Primary Offering Prospectus (Form 424B2)
Filed Pursuant to Rule 424(b)(2)
Registration\nNo.333-272447
The information in this preliminary pricing supplement\nis not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplements, prospectus supplement\nand prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction\nwhere the offer or sale is not permitted.
| Subject to Completion, Dated Pricing Supplement dated , 2025 |
(To Equity Index Underlying Supplement dated
Senior Global Medium-Term Notes
$ Contingent Coupon Autocallable Barrier Notes\nLinked to the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the SPDR®\n
| · | The\n Contingent Coupon Autocallable Barrier Notes (the "notes") will provide monthly\n Contingent Coupon Payments of at least |
| · | If\n the Closing Value of the Worst Performing Underlying on any semi-annual Call Observation\n Date beginning on |
| · | If\n the notes have not been previously called, the Payment at Maturity will depend on the Closing\n Value of the Worst Performing Underlying on the Final Valuation Date (the "Final Value")\n and will be calculated as follows: |
| a. | If the Final Value of the Worst Performing Underlying is greater\n than or equal to its Principal Barrier Value (70% of its Initial Value):(i) the principal\n amount plus (ii) the final Contingent Coupon Payment. |
| b. | If the Final Value of the Worst Performing Underlying is less than\n its Principal Barrier Value: (i) the principal amount plus (ii) the product of\n the principal amount multiplied by the Percentage Change of the Worst Performing Underlying.\n In this case, you will lose some or all of the principal amount at maturity. Even with any\n Contingent Coupon Payments, the retuon the notes could be negative. |
| · | The\n notes will not be listed on any securities exchange. |
| · | The\n notes will be issued in minimum denomination of |
The notes are unsecured obligations of the Bank and any payments\non the notes are subject to the credit risk of the Bank. The notes will not constitute deposits insured by the Canada Deposit Insurance\nCorporation, the
Neither the
Investing in the notes involves risks not associated with an investment\nin ordinary debt securities. See "Additional Risk Factors" beginning on page PS-8 of this pricing supplement, and "Risk\nFactors" beginning on page S-1 of the accompanying underlying supplements, page S-1 of the prospectus supplement and\npage 1 of the prospectus.
| Price\n to Public (Initial Issue Price)(1) | Underwriting\n Discount(1)(2) | Proceeds\n to Issuer | |
| Per\n Note | Up\n to |
At\n least |
|
| Total | $ | $ | $ |
| (1) | Because certain dealers who purchase the notes for sale to certain fee-based\n advisory accounts may forgo some or all of their commissions or selling concessions, the\n price to public for investors purchasing the notes in these accounts may be between $994.00\n and |
| (2) |
The initial estimated value of the notes on the Trade Date as determined\nby the Bank is expected to be between
We will deliver the notes in book-entry form through the facilities\nof
CIBC\nCapital Markets
ADDITIONAL\nTERMS OF THE NOTES
You\nshould read this pricing supplement together with the prospectus dated
You should rely only on the information contained in or incorporated\nby reference in this pricing supplement and the accompanying underlying supplements, the prospectus supplement and the prospectus. This\npricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than\nthat contained in this pricing supplement and the accompanying underlying supplements, the prospectus supplement and the prospectus,\nand in the documents referred to in those documents and which are made available to the public. We, CIBCWM and our other affiliates have\nnot authorized any other person to provide you with different or additional information. If anyone provides you with different or additional\ninformation, you should not rely on it.
We and CIBCWM are not making an offer to sell the notes in any jurisdiction\nwhere the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this\npricing supplement or the accompanying underlying supplements, the prospectus supplement or the prospectus is accurate as of any date\nother than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed\nsince that date. Neither this pricing supplement nor the accompanying underlying supplements, the prospectus supplement or the prospectus\nconstitutes 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\nfor or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized\nor to any person to whom it is unlawful to make such an offer or solicitation.
References to "CIBC," "the Issuer," "the\nBank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial\nBank
You may access the underlying supplements, the prospectus supplement\nand the prospectus on the
| · | Index\n underlying supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
| · | ETF\n underlying supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098171/tm2322483d88_424b5.htm
| · | Prospectus\n supplement dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
| · | Prospectus\n dated |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
PS-1
SUMMARY
The information in this "Summary" section is qualified\nby the more detailed information set forth in the underlying supplements, the prospectus supplement and the prospectus. See "Additional\nTerms of the Notes" in this pricing supplement.
| Issuer: | Canadian\n |
| Reference\n Asset: | The\n worst performing of the S&P 500® Index (Bloomberg ticker: SPX) (the "SPX"), the Russell 2000®\nIndex (Bloomberg ticker: RTY) (the "RTY"), and the SPDR® |
| Principal\n Amount: | $1,000\n per note |
| Aggregate\n Principal Amount: | $ |
| Term: | Five\n years, unless previously called |
| Strike\n Date: | February 28,\n 2025 |
| Trade\n Date: | Expected\n to be |
| Original\n Issue Date: | Expected\n to be |
| Final\n Valuation Date: | Expected\n to be |
| Maturity\n Date: | Expected\n to be |
| Contingent\n Coupon Payment: | On\n each Coupon Payment Date, you will receive a Contingent Coupon Payment of at least |
| Coupon\n Barrier Value: | 4,168.15\n with respect to the SPX, 1,514.148 with respect to the RTY, and |
PS-2
| Coupon Determination Dates and Coupon Payment Dates: | Monthly. Each expected Coupon Determination Date and the corresponding Coupon Payment Date are as set forth below: |
| Coupon \nDetermination \nDates* |
Coupon \nPayment \nDates** |
Coupon \nDetermination \nDates* |
Coupon \nPayment \nDates** |
|||
| 1 | 31 | |||||
| 2 | 32 | |||||
| 3 | 33 | |||||
| 4 | 34 | |||||
| 5 | 35 | |||||
| 6 | 36 | |||||
| 7 | 37 | |||||
| 8 | 38 | |||||
| 9 | 39 | |||||
| 10 | 40 | |||||
| 11 | 41 | |||||
| 12 | 42 | |||||
| 13 | 43 | |||||
| 14 | 44 | |||||
| 15 | 45 | |||||
| 16 | 46 | |||||
| 17 | 47 | |||||
| 18 | 48 | |||||
| 19 | 49 | |||||
| 20 | 50 | |||||
| 21 | 51 | |||||
| 22 | 52 | |||||
| 23 | 53 | |||||
| 24 | 54 | |||||
| 25 | 55 | |||||
| 26 | 56 | |||||
| 27 | 57 | |||||
| 28 | 58 | |||||
| 29 | 59 | |||||
| 30 | 60 |
(the Final Valuation Date) |
(the Maturity Date) |
|
*Each\nCoupon Determination Date is subject to postponement as described under "Certain Terms of the Notes--Valuation Dates--For\nNotes Where the Reference Asset Consists of Multiple Indices" in the index underlying supplement and "Certain Terms of the\nNotes--Valuation Dates--For Notes Where the Reference Asset Consists of Multiple Funds" in the ETF underlying supplement. **Each Coupon Payment Date is subject to postponement as described under "Certain Terms of the Notes--Interest Payment Dates,\nCoupon Payment Dates, Call Payment Dates and Maturity Date" in the underlying supplements. ***These are also Call Observation Dates. ****These are also Call Payment Dates. |
|
| Call\n Feature: |
If\n the Closing Value of the Worst Performing Underlying on any semi-annual Call Observation Date is greater than or equal to its Call\n Value, we will automatically call all the notes, and pay you on the applicable Call Payment Date your principal amount plus\n the applicable Contingent Coupon Payment otherwise due for that Call Observation Date. If the notes are automatically called, they will cease to be outstanding\n on the related Call Payment Date, and no further payments will be made on the notes. You will not receive any notice from us if the\n notes are automatically called. |
PS-3
| Call\n Value: | For\n each Underlying, 100% of its Initial Value. |
| Call\n Observation Dates: | Semi-annual,\n as indicated in the table above. |
| Call\n Payment Dates: | Each\n Coupon Payment Date corresponding to a Call Observation Date. |
| Payment\n at Maturity: |
If the notes have not been previously called, the Payment at Maturity\n will be based on the Final Value of the Worst Performing Underlying and will be calculated as follows: · If\n the Final Value of the Worst Performing Underlying is greater than or equal to its Principal Barrier Value: Principal Amount + Final Contingent Coupon\n Payment · If\n the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value: Principal Amount + (Principal Amount ×\n Percentage Change of the Worst Performing Underlying) In this case, you will lose some or all of the\n principal amount at maturity. Even with any Contingent Coupon Payments, the retuon the notes could be negative. |
| Percentage\n Change: |
The "Percentage Change" with respect to each Underlying,\n expressed as a percentage, is calculated as follows: Final Value - Initial Value Initial Value |
| Principal\n Barrier Value: | 4,168.15\n with respect to the SPX, 1,514.148 with respect to the RTY, and |
| Worst\n Performing Underlying: | On\n any Coupon Determination Date, including the Final Valuation Date, the "Worst Performing Underlying" is the Underlying\n that has the lowest Closing Value on that date as a percentage of its Initial Value. |
| Initial\n Value: | 5,954.50\n with respect to the SPX, 2,163.069 with respect to the RTY, and |
| Final\n Value: | For\n each Underlying, its Closing Value on the Final Valuation Date. |
| Closing\n Value: | The\n Closing Level or the Closing Price, as applicable, of an Underlying. |
| Calculation\n Agent: | Canadian\n |
| CUSIP/ISIN: | 13607XWF0\n / US13607XWF04 |
| Fees\n and Expenses: | The\n price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or\n its affiliates expect to realize in connection with hedging activities related to the notes. |
| The\n Trade Date and the other dates set forth above are subject to change, and will be set forth in the final pricing supplement relating\n to the notes. | |
PS-4
HYPOTHETICAL\nPAYMENT AT MATURITY
The following table and examples are provided for illustrative purposes\nonly and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the\nFinal Value of any Underlying relative to its Initial Value. We cannot predict the Closing Value of any Underlying on any Coupon Determination\nDate, including the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect\nactual events. You should not take this illustration or these examples as an indication or assurance of the expected performance of the\nUnderlyings or retuon 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
| Principal Amount: | |
| Hypothetical Contingent Coupon Payment: | |
| Hypothetical Initial Value of the Worst Performing Underlying: | 100 |
| Hypothetical Principal Barrier Value of the Worst Performing Underlying: | 70 (70% of its Initial Value) |
| Hypothetical\n Final \n Value of the \n Worst Performing \nUnderlying |
Hypothetical\n \nPercentage Change \n of the Worst \n Performing \nUnderlying |
Hypothetical\n Payment at \n Maturity |
Hypothetical\n Retuon \nthe Notes (Excluding \n Any Contingent \nCoupon Payments \nPaid Prior to \nMaturity) |
| 200.00 | 100.00% | 0.76% | |
| 175.00 | 75.00% | 0.76% | |
| 150.00 | 50.00% | 0.76% | |
| 125.00 | 25.00% | 0.76% | |
| 100.00(2) | 0.00% | 0.76% | |
| 90.00 | -10.00% | 0.76% | |
| 80.00 | -20.00% | 0.76% | |
| 70.00(3) | -30.00% | 0.76% | |
| 69.00 | -31.00% | -31.00% | |
| 50.00 | -50.00% | -50.00% | |
| 25.00 | -75.00% | -75.00% | |
| 0.00 | -100.00% | -100.00% |
| (1) | The Payment at Maturity will not exceed the principal amount plus the\n final Contingent Coupon Payment. |
| (2) | The hypothetical Initial Value of 100 used in these examples has\n been chosen for illustrative purposes only. The actual Initial Value of each Underlying is\n set forth on page PS-4 of this pricing supplement. |
| (3) | This is the hypothetical Principal Barrier Value of the Worst Performing\n Underlying. |
PS-5
The following examples indicate how the Payment at Maturity would\nbe calculated with respect to a hypothetical
Example 1: The Percentage Change of the Worst Performing Underlying\nIs 50.00%.
Because the Final Value of the Worst Performing Underlying is greater\nthan or equal to its Principal Barrier Value, the Payment at Maturity would be
=
=
Example 1 shows that the Payment at Maturity will be fixed at the\nprincipal amount plus the final Contingent Coupon Payment when the Final Value of the Worst Performing Underlying is at or above its\nPrincipal Barrier Value, regardless of the extent to which the value of the Worst Performing Underlying increases.
Example 2: The Percentage Change of the Worst Performing Underlying\nIs -20.00%.
Because the Final Value of the Worst Performing Underlying is greater\nthan or equal to its Principal Barrier Value, the Payment at Maturity would be
=
=
Example 2 shows that the Payment at Maturity will equal the principal\namount plus the final Contingent Coupon Payment when the Final Value of the Worst Performing Underlying is at or above its Principal\nBarrier Value, although the value of the Worst Performing Underlying has decreased moderately.
Example 3: The Percentage Change of the Worst Performing Underlying\nIs -75.00%.
Because the Final Value of the Worst Performing Underlying is less\nthan its Principal Barrier Value, the Payment at Maturity would be
=
=
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease\nin the value of the Worst Performing Underlying from its Initial Value if its Final Value is less than its Principal Barrier Value. You\nmay lose up to 100% of your principal amount at maturity. Even with any Contingent Coupon Payments, the retuon the notes could be\nnegative.
These examples illustrate that you will not participate in any\nappreciation of any Underlying, but will be fully exposed to a decrease in the Worst Performing Underlying if the notes are not called\nand the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value, even if the Final Values of the other\nUnderlyings have appreciated or have not declined below their respective Principal Barrier Values.
PS-6
INVESTOR\nCONSIDERATIONS
The notes are not appropriate for all investors. The notes may be an\nappropriate investment for you if:
| · | You\n believe that the Closing Value of each Underlying will be at or above its Coupon Barrier\n Value on most or all of the Coupon Determination Dates, and the Final Value of the Worst\n Performing Underlying will be at or above its Principal Barrier Value. |
| · | You\n seek an investment with monthly Contingent Coupon Payments of at least |
| · | You\n are willing to lose a substantial portion or all of the principal amount of the notes if\n the notes are not called and the Final Value of the Worst Performing Underlying is less than\n its Principal Barrier Value. |
| · | You\n are willing to accept the risk that you may not receive any Contingent Coupon Payments on\n most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount of\n the notes at maturity. |
| · | You\n are willing to invest in the notes based on the fact that your maximum potential retuis\n the sum of any Contingent Coupon Payments payable on the notes. |
| · | You\n are willing to forgo participation in any appreciation of any Underlying. |
| · | You\n understand that the retuon the notes will depend solely on the performance of the Worst\n Performing Underlying on each Coupon Determination Date and consequently, the notes are riskier\n than alternative investments linked to only one of the Underlyings or linked to a basket\n composed of the Underlyings. |
| · | You\n understand that the notes may be automatically called prior to maturity and that the term\n of the notes may be as short as approximately six months, or you are otherwise willing to\n hold the notes to maturity. |
| · | You\n do not seek certainty of current income over the term of the notes. |
| · | You\n are willing to forgo dividends or other distributions paid on the DIA and the securities\n included in or held by the Underlyings. |
| · | You\n do not seek an investment for which there will be an active secondary market. |
| · | You\n are willing to assume the credit risk of the Bank for any payments under the notes. |
The notes may not be an appropriate investment for you if:
| · | You\n believe that the Closing Value of at least one Underlying will be below its Coupon Barrier\n Value on most or all of the Coupon Determination Dates, and the Final Value of the Worst\n Performing Underlying will be below its Principal Barrier Value. |
| · | You\n believe that the Contingent Coupon Payments, if any, will not provide you with your desired\n return. |
| · | You\n are unwilling to lose a substantial portion or all of the principal amount of the notes if\n the notes are not called and the Final Value of the Worst Performing Underlying is less than\n its Principal Barrier Value. |
| · | You\n are unwilling to accept the risk that you may not receive any Contingent Coupon Payments\n on most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount\n of the notes at maturity. |
| · | You\n seek full payment of the principal amount of the notes at maturity. |
| · | You\n seek an uncapped retuon your investment. |
| · | You\n seek exposure to the upside performance of any or each Underlying. |
| · | You\n seek exposure to a basket composed of the Underlyings or a similar investment in which the\n overall retuis based on a blend of the performances of the Underlyings, rather than solely\n on the Worst Performing Underlying. |
| · | You\n are unable or unwilling to hold the notes that may be automatically called prior to maturity,\n or you are otherwise unable or unwilling to hold the notes to maturity. |
| · | You\n seek certainty of current income over the term of the notes. |
| · | You\n want to receive dividends or other distributions paid on the DIA or the securities included\n in or held by the Underlyings. |
| · | You\n seek an investment for which there will be an active secondary market. |
| · | You\n are not willing to assume the credit risk of the Bank for all payments under the notes. |
The investor suitability considerations identified above are not\nexhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances and you should reach\nan investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability\nof an investment in the notes in light of your particular circumstances. You should also review ''Additional Risk Factors''\nbelow for risks related to the notes.
PS-7
ADDITIONAL\nRISK FACTORS
An investment in the notes involves significant risks. In addition\nto the following risks included in this pricing supplement, we urge you to read "Risk Factors" beginning on page S-1\nof the accompanying underlying supplements, 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\nreach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular\nfinancial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplements, the prospectus\nsupplement and the prospectus.
Structure Risks
If the notes are not called, you may lose all or a substantial\nportion of the principal amount of your notes.
The notes do not guarantee any retuof principal. The repayment\nof any principal on the notes at maturity depends on the Final Value of the Worst Performing Underlying. The Bank will only repay you\nthe full principal amount of your notes if the Final Value of the Worst Performing Underlying is equal to or greater than its Principal\nBarrier Value. If the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value, you will lose 1% of the\nprincipal amount for each percentage point that the Final Value of the Worst Performing Underlying is less than its Initial Value. You\nmay lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the retuon the notes could\nbe negative.
The automatic Call Feature limits your potential return.
If the notes are called, the payment on the notes on any Call Payment\nDate is limited to the principal amount plus the applicable Contingent Coupon Payment. In addition, if the notes are called, which may\noccur as early as the sixth Coupon Determination Date, the amount of coupon payable on the notes will be less than the full amount of\ncoupon that would have been payable if the notes had not been called prior to maturity. If the notes are automatically called, you will\nlose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date to the scheduled Maturity\nDate, and the total retuon the notes could be minimal. Because of the automatic Call Feature, the term of your investment in the notes\nmay be limited to a period that is shorter than the original term of the notes and may be as short as approximately six months. There\nis no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable retufor a similar\nlevel of risk in the event the notes are automatically called prior to the Maturity Date.
The notes do not provide for fixed payments of interest and you\nmay receive no Contingent Coupon Payments on most or all of the Coupon Payment Dates.
On each Coupon Payment Date, you will receive a Contingent Coupon\nPayment if, and only if, the Closing Value of the Worst Performing Underlying on the related Coupon Determination Date is greater than\nor equal to its Coupon Barrier Value. If the Closing Value of the Worst Performing Underlying on any Coupon Determination Date is less\nthan its Coupon Barrier Value, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Closing\nValue of the Worst Performing Underlying is less than its Coupon Barrier Value on each Coupon Determination Date over the term of the\nnotes, you will not receive any Contingent Coupon Payments over the entire term of the notes.
You will not participate in any appreciation of any Underlying\nand your retuon the notes will be limited to the Contingent Coupon Payments paid on the notes, if any.
The Payment at Maturity will not exceed the principal amount plus\nthe final Contingent Coupon Payment and any positive retuyou receive on the notes will be composed solely of the sum of any Contingent\nCoupon Payments received prior to and at maturity. You will not participate in any appreciation of any Underlying. Therefore, if the\nappreciation of any Underlying exceeds the sum of the Contingent Coupon Payments paid to you, if any, the notes will underperform an\ninvestment in securities linked to that Underlying providing full participation in the appreciation. Accordingly, the retuon the notes\nmay be less than the retuwould be if you made an investment in securities directly linked to the positive performance of the Underlyings.
The notes are subject to the full risks of the Worst Performing\nUnderlying and will be negatively affected if any Underlying performs poorly, even if the other Underlyings perform favorably.
You are subject to the full risks of the Worst Performing Underlying.\nIf the Worst Performing Underlying performs poorly, you will be negatively affected, even if the other Underlyings perform favorably.\nThe notes are not linked to a basket composed of the Underlyings, where the better performance of one Underlying could offset the poor
PS-8
performance of the others. Instead, you are subject to the full risks of the Worst Performing Underlying on each Coupon Determination\nDate. As a result, the notes are riskier than an alternative investment linked to only one of the Underlyings or linked to a basket composed\nof the Underlyings. You should not invest in the notes unless you understand and are willing to accept the full downside risks of the\nWorst Performing Underlying.
Higher Contingent Coupon Payment or lower Principal Barrier Value\nare generally associated with Underlyings with greater expected volatility and therefore can indicate a greater risk of loss.
"Volatility" refers to the frequency and magnitude of\nchanges in the value of an Underlying. The greater the expected volatility with respect to an Underlying on the Trade Date, the higher\nthe expectation as of the Trade Date that the value of the Underlying could close below its Principal Barrier Value on the Final Valuation\nDate, indicating a higher expected risk of loss on the notes. This greater expected risk will generally be reflected in a higher Contingent\nCoupon Payment than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as\na lower Coupon Barrier Value or a higher Contingent Coupon Payment) than for similar securities linked to the performance of the Underlyings\nwith a lower expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent Coupon Payment\nmay indicate an increased risk of loss. Further, a relatively lower Principal Barrier Value may not necessarily indicate that the notes\nhave a greater likelihood of a repayment of principal at maturity. The volatility of an Underlying can change significantly over the\nterm of the notes. The value of an Underlying could fall sharply, which could result in a significant loss of principal. You should be\nwilling to accept the downside market risk of the Underlyings and the potential to lose some or all of your principal at maturity.
The payments on the notes are not linked to the value of the Underlyings\nat any time other than the Coupon Determination Dates.
The payments on the notes will be based on the Closing Value of each\nUnderlying on the Coupon Determination Dates. Therefore, for example, if the Closing Value of an Underlying declined as of a Coupon Determination\nDate below its Initial Value or Coupon Barrier Value, as applicable, the notes will not be called and the relevant Contingent Coupon\nPayment will not be payable. Similarly, if the Final Value of the Worst Performing Underlying declined as of the Final Valuation Date\nbelow its Principal Barrier Value, the Payment at Maturity may be significantly less than it would otherwise have been had the Payment\nat Maturity been linked to the Closing Value of the Worst Performing Underlying prior to the Final Valuation Date. Although the actual\nvalue of an Underlying at other times during the term of the notes may be higher than its Closing Value on a Coupon Determination Date,\nthe payments on the notes will not benefit from the Closing Value of such Underlying at any time other than the Coupon Determination\nDates.
The notes are riskier than notes with a shorter term.
The notes are relatively long-dated. Therefore, many of the risks\nof the notes are heightened as compared to notes with a shorter term, as you will be subject to those risks for a longer period of time.\nIn addition, the value of a longer-dated note is typically less than the value of an otherwise comparable note with a shorter term.
Reference Asset Risks
The notes will be subject to risks associated with small-capitalization\ncompanies.
The RTY tracks companies that are considered small-capitalization.\nThese companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies\nand therefore the level of the RTY may be more volatile than an investment in stocks issued by larger companies. Stock prices of\nsmall-capitalization companies may also be more vulnerable than those of larger companies to adverse business and economic developments,\nand the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to track them. In addition, small-capitalization\ncompanies are often less stable financially than large-capitalization companies and may depend on a small number of key personnel, making\nthem more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early,\nand less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less diverse product lines,\nsmaller shares of their product or service markets, fewer financial resources and competitive strengths than large-capitalization companies,\nand are more susceptible to adverse developments related to their products or services.
PS-9
The performance of the DIA may not correlate with the performance\nof its Underlying Index as well as the net asset value per share of the DIA, especially during periods of market volatility.
Although the DIA is designed to track the performance of its Underlying\nIndex, the performance of the DIA and that of its Underlying Index generally will vary due to, for example, transaction costs, management\nfees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the DIA may not fully replicate\nor may, in certain circumstances, diverge significantly from the performance of its Underlying Index. This could be due to, for example,\nthe DIA not holding all or substantially all of the underlying assets included in the Underlying Index and/or holding assets that are\nnot included in the Underlying Index, the temporary unavailability of certain securities in the secondary market, the performance of any\nderivative instruments held by the DIA, differences in trading hours between the DIA (or the underlying assets held by the DIA) and the\nUnderlying Index, or due to other circumstances. This variation in performance is called the "tracking error," and, at times,\nthe tracking error may be significant.
In addition, because the shares of the DIA are traded on a securities\nexchange and are subject to market supply and investor demand, the market price of one share of the DIA may differ from its net asset\nvalue per share; shares of the DIA may trade at, above, or below its net asset value per share.
During periods of market volatility, securities held by the DIA may\nbe unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share of the\nDIA and the liquidity of the DIA may be adversely affected. This kind of market volatility may also disrupt the ability of market participants\nto create and redeem shares of the DIA. Further, market volatility may adversely affect, sometimes materially, the prices at which market\nparticipants are willing to buy and sell shares of the DIA. As a result, under these circumstances, the market value of shares of the\nDIA may vary substantially from the net asset value per share of the DIA.
For the foregoing reasons, the performance of the DIA may not match\nthe performance of its Underlying Index over the same period. Because of this variance, the retuon the notes, to the extent dependent\non the performance of the DIA, may not be the same as an investment directly in the securities, commodities, or other assets included\nin the Underlying Index or the same as a debt security with a retulinked to the performance of the Underlying Index.
Conflicts of Interest
Certain business, trading and hedging activities of us, the agent,\nand our other affiliates may create conflicts with your interests and could potentially adversely affect the value of the notes.
We,\nthe agent, and our other affiliates may engage in trading and other business activities related to an\nUnderlying or any securities included in or held by an Underlying that are not for\nyour account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other financial instruments with\nreturns based upon an Underlying. These activities may present a conflict of interest between\nyour interest in the notes and the interests that we, the agent, and our other affiliates may have in our or their proprietary accounts,\nin facilitating transactions, including block trades, for our or their other customers, and in accounts under our or their management.\nThese trading and other business activities, if they adversely affect the value of any Underlying\nor secondary trading in your notes, could be adverse to your interests as a beneficial owner of the notes.
Moreover,\nwe, the agent and our other affiliates play a variety of roles in connection with the issuance of the notes, including hedging\nour obligations under the notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated\nvalue 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\nother affiliates, and/or another unaffiliated counterparty, which may include any dealer from which you purchase the notes. Any of these\nhedging activities may adversely affect the value of an Underlying and therefore the market\nvalue of the notes and the amount you will receive, if any, on the notes. In connection with such activities, the economic interests of\nus, the agent, and our other affiliates may be adverse to your interests as an investor in the notes. Any of these activities may adversely\naffect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced by market forces beyond\nour 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,\none or more of our other affiliates or any unaffiliated counterparty will retain any profits realized in hedging our obligations under\nthe notes even if investors do not receive a favorable investment retuunder the terms of the notes or in any secondary market transaction.\nAny profit in connection with such hedging activities will be in addition to any other compensation that we, the agent, our other affiliates\nor any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive to sell the notes to you. We,\nthe
PS-10
agent, our other affiliates or any unaffiliated counterparty will have no obligation to take, refrain from taking or cease taking\nany 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\nagent.
The calculation agent will determine, among other things, the amount\nof payments on the notes. The calculation agent will exercise its judgment when performing its functions. For example, the calculation\nagent will determine whether a Market Disruption Event affecting an Underlying has occurred, and make a good faith estimate in its sole\ndiscretion of the Closing Value for an affected Underlying if the relevant Coupon Determination Date is postponed to the last possible\nday, and make certain anti-dilution adjustments to the Initial Value of the DIA if certain corporate events occur. See "Certain\nTerms of the Notes--Valuation Dates" in the underlying supplements and "--Anti-Dilution Adjustments" in the\nETF underlying supplement. This determination may, in turn, depend on the calculation agent's judgment as to whether the event has\nmaterially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. The calculation agent will\nbe required to carry out its duties in good faith and use its reasonable judgment. However, because we will be the calculation agent,\npotential conflicts of interest could arise. None of us, CIBCWM or any of our other affiliates will have any obligation to consider your\ninterests as a holder of the notes in taking any action that might affect the value of your notes.
Tax Risks
The tax treatment of the notes is uncertain.
Significant aspects of the tax treatment of the notes are uncertain.\nYou should consult your tax advisor about your own tax situation. See "United States Federal Income Tax Considerations" and\n "Certain Canadian Federal Income Tax Considerations" in this pricing supplement, "Material
General Risks
Payments on the notes are subject to our credit risk, and actual\nor 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\ndirectly or indirectly, an obligation of any third party. As further described in the accompanying prospectus and prospectus supplement,\nthe notes will rank on par with all of our other unsecured and unsubordinated debt obligations, except such obligations as may be preferred\nby 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,\nthe 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,\nyou 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\nwould be at risk and you could lose some or all of your investment. See "Description of Senior Debt Securities--Events of Default"\nin the accompanying prospectus.
The Bank's initial estimated value of the notes will be lower\nthan the initial issue price (price to public) of the notes.
The initial issue price of the notes will exceed the Bank's initial\nestimated value because costs associated with selling and structuring the notes, as well as hedging the notes, are included in the initial\nissue 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\nvalues of the notes and may differ from others' estimates.
The Bank's initial estimated value of the notes is only an estimate,\nwhich will be determined by reference to the Bank's internal pricing models when the terms of the notes are set. This estimated\nvalue will be based on market conditions and other relevant factors existing at that time, the Bank's internal funding rate on the\nTrade Date and the Bank's assumptions about market parameters, which can include volatility, dividend rates, interest rates and\nother factors. Different pricing models and assumptions could provide valuations for the notes that are greater or less than the Bank's\ninitial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove\nto be incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market\nconditions, including the values of the Underlyings, the Bank's creditworthiness, interest rate movements and other relevant factors,\nwhich 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.\nThe Bank's initial estimated value does not represent a minimum price at which the agent or any other party would
PS-11
be willing to\nbuy the notes in any secondary market (if any exists) at any time. See "The Bank's Estimated Value of the Notes" in\nthis pricing supplement.
The Bank's initial estimated value of the notes will not be\ndetermined by reference to credit spreads for our conventional fixed-rate debt.
The internal funding rate to be used in the determination of the Bank's\ninitial estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The\ndiscount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing\nliability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to use the\ninterest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you.\nConsequently, our use of an internal funding rate for market-linked notes would have an adverse effect on the economic terms of the notes,\nthe initial estimated value of the notes on the Trade Date, and any secondary market prices of the notes. See "The Bank's\nEstimated Value of the Notes" in this pricing supplement.
The notes will not be listed on any securities exchange and we do\nnot expect a trading market for the notes to develop.
The notes will not be listed on any securities exchange. Although CIBCWM\nand/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\nnotes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect that any market makers will\nparticipate 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,\nif 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\nmay be a limited number of buyers if you decide to sell your notes prior to maturity or automatic call. This may affect the price you\nreceive upon such sale. Consequently, you should be willing to hold the notes to maturity or automatic call.
PS-12
INFORMATION\nREGARDING THE UNDERLYINGS
The information below are brief descriptions of each Underlying. We\nhave derived the following information from publicly available documents. We have not independently verified the accuracy or completeness\nof the following information. In addition, information about the Underlyings may be obtained from other sources including, but not limited\nto, the websites of their sponsors. We are not incorporating by reference into this pricing supplement the websites or any materials they\ninclude. None of us, CIBCWM or any of our other affiliates makes any representation that such publicly available information regarding\nthe Underlyings is accurate or complete.
The S&P 500® Index
The S&P 500® Index (Bloomberg ticker: "SPX\n <index>") is calculated, maintained and published by
The Russell 2000® Index
The Russell 2000® Index (Bloomberg ticker: "RTY\n <index>") is calculated, maintained and published by FTSE Russell. The RTY is designed to track the performance of the small\ncapitalization segment of the
The SPDR®
The\nDIA seeks to replicate, before fees and expenses, the price and yield performance of the Dow Jones Industrial Average®\n(the "Underlying Index"). The Underlying Index is composed of 30 "blue-chip"
Information\nprovided to or filed with the
PS-13
Historical Performance of the Underlyings
The\nfollowing graphs set forth daily Closing Values of the Underlyings for the period from
Historical Performance of SPX
Source: Bloomberg
Historical Performance of the RTY
Source: Bloomberg
PS-14
Historical Performance of the DIA
Source: Bloomberg
PS-15
UNITED\nSTATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of the material
The
The expected characterization of the notes is not binding on the U.S.\nInternal Revenue Service (the "IRS") or the courts. It is possible that the
With respect to the discussion in the underlying supplement regarding\n "dividend equivalent" payments, the
You should consult your tax advisor as to the tax consequences of\nsuch characterization and any possible alternative characterizations of the notes for
PS-16
CERTAIN\nCANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of
This summary assumes that no amount paid or payable to a holder described\nherein will be the deduction component of a "hybrid mismatch arrangement" under which the payment arises within the meaning\nof the rules in the Canadian Tax Act with respect to "hybrid mismatch arrangements" (the "Hybrid Mismatch Rules").\nInvestors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation\nand application.
This summary is supplemental to and should be read together with the\ndescription of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under "Material\nIncome Tax Consequences--Canadian Taxation" in the accompanying prospectus and a Non-Resident Holder should carefully read\nthat description as well.
This summary is of a general nature only and is not intended to\nbe, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult\nwith their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel's understanding of the Canada Revenue\nAgency's administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered\nto be "participating debt interest" as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be\nsubject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the\nIssuer 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\nconsequences 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\nTax Act.
PS-17
SUPPLEMENTAL\nPLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
CIBCWM will purchase the notes from CIBC at the price to public less\nthe underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers,\nor will offer the notes directly to investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set\nforth on the cover page of this pricing supplement. CIBCWM may receive a commission of up to
CIBCWM is our affiliate, and is deemed to have a conflict of interest\nunder FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of its discretionary\naccounts without the prior written approval of the customer.
We expect to deliver the notes against payment therefor in New York,\nNew York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act\nof 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly\nagree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to one business day before delivery will be required\nto specify alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the\nnotes. In addition, CIBCWM or another of the Bank's affiliates may use this pricing supplement in market-making transactions in\nany notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing supplement is being\nused by CIBCWM in a market-making transaction.
While CIBCWM may make markets in the notes, it is under no obligation\nto do so and may discontinue any market-making activities at any time without notice. The price that it makes available from time to time\nafter the Original Issue Date at which it would be willing to repurchase the notes will generally reflect its estimate of their value.\nThat estimated value will be based upon a variety of factors, including then prevailing market conditions, our creditworthiness and transaction\ncosts. However, for a period of approximately three months after the Trade Date, the price at which CIBCWM may repurchase the notes is\nexpected to be higher than their estimated value at that time. This is because, at the beginning of this period, that price will not include\ncertain costs that were included in the initial issue price, particularly our hedging costs and profits. As the period continues, these\ncosts are expected to be gradually included in the price that CIBCWM would be willing to pay, and the difference between that price and\nCIBCWM's estimate of the value of the notes will decrease over time until the end of this period. After this period, if CIBCWM continues\nto 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\nbid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be identical to the price\nat which CIBCWM would be willing to purchase the notes at that time, and could be lower than CIBCWM's price. See the section titled\n "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\nor its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities\nrelated to the notes. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the\nnotes. As a result, you may experience an immediate and substantial decline in the market value of your notes on the Original Issue Date.
PS-18
THE\nBANK'S ESTIMATED VALUE OF THE NOTES
The Bank's initial estimated value of the notes set forth on\nthe cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income\ndebt component with the same maturity as the notes, valued using our internal funding rate for structured debt described below, and (2) the\nderivative or derivatives underlying the economic terms of the notes. The Bank's initial estimated value does not represent a minimum\nprice 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\ninternal funding rate used in the determination of the Bank's initial estimated value generally represents a discount from the credit\nspreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes\nas well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional\nfixed-rate debt. For additional information, see "Additional Risk Factors--The Bank's initial estimated value of the\nnotes will not be determined by reference to credit spreads for our conventional fixed-rate debt" in this pricing supplement. The\nvalue of the derivative or derivatives underlying the economic terms of the notes is derived from the Bank's or a third party hedge\nprovider's internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative\ninstruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest\nrates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank's initial\nestimated value of the notes will be determined when the terms of the notes are set based on market conditions and other relevant factors\nand assumptions existing at that time. See "Additional Risk Factors--The Bank's initial estimated value does not represent\nfuture values of the notes and may differ from others' estimates" in this pricing supplement.
The Bank's initial estimated value of the notes will be lower\nthan the initial issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the\ninitial issue price of the notes. These costs include the selling commissions paid to CIBCWM and other affiliated or unaffiliated dealers,\nthe projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in\nhedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations\nentails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than\nexpected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations\nunder the notes. See "Additional Risk Factors--The Bank's initial estimated value of the notes will be lower than the\ninitial issue price (price to public) of the notes" in this pricing supplement.
PS-19
</index></index>
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