# U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40 - F

[Check One]
| | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended October 31, 2025 Commission File Number: 1 - 14678

**CANADIAN IMPERIAL BANK OF COMMERCE**
(Exact name of registrant as specified in its charter)

| **Canada** | **6029** | **13-1942440** |
| :--- | :--- | :--- |
| (Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |

81 Bay Street
CIBC Square
Toronto, Ontario
Canada, M5J 0E7
(416) 980-3096
(Address and telephone number of registrant's principal executive offices)

**Achilles M. Perry**
Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)
Canadian Imperial Bank of Commerce
300 Madison Avenue, 6th Floor
New York, New York, 10017
(212) 667-8316
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

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Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act").

| Title of each class | Trading Symbol | Name of each exchange on which registered |
| :--- | :--- | :--- |
| Common Shares | CM | New York Stock Exchange |

Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act.

Not Applicable (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act.

Debt Securities (Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

|X| Annual Information Form | X Audited annual financial statements |

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares 926,610,598

Class A Preferred Shares:

| Series | Shares Outstanding |
| :--- | :--- |
| Series 47 | 18,000,000 |
| Series 54 | 750,000¹ |
| Series 55 | 800,000¹ |
| Series 56 | 600,000 |
| Series 57 | 500,000 |
| Series 58 | 500,000¹ |
| Series 59 | 500,000¹ |
| Series 60 | 450,000¹ |
| Series 61 | 150,000 |
| Series 62 | 750,000¹ |
| Series 63 | 450,000¹ |

¹ The Series 54, 55, 58, 59, 60, 62 and 63 Class A Preferred Shares (NVCC) are held by a consolidated entity, CIBC LRCN Limited Recourse Capital Trust, in connection with the issuance of Limited Recourse Capital Notes (NVCC) (subordinated indebtedness) (“LRCNs”) by series: CAD$750 million principal amount of 4.000% LRCNs Series 2, CAD$800 million principal amount of 7.150% LRCNS Series 3, CAD$500 million principal amount of 6.987% LRCNs Series 4, USD$500 million principal amount of 6.950% LRCNs Series 5, CAD$450 million principal amount of 6.369% LRCNs Series 6, USD$750 million principal amount of 7.000% LRCNs Series 7 and CAD$450 million principal amount of 5.898% LRCNs Series 8, respectively. The Series 54, 55, 58, 59, 60, 62 and 63 Class A Preferred Shares are distributable to holders of such notes upon certain events.

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes **X** No |

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes **X** No||

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company [ ]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. **[X]**

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

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## DISCLOSURE CONTROL AND PROCEDURES
The disclosure provided under the heading “Management's discussion and analysis—Controls and procedures—Disclosure controls and procedures” included in Exhibit B.3(c) is incorporated by reference herein.

## MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided under the heading “Management's discussion and analysis—Controls and procedures—Management's annual report on internal control over financial reporting” included in Exhibit B.3(c) is incorporated by reference herein.

## ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The disclosure provided under the heading “Report of independent registered public accounting firm—To the shareholders and directors of Canadian Imperial Bank of Commerce—Opinion on internal control over financial reporting” included in Exhibit B.3(b) is incorporated by reference herein.

## CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided under the heading “Management's discussion and analysis—Controls and procedures—Changes in internal control over financial reporting" included in Exhibit B.3(c) is incorporated by reference herein.

## AUDIT COMMITTEE FINANCIAL EXPERT
CIBC's Board of Directors has determined that (i) CIBC has at least one “audit committee financial expert” (as that term is defined in General Instruction B(8)(b) of the General Instructions to Form 40-F) serving on its audit committee, the members of which are Ms. Michelle L. Collins, Ms. Marianne Harrison, Ms. Mary Lou Maher, Mr. Mark W. Podlasly and Ms. Martine Turcotte, (ii) each of Ms. Michelle L. Collins, Ms. Marianne Harrison, Ms. Mary Lou Maher and Mr. Mark W. Podlasly is an "audit committee financial expert” (as so defined), and (iii) each audit committee member is "independent" (as that term is defined in the listing standards of the New York Stock Exchange).

In accordance with the rules of the Securities and Exchange Commission, notwithstanding their designation as “audit committee financial experts,” each of the individuals listed above shall not (i) be deemed “experts” for any purpose, including, without limitation, for purposes of Section 11 of the Securities Act of 1933, as amended, or (ii) have any greater duties, obligations or liability than those imposed on any other member of the audit committee or board of directors.

## CODE OF ETHICS
CIBC has adopted a Code of Conduct applicable to all its officers (including CIBC's Chief Executive Officer, Chief Financial Officer, Chief Accountant and Controller), directors, employees and contractors. The Code of Conduct meets the definition of a “code of ethics” (as that term is defined in General Instruction B(9)(b) of the General Instructions to Form 40-F).

The Code of Conduct is available on CIBC's website at https://www.cibc.com/ca/inside-cibc/governance/governance-practices/code-of-conduct.html. CIBC also undertakes to provide a copy of the Code of Conduct to any person without charge by contacting Investor Relations at investorrelations@cibc.com or by mail “Attention: CIBC Investor Relations” at the Toronto executive office address shown above.

Effective November 1, 2025, in addition to certain other technical, administrative or non-substantive revisions, CIBC adopted the following amendments to the Code of Conduct:
* Entire document: Editorial changes throughout to improve clarity, readability, and allow for better identification of trends and remedial strategies.
* Section 2: Strengthened to include reference to CIBC's Integrity and Security Framework to align with requirements set out in OSFI's Integrity and Security Guideline.
* Section 3: Enhanced language regarding identifying and avoiding conflicts of interest, including when processing personal transactions.
* Section 5: Added a subsection focusing on the safe and responsible use of Artificial Intelligence (AI), including reference to CIBC's Trustworthy AI Principles.

No waivers from the provisions of the Code of Conduct were granted in the fiscal year ended October 31, 2025 to the Chief Executive Officer, Chief Financial Officer, Chief Accountant or Controller of CIBC.

## PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under the heading “Management's discussion and analysis—Controls and procedures—Supplementary annual financial information—Fees paid to the shareholders' auditors" included in Exhibit B.3(c) is incorporated by reference herein.

The disclosure provided under the heading “Annual Information Form—PRE-APPROVAL POLICIES AND PROCEDURES” included in Exhibit B.3(a) is incorporated by reference herein.

During the fiscal year ended October 31, 2025, all of the services related to Audit-Related Fees, Tax Fees or All Other Fees were approved by the Audit Committee pursuant to its pre-approval policy.

During the fiscal year ended October 31, 2025, less than 50% of the hours expended by CIBC's independent registered public accounting firms' engagement to audit CIBC's financial statements were attributed to work performed by persons other than CIBC's independent registered public accounting firms' full-time, permanent employees.

## OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading “Management's discussion and analysis—Off-balance sheet arrangements” included in Exhibit B.3(c) is incorporated by reference herein.

## DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading “Management's discussion and analysis—Contractual obligations" included in Exhibit B.3(c) is incorporated by reference herein.

## IDENTIFICATION OF THE AUDIT COMMITTEE
The disclosure provided under the heading “Annual Information Form—AUDIT COMMITTEE” included in Exhibit B.3(a) is incorporated by reference herein.

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## RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
CIBC's SEC Clawback Policy is filed as Exhibit 97 to this annual report on Form 40-F.

## UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

## DISCLOSURE REQUIRED BY NYSE LISTED COMPANY MANUAL
A summary of the significant differences between the governance practices of the Registrant and those required of U.S. domestic companies under the New York Stock Exchange listing standards can be found in the Governance section of the Registrant's website at https://www.cibc.com/en/about-cibc/corporate-governance/practices/disclosure-nyse-manual.html.

## DISCLOSURE REQUIRED BY IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2012
Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 (“ITRSHRA”), which added Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its “affiliates” knowingly engaged in certain specified activities during the period covered by the report. The Registrant is not presently aware that it or its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended October 31, 2025.

## SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 4, 2025

**CANADIAN IMPERIAL BANK OF COMMERCE**

By: /s/ Harry Culham
Harry Culham
President and Chief Executive Officer

By: /s/ Robert Sedran
Robert Sedran
Senior Executive Vice-President and Chief Financial Officer

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# EXHIBITS
(Information to be filed on this Form pursuant to General Instruction (references are to paragraphs to General Instructions))

| Exhibit | Description of Exhibit |
| :--- | :--- |
| B.3(a) | Annual Information Form |
| B.3(b) | Audited consolidated financial statements for the year ended October 31, 2025 excerpted from pages 101-102 and 109-179 of the 2025 Annual Report of Canadian Imperial Bank of Commerce (“CIBC”) and the report of independent registered public accounting firm (PCAOB ID: 1263) to shareholders with respect to the report on financial statements related to the consolidated balance sheets as at October 31, 2025 and 2024, and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended and the report of independent registered public accounting firm (PCAOB ID: 1263) on internal control over financial reporting under standards of the Public Company Accounting Oversight Board (United States) as of October 31, 2025 from pages 106-108 of the 2025 Annual Report of CIBC |
| B.3(c) | Management's discussion and analysis excerpted from pages 1-100 of CIBC's 2025 Annual Report |
| B.3(d) | Other Pages of CIBC's 2025 Annual Report incorporated in Annual Information Form |
| B.6(a)(1) | Certifications required by Rule 13a-14(a) |
| B.6(a)(2) | Certifications required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
| D.9 | Consent of Independent Registered Public Accounting Firm |
| 97 | CIBC's SEC Clawback Policy |
| 101 | Interactive Data File (formatted as Inline XBRL) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |

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**Exhibit B.3(a): Annual Information Form**

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**Exhibit B.3(b): Audited consolidated financial statements for the year ended October 31, 2025 excerpted from pages 101-102 and 109-179 of the 2025 Annual Report of Canadian Imperial Bank of Commerce (“CIBC”) and the report of independent registered public accounting firm to shareholders with respect to the report on financial statements related to the consolidated balance sheets as at October 31, 2025 and 2024, and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended and the report of independent registered public accounting firm on internal control over financial reporting under standards of the Public Company Accounting Oversight Board (United States) as of October 31, 2025 from pages 106-108 of the 2025 Annual Report of CIBC**

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**Exhibit B.3(c): Management's discussion and analysis excerpted from pages 1-100 of CIBC's 2025 Annual Report**

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**Exhibit B.3(d): Other Pages of CIBC's 2025 Annual Report incorporated in Annual Information Form**
* "Transfer Agent and Registrar” page 186
* "Directors and Board Committees” page 187

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**Exhibit B.6(a)(1) Certifications required by Rule 13a-14(a)**

## CERTIFICATIONS
I, Harry Culham, certify that:
1. I have reviewed this annual report on Form 40-F of Canadian Imperial Bank of Commerce;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date: December 4, 2025
/s/ Harry Culham
Harry Culham
President and Chief Executive Officer

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I, Robert Sedran, certify that:
1. I have reviewed this annual report on Form 40-F of Canadian Imperial Bank of Commerce;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date: December 4, 2025
/s/ Robert Sedran
Robert Sedran
Senior Executive Vice-President and Chief Financial Officer

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**Exhibit B.6(a)(2): Certifications required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code**

## Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of Canadian Imperial Bank of Commerce ("CIBC") filed under cover of a Form 40-F for the period ended October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harry Culham, President and Chief Executive Officer of CIBC, certify that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIBC.

Date: December 4, 2025
/s/ Harry Culham
Harry Culham
President and Chief Executive Officer

In connection with the annual report of Canadian Imperial Bank of Commerce ("CIBC") filed under cover of a Form 40-F for the period ended October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Sedran, Senior Executive Vice-President and Chief Financial Officer of CIBC, certify that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIBC.

Date: December 4, 2025
/s/ Robert Sedran
Robert Sedran
Senior Executive Vice-President and Chief Financial Officer

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**Exhibit D.9: Consent of Independent Registered Public Accounting Firm**

## Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:
(1) Form F-3 nos. 333-219550; 333-220284; 333-272447; and 333-282307
(2) Form S-8 nos. 333-09874; 333-130283; and 333-218913
of Canadian Imperial Bank of Commerce (“CIBC”) and the use herein of our reports of independent registered public accounting firm dated December 3, 2025, with respect to the consolidated financial statements of CIBC, which comprise the consolidated balance sheets of CIBC as at October 31, 2025 and 2024, and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended and CIBC's effectiveness of internal control over financial reporting as of October 31, 2025, each of which is included in Exhibit B.3(b) incorporated by reference in this Annual Report on Form 40-F.

We also consent to the reference to us under the caption “Experts”, which appears in the Annual Information Form included in Exhibit B.3(a) incorporated by reference in this Annual Report on Form 40-F, which is incorporated by reference in such Registration Statements.

/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
December 3, 2025