Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
Pricing Supplement dated December 20, 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
$2,220,000 Capped Buffered Notes Linked to the Russell 2000®
Index due June 25, 2026
| · | The Capped Buffered Notes (the “notes”) provide a 1-to-1 upside exposure to any increases in the Russell 2000®
Index (the “Index”), subject to a Maximum Return of 22.50%. If the level of the Index decreases, investors will be subject
to 1-to-1 downside exposure to any decrease in the level of the Index beyond a 15% decline. Accordingly, you may lose up to 85% of the
principal amount. |
| · | For each $1,000 in principal amount of the notes, the Payment at Maturity will be a cash amount equal to: |
| o | If the Final Level is greater than the Initial Level, the lesser of: |
| | | (1) $1,000 + ($1,000 × Percentage Change); and |
| | | (2) $1,000 + ($1,000 × Maximum Return) |
| o | If the Final Level is equal to or less than the Initial Level but greater than or equal to the Buffer Level: |
| | | $1,000 |
| o | If the Final Level is less than the Buffer Level: |
| | | $1,000 + [$1,000 × (Percentage Change
+ 15%)] |
| · | The notes do not pay interest. |
| · | The notes will not be listed on any securities exchange. |
| · | The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. |
The notes are unsecured obligations of the Bank and any payment on the
notes is subject to the credit risk of the Bank. The notes will not constitute deposits insured by the Canada Deposit Insurance Corporation,
the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality of Canada, the United States or any
other jurisdiction. The notes are not bail-inable debt securities (as defined on page 6 of the prospectus).
Neither the Securities and Exchange Commission (the “SEC”) nor
any state or provincial securities commission has approved or disapproved of these notes or determined if this pricing supplement or the
accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Investing in the notes involves risks not associated with an investment
in ordinary debt securities. See “Additional Risk Factors” beginning on page PS-7 of this pricing supplement, and “Risk
Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1
of the prospectus.
| |
Price to Public (Initial Issue Price)(1) |
Underwriting Discount (1) |
Proceeds to Issuer |
| Per Note |
$1,000.00 |
$0.00 |
$1,000.00 |
| Total |
$2,220,000.00 |
$0.00 |
$2,220,000.00 |
| (1) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, and other registered broker-dealers will not receive
any commission in connection with the distribution of the notes. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page PS-13 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined by
the Bank is $984.30 per $1,000 principal amount of the notes, which is less than the price to public. See “The Bank’s Estimated
Value of the Notes” in this pricing supplement.
We will deliver the notes in book-entry form through the facilities of The
Depository Trust Company (“DTC”) on December 26, 2024 against payment in immediately available funds.
CIBC Capital Markets
ADDITIONAL
TERMS OF THE NOTES
You should read this pricing supplement together with the prospectus dated
September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus supplement”)
and the Equity Index Underlying Supplement dated September 5, 2023 (the “underlying supplement”). Information in this
pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus to the extent it
is different from that information. Certain terms used but not defined herein will have the meanings set forth in the underlying supplement,
the prospectus supplement or the prospectus.
You should rely only on the information contained in or incorporated by reference
in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus. This pricing supplement
may be used only for the purpose for which it has been prepared. No one is authorized to give information other than that contained in
this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus, and in the documents
referred to in those documents and which are made available to the public. We, CIBCWM and our other affiliates have not authorized any
other person to provide you with different or additional information. If anyone provides you with different or additional information,
you should not rely on it.
We and CIBCWM are not making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this
pricing supplement or the accompanying underlying supplement, the prospectus supplement or the prospectus is accurate as of any date other
than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since
that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus supplement or the prospectus constitutes
an offer, or an invitation on behalf of us or CIBCWM, to subscribe for and purchase any of the notes and may not be used for or in connection
with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,” “the Issuer,” “the Bank,”
“we,” “us” and “our” in this pricing supplement are references to Canadian Imperial Bank of Commerce
and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the underlying supplement, the prospectus supplement and the
prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on
the SEC website):
| · | Underlying supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/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
SUMMARY
The information in this “Summary” section
is qualified by the more detailed information set forth in the underlying supplement, the prospectus supplement and the prospectus. See
“Additional Terms of the Notes” in this pricing supplement.
| Issuer: |
Canadian Imperial Bank of Commerce |
| Reference Asset: |
The Russell 2000® Index (Bloomberg ticker: RTY) |
| Principal Amount: |
$1,000 per note |
| Aggregate Principal Amount: |
$2,220,000 |
| Term: |
Approximately 1.5 years |
| Trade Date: |
December 20, 2024 |
| Original Issue Date: |
December 26, 2024 |
| Final Valuation Date: |
June 22, 2026, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single Index” in the underlying supplement. |
| Maturity Date: |
June 25, 2026, subject to postponement as described under “Certain Terms of the Notes— Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Payment at Maturity: |
For each $1,000 in principal amount of the notes, the Payment at Maturity will
be a cash amount equal to:
· If
the Final Level is greater than the Initial Level, the lesser of:
(1) $1,000
+ ($1,000 × Percentage Change); and
(2) $1,000
+ ($1,000 × Maximum Return)
· If
the Final Level is equal to or less than the Initial Level but greater than or equal to the Buffer Level:
$1,000
· If
the Final Level is less than the Buffer Level:
$1,000 + [$1,000 × (Percentage Change + Buffer Amount)]
In this case, you will lose 1% of the principal amount for
each 1% decrease in the level of the Index by more than 15%. Accordingly, you may lose up to 85% of the principal amount. |
| Maximum Return: |
22.50% |
| Buffer Amount: |
15% |
| Buffer Level: |
1,906.015, which is 85% of the Initial Level (rounded to three decimal places). |
| Percentage Change: |
Final Level – Initial Level, expressed
as a percentage.
|
| |
Initial Level |
| Initial Level: |
2,242.370, which was the Closing Level of the Index on the Trade Date. |
| Final Level: |
The Closing Level of the Index on the Final Valuation Date. |
| Calculation Agent: |
Canadian Imperial Bank of Commerce. |
| CUSIP/ISIN: |
13607XV53 / US13607XV534 |
| Fees and Expenses: |
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities related to the notes. |
HYPOTHETICAL
PAYMENT AT MATURITY
The following table and examples are provided for illustrative purposes only
and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the Final
Level relative to the Initial Level. We cannot predict the Closing Level of the Index at any time during the term of the notes, including
the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events.
You should not take this illustration or these examples as an indication or assurance of the expected performance of the Index or return
on the notes. The numbers appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment
in the notes for a hypothetical range of Percentage Changes of the Index from -100% to +100%. The following results are based solely on
the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number, expressed as a percentage,
that results from comparing the Payment at Maturity per $1,000 principal amount to $1,000. The potential returns described below assume
that the notes are held to maturity. The following table and examples are based on the following terms:
| Principal Amount: |
$1,000 |
| Maximum Return: |
22.50% |
| Buffer Amount: |
15% |
| Hypothetical Initial Level: |
1,000 |
| Hypothetical Buffer Level: |
850
(85% of the Initial Level) |
Hypothetical Final
Level |
Hypothetical
Percentage Change |
Hypothetical Payment at
Maturity |
Hypothetical Return on
the Notes |
| 2,000.00 |
100.00% |
$1,225.00 |
22.50% |
| 1,750.00 |
75.00% |
$1,225.00 |
22.50% |
| 1,500.00 |
50.00% |
$1,225.00 |
22.50% |
| 1,225.00 |
22.50% |
$1,225.00 |
22.50%(1) |
| 1,100.00 |
10.00% |
$1,100.00 |
10.00% |
| 1,050.00 |
5.00% |
$1,050.00 |
5.00% |
| 1,020.00 |
2.00% |
$1,020.00 |
2.00% |
| 1,000.00(2) |
0.00% |
$1,000.00 |
0.00% |
| 950.00 |
-5.00% |
$1,000.00 |
0.00% |
| 930.00 |
-7.00% |
$1,000.00 |
0.00% |
| 900.00 |
-10.00% |
$1,000.00 |
0.00% |
| 850.00(3) |
-15.00% |
$1,000.00 |
0.00% |
| 849.90 |
-15.01% |
$990.00 |
-0.01% |
| 700.00 |
-30.00% |
$850.00 |
-15.00% |
| 500.00 |
-50.00% |
$650.00 |
-35.00% |
| 200.00 |
-80.00% |
$350.00 |
-65.00% |
| 0.00 |
-100.00% |
$150.00 |
-85.00% |
| (1) | The return on the notes cannot exceed the Maximum Return. |
| (2) | The hypothetical Initial Level of 1,000 used in these examples has been chosen for illustrative purposes only. The actual Initial
Level of the Index is set forth on page PS-3 of this pricing supplement. |
| (3) | This is the hypothetical Buffer Level. |
The following examples indicate how the Payment at Maturity would be calculated
with respect to a hypothetical $1,000 investment in the notes.
Example 1: The Percentage Change Is 50.00%.
The Final Level is 1,500.00, resulting in a Percentage Change of 50.00%. In
this example, the Final Level is greater than the Initial Level, and the positive Percentage Change multiplied exceeds the Maximum Return
of 22.50%, the Payment at Maturity would be $1,225.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Maximum Return)
= $1,000 + ($1,000 × 22.50%)
= $1,225.00
Example 1 shows that the return on the notes will not exceed the Maximum Return,
regardless of the extent to which the level of the Index increases.
Example 2: The Percentage Change Is 2.00%.
The Final Level is 1,020.00, resulting in a Percentage Change of 2.00%. In
this example, the Final Level is greater than the Initial Level, and the positive Percentage Change does not exceed the Maximum Return
of 22.50%, the Payment at Maturity would be $1,020.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Percentage Change)
= $1,000 + ($1,000 × 2.00%)
= $1,020.00
Example 2 shows that the notes provide a positive return equal to the Percentage
Change if the Percentage Change does not exceed the Maximum Return.
Example 3: The Percentage Change Is -5.00%.
The Final Level is 950.00, resulting in a Percentage Change of -5.00%. In this
example, the Final Level is equal to or less than the Initial Level but greater than or equal to the Buffer Level.
Payment at Maturity = $1,000
Example 3 shows that the Payment at Maturity will equal the principal amount
if the Final Level is at or below the Initial Level but at or above the Buffer Level, although the level of the Index has decreased moderately.
Example 4: The Percentage Change Is -80.00%.
The Final Level is 200.00, resulting in a Percentage Change of -80.00%. Because
the Final Level is less than the Buffer Level, the Payment at Maturity would be $350.00 per $1,000 principal amount, calculated as follows:
$1,000 + [$1,000 × (Percentage Change + Buffer Amount)]
= $1,000 + [$1,000 × (-80.00% + 15.00%)]
= $350.00
Example 4 shows that you are exposed on a 1-to-1 basis to any decrease in the
level of the Index from the Initial Level by more than the Buffer Amount. You may lose up to 85% of the principal amount.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be an appropriate
investment for you if:
| · | You believe that the level of the Index will increase moderately from the Initial Level to the Final Level. |
| · | You are willing to make an investment that is exposed to the negative performance of the Index on a 1-to-1 basis for each percentage
point that the Final Level is less than the Buffer Level. |
| · | You are willing to accept that the return on the notes will be limited to the Maximum Return. |
| · | You do not seek current income over the term of the notes. |
| · | You are willing to forgo dividends or other distributions paid on the securities included in the Index. |
| · | You are willing to hold the notes to maturity and you do not seek an investment for which there will be an active secondary market. |
| · | You are willing to assume the credit risk of the Bank for any payment under the notes. |
The notes may not be an appropriate investment for you if:
| · | You believe that the level of the Index will decrease from the Initial Level to the Final Level or that it will not increase sufficiently
to provide you with your desired return. |
| · | You are unwilling to make an investment that is exposed to the negative performance of the Index on a 1-to-1 basis for each percentage
point that the Final Level is less than the Buffer Level. |
| · | You seek full payment of the principal amount of the notes at maturity. |
| · | You seek an uncapped return on your investment. |
| · | You seek current income over the term of the notes. |
| · | You want to receive dividends or other distributions paid on the securities included in the Index. |
| · | You are unable or unwilling to hold the notes to maturity or you seek an investment for which there will be an active secondary market. |
| · | You are not willing to assume the credit risk of the Bank for any payment under the notes. |
The investor suitability considerations identified above are not exhaustive.
Whether or not the notes are a suitable investment for you will depend on your individual circumstances and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the notes in light of your particular circumstances. You should also review ‘‘Additional Risk Factors’’
below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment in the notes involves significant risks. In addition to the following
risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1 of the accompanying
underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should reach
an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplement, the prospectus
supplement and the prospectus.
Structure Risks
You may lose some or a substantial portion of the principal amount of your
notes.
The notes do not guarantee full return of principal. The repayment of any principal
on the notes at maturity depends on the Final Level of the Index. The Bank will only repay you the full principal amount of your notes
if the Final Level is equal to or greater than the Buffer Level. If the Final Level is less than the Buffer Level, you will be exposed
on a 1-to-1 basis to any decrease in the level of the Index by more than 15%. You may lose up to 85% of your principal amount.
The potential return on your notes will be limited by the Maximum Return.
Your ability to participate in any increase in the level of the Index will
be limited because of the Maximum Return. The Maximum Return will limit the payment you may receive at maturity, no matter how much the
level of the Index may rise by more than 22.50% of the Initial Level over the term of the notes.
The payment on the notes is not linked to the level of the Index at any
time other than the Final Valuation Date.
The payment on the notes will be based on the Closing Level of the Index on
the Final Valuation Date. Therefore, if the Closing Level of the Index declined as of the Final Valuation Date below the Buffer Level,
the Payment at Maturity may be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing
Level of the Index on a date other than the Final Valuation Date. Although the actual level of the Index at other times during the term
of the notes may be higher than its Closing Level on the Final Valuation Date, the payment on the notes will not benefit from the Closing
Level of the Index at any time other than the Final Valuation Date.
The notes do not bear interest, and the return on the notes may be less
than the return on a conventional debt security of comparable maturity.
You will not receive any interest payments on the notes. As a result, even
if the Payment at Maturity exceeds the principal amount of your notes, the overall return on your notes may be less than you would have
earned by investing in a conventional debt security of comparable maturity that bears interest at a prevailing market rate.
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 Index or any securities included in the Index 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 Index. These activities
may present a conflict of interest between your interest in the notes and the interests that we, the agent, and our other affiliates may
have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and
in accounts under our or their management. These trading and other business activities, if they adversely affect the level of the Index
or secondary trading in your notes, could be adverse to your interests as a beneficial owner of the notes.
Moreover, we, the agent and our other affiliates play a variety of roles in
connection with the issuance of the notes, including hedging our obligations under the notes and making the assumptions and inputs used
to determine the pricing of the notes and the initial estimated value of the notes when the terms of the notes are set. We expect to
hedge
our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated counterparty, which may include
any dealer from which you purchase the notes. Any of these hedging activities may adversely affect the level of the Index and therefore
the market value of the notes and the amount you will receive, if any, on the notes. In connection with such activities, the economic
interests of us, the agent, and our other affiliates may be adverse to your interests as an investor in the notes. Any of these activities
may adversely affect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced by market
forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result in a loss.
We, the agent, one or more of our other affiliates or any unaffiliated counterparty will retain any profits realized in hedging our obligations
under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market
transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that we, the agent, our
other affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive to sell the
notes to you. We, the agent, our other affiliates or any unaffiliated counterparty will have no obligation to take, refrain from taking
or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes.
There are potential conflicts of interest between you and the calculation
agent.
The calculation agent will determine,
among other things, the amount of payment on the notes. The calculation agent will exercise its judgment when performing its functions.
For example, the calculation agent will determine whether a Market Disruption Event has occurred on the scheduled Final Valuation Date,
and make a good faith estimate in its sole discretion of the Final Level if the Final Valuation Date is postponed to the last possible
day. See “Certain Terms of the Notes—Valuation Dates— For Notes Where the Reference Asset Is a Single Index”
in the underlying supplement. This determination may, in turn, depend on the calculation agent’s judgment as to whether the event
has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. The calculation agent
will be required to carry out its duties in good faith and use its reasonable judgment. However, because we will be the calculation agent,
potential conflicts of interest could arise. None of us, CIBCWM or any of our other affiliates will have any obligation to consider your
interests as a holder of the notes in taking any action that might affect the value of your notes.
Reference Asset Risks
The notes will be subject to risks associated with small-capitalization
companies.
The Index tracks companies that are considered small-capitalization. These
companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore
the level of the Index may be more volatile than an investment in stocks issued by larger companies. Stock prices of small-capitalization
companies may also be more vulnerable than those of larger companies to adverse business and economic developments, and the stocks of
small-capitalization companies may be thinly traded, making it difficult for the Index to track them. In addition, small-capitalization
companies are often less stable financially than large-capitalization companies and may depend on a small number of key personnel, making
them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early,
and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less diverse product lines,
smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-capitalization companies,
and are more susceptible to adverse developments related to their products or services.
Tax Risks
The tax treatment of the notes is uncertain.
Significant aspects of the tax treatment of the notes are uncertain. You should
consult your tax advisor about your own tax situation. See “United States Federal Income Tax Considerations” and “Certain
Canadian Federal Income Tax Considerations” in this pricing supplement, “Material U.S. Federal Income Tax Consequences”
in the underlying supplement and “Material Income Tax Consequences – Canadian Taxation” in the prospectus.
General Risks
Payment on the notes is subject to our credit risk, and actual or perceived
changes in our creditworthiness are expected to affect the value of the notes.
The notes are our senior unsecured debt obligations and are not, either directly
or indirectly, an obligation of any third party. As further described in the accompanying prospectus and prospectus supplement, the notes
will rank on par with all of our other unsecured and unsubordinated debt obligations, except such obligations as may be preferred by operation
of law. Any payment to be made on the notes depends on our ability to satisfy our obligations as they come due. As a result, the actual
and perceived creditworthiness of us may affect the market value of the notes and, in the event we were to default on our obligations,
you may not receive the amounts owed to you under the terms of the notes. If we default on our obligations under the notes, your investment
would be at risk and you could lose some or all of your investment. See “Description of Senior Debt Securities—Events of Default”
in the accompanying prospectus.
The Bank’s initial estimated value of the notes is lower than the
initial issue price (price to public) of the notes.
The initial issue price of the notes exceeds the Bank’s initial estimated
value because costs associated with selling and structuring the notes, as well as hedging the notes, are included in the initial issue
price of the notes. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
The Bank’s initial estimated value does not represent future values
of the notes and may differ from others’ estimates.
The Bank’s initial estimated value of the notes is only an estimate,
which was determined by reference to the Bank’s internal pricing models when the terms of the notes were set. This estimated value
was based on market conditions and other relevant factors existing at that time, the Bank’s internal funding rate on the Trade Date
and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors.
Different pricing models and assumptions could provide valuations for the notes that are greater or less than the Bank’s initial
estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to
be incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market
conditions, including the level of the Index, the Bank’s creditworthiness, interest rate movements and other relevant factors, which
may impact the price at which the agent or any other party would be willing to buy the notes from you in any secondary market transactions.
The Bank’s initial estimated value does not represent a minimum price at which the agent or any other party would be willing to
buy the notes in any secondary market (if any exists) at any time. See “The Bank’s Estimated Value of the Notes” in
this pricing supplement.
The Bank’s initial estimated value of the notes was 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 initial
estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount
is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability
management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to have used the interest
rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you. Consequently,
our use of an internal funding rate for market-linked notes had an adverse effect on the economic terms of the notes and the initial estimated
value of the notes on the Trade Date, and could have an adverse effect on 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.
INFORMATION
REGARDING THE INDEX
The information below is a brief description of the Index.
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information.
The Russell 2000® Index (Bloomberg ticker:
“RTY <Index>”) is calculated, maintained and published by FTSE Russell. The Index is designed to track the performance
of the small capitalization segment of the U.S. equity market. The Index is a subset of the Russell 3000® Index and represents
approximately 10% of the total market capitalization of that index. The Index includes approximately 2,000 of the smallest securities
in the U.S. equity market. See “Index Descriptions—The Russell Indices” beginning on page S-31 of the accompanying
underlying supplement for additional information about the Index.
In addition, information about the Index may be obtained
from other sources, including, but not limited to, the Index sponsor’s website (including information regarding the Index’s
sector 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 Index is accurate
or complete.
Historical Performance of the Index
The following graph sets forth daily Closing Levels of the Index for the period
from January 1, 2019 to December 20, 2024. On December 20, 2024, the Closing Level of the Index was 2,242.370. We obtained
the Closing Levels below from Bloomberg L.P. (“Bloomberg”) without independent verification. The historical performance of
the Index should not be taken as an indication of its future performance, and no assurances can be given as to the level of the Index
at any time during the term of the notes, including the Final Valuation Date. We cannot give you assurance that the performance of the
Index will result in the return of any of your investment.
Historical Performance of the Index
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of the material U.S. federal income
tax considerations relating to an investment in the notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the notes.
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 U.S. Internal
Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize the notes in a manner that
results in tax consequences to you that are different from those described above or in the accompanying underlying supplement. 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 underlying supplement. We are not responsible for any adverse consequences that you may
experience as a result of any alternative characterization of the notes for U.S. federal income tax or other tax purposes.
With respect to the discussion in the underlying supplement regarding “dividend
equivalent” payments, the IRS has issued a notice that provides that withholding on dividend equivalent payments will not apply
to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027.
You should consult your tax advisor as to the tax consequences of such characterization
and any possible alternative characterizations of the notes for U.S. federal income tax purposes. You should also consult your tax advisor
concerning the U.S. federal income tax and other tax consequences of your investment in the notes in your particular circumstances, including
the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
CERTAIN
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel,
the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations
thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial ownership
of a note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is
neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with the Issuer and any transferee resident
(or deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does not use or hold and is not deemed to use
or hold the note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any
interest and principal) made on the note; (e) is not a, and deals at arm’s length with any, “specified shareholder”
of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of
which the Issuer or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise
transfers the note is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in
each case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which
apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable to a holder described herein
will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of the
rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”).
Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation
and application.
This summary is supplemental to and should be read together with the description
of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material Income Tax
Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read that description
as well.
This summary is of a general nature only and is not intended to be, nor
should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult with
their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue Agency’s
administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered to be “participating
debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident
withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the Issuer on a note as, on account
of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the consequences
to them of a disposition of notes to a person with whom they are not dealing at arm’s length for purposes of the Canadian Tax Act.
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
CIBCWM will purchase the notes from CIBC at the price to public set forth on
the cover page of this pricing supplement for distribution to other registered broker-dealers, or will offer the notes directly to
investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set forth on the cover page of this
pricing supplement. CIBCWM and other registered broker-dealers will not receive any commission in connection with the distribution of
the notes.
CIBCWM is our affiliate, and is deemed to have a conflict of interest under
FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of its discretionary
accounts without the prior written approval of the customer.
We will deliver the notes against payment therefor in New York, New York on
a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the 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 the notes on any date prior to one business day before delivery will be required to specify
alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the notes.
In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making transactions in any notes
after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing supplement is being used
by CIBCWM in a market-making transaction.
While CIBCWM may make markets in the notes, it is under no obligation to do
so and may discontinue any market-making activities at any time without notice. The price that it makes available from time to time after
the Original Issue Date at which it would be willing to repurchase the notes will generally reflect its estimate of their value. That
estimated value will be based upon a variety of factors, including then prevailing market conditions, our creditworthiness and transaction
costs. However, for a period of approximately three months after the Trade Date, the price at which CIBCWM may repurchase the notes is
expected to be higher than their estimated value at that time. This is because, at the beginning of this period, that price will not include
certain costs that were included in the initial issue price, particularly our hedging costs and profits. As the period continues, these
costs are expected to be gradually included in the price that CIBCWM would be willing to pay, and the difference between that price and
CIBCWM’s estimate of the value of the notes will decrease over time until the end of this period. After this period, if CIBCWM continues
to make a market in the notes, the prices that it would pay for them are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be identical to the price
at which CIBCWM would be willing to purchase the notes at that time, and could be lower than CIBCWM’s price. See the section titled
“Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the notes includes costs that the Bank or its
affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities related
to the notes. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the notes.
As a result, you may experience an immediate and substantial decline in the market value of your notes on the Original Issue Date.
THE
BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s initial estimated value of the notes set forth on the cover
of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the notes, valued using our internal funding rate for structured debt described below, and (2) the derivative
or derivatives underlying the economic terms of the notes. The Bank’s initial estimated value does not represent a minimum price
at which CIBCWM or any other person would be willing to buy your notes in any secondary market (if any exists) at any time. The internal
funding rate used in the determination of the Bank’s initial estimated value generally represents a discount from the credit spreads
for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well
as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional
fixed-rate debt. For additional information, see “Additional Risk Factors—The Bank’s initial estimated value of the
notes was 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 initial estimated value
of the notes was determined when the terms of the notes were set based on market conditions and other relevant factors and assumptions
existing at that time. See “Additional Risk Factors—The Bank’s initial estimated value does not represent future values
of the notes and may differ from others’ estimates” in this pricing supplement.
The Bank’s initial estimated value of the notes is lower than the initial
issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the initial issue price
of the notes. These costs include the projected profits that our hedge counterparties, which may include our affiliates, expect to realize
for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.
Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit
that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in
hedging our obligations under the notes. See “Additional Risk Factors—The Bank’s initial estimated value of the notes
is lower than the initial issue price (price to public) of the notes” in this pricing supplement.
VALIDITY
OF THE NOTES
In the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel
to the Bank, the issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank in conformity with
the indenture, and when the notes have been duly executed, authenticated and issued in accordance with the indenture, the notes will be
validly issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario or the federal laws
of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy, insolvency and other laws of general
application affecting creditors’ rights, equitable principles, and subject to limitations as to the currency in which judgments
in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the
laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the Trustee’s authorization, execution and delivery of the indenture and the genuineness of signature, and to such counsel’s
reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated June 6,
2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6,
2023.
In the opinion of Mayer Brown LLP, when the notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus, the notes will constitute valid and binding obligations of the Bank, entitled to the benefits of
the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is
limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization,
execution and delivery of the indenture and such counsel’s reliance on the Bank and other sources as to certain factual matters,
all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 6, 2023.
F-3
424B2
EX-FILING FEES
333-272447
0001045520
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
0001045520
2024-12-20
2024-12-20
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CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
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The maximum aggregate offering price of the securities to which the prospectus relates is $2,220,000. The prospectus is a final prospectus for the related offering.
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