CNDIF Canadian Imperial Bank (PK)

The U.S. Federal Tax Consequences of An Investment in the Notes Are Unclear

There is no direct legal authority regarding the proper U.S. federal tax treatment of the notes, and we do not plan to request a ruling from the U.S. Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the notes as prepaid cash-settled derivative contracts. If the IRS were successful in asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the notes might be materially and adversely affected. The U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. See the section of this Pricing Supplement entitled “United States Federal Income Tax Considerations.” Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, including the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. Both U.S. and non-U.S. persons considering an investment in the notes should review carefully the section of this Pricing Supplement entitled “United States Federal Income Tax Considerations” and consult their tax advisers regarding the U.S. federal tax consequences of an investment in the notes (including possible alternative treatments and the issues presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

There Can Be No Assurance that the Canadian Federal Income Tax Consequences of an Investment in the Notes Will Not Change in the Future

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency will not be changed in a manner that adversely affects investors. For a discussion of the Canadian federal income tax consequences of investing in the notes, please read the section of this Pricing Supplement entitled “Certain Canadian Federal Income Tax Considerations” as well as the section entitled “Material Income Tax Consequences — Canadian Taxation” in the accompanying Prospectus. You should consult your tax advisor with respect to your own particular situation.

General Risks

The Notes Are Subject to the Credit Risk of the Bank

Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of the Bank, as issuer of the notes. The notes are our unsecured obligations. As further described in the accompanying Prospectus and Prospectus Supplement, the notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank, except such obligations as may be preferred by operation of law. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. See “Description of Senior Debt Securities — Ranking” in the accompanying Prospectus.

The Inclusion of Dealer Spread and Projected Profit from Hedging in the Initial Issue Price Is Likely to Adversely Affect Secondary Market Prices

Assuming no change in market conditions or any other relevant factors, the price, if any, at which GS&Co. or any other party is willing to purchase the notes at any time in secondary market transactions will likely be significantly lower than the initial issue price, since secondary market prices are likely to exclude underwriting commissions paid with respect to the notes and the cost of hedging our obligations under the notes that are included in the initial issue price. The cost of hedging includes the projected profit that we, our affiliates, GS&Co. or any other third-party who may conduct hedging activities related to the notes, including any dealer in the notes, may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to

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be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by GS&Co. as a result of dealer discounts, mark-ups or other transaction costs. Furthermore, if the dealer from which you purchase notes is to conduct trading and hedging activities for us in connection with the notes, that dealer may profit in connection with such trading and hedging activities and such profit, if any, will be in addition to the compensation that the dealer receives for the sale of the notes to you. You should be aware that the potential to earn a profit in connection with hedging activities may create a further incentive for the dealer to sell the notes to you, in addition to the compensation they would receive for the sale of the notes.

The Bank’s Initial Estimated Value of the Notes at the Time of Pricing (When the Terms of Your Notes Are Set on the Trade Date) Will Be Lower Than the Initial Issue Price of the Notes

The Bank’s initial estimated value of the notes is only an estimate. The initial issue price of the notes will exceed the Bank’s initial estimated value. The difference between the initial issue price of the notes and the Bank’s initial estimated value reflects costs associated with selling and structuring the notes, as well as hedging its obligations under the notes with a third party.

Neither the Bank’s nor GS&Co.’s Estimated Value of the Notes at Any Time Is Determined by Reference to Credit Spreads or the Borrowing Rate the Bank Would Pay for Its Conventional Fixed-Rate Debt Securities

The Bank’s initial estimated value of the notes and GS&Co.’s estimated value of the notes at any time are determined by reference to the Bank’s internal funding rate. The internal funding rate used in the determination of the estimated value of the notes generally represents a discount from the credit spreads for the Bank’s conventional fixed-rate debt securities and the borrowing rate the Bank would pay for its conventional fixed-rate debt securities. This discount is based on, among other things, the Bank’s 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 the Bank’s conventional fixed-rate debt securities. If the interest rate implied by the credit spreads for the Bank’s conventional fixed-rate debt securities or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities were to be used, the Bank would expect the economic terms of the notes to be more favorable to you. Consequently, the use of an internal funding rate for the notes increases the estimated value of the notes at any time and has an adverse effect on the economic terms of the notes.

The Bank’s Initial Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ From Others’ (Including GS&Co.’s) Estimates

The Bank’s initial estimated value of the notes is determined by reference to its internal pricing models when the terms of the notes are set. These pricing models consider certain factors, such as the Bank’s internal funding rate on the trade date, the expected term of the notes, market conditions and other relevant factors existing at that time, and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions (including the pricing models and assumptions used by GS&Co.) could provide valuations for the notes that are different, and perhaps materially lower, from the Bank’s initial estimated value. Therefore, the price at which GS&Co. or any other party would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do) may be materially lower 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.

The Price at Which GS&Co. Would Buy Or Sell Your Notes (If GS&Co. Makes a Market, Which It Is Not Obligated To Do) Will Be Based on GS&Co.’s Estimated Value of Your Notes

GS&Co.’s estimated value of the notes is determined by reference to its pricing models and takes into account the Bank’s internal funding rate. The price at which GS&Co. would initially buy or sell your notes in the secondary market (if GS&Co. makes a market, which it is not obligated to do) exceeds GS&Co.’s estimated value of your notes at the time of pricing. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Additional Information Regarding Estimated Value of the Notes” above) will decline to zero on a straight line basis over the period from the trade date through the applicable date set forth above under “Additional Information Regarding Estimated Value of the Notes” above. Thereafter, if GS&Co. buys or sells your notes, it will do so at prices that reflect the estimated value determined by reference to GS&Co.’s pricing models at that time. The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. If GS&Co. calculated its estimated value of your notes by reference to the Bank’s credit spreads or the borrowing rate the Bank would pay for its conventional fixed-rate debt securities (as opposed to the Bank’s internal funding rate), the price at which GS&Co. would buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do) could be significantly lower.

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GS&Co.’s pricing models consider certain variables, including principally the Bank’s internal funding rate, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to GS&Co.’s models, taking into account the Bank’s internal funding rate, due to, among other things, any differences in pricing models or assumptions used by others. See “—The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” below.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in the Bank’s creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus GS&Co.’s then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.

There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “—The Notes Will Not Be Listed on Any Securities Exchange and Your Notes May Not Have an Active Trading Market” below.

The Notes Will Not Be Listed on Any Securities Exchange and Your Notes May Not Have an Active Trading Market

Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market could be substantial.

The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market before the maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:

These factors will influence the price you will receive if you sell your notes before maturity, including the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive less than the principal amount of your notes.

You cannot predict future changes in the underlier level based on historical changes in the level of the underlier.  The actual changes in the level of the underlier over the life of the notes, as well as the amount payable on the maturity date, may bear little or no relation to the historical levels of the underlier or to the hypothetical return examples shown elsewhere in this Pricing Supplement.

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If the Level of the Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner

The price of your notes may move differently than the performance of the underlier. Changes in the underlier level may not result in a comparable change in the market value of your notes. We discuss some of the reasons for this disparity under “— The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” above.

There Is No Assurance That the Investment View Implicit In the Notes Will Be Successful

It is impossible to predict with certainty whether and the extent to which the level of the underlier or the price of any underlier commodity will rise or fall. There can be no assurance that the level of the underlier will rise above the initial underlier level. The final underlier level may be influenced by complex and interrelated political, economic, financial and other factors that affect the price of an underlier commodity. You should be willing to accept the risks of an investment in commodity futures contracts generally and the risk of losing some or all of your initial investment.

Furthermore, we cannot give you any assurance that the future performance of the underlier or any underlier commodity will result in your receiving an amount greater than or equal to the principal amount of your notes. Certain periods of historical performance of the underlier or an underlier commodity would have resulted in you receiving less than the principal amount of your notes if you had owned notes with terms similar to these notes in the past. See “The Underlier” in this Pricing Supplement for further information regarding the historical performance of the underlier.

Other Investors in the Notes May Not Have the Same Interests as You

Other investors in the notes are not required to take into account the interests of any other investor in exercising remedies or voting or other rights in their capacity as securityholders or in making requests or recommendations to CIBC as to the establishment of other transaction terms. The interests of other investors may, in some circumstances, be adverse to your interests. For example, certain investors may take short positions (directly or indirectly through derivative transactions) on assets that are the same or similar to your notes or the underlier or underlier commodities, directly or indirectly, which may adversely impact the market for or value of your notes.

We May Sell an Additional Aggregate Principal Amount of the Notes at a Different Issue Price

At our sole option, we may decide to sell an additional aggregate principal amount of the notes subsequent to the trade date. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the initial issue price you paid as provided on the cover of this Pricing Supplement.

If You Purchase Your Notes at a Premium to the Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected

The cash settlement amount will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the principal amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal amount or a discount to the principal amount. In addition, the impact of the buffer level and the cap level on the return on your investment will depend upon the price you pay for your notes relative to the principal amount. For example, if you purchase your notes at a premium to the principal amount, the cap level will only permit a lower positive return on your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount. Similarly, if the final underlier level is less than the buffer level, you will incur a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount.

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The Calculation Agent Can Postpone the Determination Date If a Non-Trading Day Occurs and Can Postpone the Determination Date If a Market Disruption Event Occurs or Is Continuing

If the calculation agent determines that any day that is scheduled to be the determination date is not a trading day, the determination date will be postponed as set forth under “Additional Terms of the Notes — Consequences of a Non-Trading Day or a Market Disruption Event” above. If the calculation agent determines that a market disruption event with respect to the underlier has occurred or is continuing on any day that is the originally scheduled or adjusted determination date, such originally scheduled or adjusted determination date will be postponed as set forth under “Additional Terms of the Notes — Consequences of a Non-Trading Day or a Market Disruption Event” above.

As a result of any of the foregoing, the stated maturity date may also be postponed, as described under “Summary Information — Key Terms — Stated maturity date” and “Additional Terms of the Notes — Consequences of a Non-Trading Day or a Market Disruption Event” above. In such a case, you may not receive the cash payment, if any, that we are obligated to deliver on the stated maturity date until several days after the originally scheduled stated maturity date. Moreover, if the closing level of the underlier is not available on the determination date because of a non-trading day, a market disruption event or for any other reason (except as described under “Additional Terms of the Notes — Discontinuance or Modification of an Underlier” above), in certain circumstances, the calculation agent will determine the underlier level in accordance with the procedure described under “Additional Terms of the Notes — Consequences of a Non-Trading Day or a Market Disruption Event” above.

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THE UNDERLIER

We have derived all information contained in this Pricing Supplement regarding the underlier, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information, and we have not participated in the preparation of, or verified, such publicly available information. Such information reflects the policies of, and is subject to change by, the S&P. The underlier was developed, and is calculated, maintained and published by S&P.

The S&P GSCI^® Excess Return Index, which we also refer to in this description as the “index”:

The index is designed to track a basket of commodity futures contracts on physical commodities that satisfy specified criteria and to be a measure of the performance of the markets for these commodities. The index represents the return of a portfolio of commodity futures contracts that are rolled forward each month during a designated roll period, which generally keeps investment in the nearby futures contract months. The index is calculated primarily on a world production-weighted basis and limits eligible contracts to those with adequate liquidity. There is no limit on the number of contracts that may be included in the S&P GSCI^® Excess Return Index.

Neither we nor any of our affiliates made any due diligence inquiry with respect to the S&P GSCI^® Excess Return Index or make any representation that any public information regarding the S&P GSCI^® Excess Return Index or S&P Dow Jones Indices is accurate or complete.

Although GS&Co. initially developed the S&P GSCI^® Excess Return Index, the S&P GSCI^® Excess Return Index is not owned, endorsed, or approved by or associated with GS&Co. or its affiliated companies. You, as an investor in your notes, should make your own investigation into the S&P GSCI^® Excess Return Index. Additional information about the index may be obtained from the following website: spglobal.com/spdji/en/indices/commodities/sp-gsci/#overview. We are not incorporating by reference the website or any material it includes in this pricing supplement.

Composition of the S&P GSCI^® Excess Return Index

Contract Eligibility

In order to be included in the S&P GSCI^® Excess Return Index, a contract must satisfy the following eligibility criteria:

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roll periods. A “contract expiration” means a date or term specified by the trading facility on or through which a contract is traded, during or after which such contract will expire, or delivery or settlement will occur.

Moreover, a contract considered for the S&P GSCI^® Excess Return Index must be:

The official settlement price provided by the exchange (referred to as the “daily contract reference price”) for such contract generally must have been available on a continuous basis for at least two years prior to the proposed date of inclusion of the contract in the S&P GSCI^® Excess Return Index.

For a contract to be eligible for inclusion in the S&P GSCI^® Excess Return Index, volume data with respect to such contract must be available for at least the three months immediately preceding the date on which the determination is made.

In order for a contract to be included in the S&P GSCI^® Excess Return Index, it must meet certain “total dollar value trading” requirements, which is a measure of the total annualized quantity of such contract traded over a specified period expressed in physical units. The requirements differ depending on whether or not a contract is already included in the S&P GSCI^® Excess Return Index at the time constituents are being reviewed by S&P Dow Jones Indices.

A contract already included in the S&P GSCI^® Excess Return Index at the time constituents are being reviewed by S&P Dow Jones Indices:

A contract being considered for new inclusion in the S&P GSCI^® Excess Return Index by S&P Dow Jones Indices:

Determination of Number of Contracts

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If two or more contracts on the same commodity satisfy the eligibility criteria, and the portion of the S&P GSCI^® Excess Return Index attributable to that commodity does not exceed an applicable threshold, the additional contracts are included in the S&P GSCI^® Excess Return Index in the order of their respective total quantity traded during the relevant period, with the contract having the highest total quantity traded being included first. No further contracts on a commodity will be included if the inclusion would result in the portion of the S&P GSCI^® Excess Return Index attributable to such commodity exceeding the applicable threshold.

If additional contracts could be included with respect to several commodities at the same time, that procedure is first applied with respect to the commodity that has the smallest portion of the S&P GSCI^® Excess Return Index attributable to it at the time of determination. Subject to the other eligibility criteria set forth above, the contract with the highest total quantity traded on such commodity will be included. Before any additional contracts on the same commodity or on any other commodity are included, the portion of the S&P GSCI^® Excess Return Index is recalculated. The selection procedure described above is then repeated with respect to the contracts on the commodity that then has the smallest portion of the S&P GSCI^® Excess Return Index.

The 24 contracts currently included in the S&P GSCI^® Excess Return Index are each futures contracts traded on the New York Mercantile Exchange, Inc. (“NYM”), the InterContinental Exchange (“ICE”), the Chicago Mercantile Exchange (“CME”), the Chicago Board of Trade (“CBT”), the Kansas City Board of Trade (“KBT”), the Commodities Exchange Inc. (“CMX”) and the London Metal Exchange (“LME”). The following table sets forth the futures contracts currently included in the S&P GSCI^® Excess Return Index, the exchanges on which they are traded and their contract production weights for 2023.

Calculation of the S&P GSCI^® Excess Return Index

On any S&P GSCI^® Excess Return Index business day, the level of the S&P GSCI^® Excess Return Index is equal to the product of (i) the level of the S&P GSCI^® Excess Return Index on the preceding S&P GSCI^® Excess Return Index business day and (ii) one plus the contract daily return (described below) on the S&P GSCI^® Excess Return Index business day on which the calculation is made. The result of the foregoing calculation is then rounded to seven digits for precision. The term “S&P GSCI^® Excess Return Index business day” means a day on which the S&P GSCI^® Excess Return Index is calculated, as determined by the NYSE Euronext Holiday & Hours schedule.

Contract Daily Return

On any S&P GSCI^® Excess Return Index business day, the contract daily return is equal to the total dollar weight (described below) on such day divided by the total dollar weight on the preceding S&P GSCI^® Excess Return Index business day minus one.

Total Dollar Weight

The total dollar weight of the S&P GSCI^® Excess Return Index on any S&P GSCI^® Excess Return Index business day is equal to the sum of the dollar weights of all futures contract months. The dollar weight of a designated contract not during a roll period is equal to:

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The futures contracts that comprise the S&P GSCI^® Excess Return Index must be liquidated or rolled forward into more distant contract expirations as they approach expiration. A “roll period” means the period of five S&P GSCI^® Excess Return Index business days beginning on the fifth and ending on the ninth S&P GSCI^® Excess Return Index business day of each calendar month when futures contracts that are closest to expiration (the “first nearby contract expiration”) are liquidated and replaced with futures contracts that are the next closest to expiration (the “roll contract expiration”). The “contract roll weight” is a measure of how much of the weight of the first nearby contract expiration has been shifted to the roll contract expiration.

The dollar weight of a designated contract during a roll period is equal to:

provided that for roll periods in which a re-weighting is implemented, (A) the first nearby contract expiration and the roll contract expiration could have different contract production weights and (B) the product of (i) above is also multiplied by the quotient of the new normalizing constant divided by the old normalizing constant. The “normalizing constant” is a divisor used to ensure the continuity of the S&P GSCI^® Excess Return Index over time and is determined each time the composition of the S&P GSCI^® Excess Return Index is re-weighted pursuant to the index methodology.

Adjustment of Roll Period

On any S&P GSCI^® Excess Return Index business day, the occurrence of either of the following circumstances will result in an adjustment of the designated roll weights during the designated roll period according to the procedure set forth below:

If either of the above events occur, the portion of the roll that would otherwise have taken place on that S&P GSCI^® Excess Return Index business day will take place on the next S&P GSCI^® Excess Return Index business day whereby none of the circumstances identified take place.

If a disruption is approaching the last trading day of a contract expiration, the index committee will convene to determine the appropriate course of action, which may include guidance from the relevant exchange.

Contract Production Weights

The S&P GSCI^® Excess Return Index is a production-weighted index, and S&P Dow Jones Indices ascertains the quantity of each designated contract to be included in the S&P GSCI^® Excess Return Index, which is referred to as the contract production weight. In calculating the contract production weight of each designated contract, the world production average of each underlying commodity is allocated to the corresponding designated contracts that can best support liquidity. The calculation of the contract production weights of the designated contracts involves a four-step process: (1) determination of the world production quantity (described below) of each underlying commodity, (2) determination of the world production average (described below) of each underlying commodity over the relevant five-year period (described below), (3) calculation of the contract production weight based on the designated contract's percentage of the total quantity traded, and (4) certain adjustments to the contract production weights.

(1) World Production Quantities and Averages

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The world production quantity of each underlying commodity is the five-year sum of the total world production over the relevant five-year period, and an average is calculated over the five-year period to determine the world production average. The data is reported on a three-year lag.

S&P Dow Jones Indices will generally use the same sources of information used to determine the contract production weights for or during the immediately preceding year. If such sources are not reasonably available or do not contain the necessary information, or if S&P Dow Jones Indices determines the information included in any such sources is inaccurate, unreliable or contains an obvious and indisputable error, S&P Dow Jones Indices will identify alternative sources of information. However, if a commodity is primarily a regional commodity, based on its production, use, pricing, transportation or other factors, S&P Dow Jones Indices, in consultation with the S&P GSCI^® Excess Return Index Committee, may calculate the weight of such commodity based on regional, rather than world, production data. At present, natural gas is the only commodity the weight of which is calculated on the basis of regional production data, with the relevant region being North America.

(2) Calculation of World Production Averages

The world production averages of each underlying commodity is equal to its world production quantity over the relevant five-year period, divided by five. The world production average is simply the average annual production amount of the underlying commodity based on the world production quantity over a five-year period.

(3) Calculation of Contract Production Weights

In calculating the contract production weight of each designated contract on a particular underlying commodity, the world production average of such underlying commodity is allocated to those designated contracts that can best support liquidity.

With respect to each designated contract, the contract production weight is equal to (a) (i) if there is only one designated contract on the underlying commodity, one (1), and (ii) if there is more than one designated contract on the underlying commodity, the percentage of the total quantity traded of the underlying commodity over the 12-month period ending on August 31st of the immediately preceding year that is traded pursuant to the designated contract, multiplied by (b) the world production average of the underlying commodity, and divided by (c) 1,000,000.

(4) Adjustments to the Contract Production Weights

Contract production weights may be adjusted to ensure that the contract production weight of each designated contract on the underlying commodity is at a level sufficient to support trading activity in the S&P GSCI^® Excess Return Index, but not disproportionately high. The final contract production weights are rounded to seven digits of precision. The new contract production weights are implemented during the designated January roll period.

Index Maintenance

S&P Dow Jones Indices, in consultation with the S&P GSCI^® Excess Return Index Committee, determines whether modifications in the selection criteria or the methodology for determining the composition and weights of and for calculating the S&P GSCI^® Excess Return Index are necessary or appropriate in order to assure that the S&P GSCI^® Excess Return Index represents a measure of commodity market performance and the tradability of the S&P GSCI^® Excess Return Index. S&P Dow Jones Indices has the discretion to make any such modifications, in consultation with the S&P GSCI^® Excess Return Index Committee.

The composition of the S&P GSCI^® Excess Return Index is reviewed on a quarterly basis by S&P Dow Jones Indices.

Identification of Designated Contract Expirations

Because the S&P GSCI^® Excess Return Index is comprised of actively traded contracts with scheduled expirations, it can only be calculated by reference to the prices of contracts for specified expiration, delivery or settlement periods, referred to as “contract expirations”. The contract expirations included in the S&P GSCI^® Excess Return Index during a given year are designated by S&P Dow Jones Indices, in consultation with the S&P GSCI^® Excess Return Index

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Committee, provided that each such futures contract must be a contract actively trading from a designated commodity exchange or approved pricing source. If a trading facility deletes a futures contract month, the futures contract month will be deleted from the S&P GSCI^® Excess Return Index for the remainder of the year. The S&P GSCI^® Excess Return Index will be calculated based on the remaining futures contract months for the rest of the year designated by S&P Dow Jones Indices. If an exchange ceases trading in all futures contract months relating to a particular contract, S&P Dow Jones Indices may designate a replacement contract on the commodity. The replacement contract must satisfy the eligibility criteria for inclusion in the S&P GSCI^® Excess Return Index. Any replacement will be effected during the next monthly roll period.

The S&P GSCI^® Excess Return Index Committee

S&P Dow Jones Indices has established the S&P GSCI^® Excess Return Index Committee to oversee the daily management and operations of the S&P GSCI^® Excess Return Index, and to be responsible for all analytical methods and calculation in the S&P GSCI^® Excess Return Index. The S&P GSCI^® Excess Return Index Committee is comprised of full-time professional members of S&P Dow Jones Indices staff. At each meeting, the S&P GSCI^® Excess Return Index Committee reviews any issues that may affect the components of the S&P GSCI^® Excess Return Index, statistics comparing its composition to the market, commodities being considered for addition to the S&P GSCI^® Excess Return Index and any significant market events. In addition, the S&P GSCI^® Excess Return Index Committee may revise index policy covering rules for selecting commodities, or other matters. S&P Dow Jones Indices considers information about changes to the indices and related matters to be potentially market moving and material. Therefore, all S&P GSCI^® Excess Return Index Committee discussions are confidential.

Questions and Answers

The following is a non-exhaustive list of certain questions and answers relating to the underlier and the notes. For further discussion of these and other issues, you should read the section entitled “Additional Risk Factors Specific To Your Notes” starting on page PRS-11 in this Pricing Supplement and the section entitled “Risk Factors” in the accompanying Prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the notes.

Because the notes are linked to a single-commodity index, they carry greater risk and may be more volatile than a security linked to the prices of multiple commodities or a broad-based commodity index. The underlier may be highly volatile, and we can give you no assurance that the volatility will lessen.

What does the underlier track?

The underlier for your notes, i.e., the S&P GSCI^® Excess Return Index, is a world production-weighted index that is designed to reflect the relative significance of principal non-financial commodities (i.e., physical commodities) in the world economy. The underlier tracks the performance of a weighted basket of contracts on certain physical commodities. The level of the underlier goes up or down depending on the overall performance of this weighted basket of futures contracts.

Although the underlier tracks the performance of the commodity markets in a manner generally similar to the way in which an underlier of equity securities tracks the performance of the stock market, there are important differences between a commodity index and an equity index. First, an equity index typically weights the stocks in the index based on market capitalization, a concept that has no applicability to a commodity index. In contrast, the commodities included in the underlier are weighted based on their world production levels and the dollar value of those levels. Second, unlike stocks, futures contracts expire periodically and, in order to maintain an investment in futures contracts, it is necessary to liquidate such futures contracts before they expire and establish positions in longer-dated futures contracts. This feature of the underlier, which is discussed above, has important implications for changes in the value of the underlier.

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What is a futures contract?

A futures contract is an agreement either to buy or sell a set amount of a physical commodity at a predetermined price and delivery period (which is generally referred to as “delivery month”), or to make and receive a cash payment based on changes in the price of the commodity. Generally speaking, the return on an investment in futures contracts is correlated with, but different from, the return on buying and holding physical commodities. The underlier currently is comprised solely of futures contracts on physical commodities traded on regulated futures trading facilities. However, it is possible that the underlier will in the future include swaps or other derivatives that are cleared through a centralized clearing house.

Why do certain commodities indices track futures contracts and not physical commodities?

While holding an inventory of physical commodities may have certain economic benefits (for example, a refinery could use a reserve of crude oil for the continuation of its operations), it also poses administrative burdens and costs, including those arising from the need to store or transport physical commodities. These requirements and costs may prove unattractive to investors who are interested solely in the price movement of commodities. Futures contracts permit an investor to obtain exposure to the prices of commodities without directly incurring these requirements and costs. However, an investor in futures contracts, or in an index of futures contracts, can be indirectly exposed to these costs, which may be reflected in the prices of the futures contracts and, therefore, in the underlier level. In addition, the fact that futures contracts have publicly available prices allows calculation of an index based on these prices. The use of futures contracts, therefore, allows the underlier to separate the exposure to price changes from the ownership of the underlying physical commodity, and thus allow participation in the upside and downside movement of commodity prices independently of the physical commodity itself.

How is the basket of futures contracts weighted?

The basket of futures contracts that the underlier tracks is production-weighted, which means that the weight of each futures contract included in the underlier is determined by the average quantity of global production of the underlying physical commodity and its dollar value in the last five years of available data.

Can the contract included in the underlier be changed over time?

In order for a futures contract to be included in the underlier for the first time or to remain in the underlier, such contract and its underlying physical commodity must satisfy predetermined criteria, e.g., denomination, duration until expiry, availability of contracts to be rolled into, location of the primary trading facility, accessibility to market participants, trading history, trading volume and minimum weight in the basket, as discussed in the section “The Underlier.” The underlier sponsor performs monthly and annual calculations to determine whether the constituent contracts meet such thresholds. If, at the time of an annual review, certain contracts that are included in the underlier fail to satisfy the criteria and/or certain contracts that have not been included in the underlier satisfy such criteria, the composition of the underlier will generally be changed. If, at the time of the monthly review between annual reviews, certain contracts that are included in the underlier cease to satisfy the specified criteria, certain contracts might drop out of the underlier, which will in turn result in a re-weighting of the underlier. Any such changes may impact the underlier, and therefore your notes. For further information with respect to changes in the composition of the underlier, refer to sections “Additional Risk Factors Specific to Your Notes” and “The Underlier” above.

If the price of the underlying physical commodities goes up, will the underlier level, therefore, also go up?

Not necessarily, for two reasons:

First, your notes are linked to the performance of the underlier, which in turn tracks the performance of the basket of futures contracts included in the underlier, rather than individual physical commodities themselves. Changes in the prices of futures contracts should generally track changes in the prices of the underlying physical commodities, but, as described above under “— Why do certain commodities indices track futures contracts and not physical commodities?”, the prices of futures contracts might from time to time move in ways or to an extent that differ from movements in physical commodity prices. Therefore, you may observe prices of a particular commodity going up and the underlier level not changing in the same way.

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Second, because futures contracts have expiration dates – i.e., dates upon which trading of the futures contract ceases, there are certain adjustments that need to be made to the underlier in order to retain an investment position in the futures contracts. These adjustments, which are described below and primarily include the mechanic of “rolling,” may have a positive or negative effect on the level of the underlier. As a result, these adjustments may, in certain instances, cause a discrepancy between the performance of the underlier and the performance of the underlying futures contracts.

What does “rolling” a futures contract mean?

Since any futures contract has a predetermined expiration date on which trading of the futures contract ceases, holding a futures contract until expiration will result in delivery of the underlying physical commodity or the requirement to make or receive a cash settlement. “Rolling” the futures contracts, i.e., (i) selling near-dated (i.e., futures contracts that are nearing expiration) futures contracts before they expire and (ii) buying longer-dated contracts (i.e., futures contracts that have an expiration date further in the future), allows an investor to maintain an investment position in commodities without receiving delivery of physical commodities or making or receiving a cash settlement.

The underlier replicates an actual investment in futures contracts, and therefore takes into account the need to roll the futures contracts included in the underlier, and reflects the effects of this rolling. Specifically, as a futures contract included in the underlier approaches expiration, the underlier is calculated as if the futures contract in the lead delivery month is sold and the proceeds of that sale are used to purchase a futures contract of equivalent value in the next delivery month designated pursuant to the underlier methodology. If the price of the designated futures contract is lower than the price of the futures contract then included in the underlier, the “rolling” process results in a greater quantity of the second futures contract being acquired for the same value.

Conversely, if the price of the designated futures contract is higher than the price of the contract then included in the underlier, the “rolling” process results in a smaller quantity of the designated futures contract being acquired for the same value.

What do “contango” and “backwardation” mean?

When the price of a near-dated futures contract is greater than that of a longer-dated futures contract, the market for such contracts is referred to as in “backwardation”. On the other hand, the market is referred to as in “contango” when the price of a near-dated futures contract is less than that of a longer-dated futures contract. “Rolling” futures contracts in a backwardation or contango market can affect the level of the underlier.

How does rolling affect the level of the underlier?

“Rolling” can affect the underlier in the following two ways:

First, if, as described above under “What does “rolling” a futures contract mean?” above, the underlier theoretically owns more futures contracts as a result of the rolling process (albeit at a lower price), the gain or loss on the new position for a given movement in the prices of the futures contracts will be greater than if the underlier had owned the same number of futures contracts as before the rolling process. Conversely, if the underlier theoretically owns fewer futures contracts as a result of the rolling process (albeit at a higher price), the gain or loss on the new position for a given movement in the prices of the futures contracts will be less than if the underlier had owned the same number of futures contracts as before the rolling process. Therefore, these differentials in the quantities of contracts sold and purchased may have a positive or negative effect on the level of the underlier (measured on the basis of its dollar value).

Second, the underlier theoretically sells a near-dated futures contract when it gets close to expiry and buys the longer-dated futures contract. In a contango market, longer-dated futures contracts are at higher prices than the near-dated futures contracts. In the absence of significant market changes, the prices of the longer-dated futures contracts which the underlier theoretically buys and holds are expected to (but may not) decrease over time as they near expiry. This expected decrease in price of these longer-dated futures contracts as they near expiry can potentially cause the level of the underlier to decrease. In a backwardation market, where the prices of near-dated futures contracts are greater than the prices of longer-dated futures contracts, the price of longer-dated futures contracts which the underlier

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theoretically buys and holds are expected to (but may not) increase as they near expiry. However, there are a number of different factors affecting the underlier level (as described below in “What factors affect the calculation of the level of the underlier other than rolling?”).

Does the underlier have a total return feature?

No. The return on your notes is based on the performance of the underlier, which reflects the price return and roll yield of the futures contract included in the underlier. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those returns, would also reflect interest that could be earned on a hypothetical fully-collateralized investment. The underlier and, therefore, the return on your notes will not include such a total return feature or interest component.

How else are the effects of rolling mitigated?

Because the underlier is diversified across underlying commodity investments, it is probable that underlying commodities will present varying market conditions, with some commodities generally being in contango and others generally being in backwardation. This diversification may help to offset the risk losses and gains attributable to rolling. Additionally, any losses or gains attributable to rolling may be offset by price movements in the underlying commodity.

What factors affect the calculation of the level of the underlier other than rolling?

The value of the underlier on any day is determined by making certain adjustments to the value of the underlier on the immediately preceding day, based mainly on the performance of the futures contracts. The factors affecting the scale of such adjustment, other than the effect of the rolling of the futures contracts, are: (i) the price of the futures contracts included in the underlier and (ii) the production-weight of each futures contract in the underlier.

The price of the futures contracts reported by the relevant trading facilities expose the underlier to price volatility. The production weight of each contract in the underlier will be determined annually based on the global production of the underlying physical commodity, and adjusted as described above.

Can we assume any of such factors will have a direct effect on the level of the underlier?

These factors are interrelated in complex ways and affect the performance of the futures contracts comprising the underlier and, therefore, may offset each other in calculation of the level of the underlier. For example, a negative price performance in a contract with a larger production weight may completely eliminate a positive price performance in a contract with a smaller production weight. Therefore, you should not assume any one of these factors, the effect of rolling or any other factors (e.g., the positive price movement of any underlying physical commodity) will have a direct and linear effect on the performance of the futures contracts and the level of the underlier at any given time. The level of the underlier, and therefore the amount payable on your notes, may decline even when one or more of these factors is favorable for the reasons explained in these questions and answers.

Where can additional information on the underlier be obtained?

For information about recent levels of the underlier, please read the subsection entitled “Historical Information” above. For further explanation on the underlier methodologies of the underlier for your notes and the S&P GSCI^® Excess Return Index, please refer to the section “The Underlier” above.

Additional information about the underlier may be obtained from other sources including, but not limited to, the underlier sponsor’s website. We are not incorporating by reference into this document the website or any material it includes. Neither the issuer, the guarantor nor the agent makes any representation that such publicly available information regarding the underlier is accurate or complete.

License Agreement

We and S&P will enter into a non-transferable, non-exclusive license agreement providing for the sublicense to us, in exchange for a fee, of the right to use the S&P GSCI^® Excess Return Index in connection with the issuance of the notes.

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“Standard & Poor’s^®,” “S&P^®” and “S&P GSCI^®” are trademarks of Standard & Poor’s Financial Services LLC; Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by S&P and sublicensed for certain purposes by CIBC.

The notes are not sponsored, endorsed, sold or promoted by S&P or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the S&P GSCI^® Excess Return Index to track general stock market performance. S&P’s and its third party licensors’ only relationship to the Bank is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P GSCI^® Excess Return Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Bank or the notes. S&P and its third party licensors have no obligation to take the needs of the Bank or the owners of the notes into consideration in determining, composing or calculating the S&P GSCI^® Excess Return Index. Neither S&P nor its third party licensors are responsible for and has not participated in the determination of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the notes.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P GSCI® EXCESS RETURN INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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Historical Closing Levels of the Underlier

The closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical levels of the underlier as an indication of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier or any underlier commodity will result in your receiving an amount greater than the outstanding principal amount of your notes on the stated maturity date.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. Before investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this Pricing Supplement and the date of your purchase of the offered notes. The actual performance of the underlier over the life of the offered notes, as well as the cash settlement amount, may bear little relation to the historical closing levels shown below.

The graph below shows the daily historical closing levels of the underlier from March 9, 2013 through March 9, 2023. On March 9, 2023, the closing level of the underlier was 292.4388. We obtained the closing levels in the graph below from Bloomberg Financial Services, without independent verification.

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