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Filed Pursuant to Rule 424(b)(2)
Registration
No. 333-257113
The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
|
Subject to Completion, Dated March 13, 2023 Pricing Supplement dated , 2023 (To Prospectus and |
 |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$
Issuer Callable Contingent Coupon Barrier Notes Linked to the Worst Performing of the S&P 500® Index,
the Russell 2000® Index, and the Nasdaq-100 Index® due March 18, 2026
| · | The Issuer Callable Contingent Coupon Barrier Notes (the “notes”) will provide quarterly Contingent Coupon Payments of at least $29.73 per $1,000 principal amount (or at least 2.973% of the principal amount, equivalent to at least 11.892% per annum, to be determined on the Trade Date) until the earlier of maturity or early redemption if, and only if, the Closing Level of the Worst Performing Underlying on the applicable quarterly Coupon Determination Date is greater than or equal to its Coupon Barrier Level (55% of its Initial Level). |
| · | The Bank has the right to redeem the notes, in whole but not in part, on the quarterly Call Payment Dates beginning on June 16, 2023. The Early Redemption Price will be the principal amount plus the applicable Contingent Coupon Payment, if payable. No further amounts will be owed to you. |
| · | If the notes have not been previously redeemed, the Payment at Maturity will depend on the Closing Level of the Worst Performing Underlying on the Final Valuation Date (the “Final Level”) and will be calculated as follows: |
| a. | If the Final Level of the Worst Performing Underlying is greater than or equal to its Principal Barrier Level (55% of its Initial Level): (i) the principal amount plus (ii) the final Contingent Coupon Payment. |
| b. | If the Final Level of the Worst Performing Underlying is less than its Principal Barrier Level: (i) the principal amount plus (ii) the product of the principal amount multiplied by the Percentage Change of the Worst Performing Underlying. In this case, you will lose some or all of the principal amount at maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative. |
| · | 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 payments
on the notes are 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-8 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)(2) | Proceeds to Issuer | |
| Per Note | $1,000.00 | Up to $2.50 | At least $997.50 |
| Total | $ | $ | $ |
| (1) | Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their commissions or selling concessions, the price to public for investors purchasing the notes in these accounts may be between $997.50 and $1,000.00 per note. |
| (2) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a commission of up to $2.50 (0.25%) per $1,000 principal amount of the notes. CIBCWM may use a portion or all of its commission to allow selling concessions to other dealers in connection with the distribution of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-18 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is expected to be at least $960.10 per $1,000 principal amount of the notes, which is expected to be 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 or about March 16, 2023 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 2, 2021 (the “prospectus”), the
prospectus supplement dated September 2, 2021 (the “prospectus supplement”) and the Equity Index Underlying Supplement
dated September 2, 2021 (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. References to “Index”
in the underlying supplement will be references to “Underlying.”
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):
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 worst performing of the S&P 500® Index (Bloomberg ticker: SPX) (the “SPX”), the Russell 2000® Index (Bloomberg ticker: RTY) (the “RTY”), and the Nasdaq-100 Index® (Bloomberg ticker “NDX”) (the “NDX”) (each, an “Underlying” and together, the “Underlyings”) |
| Principal Amount: | $1,000 per note |
| Aggregate Principal Amount: | $ |
| Term: | Approximately three years, unless previously redeemed |
| Trade Date: | Expected to be March 13, 2023 |
| Original Issue Date: | Expected to be March 16, 2023 (to be determined on the Trade Date and expected to be the third scheduled Business Day after the Trade Date) |
| Final Valuation Date: | Expected to be March 13, 2026, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Indices” in the underlying supplement. |
| Maturity Date: | Expected to be March 18, 2026. The Maturity Date is subject to the Optional Early Redemption and may be postponed as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
|
Contingent Coupon Payment:
|
On each Coupon Payment Date, you will receive a Contingent Coupon Payment
If |
| Coupon Barrier Level: | For each Underlying, 55% of its Initial Level (rounded to two decimal places for the SPX and the NDX, and three decimal places for the RTY). |
| Coupon Determination Dates and Coupon Payment Dates: |
Quarterly. Each expected Coupon Determination Date and the corresponding
|
|
| Coupon Determination Dates* | Coupon Payment Dates** | |
| June 13, 2023 | June 16, 2023 | |
| September 13, 2023 | September 18, 2023 | |
| December 13, 2023 | December 18, 2023 | |
| March 13, 2024 | March 18, 2024 | |
| June 13, 2024 | June 18, 2024 | |
| September 13, 2024 | September 18, 2024 | |
| December 13, 2024 | December 18, 2024 | |
| March 13, 2025 | March 18, 2025 | |
| June 13, 2025 | June 18, 2025 | |
| September 15, 2025 | September 18, 2025 | |
| December 15, 2025 | December 18, 2025 | |
|
March 13, 2026 (the Final Valuation Date) |
March 18, 2026 (the Maturity Date) |
|
|
* Each Coupon Determination Date is subject to postponement as described
** |
||
| Optional Early Redemption: |
The Bank has the right to redeem the notes, in whole but not in part,
If the notes are redeemed early, they will cease to be outstanding |
| Early Redemption Price: | The principal amount plus the applicable Contingent Coupon Payment, if payable. |
| Call Payment Dates: | Quarterly. Expected to be the Coupon Payment Dates beginning on June 16, 2023 and ending on December 18, 2025, each 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: |
If the notes have not been previously redeemed, the Payment at Maturity
· If
Principal Amount + Final Contingent Coupon Payment
· If
Principal Amount + (Principal Amount ×
In this case, you will lose some or all of the principal |
| Percentage Change: |
The “Percentage Change” with respect to each Underlying,
Final Level – Initial Level Initial Level |
| Principal Barrier Level: | For each Underlying, 55% of its Initial Level (rounded to two decimal places for the SPX and the NDX, and three decimal places for the RTY). |
| Worst Performing Underlying: | On any Coupon Determination Date, including the Final Valuation Date, the “Worst Performing Underlying” is the Underlying that has the lowest Closing Level on that date as a percentage of its Initial Level. |
| Initial Level: | For each Underlying, its Closing Level on the Trade Date. |
| Final Level: | For each Underlying, its Closing Level on the Final Valuation Date. |
| Calculation Agent: | Canadian Imperial Bank of Commerce. |
| CUSIP/ISIN: | 13607XGM3 / US13607XGM39 |
| 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. |
|
The |
|
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 of any Underlying relative to its Initial Level. We cannot
predict the Closing Level of any Underlying on any Coupon Determination Date, 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 Underlyings 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 Worst Performing Underlying 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 have not been redeemed prior to maturity and are held to maturity, and are calculated excluding any Contingent
Coupon Payments paid prior to maturity. The following table and examples assume the following:
| Principal Amount: | $1,000 |
| Hypothetical Contingent Coupon Payment: |
$29.73 (or 2.973% of the principal amount, equivalent to 11.892% per annum) |
| Hypothetical Initial Level of the Worst Performing Underlying: |
1,000 |
| Hypothetical Principal Barrier Level of the Worst Performing Underlying: |
550 (55% of its Initial Level) |
| Hypothetical Final Level of the Worst Performing Underlying |
Hypothetical Percentage Change of the Worst Performing Underlying |
Hypothetical Payment at Maturity |
Hypothetical Return on the Notes (Excluding Any Contingent Coupon Payments Paid Prior to Maturity) |
| 2,000.00 | 100.00% | $1,029.73(1) | 2.973% |
| 1,750.00 | 75.00% | $1,029.73 | 2.973% |
| 1,500.00 | 50.00% | $1,029.73 | 2.973% |
| 1,000.00(2) | 0.00% | $1,029.73 | 2.973% |
| 800.00 | -20.00% | $1,029.73 | 2.973% |
| 600.00 | -40.00% | $1,029.73 | 2.973% |
| 550.00(3) | -45.00% | $1,029.73 | 2.973% |
| 540.00 | -46.00% | $540.00 | -46.000% |
| 350.00 | -65.00% | $350.00 | -65.000% |
| 100.00 | -90.00% | $100.00 | -90.000% |
| 0.00 | -100.00% | $0.00 | -100.000% |
| (1) | The Payment at Maturity will not exceed the principal amount plus the final Contingent Coupon Payment. |
| (2) | The hypothetical Initial Level of 1,000 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Initial Level of any Underlying. |
| (3) | This is the hypothetical Principal Barrier Level of the Worst Performing Underlying. |
The
following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes
assuming that the notes have not been redeemed prior to maturity and are held to maturity.
Example
1: The Percentage Change of the Worst Performing Underlying Is 50.00%.
Because
the Final Level of the Worst Performing Underlying is greater than or equal to its Principal Barrier Level, the Payment at Maturity
would be $1,029.73 per $1,000 principal amount, calculated as follows:
$1,000 + Final Contingent Coupon Payment
=
$1,000 + ($1,000 × 2.973%)
=
$1,029.73
Example
1 shows that the Payment at Maturity will be fixed at the principal amount plus the final Contingent Coupon Payment when the Final Level
of the Worst Performing Underlying is at or above its Principal Barrier Level, regardless of the extent to which the level of the
Worst Performing Underlying increases.
Example
2: The Percentage Change of the Worst Performing Underlying Is -20.00%.
Because
the Final Level of the Worst Performing Underlying is greater than or equal to its Principal Barrier Level, the Payment at Maturity
would be $1,029.73 per $1,000 principal amount, calculated as follows:
$1,000 + Final Contingent Coupon Payment
=
$1,000 + ($1,000 × 2.973%)
=
$1,029.73
Example
2 shows that the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when the Final Level of
the Worst Performing Underlying is at or above its Principal Barrier Level, although the level of the Worst Performing Underlying
has decreased moderately.
Example
3: The Percentage Change of the Worst Performing Underlying Is -75.00%.
Because the Final Level of the Worst Performing Underlying is less
than its Principal Barrier Level, the Payment at Maturity would be $250.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Percentage Change of the
Worst Performing Underlying)
= $1,000 + ($1,000 × -75.00%)
= $250.00
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease
in the level of the Worst Performing Underlying from its Initial Level if its Final Level is less than its Principal Barrier Level. You
may lose up to 100% of your principal amount at maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative.
These examples illustrate that you will not participate in any appreciation
of any Underlying, but will be fully exposed to a decrease in the Worst Performing Underlying if the notes are not redeemed prior to maturity
and the Final Level of the Worst Performing Underlying is less than its Principal Barrier Level, even if the Final Levels of the other
Underlyings have appreciated or have not declined below their respective Principal Barrier Levels.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be an
appropriate investment for you if:
| · | You believe that the Closing Level of each Underlying will be at or above its Coupon Barrier Level on most or all of the Coupon Determination Dates, and the Final Level of the Worst Performing Underlying will be at or above its Principal Barrier Level. |
| · | You seek an investment with quarterly Contingent Coupon Payments of at least $29.73 per $1,000 principal amount (or at least 2.973% of the principal amount, equivalent to at least 11.892% per annum, to be determined on the Trade Date) until the earlier of maturity or early redemption, if, and only if, the Closing Level of the Worst Performing Underlying on the applicable Coupon Determination Date is greater than or equal to its Coupon Barrier Level. |
| · | You are willing to lose a substantial portion or all of the principal amount of the notes if the notes are not redeemed prior to maturity and the Final Level of the Worst Performing Underlying is less than its Principal Barrier Level. |
| · | You are willing to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount of the notes at maturity. |
| · | You are willing to invest in the notes based on the fact that your maximum potential return is the sum of any Contingent Coupon Payments payable on the notes. |
| · | You are willing to forgo participation in any appreciation of any Underlying. |
| · | You understand that the return on the notes will depend solely on the performance of the Worst Performing Underlying on each Coupon Determination Date and consequently, the notes are riskier than alternative investments linked to only one of the Underlyings or linked to a basket composed of the Underlyings. |
| · | You understand that the notes may be redeemed prior to maturity and that the term of the notes may be as short as approximately three months, or you are otherwise willing to hold the notes to maturity. |
| · | You do not seek certainty of current income over the term of the notes. |
| · | You are willing to forgo dividends or other distributions paid on the securities included in the Underlyings. |
| · | 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 payments under the notes. |
The
notes may not be an appropriate investment for you if:
| · | You believe that the Closing Level of at least one Underlying will be below its Coupon Barrier Level on most or all of the Coupon Determination Dates, and the Final Level of the Worst Performing Underlying will be below its Principal Barrier Level. |
| · | You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return. |
| · | You are unwilling to lose a substantial portion or all of the principal amount of the notes if the notes are not redeemed prior to maturity and the Final Level of the Worst Performing Underlying is less than its Principal Barrier Level. |
| · | You are unwilling to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount of the notes at maturity. |
| · | You seek full payment of the principal amount of the notes at maturity. |
| · | You seek an uncapped return on your investment. |
| · | You seek exposure to the upside performance of any or each Underlying. |
| · | You seek exposure to a basket composed of the Underlyings or a similar investment in which the overall return is based on a blend of the performances of the Underlyings, rather than solely on the Worst Performing Underlying. |
| · | You are unable or unwilling to hold the notes that may be redeemed prior to maturity, or you are otherwise unable or unwilling to hold the notes to maturity. |
| · | You seek certainty of current income over the term of the notes. |
| · | You want to receive dividends or other distributions paid on the securities included in the Underlyings. |
| · | 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 payments 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
If
the notes are not redeemed prior to maturity, you may lose all or a substantial portion of the principal amount of your
notes.
The notes do not guarantee any return of principal. The repayment of
any principal on the notes at maturity depends on the Final Level of the Worst Performing Underlying. The Bank will only repay you the
full principal amount of your notes if the Final Level of the Worst Performing Underlying is greater than or equal to its Principal Barrier
Level. If the Final Level of the Worst Performing Underlying is less than its Principal Barrier Level, you will lose 1% of the principal
amount for each percentage point that the Final Level of the Worst Performing Underlying is less than its Initial Level. You may lose
a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return on the notes could be negative.
The Optional Early Redemption will limit your potential return.
If we elect to redeem the notes prior to maturity, the payment on the
notes on any Call Payment Date will be limited to the principal amount plus the applicable Contingent Coupon Payment, if payable. In addition,
if the notes are redeemed, which may occur as early as the first Coupon Payment Date, the amount of coupon payable on the notes will be
less than the full amount of coupon that would have been payable if the notes had not been redeemed prior to maturity. If the notes are
redeemed, you will lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date to the
Maturity Date, and the total return on the notes could be minimal. Because of the Optional Early Redemption, the term of your investment
in the notes may be limited to a period that is shorter than the original term of the notes and may be as short as approximately three
months. It is more likely that we will redeem the notes prior to maturity to the extent that the Contingent Coupon Payments are likely
to be payable on most or all of the Coupon Payment Dates during the term of the notes. There is no guarantee that you would be able to
reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are redeemed
prior to the Maturity Date.
The notes do not provide for fixed payments
of interest and you may 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 Payment
if, and only if, the Closing Level of the Worst Performing Underlying on the related Coupon Determination Date is greater than
or equal to its Coupon Barrier Level. If the Closing Level of the Worst Performing Underlying on any Coupon Determination Date is less
than its Coupon Barrier Level, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Closing
Level of the Worst Performing Underlying is less than its Coupon Barrier Level on each Coupon Determination Date over the term of the
notes, 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 and your return on 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 the
final Contingent Coupon Payment and any positive return you receive on the notes will be composed solely of the sum of any Contingent
Coupon Payments received prior to and at maturity. You will not participate in any appreciation of any Underlying. Therefore, if the appreciation
of any Underlying exceeds the sum of the Contingent Coupon Payments paid to you, if any, the notes will underperform an investment in
securities linked to that Underlying providing full participation in the appreciation. Accordingly, the return on the notes may be less
than the return would be if you made an investment in securities directly linked to the positive performance of the Underlyings.
Higher Contingent Coupon Payment or lower Principal Barrier Level
are 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 changes
in the level of an Underlying. The greater the expected volatility with respect to an Underlying on the Trade Date, the higher the expectation
as of the Trade Date that the level of the Underlying could close below its Principal Barrier Level on the Final Valuation Date, indicating
a higher expected risk of loss on the notes. This greater expected risk will generally be reflected in a higher Contingent Coupon Payment
than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as a lower Coupon
Barrier Level or a higher Contingent Coupon Payment) than for similar securities linked to the performance of the Underlyings with a lower
expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent Coupon Payment may indicate
an increased risk of loss. Further, a relatively lower Principal Barrier Level may not necessarily indicate that the notes have a greater
likelihood of a repayment of principal at maturity. The volatility of an Underlying can change significantly over the term of the notes.
The level of an Underlying could fall sharply, which could result in a significant loss of principal. You should be willing 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 level of the Underlyings at any time other than the Coupon Determination Dates.
The payments on the notes will be based on the Closing Level of each
Underlying on the Coupon Determination Dates. Therefore, for example, if the Closing Level of an Underlying declined as of a Coupon Determination
Date below its Coupon Barrier Level, the relevant Contingent Coupon Payment will not be payable. Similarly, if the Final Level of the
Worst Performing Underlying declined as of the Final Valuation Date below its Principal Barrier 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 Worst Performing
Underlying prior to the Final Valuation Date. Although the actual level of an Underlying at other times during the term of the notes may
be higher than its Closing Level on a Coupon Determination Date, the payments on the notes will not benefit from the Closing Level of
such Underlying at any time other than the Coupon Determination Dates.
Reference Asset Risks
The notes are subject to the full risks of the Worst Performing
Underlying 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.
If the Worst Performing Underlying performs poorly, you will be negatively affected, even if the other Underlyings perform favorably.
The notes are not linked to a basket composed of the Underlyings, where the better performance of one Underlying could offset the poor
performance of the others. Instead, you are subject to the full risks of the Worst Performing Underlying on each Coupon Determination
Date. As a result, the notes are riskier than an alternative investment linked to only one of the Underlyings or linked to a basket composed
of the Underlyings. You should not invest in the notes unless you understand and are willing to accept the full downside risks of the
Worst Performing Underlying.
The notes will be subject to risks associated
with small-capitalization companies.
The RTY 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 RTY 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 RTY 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.
The notes will be subject to risks associated
with non-U.S. companies.
Some of the equity securities composing the NDX
are issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities, such as the notes,
involve risks associated with the home countries of
the issuers of those non-U.S. equity securities.
The prices of securities in non-U.S. markets may be adversely affected by political, economic, financial and social factors in those countries,
or global regions, including changes in government, economic and fiscal policies and currency exchange laws. All these factors may adversely
affect the level of the NDX, and therefore, the return on the notes.
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 an Underlying or any securities
included in an Underlying 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 an Underlying. 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 any Underlying 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 an Underlying 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 payments 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 affecting an Underlying
has occurred, and make a good faith estimate in its sole discretion of the Closing Level for an affected Underlying if the relevant Coupon
Determination Date is postponed to the last possible day. See “Certain Terms of the Notes—Valuation Dates—For
Notes Where the Reference Asset Consists of Multiple Indices” 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.
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
Payments on the notes are 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 will be lower
than the initial issue price (price to public) of the notes.
The initial issue price of the notes will exceed 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 will be determined by reference to the Bank’s internal pricing models when the terms of the notes are set. This estimated
value will be 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 levels of the Underlyings, 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 will not be
determined 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
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 use 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 would have an adverse effect on the economic terms of the notes,
the initial estimated value of the notes on the Trade Date, and any secondary market prices of the notes. See “The Bank’s
Estimated Value of the Notes” in this pricing supplement.
The notes
will not be listed on any securities exchange and we do not expect a trading market for the notes to develop.
The notes will not be listed on any securities
exchange. Although CIBCWM and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required
to make a market for the notes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect
that any market makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is
likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly,
there may be a limited number of buyers if you decide to sell your notes prior to maturity or early redemption. This may affect the price
you receive upon such sale. Consequently, you should be willing to hold the notes to maturity or early redemption.
INFORMATION
REGARDING THE UNDERLYINGS
The
information below are brief descriptions of each Underlying.We have derived the following information from publicly available documents.
We have not independently verified the accuracy or completeness of the following information. In addition, information about the Underlyings
may be obtained from other sources including, but not limited to, the websites of their sponsors. We are not incorporating by reference
into this pricing supplement the websites or any materials they include. None of us, CIBCWM or any of our other affiliates makes any representation
that such publicly available information regarding the Underlyings is accurate or complete.
The S&P 500® Index
The S&P 500® Index (Bloomberg ticker: “SPX
<Index>”) is calculated, maintained and published by S&P Dow Jones Indices LLC. The SPX consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets.
See
“Index Descriptions—The S&P U.S. Indices” beginning on page S-45 of the accompanying underlying supplement
for additional information about the SPX.
The
Russell 2000® Index
The
Russell 2000® Index (Bloomberg ticker: “RTY <Index>”) is calculated, maintained and published
by FTSE Russell. The RTY is designed to track the performance of the small capitalization segment of the U.S. equity market. The RTY is
a subset of the Russell 3000® Index and represents approximately 10% of the total market capitalization of that index.
The RTY 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 RTY.
The Nasdaq-100 Index®
The Nasdaq-100 Index® (Bloomberg
ticker: “NDX <Index>”) is calculated, maintained and published by Nasdaq, Inc. The NDX includes 100 of the largest
domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The NDX reflects
companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.
See “Index Descriptions—The Nasdaq-100®
Index” beginning on page S-26 of the accompanying underlying supplement for additional information about the NDX.
Historical Performance of the Underlyings
The following graphs set forth daily Closing Levels of the Underlyings
for the period from January 1, 2018 to March 10, 2023. On March 10, 2023, the Closing Level of the SPX was 3,861.59, the
Closing Level of the RTY was 1,772.702, and Closing Level of the NDX was 11,830.28. We obtained the Closing Levels below from Bloomberg
L.P. (“Bloomberg”) without independent verification. The historical performance of an Underlying should not be taken as an
indication of its future performance, and no assurances can be given as to the level of any Underlying at any time during the term of
the notes, including the Coupon Determination Dates. We cannot give you assurance that the performance of the Underlyings will result
in the return of any of your investment.
| Historical Performance of the SPX |
Source: Bloomberg |
| Historical Performance of the RTY |
 |
|
Source: Bloomberg |
| Historical Performance of the NDX |
 |
|
Source: Bloomberg |
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. It applies only to those U.S. Holders
who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
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
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, cash redemption
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. Although the tax treatment of the Contingent Coupon Payments is unclear, we intend to treat any Contingent Coupon Payments,
including on the Maturity Date or upon an early redemption, as ordinary income includible in income by you at the time it accrues or is
received in accordance with your normal method of accounting for U.S. federal income tax purposes.
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.
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, 2025.
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 is a “specified entity” for purposes of the Hybrid Mismatch Proposals, as defined below (a
“Non-Resident Holder”). For these purposes, a “specified shareholder” generally includes a person who (either
alone or together with persons with whom that person is not dealing at arm’s length for the purposes of the Canadian Tax Act) owns
or has the right to acquire or control or is otherwise deemed to own 25% or more of the Issuer’s shares determined on a votes or
fair market value basis, and an entity in respect of which the Issuer is a ”specified entity” generally includes (i) an
entity that is a specified shareholder of the Issuer (as defined above), (ii) an entity in which the Issuer (either alone or together
with entities with whom the Issuer is not dealing at arm’s length for purposes of the Canadian Tax Act) owns or has the right to
acquire or control or is otherwise deemed to own a 25% or greater equity interest, and (iii) an entity in which an entity described
in (i) (either alone or together with entities with whom such entity is not dealing at arm’s length for purposes of the Canadian
Tax Act) owns or has the right to acquire or control or is otherwise deemed to own a 25% or greater equity interest. Special rules which
apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
For greater certainty, this summary takes into account all specific
proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof,
including the proposals released on April 29, 2022 with respect to “hybrid mismatch arrangements” (the “Hybrid
Mismatch Proposals”). 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 proposed paragraph 18.4(3)(b) of
the Canadian Tax Act contained in the Hybrid Mismatch Proposals. Investors should note that the Hybrid Mismatch Proposals are in consultation
form, are highly complex, and there remains significant uncertainty as to their interpretation and application. There can be no assurance
that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.
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 the 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 less
the underwriting discount 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 may receive a commission of up to $2.50 (0.25%) per $1,000 principal amount
of the notes and may use a portion or all of that commission to allow selling concessions to other dealers in connection with the distribution
of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The price to public for
notes purchased by certain fee-based advisory accounts may vary between 99.75% and 100.00% of the principal amount of the notes. Any sale
of a note to a fee-based advisory account at a price to public below 100.00% of the principal amount will reduce the agent’s commission
specified on the cover page of this pricing supplement with respect to such note. The price to public paid by any fee-based advisory
account will be reduced by the amount of any fees assessed by the dealers involved in the sale of the notes to such advisory account but
not by more than 0.25% of the principal amount 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 expect to deliver the notes against payment therefor in New York,
New York on a date that is more than two business days 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 two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days 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 will not be 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 will be determined when the terms of the notes are set based on market conditions and other relevant factors
and assumptions existing at that time. See “Additional Risk Factors—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 will be 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 selling commissions paid to CIBCWM and other affiliated or unaffiliated dealers,
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 will be lower than the
initial issue price (price to public) of the notes” in this pricing supplement.
