The information in
this preliminary Pricing Supplement is not complete and may be changed. This preliminary Pricing Supplement and the accompanying Underlying
Supplement, Prospectus Supplement and Prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
| Subject to Completion, Dated December 13, 2024 |
 |
| PRICING SUPPLEMENT dated , 2024 |
| (To Equity Index Underlying Supplement dated September 5, 2023, |
| Prospectus Supplement dated September 5, 2023 and |
| Prospectus dated September 5, 2023) |
|
Canadian Imperial Bank of Commerce
$
Senior Global Medium-Term Notes
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due |
The notes do not bear interest. The amount
that you will be paid on your notes on the stated maturity date (expected to be the second scheduled business day after the determination
date) is based on the performance of the MSCI EAFE® Index (the “underlier”) as measured from the trade date
to and including the determination date (expected to be between 26 and 29 months after the trade date). If the final underlier level on
the determination date is greater than the initial underlier level (set on the trade date and may be higher or lower than the actual
closing level of the underlier on that date), the return on your notes will be positive and will equal the upside participation rate of
2.5 times the underlier return, subject to the maximum settlement amount (expected to be between $1,197.75 and $1,232.50 for each $1,000
principal amount of your notes). If the final underlier level declines by up to 15.00% from the initial underlier level, you will receive
the principal amount of your notes. If the final underlier level declines by more than 15.00% from the initial underlier level, the
return on your notes will be negative. You could lose your entire investment in the notes.
To determine your payment at maturity, we will calculate
the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the
stated maturity date, for each $1,000 principal amount of your notes, you will receive an amount in cash equal to:
| · | if the underlier return is positive (i.e.
the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the
product of (a) $1,000 times (b) 2.5 times (c) the underlier return, subject to the maximum settlement
amount; or |
| · | if the underlier return is zero or negative
but not below -15.00% (i.e. the final underlier level is equal to or less than the initial underlier level, but not
by more than 15.00%), $1,000; or |
| · | if the underlier return is negative and
is below -15.00% (i.e. the final underlier level is less than the initial underlier level by more than 15.00%), the sum
of (i) $1,000 plus (ii) the product of (a) approximately 1.1765 times (b) the sum of the
underlier return plus 15.00% times (c) $1,000. This amount will be less than $1,000 and may be zero. |
The notes have complex features and investing
in the notes involves risks not associated with an investment in conventional debt securities. See “Additional Risk Factors Specific
to Your Notes” beginning on page PRS-8 of this Pricing Supplement and “Risk Factors” beginning on page S-1
of the accompanying Underlying Supplement.
Our estimated value of the notes on the trade date,
based on our internal pricing models, is expected to be between $965.00 and $985.00 per note. The estimated value is expected to be less
than the initial issue price of the notes. See “The Bank’s Estimated Value of the Notes” in this Pricing Supplement.
| |
Initial Issue Price |
Price to Public |
Agent’s Commission |
Proceeds to Issuer |
| Per Note |
$1,000 |
100% |
0% |
100% |
| Total |
$ |
$ |
$ |
$ |
The notes are unsecured obligations of Canadian
Imperial Bank of Commerce and all payments on the notes are subject to the credit risk of Canadian Imperial Bank of Commerce. The notes
will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any
other government agency or instrumentality of Canada, the United States or any other jurisdiction. The notes are not bail-inable debt
securities (as defined on page 6 of the Prospectus). The notes will not be listed on any U.S. securities exchange.
Neither the United States Securities and Exchange
Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved of these securities or
determined if this Pricing Supplement or the accompanying Underlying Supplement, Prospectus Supplement or Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The issue price, agent’s commission and net
proceeds listed above relate to the notes we will sell initially. We may decide to sell additional notes after the trade date, at issue
prices and with agent’s commissions and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment will depend in part on the issue price you pay for your notes.
CIBC World Markets Corp. or one of our other
affiliates may use this Pricing Supplement in a market-making transaction in a note after its initial sale. Unless we or our agent informs
the purchaser otherwise in the confirmation of sale, this Pricing Supplement is being used in a market-making transaction.
We will deliver
the notes in book-entry form through the facilities of The Depository Trust Company (“DTC”) on or about ,
2024 against payment in immediately available funds.
CIBC Capital Markets
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
ABOUT THIS PRICING SUPPLEMENT
You should read this Pricing Supplement together
with the Prospectus dated September 5, 2023 (the “Prospectus”), the Prospectus Supplement dated September 5, 2023
(the “Prospectus Supplement”) and the Equity Index Underlying Supplement dated September 5, 2023 (the “Underlying
Supplement”), each relating to our Senior Global Medium-Term Notes, for additional information about the notes. Information in this
Pricing Supplement supersedes information in the accompanying Underlying Supplement, Prospectus Supplement and Prospectus to the extent
it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the accompanying
Underlying Supplement, Prospectus Supplement or Prospectus.
You should rely only on the information contained
in or incorporated by reference in this Pricing Supplement and the accompanying Underlying Supplement, Prospectus Supplement and Prospectus.
This Pricing Supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other
than that contained in this Pricing Supplement and the accompanying Underlying Supplement, Prospectus Supplement and Prospectus, and in
the documents referred to in these documents and which are made available to the public. We have not, and CIBC World Markets Corp. (“CIBCWM”)
has not, authorized any other person to provide you with different or additional information. If anyone provides you with different or
additional information, you should not rely on it.
We are not, and CIBCWM is not, making an offer
to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in
or incorporated by reference in this Pricing Supplement or the accompanying Underlying Supplement, Prospectus Supplement or Prospectus
is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and
prospects may have changed since that date. Neither this Pricing Supplement nor the accompanying Underlying Supplement, Prospectus Supplement
or Prospectus constitutes an offer, or an invitation on our behalf or on behalf of CIBCWM, to subscribe for and purchase any of the notes
and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation
is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,” “the Issuer,”
“the Bank,” “we,” “us” and “our” in this Pricing Supplement are references to Canadian
Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the accompanying Underlying Supplement,
Prospectus Supplement and Prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing
for the relevant date on the SEC website):
| · | Underlying Supplement dated September 5,
2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
| · | Prospectus Supplement dated September 5,
2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
| · | Prospectus dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
SUMMARY INFORMATION
| We refer to the notes we are offering by this Pricing Supplement as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Terms used but not defined in this Pricing Supplement have the meanings set forth in the accompanying Underlying Supplement, Prospectus Supplement or Prospectus. This section is meant as a summary and should be read in conjunction with the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. This Pricing Supplement supersedes any conflicting provisions of the documents listed above. |
Key Terms
Issuer:
Canadian Imperial Bank of Commerce
Underlier:
The MSCI EAFE® Index (Bloomberg symbol, “MXEA Index”), as published by MSCI Inc.
Specified currency:
U.S. dollars (“$”)
Principal amount:
Each note will have a principal amount of $1,000; $ in the aggregate
for all the offered notes; the aggregate principal amount of the offered notes may be increased if the Issuer, at its sole option, decides
to sell an additional amount of the offered notes on a date subsequent to the trade date.
Minimum investment:
$1,000 (one note)
Denominations:
$1,000 and integral multiples of $1,000 in excess thereof
Purchase at amount
other than principal amount: The amount we will pay you on the stated maturity date for your notes will not be adjusted based
on the issue price you pay for your notes, so if you acquire notes at a premium (or a discount) to principal amount and hold them to the
stated maturity date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or
higher) than it would have been had you purchased the notes at principal amount. Also, the stated buffer level would not offer the same
measure of protection to your investment as would be the case if you had purchased the notes at principal amount. Additionally, the cap
level would be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Additional
Risk Factors Specific to Your Notes — If You Purchase Your Notes at a Premium to Principal Amount, the Return on Your Investment
Will Be Lower Than the Return on Notes Purchased at Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively
Affected” in this Pricing Supplement.
Cash settlement
amount (on the stated maturity date): For each $1,000 principal amount of your notes, we will pay you on the stated maturity
date an amount in cash equal to:
| · | if the final underlier level is greater than
or equal to the cap level, the maximum settlement amount; |
| · | if the final underlier level is greater than
the initial underlier level but less than the cap level, the sum of (i) $1,000 plus (ii) the product
of (a) $1,000 times (b) the upside participation rate times (c) the underlier return; |
| · | if the final underlier level is equal to
or less than the initial underlier level but greater than or equal to the buffer level, $1,000; or |
| · | if the final underlier level is less than
the buffer level, the sum of (i) $1,000 plus (ii) the product of (a) the buffer rate times
(b) the sum of the underlier return plus the buffer amount times (c) $1,000. In this case, the cash
settlement amount will be less than the principal amount of the notes, and you will lose some or all of the principal amount. |
Upside participation
rate: 250.00%
Cap level (set
on the trade date): Expected to be between 107.91% and 109.30% of the initial underlier level
Maximum settlement
amount (set on the trade date): Expected to be between $1,197.75 and $1,232.50 per note
Buffer level:
85.00% of the initial underlier level
Buffer amount:
15.00%
Buffer rate:
The quotient of the initial underlier level divided by the buffer level, which equals approximately 117.65%
Initial underlier level (set on the trade date
and may be higher or lower than the actual closing level of the underlier on that date):
Final underlier
level: The closing level of the underlier on the determination date
Underlier return:
The quotient of (1) the final underlier level minus the initial underlier level divided by (2) the initial
underlier level, expressed as a positive or negative percentage
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
Trade date: ,
2024
Original issue
date (settlement date) (set on the trade date): Expected to be the fifth scheduled business day following the trade date
Determination
date (set on the trade date): A specified date that is expected to be between 26 and 29 months following the trade date, subject
to adjustment as described under “Certain Terms of the Notes—Valuation Dates” in the accompanying Underlying Supplement.
Stated maturity
date (set on the trade date): A specified date that is expected to be the second scheduled business day following the determination
date, subject to adjustment as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call
Payment Dates and Maturity Date” in the accompanying Underlying Supplement.
Market disruption
event: With respect to any given trading day, any of the following will be a market disruption event with respect to the underlier:
| · | a suspension, absence or material limitation of
trading in underlier stocks (as defined below) constituting 20% or more, by weight, of the underlier on their respective primary markets,
in each case for more than two consecutive hours of trading or during the one-half hour before the close of trading in that market, as
determined by the calculation agent in its sole discretion, |
| · | a suspension, absence or material limitation of
trading in option or futures contracts, if available, relating to the underlier or to underlier stocks constituting 20% or more, by weight,
of the underlier in their respective primary markets for those contracts, in each case for more than two consecutive hours of trading
or during the one-half hour before the close of trading in that market, as determined by the calculation agent in its sole discretion,
or |
| · | underlier stocks constituting 20% or more, by
weight, of the underlier, or option or futures contracts, if available, relating to the underlier or to underlier stocks constituting
20% or more, by weight, of the underlier do not trade on what were the respective primary markets for those underlier stocks or contracts,
as determined by the calculation agent in its sole discretion, |
and, in the case of any of these events, the calculation
agent determines in its sole discretion that the event could materially interfere with the ability of us or any of our affiliates or a
similarly situated party to unwind all or a material portion of a hedge that could be effected with respect to the notes. For more information
about hedging by us and/or any of our affiliates, see “Use of Proceeds and Hedging” in the accompanying Underlying Supplement.
The following events will not be market disruption
events with respect to the underlier:
| · | a limitation on the hours or numbers of days of
trading, but only if the limitation results from an announced change in the regular business hours of the relevant market, and |
| · | a decision to permanently discontinue trading
in the option or futures contracts relating to the underlier or to any underlier stock. |
For this purpose, an “absence of trading”
in the primary securities market on which an underlier stock, or on which option or futures contracts, if available, relating to the underlier
or to any underlier stock are traded will not include any time when that market is itself closed for trading under ordinary circumstances.
In contrast, a suspension or limitation of trading in an underlier stock or in option or futures contracts, if available, relating to
the underlier or to any underlier stock in the primary market for that stock or those contracts, by reason of:
| · | a price change exceeding limits set by that market, |
| · | an imbalance of orders relating to that underlier
stock or those contracts, or |
| · | a disparity in bid and ask quotes relating to
that underlier stock or those contracts, |
will constitute a suspension or material limitation
of trading in that underlier stock or those contracts in that market.
Closing level:
As described under “Certain Terms of the Notes –– Certain Definitions –– Closing Level” in the accompanying
Underlying Supplement
No listing:
The offered notes will not be listed on any securities exchange
Calculation agent:
Canadian Imperial Bank of Commerce. We may appoint a different calculation agent without your consent and without notifying you
CUSIP / ISIN:
13607XV38 / US13607XV385
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
SUPPLEMENTAL TERMS OF THE NOTES
For purposes of the notes offered by this Pricing
Supplement, all references to each of the following terms used in the accompanying Underlying Supplement will be deemed to refer to the
corresponding term used in this Pricing Supplement, as set forth in the table below:
| Underlying
Supplement Term |
Pricing
Supplement Term |
| Final Valuation Date |
determination date |
| maturity date |
stated maturity date |
| Reference Asset |
underlier |
| Index Sponsor |
underlier sponsor |
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
HYPOTHETICAL EXAMPLES
The following table and chart are provided for
purposes of illustration only. They should not be taken as an indication or prediction of future investment results and merely are intended
to illustrate the impact that the various hypothetical final underlier levels on the determination date could have on the cash settlement
amount at maturity assuming all other variables remain constant.
The examples below are based on a range of final
underlier levels that are entirely hypothetical; the underlier level on any day throughout the life of the notes, including the final
underlier level on the determination date, cannot be predicted. The underlier has been highly volatile in the past — meaning that
the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted for any future
period.
The information in the following examples reflects
hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date at the principal amount
and held to the stated maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will
depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in
the table below, such as interest rates, the volatility of the underlier and the creditworthiness of CIBC. In addition, the estimated
value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used by
CIBC) will be less than the original issue price of your notes. For more information on the estimated value of your notes, see “Additional
Risk Factors Specific to Your Notes — The Bank’s Estimated Value of the Notes Will Be Lower Than the Original Issue Price
(Price to Public) of the Notes” in this Pricing Supplement and “The Bank’s Estimated Value of the Notes” in this
Pricing Supplement. The information in the following hypothetical examples also reflects the key terms and assumptions in the box below.
| Key
Terms and Assumptions |
| Principal amount |
$1,000 |
| Upside participation rate |
250.00% |
| Cap level |
107.91% of the initial underlier level |
| Maximum settlement amount |
$1,197.75 per note |
| Buffer level |
85.00% of the initial underlier level |
| Buffer rate |
Approximately 117.65% |
| Buffer amount |
15.00% |
|
Neither a market disruption event nor a non-trading day occurs on the
originally scheduled determination date
No change in or affecting any of the underlier
stocks or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the principal
amount and held to the stated maturity date
|
Moreover, we have not yet set the initial underlier
level that will serve as the baseline for determining the underlier return and the cash settlement amount that we will pay on your notes,
if any, at maturity. We will not do so until the trade date. As a result, the actual initial underlier level may differ substantially
from the underlier level prior to the trade date and may be higher or lower than the actual closing level of the underlier on that date.
For these reasons, the actual performance of the
underlier over the life of your notes, as well as the cash settlement amount payable at maturity, if any, may bear little relation to
the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this Pricing Supplement. For information
about the historical levels of the underlier during recent periods, see “The Underlier — Historical Closing Levels of the
Underlier” below. Before investing in the offered notes, you should consult publicly available information to determine the levels
of the underlier between the date of this Pricing Supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do
not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could
affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below
represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right
column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level, and are expressed
as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement
amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal amount
of the offered notes on the stated maturity date would equal 100.000% of the principal amount of a note, based on the corresponding hypothetical
final underlier level and the assumptions noted above.
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
|
Hypothetical Final
Underlier Level
(as Percentage of
Initial Underlier Level)
|
Hypothetical Cash
Settlement Amount
(as Percentage of
Principal Amount)
|
| 200.000% |
119.775% |
| 175.000% |
119.775% |
| 150.000% |
119.775% |
| 125.000% |
119.775% |
| 120.000% |
119.775% |
| 107.910% |
119.775% |
| 105.000% |
112.500% |
| 102.000% |
105.000% |
| 101.000% |
102.500% |
| 100.000% |
100.000% |
| 95.000% |
100.000% |
| 90.000% |
100.000% |
| 85.000% |
100.000% |
| 75.000% |
88.235% |
| 60.000% |
70.588% |
| 50.000% |
58.824% |
| 25.000% |
29.412% |
| 10.000% |
11.765% |
| 0.000% |
0.000% |
If, for example, the final underlier level were
determined to be 25.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would
be approximately 29.412% of the principal amount of your notes, as shown in the table above. As a result, if you purchased your notes
on the original issue date at the principal amount and held them to the stated maturity date, you would lose approximately 70.588% of
your investment (if you purchased your notes at a premium to principal amount you would lose a correspondingly higher percentage of your
investment). If the final underlier level were determined to be 0.000% of the initial underlier level, you would lose your entire investment
in the notes. In addition, if the final underlier level were determined to be 200.000% of the initial underlier level, the cash settlement
amount that we would deliver on your notes at maturity would be capped at the maximum settlement amount, or 119.775% of each $1,000 principal
amount of your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit
from any increase in the final underlier level over 107.910% of the initial underlier level.
The following chart shows a graphical illustration
of the hypothetical cash settlement amounts that we would pay on your notes on the stated maturity date, if the final underlier level
were any of the hypothetical levels shown on the horizontal axis. The hypothetical cash settlement amounts in the chart are expressed
as percentages of the principal amount of your notes and the hypothetical final underlier levels are expressed as percentages of the initial
underlier level. The chart shows that any hypothetical final underlier level of less than 85.000% (the section left of the 85.000% marker
on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000% of the principal amount of your notes
(the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The
chart also shows that any hypothetical final underlier level of greater than or equal to 107.910% (the section right of the 107.910% marker
on the horizontal axis) would result in a capped return on your investment.
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
The cash settlement amounts at maturity shown above
are entirely hypothetical; they are based on market prices for the underlier stocks that may not be achieved on the determination date
and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time,
including any time you may wish to sell your notes, may bear little relation to the hypothetical cash settlement amounts at maturity shown
above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical
cash settlement amounts on notes held to the stated maturity date in the examples above assume you purchased your notes at their principal
amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive
or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the
principal amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested
by the above examples. Please read “Risk Factors— Market Valuation Risks— The market value of the notes will be affected
by various factors that interrelate in complex ways, and their market value may be less than the principal amount” in the accompanying
Underlying Supplement.
Payments on the notes are economically equivalent
to the amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent
to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with
one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes
or the U.S. federal income tax treatment of the notes, as described elsewhere in this Pricing Supplement.
| We cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the actual initial underlier level, the cap level and the maximum settlement amount, which we will set on the trade date, and the actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in the table and chart above. |
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
| An investment in your notes is subject to the risks described below, as well as the risks and considerations described under “Risk Factors” in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances. |
Structure Risks
You May Lose Your Entire Investment in the
Notes
You may lose your entire investment in the notes.
The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the underlier as measured from
the initial underlier level set on the trade date (which could be higher or lower than the actual closing level of the underlier on that
date) to the closing level on the determination date. If the final underlier level is less than the buffer level, you will lose, for each
$1,000 of the principal amount of your notes, an amount equal to the product of (i) the buffer rate times (ii) the sum of the
underlier return plus the buffer amount times (iii) $1,000. Thus, you may lose your entire investment in the notes, which would include
any premium to principal amount you paid when you purchased the notes.
Also, the market price of your notes prior to the
stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before
the stated maturity date, you may receive significantly less than the amount of your investment in the notes.
The Potential for the Value of Your Notes to
Increase Will Be Limited by the Maximum Settlement Amount
Your ability to participate in any change in the
value of the underlier over the life of your notes will be limited because of the cap level. The maximum settlement amount will limit
the cash settlement amount you may receive for each of your notes at maturity, no matter how much the level of the underlier may rise
beyond the cap level over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less than
it would have been had you invested directly in the underlier stocks.
The Amount Payable on Your Notes Is Not Linked
to the Level of the Underlier at Any Time Other than the Determination Date
The final underlier level will be the closing level
of the underlier on the determination date (subject to adjustment as described in the accompanying Underlying Supplement). Therefore,
if the closing level of the underlier dropped precipitously on the determination date, the cash settlement amount for your notes may be
significantly less than it would have been had the cash settlement amount been linked to the closing level of the underlier prior to such
drop in the level of the underlier. Although the actual level of the underlier on the stated maturity date or at other times during the
life of your notes may be higher than the final underlier level, you will not benefit from the closing level of the underlier at any time
other than on the determination date.
Your Notes Do Not Bear Interest
You will not receive any interest payments on your
notes. As a result, even if the cash settlement amount payable for your notes on the stated maturity date exceeds the principal amount
of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt
security of comparable maturity that bears interest at a prevailing market rate.
Underlier Risks
An Investment in the Notes Is Subject to Risks
Associated with Foreign Securities
The value of your notes is linked to an underlier
that is comprised of stocks from one or more foreign securities markets. Investments linked to the value of foreign equity securities
involve particular risks. Any foreign securities market may be less liquid, more volatile and affected by global or domestic market developments
in a different way than are the U.S. securities market or other foreign securities markets. Both government intervention in a foreign
securities market, either directly or indirectly, and cross-shareholdings in foreign companies, may affect trading prices and volumes
in that market.
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Also, there is generally less publicly available information about foreign companies than about those U.S. companies that
are subject to the reporting requirements of the SEC. Further, foreign companies are subject to accounting, auditing and financial reporting
standards and requirements that differ from those applicable to U.S. reporting companies.
The prices of securities in a foreign country are
subject to political, economic, financial and social factors that are unique to such foreign country's geographical region. These factors
include: recent changes, or the possibility of future changes, in the applicable foreign government's economic and fiscal policies; the
possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments
in foreign equity securities; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks
of hostility, political instability, natural disaster or adverse public health developments. The United Kingdom ceased to be a member
of the European Union on January 31, 2020 (an event commonly referred to as “Brexit”). The effects of Brexit are uncertain,
and, among other things, Brexit has contributed, and may continue to contribute, to volatility in the prices of securities of companies
located in Europe (or elsewhere) and currency exchange rates, including the valuation of the euro and British pound in particular. Any
one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities market and
the price of securities therein. Further, geographical regions may react to global factors in different ways, which may cause the prices
of securities in a foreign securities market to fluctuate in a way that differs from those of securities in the U.S. securities market
or other foreign securities markets. Foreign economies may also differ from the U.S. economy in important respects, including growth of
gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which may have a positive or negative
effect on foreign securities prices.
Your Investment in the Notes Will Be Subject
to Foreign Currency Exchange Rate Risk
Because the underlier is a U.S. dollar denominated
index whose underlying stock prices are converted by the underlier sponsor into U.S. dollars for purposes of calculating the value of
the underlier, investors in the notes will be exposed to currency exchange rate risk with respect to each of the currencies represented
in the underlier which are converted in such manner. An investor’s net exposure will depend on the extent to which the currencies
represented in the underlier strengthen or weaken against the U.S. dollar and the relative weight of each relevant currency represented
in the overall underlier. If, taking into account such weighting, the U.S. dollar strengthens against the component currencies, the value
of the underlier may be adversely affected and the amount payable at maturity of the notes may be reduced.
Regulators Are Investigating Potential Manipulation
of Published Currency Exchange Rates
It has been reported that the U.K. Financial Conduct
Authority and regulators from other countries are in the process of investigating the potential manipulation of published currency exchange
rates. If such manipulation has occurred or is continuing, certain published exchange rates may have been, or may be in the future, artificially
lower (or higher) than they would otherwise have been. Any such manipulation could have an adverse impact on any payments on, and the
value of, your notes and the trading market for your notes. In addition, we cannot predict whether any changes or reforms affecting the
determination or publication of exchange rates or the supervision of currency trading will be implemented in connection with these investigations.
Any such changes or reforms could also adversely impact your notes.
You Have No Shareholder Rights or Rights to Receive
Any Underlier Stock
Investing in the notes will not make you a holder
of any of the underlier stocks. Neither you nor any other holder or owner of the notes will have any rights with respect to the underlier
stocks, including any voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlier
stocks or any other rights of a holder of the underlier stocks. Your notes will be paid in cash and you will have no right to receive
delivery of any underlier stocks.
We Cannot Control Actions By Any of the Unaffiliated
Companies Whose Securities Are Included in the Underlier
Actions by any company whose securities are included
in the underlier may have an adverse effect on the price of its security, the final underlier level and the value of the notes. These
companies will not be involved in the offering of the notes and will have no obligations with respect to the notes, including any obligation
to take our or your interests into consideration for any reason. These companies will not receive any of the proceeds of the offering
of the notes and will not be responsible for, and will not have participated in, the determination of the timing of, prices for, or quantities
of, the notes to be issued. These companies will not be involved with the administration, marketing or trading of the notes and will have
no obligations with respect to the cash settlement amount to be paid to you at maturity.
We and Our Respective Affiliates Have No Affiliation
with the Underlier Sponsor and Have Not Independently Verified Its Public Disclosure of Information
We and our respective affiliates are not affiliated
in any way with the underlier sponsor and have no ability to control or predict its actions, including any errors in or discontinuation
of disclosure regarding the methods or policies relating to the
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calculation of the underlier. We have derived the information about the
underlier sponsor and the underlier contained herein from publicly available information, without independent verification. You, as an
investor in the notes, should make your own investigation into the underlier and the underlier sponsor. The underlier sponsor is not involved
in the offering of the notes made hereby in any way and has no obligation to consider your interest as an owner of notes in taking any
actions that might affect the value of the notes.
The Historical Performance of the Underlier Should
Not Be Taken as an Indication of Its Future Performance
The final underlier level will determine the amount
to be paid on the notes at maturity. The historical performance of the underlier does not necessarily give an indication of its future
performance. As a result, it is impossible to predict whether the level of the underlier will rise or fall during the term of the notes.
The level of the underlier will be influenced by complex and interrelated political, economic, financial and other factors.
Conflicts of Interest
Certain Business, Trading and Hedging Activities
of Us, the Agent, and Our Other Affiliates May Create Conflicts with Your Interests and Could Potentially Adversely Affect the Value
of the Notes
We, the agent, and our other affiliates may engage
in trading and other business activities related to the underlier or any securities included in the underlier that are not for your account
or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other financial instruments with returns based
upon the underlier. These activities may present a conflict of interest between your interest in the notes and the interests that we,
the agent, and our other affiliates may have in our or their proprietary accounts, in facilitating transactions, including block trades,
for our or their other customers, and in accounts under our or their management. These trading and other business activities, if they
affect the level of the underlier or secondary trading in your notes, could be adverse to your interests as a beneficial owner of the
notes.
Moreover, we and our affiliates play a variety
of roles in connection with the issuance of the notes, including hedging our obligations under the notes and making the assumptions and
inputs used to determine the pricing of the notes and the initial estimated value of the notes when the terms of the notes are set. We
expect to hedge our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated counterparty,
which may include any dealer from which you purchase the notes. Any of these hedging activities may adversely affect the level of the
underlier and therefore the market value of the notes and the amount you will receive, if any, on the notes. In connection with such activities,
the economic interests of us, the agent, and our other affiliates may be adverse to your interests as an investor in the notes. Any of
these activities may adversely affect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result
in a loss. We, the agent, one or more of our other affiliates or any unaffiliated counterparty will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any
secondary market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that
we, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive
to sell the notes to you. We, the agent, our other affiliates or any unaffiliated counterparty will have no obligation to take, refrain
from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes.
There Are Potential Conflicts of Interest Between
You and the Calculation Agent
The calculation agent will, among other things,
determine the cash settlement amount payable at maturity of the notes. We will serve as the calculation agent. We may appoint a different
calculation agent without your consent and without notifying you. The calculation agent will exercise its judgment when performing its
functions. For example, the calculation agent may have to determine whether a market disruption event affecting the underlier has occurred.
This determination may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with
our ability or the ability of one of our affiliates or a similarly situated party to unwind our hedge positions. Since this determination
by the calculation agent will affect the payment at maturity on the notes, the calculation agent may have a conflict of interest if it
needs to make a determination of this kind. See “Certain Terms of the Notes — Role of the Calculation Agent” in the
accompanying Underlying Supplement.
Tax Risks
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The U.S. Federal Tax Consequences of An Investment
in the Notes Are Unclear
There is no direct legal authority regarding the
proper U.S. federal tax treatment of the notes, and we do not plan to request a ruling from the U.S. Internal Revenue Service (the “IRS”).
Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment
of the notes as prepaid cash-settled derivative contracts. If the IRS were successful in asserting an alternative treatment of the notes,
the tax consequences of the ownership and disposition of the notes might be materially and adversely affected. The U.S. Treasury Department
and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid
forward contracts” and similar instruments. See “Material U.S. Federal Income Tax Consequences” in the accompanying
Underlying Supplement. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the notes, including the character and timing of income or loss and the degree,
if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. Both U.S.
and non-U.S. persons considering an investment in the notes should review carefully the section of the accompanying Underlying Supplement
entitled “Material U.S. Federal Income Tax Consequences” and consult their tax advisers regarding the U.S. federal tax consequences
of an investment in the notes (including possible alternative treatments and the issues presented by the notice), as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
There Can Be No Assurance that the Canadian Federal
Income Tax Consequences of an Investment in the Notes Will Not Change in the Future
There can be no assurance that Canadian federal
income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency
will not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal income tax consequences of
investing in the notes, please read the section of this Pricing Supplement entitled “Certain Canadian Federal Income Tax Considerations”
as well as the section entitled “Material Income Tax Consequences — Canadian Taxation” in the accompanying Prospectus.
You should consult your tax advisor with respect to your own particular situation.
General Risks
The Notes Are Subject to the Credit Risk of the
Bank
Although the return on the notes will be based
on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of the Bank, as issuer of
the notes. The notes are our unsecured obligations. As further described in the accompanying Prospectus and Prospectus Supplement, the
notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may
be preferred by operation of law. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors
are subject to our credit risk and to changes in the market’s view of our creditworthiness. See “Description of Senior Debt
Securities — Ranking” in the accompanying Prospectus.
The Bank’s Estimated Value of the Notes
Will Be Lower Than the Original Issue Price (Price to Public) of the Notes
The Bank’s estimated value is only an estimate
using several factors. The original issue price of the notes will exceed the Bank’s estimated value because costs associated with
selling and structuring the notes, as well as hedging the notes, are included in the original issue price of the notes. See “The
Bank’s Estimated Value of the Notes” in this Pricing Supplement.
The Bank’s Estimated Value Does Not Represent
Future Values of the Notes and May Differ from Others’ Estimates
The Bank’s estimated value of the notes is
determined by reference to the Bank’s internal pricing models when the terms of the notes are set. This estimated value is based
on market conditions and other relevant factors existing at that time and the Bank’s assumptions about market parameters, which
can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations
for the notes that are greater than or less than the Bank’s estimated value. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors,
which may impact the price, if any, at which CIBCWM or any other person would be willing to buy notes from you in secondary market transactions.
See “The Bank’s Estimated Value of the Notes” in this Pricing Supplement.
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The Bank’s Estimated Value Is Not Determined
by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt
The internal funding rate used in the determination
of the Bank’s estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. If the
Bank were to use the interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes
to be more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the notes
and any secondary market prices of the notes. See “The Bank’s Estimated Value of the Notes” in this Pricing Supplement.
The Notes Will Not Be Listed on Any Securities
Exchange and We Do Not Expect A Trading Market For the Notes to Develop
The notes will not be listed on any securities
exchange. Although CIBCWM and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required
to make a market for the notes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect
that any market makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is
likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your notes.
If a secondary market does exist, it may be limited.
Accordingly, there may be a limited number of buyers if you decide to sell your notes prior to maturity. This may affect the price you
receive upon such sale. Consequently, you should be willing to hold the notes to maturity.
We May Sell an Additional Aggregate Principal
Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional
aggregate principal amount of the notes subsequent to the trade date. The issue price of the notes in the subsequent sale may differ substantially
(higher or lower) from the original issue price you paid as provided on the cover of this Pricing Supplement.
If You Purchase Your Notes at a Premium to Principal
Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Principal Amount and the Impact of Certain Key
Terms of the Notes Will Be Negatively Affected
The cash settlement amount will not be adjusted
based on the issue price you pay for the notes. If you purchase notes at a price that differs from the principal amount of the notes,
then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than,
the return on notes purchased at principal amount. If you purchase your notes at a premium to principal amount and hold them to the stated
maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at principal
amount or a discount to principal amount. In addition, the impact of the buffer level and the cap level on the return on your investment
will depend upon the price you pay for your notes relative to principal amount. For example, if you purchase your notes at a premium to
principal amount, the cap level will only permit a lower positive return on your investment in the notes than would have been the case
for notes purchased at principal amount or a discount to principal amount. Similarly, if the final underlier level is less than the buffer
level, you will incur a greater percentage decrease in your investment in the notes than would have been the case for notes purchased
at principal amount or a discount to principal amount.
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THE UNDERLIER
The MSCI EAFE® Index
The underlier is a free float-adjusted market capitalization
index intended to measure the equity market performance of certain developed markets, excluding the United States and Canada. For additional
information about the underlier, see the information set forth under “Index Descriptions—The MSCI Indices” beginning
on page S-21 of the accompanying Underlying Supplement.
In addition, information about the underlier may
be obtained from other sources, including, but not limited to, the underlier sponsor’s website (including information regarding
the underlier’s (i) sector weightings and (ii) country weightings). We are not incorporating by reference into this pricing
supplement the website or any material it includes. None of us, CIBCWM or any of our other affiliates makes any representation that such
publicly available information regarding the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated
in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level
of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase or decrease
at any time during the life of your notes.
You should not
take the historical levels of the underlier as an indication of the future performance of the underlier. We cannot give you
any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than
the outstanding principal amount of your notes on the stated maturity date.
None of us, CIBCWM or any of our other affiliates
makes any representation to you as to the performance of the underlier. Before investing in the offered notes, you should consult publicly
available information to determine the levels of the underlier between the date of this Pricing Supplement and the date of your purchase
of the offered notes. The actual performance of the underlier over the life of the offered notes, as well as the cash settlement amount
at maturity, may bear little relation to the historical closing levels shown below.
The graph below shows the daily historical closing
levels of the underlier from December 11, 2014 through December 11, 2024. On December 11, 2024, the closing level of the
underlier was 2,336.13. We obtained the closing levels in the graph below from Bloomberg Financial Services, without independent verification.
Although the official closing levels of the underlier are published to six decimal places by the underlier sponsor, Bloomberg Financial
Services reports the levels of the underlier to fewer decimal places.
Historical Performance of the MSCI EAFE® Index
Source: Bloomberg
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THE BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s estimated value of the notes set
forth on the cover of this Pricing Supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the notes, valued using our internal funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the notes. The Bank’s estimated value does not represent a minimum price
at which CIBCWM or any other person would be willing to buy your notes in any secondary market (if any exists) at any time. The internal
funding rate used in the determination of the Bank’s estimated value generally represents a discount from the credit spreads for
our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as
the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional
fixed-rate debt. For additional information, see “Additional Risk Factors Specific to Your Notes — The Bank’s Estimated
Value Is Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt” in this Pricing Supplement. The value
of the derivative or derivatives underlying the economic terms of the notes is derived from the Bank’s or a third party hedge provider’s
internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and
on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s estimated value of the notes
is determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time. See “Additional Risk Factors Specific to Your Notes — The Bank’s Estimated Value Does Not Represent Future Values
of the Notes and May Differ from Others’ Estimates” in this Pricing Supplement.
The Bank’s estimated value of the notes will
be lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included
in the original issue price of the notes. These costs include the projected profits that our hedge counterparties, which may include our
affiliates, expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates
will retain any profits realized in hedging our obligations under the notes. See “Additional Risk Factors Specific to Your Notes
— The Bank’s Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes”
in this Pricing Supplement.
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SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS
OF INTEREST)
Pursuant to the terms of a distribution agreement,
the Bank expects to agree to sell to CIBCWM, and CIBCWM expects to agree to purchase from the Bank, the aggregate principal amount of
the offered notes specified on the front cover of this Pricing Supplement. CIBCWM proposes initially to offer the notes to the public
at the price to public set forth on the cover page of this Pricing Supplement, and to certain unaffiliated securities dealers at
such price. A fee will be paid to iCapital Markets LLC (“iCapital”), a broker-dealer with no affiliation with us, for services
it is providing in connection with this offering. An affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection
with the distribution of the notes, holds an indirect minority equity interest in iCapital.
CIBCWM is our affiliate, and is deemed to have
a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering
to any of its discretionary accounts without the prior written approval of the customer.
We expect to deliver the notes against payment
therefor in New York, New York on , 2024, which is expected to be the fifth scheduled business day following the trade date. Under Rule 15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to one business
day before delivery will be required, by virtue of the fact that the notes are expected to settle in five business days (T + 5), to specify
alternative settlement arrangements to prevent a failed settlement.
While CIBCWM may make markets in the notes, it
is under no obligation to do so and may discontinue any market-making activities at any time without notice. The price that it makes available
from time to time after the issue date at which it would be willing to repurchase the notes will generally reflect its estimate of their
value. That estimated value will be based upon a variety of factors, including then prevailing market conditions, our creditworthiness
and transaction costs. However, for a period of approximately three months after the trade date, the price at which CIBCWM may repurchase
the notes is expected to be higher than their estimated value at that time. This is because, at the beginning of this period, that price
will not include certain costs that were included in the original issue price, particularly our hedging costs and profits. As the period
continues, these costs are expected to be gradually included in the price that CIBCWM would be willing to pay, and the difference between
that price and CIBCWM’s estimate of the value of the notes will decrease over time until the end of this period. After this period,
if CIBCWM continues to make a market in the notes, the prices that it would pay for them are expected to reflect its estimated value,
as well as customary bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be
identical to the price at which CIBCWM would be willing to purchase the notes at that time, and could be lower than CIBCWM’s price.
See the section titled “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying Prospectus Supplement.
The price at which you purchase the notes includes
costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with
hedging activities related to the notes, as set forth above. These costs and profits will likely reduce the secondary market price, if
any secondary market develops, for the notes.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of
the material U.S. federal income tax considerations relating to an investment in the notes. The following summary is not complete and
is both qualified and supplemented by the discussion entitled “Material U.S. Federal Income Tax Consequences” in the accompanying
Underlying Supplement, which you should carefully review prior to investing in the notes.
The U.S. federal income tax considerations of your
investment in the notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated
for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the
notes as prepaid cash-settled derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for
all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale,
exchange or payment upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount
that you paid for your notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your notes
for more than one year.
The expected characterization of the notes is not
binding on the IRS or the courts. It is possible that the IRS would seek to characterize the notes in a manner that results in tax consequences
to you that are different from those described above or in the accompanying Underlying Supplement. Such alternate treatments could include
a requirement that a holder accrue ordinary income over the life of the notes or treat all gain or loss at maturity as ordinary gain or
loss. For a more detailed discussion of certain alternative characterizations with respect to the notes and certain other considerations
with respect to an investment in the notes, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the accompanying Underlying Supplement. We are not responsible for any adverse consequences that you may experience as a result of
any alternative characterization of the notes for U.S. federal income tax or other tax purposes.
With respect to the discussion in the underlying
supplement regarding “dividend equivalent” payments, the IRS has issued a notice that provides that withholding on dividend
equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027.
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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of
Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income
tax considerations under the Income Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally
applicable at the date hereof to a purchaser who acquires beneficial ownership of a note pursuant to this Pricing Supplement and who for
the purposes of the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals
at arm’s length with CIBC and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the
note; (c) does not use or hold and is not deemed to use or hold the note in, or in the course of, carrying on a business in Canada;
(d) is entitled to receive all payments (including any interest and principal) made on the note; (e) is not a, and deals at
arm’s length with any, “specified shareholder” of CIBC for purposes of the thin capitalization rules in the Canadian
Tax Act; and (f) is not an entity in respect of which CIBC or any transferee resident (or deemed to be resident) in Canada to whom
the purchaser disposes of, loans or otherwise transfers the note is a “specified entity”, and is not a “specified entity”
in respect of such a transferee, in each case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident
Holder”). Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed
in this summary.
This summary
assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch arrangement”
under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements”
(the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains
significant uncertainty as to their interpretation and application.
This summary is supplemental to and should be read
together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under
“Material Income Tax Consequences — Canadian Taxation” in the accompanying Prospectus and a Non-Resident Holder should
carefully read that description as well.
This summary is of a general nature only and
is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders
are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding
of the Canada Revenue Agency’s administrative policies and having regard to the terms of the notes, interest payable on the notes
should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident
Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid
or credited by CIBC on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors
regarding the consequences to them of a disposition of the notes to a person with whom they are not dealing at arm’s length for
purposes of the Canadian Tax Act.
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes due
We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this Pricing Supplement or the accompanying
Underlying Supplement, Prospectus Supplement or Prospectus. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. Neither this Pricing Supplement nor the accompanying Underlying Supplement, Prospectus
Supplement or Prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it
is lawful to do so. The information contained in this Pricing Supplement and the accompanying Underlying Supplement, Prospectus Supplement
and Prospectus is current only as of the respective dates of such documents.
|
TABLE OF CONTENTS
|
|
| Pricing Supplement |
|
| |
Page |
| About this Pricing Supplement |
PRS-1 |
| Summary Information |
PRS-2 |
| Supplemental Terms of the Notes |
PRS-4 |
| Hypothetical Examples |
PRS-5 |
| Additional Risk Factors Specific to Your Notes |
PRS-8 |
| The Underlier |
PRS-13 |
| The Bank’s Estimated Value of the Notes |
PRS-14 |
| Supplemental Plan of Distribution (Conflicts of Interest) |
PRS-15 |
| United States Federal Income Tax Considerations |
PRS-16 |
| Certain Canadian Federal Income Tax Considerations |
PRS-17 |
| |
|
| Equity Index Underlying Supplement dated September 5, 2023 |
|
| Risk Factors |
S-1 |
| Use of Proceeds and Hedging |
S-9 |
| Index Descriptions |
S-10 |
| The Dow Jones Industrial Average® |
S-10 |
| The EURO STOXX 50® Index |
S-12 |
| The EURO STOXX® Banks Index |
S-14 |
| The FTSE® 100 Index |
S-15 |
| The Hang Seng® Index |
S-17 |
| The JPX-Nikkei Index 400 |
S-19 |
| The MSCI Indices |
S-21 |
| The Nasdaq-100 Index® |
S-26 |
| The Nikkei Stock Average Index |
S-29 |
| The Russell Indices |
S-31 |
| The S&P®/ASX 200 Index |
S-34 |
| The S&P Select Industry Indices |
S-37 |
| The S&P Select Sector Indices |
S-40 |
| The S&P U.S. Indices |
S-43 |
| The Swiss Market Index® |
S-48 |
| The TOPIX® Index |
S-50 |
| Certain Terms of the Notes |
S-52 |
| The Bank’s Estimated Value of the Notes |
S-58 |
| Material Canadian Federal Income Tax Consequences |
S-59 |
| Material U.S. Federal Income Tax Consequences |
S-59 |
| Prospectus Supplement dated September 5, 2023 |
|
| About this Prospectus Supplement |
S-1 |
| Risk Factors |
S-1 |
| Use of Proceeds |
S-14 |
| Description of the Notes We May Offer |
S-15 |
| Supplemental Plan of Distribution (Conflicts of Interest) |
S-45 |
| Prospectus dated September 5, 2023 |
|
| About this Prospectus |
i |
| Forward-Looking Statements |
i |
| Available Information |
iii |
| Documents Incorporated by Reference |
iii |
| Presentation of Financial Information |
iv |
| Canadian Imperial Bank of Commerce |
iv |
| Risk Factors |
1 |
| Use of Proceeds |
1 |
| Description of Senior Debt Securities |
1 |
| Material Income Tax Consequences |
23 |
| Plan of Distribution (Conflicts of Interest) |
34 |
| Certain Considerations for U.S. Plan Investors |
38 |
| Limitations on Enforcement of U.S. Laws Against CIBC, Its Management and Others |
39 |
| Validity of Securities |
40 |
| Experts |
40 |
$
|
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
Capped Leveraged Buffered MSCI
EAFE® Index-Linked Notes
due |
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