of risk" section of CIBC's 2024 Annual Report. These and other factors should be considered carefully and readers should not place undue reliance on CIBC's forward-looking statements. CIBC does not undertake to update any forward-looking statement that is contained in this Pricing Supplement, the Prospectus or the documents incorporated by reference in this Pricing Supplement or the Prospectus except as required by law.
Capitalization
There have been no material changes in the consolidated capitalization of CIBC since April 30, 2025.
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Appendix F
Definitions
In addition to the terms defined in the Prospectus, in this Pricing Supplement, unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto hereunder:
“affiliate” and “associate” have the meanings ascribed thereto in the Securities Act (Ontario).
“Business Day” means any day, other than a Saturday, a Sunday or a day on which commercial banks in Toronto, Ontario are required or authorized by law to remain closed. Unless otherwise specified, if any day on which an action is specified to be taken in this Pricing Supplement in respect of the Notes falls on a day that is not a Business Day, such action will be postponed to the following Business Day.
“CDS” means CDS Clearing and Depository Services Inc., or its successor or nominee.
“Closing Level” means the official closing level or value (as the case may be) for the Reference Index as announced by the Index Sponsor, provided that, if on or after the Issue Date the Index Sponsor materially changes the time of day at which such official closing level or value is determined or no longer announces such official closing level or value, the Calculation Agent may thereafter deem the Closing Level to be the level or value of the Reference Index as of the time of day used by such Index Sponsor to determine the official closing level or value prior to such change or failure to announce, subject to the provisions set out under “Description of the Notes – Market Disruption Events, Adjustments and Substitutions and Extraordinary Events” in the Prospectus.
“Exchange” means the exchange or trading system from which prices of securities are used from time to time in the computation of the Closing Level, subject to the provisions set out under “Description of the Notes – Market Disruption Events, Adjustments and Substitutions and Extraordinary Events” in the Prospectus.
“Exchange Day” means any day on which the Exchange and / or Related Exchange are scheduled to be open for trading during their respective regular trading sessions, notwithstanding the Exchange or Related Exchange closing prior to its Scheduled Closing Time.
“Index Sponsor” means Solactive AG, which calculates and publishes the Reference Index on the Issue Date, or any entity that succeeds the Index Sponsor in respect of the Reference Index and continues calculation and publication of the Reference Index, provided that such successor is acceptable to CIBC.
“Investor” means an owner of record or beneficial owner of a Note, as the context requires.
“Related Exchange” means any exchange or trading system on which futures or options contracts on the Reference Index are listed from time to time.
“Scheduled Closing Time” means, in respect of the Exchange or any Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of the Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.
“Scheduled Trading Day” means any day on which the Exchange and / or Related Exchange are scheduled to be open for trading for their regular trading sessions.
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