CM 40-F
Canadian Imperial Bank Of Commerce /Can/ (CM)
40-F
2025-12-04
For: 2025-10-31
View Original
Added on
April 08, 2026
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
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
1 - 14678
(Exact name of registrant as specified in its charter)
6029 |
||||
(Province or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
CIBC Square
Ontario
Canada
, (416 ) 980-3096
(Address and telephone number of registrant’s principal executive offices)
Vice President and General Counsel – Capital Markets (U.S., Europe, Asia)
Canadian Imperial Bank of Commerce
th
Floor New York
, (212 ) 667-8316
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
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 | ||
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:
Annual Information Form |
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 |
||||
Class A Preferred Shares: |
||||
Series 47 |
18,000,000 |
|||
Series 54 |
750,000 |
1 | ||
Series 55 |
800,000 |
1 | ||
Series 56 |
600,000 |
|||
Series 57 |
500,000 |
|||
Series 58 |
500,000 |
1 | ||
Series 59 |
500,000 |
1 | ||
Series 60 |
450,000 |
1 | ||
Series 61 |
150,000 |
|||
Series 62 |
750,000 |
1 | ||
Series 63 |
450,000 |
1 | ||
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.
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). 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. ☒
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). ☐
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. |
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 . CIBC also undertakes to provide a copy of
https://www.cibc.com/ca/inside-cibc/governance/governance-practices/code-of-conduct.html
the Code of Conduct to any person without charge by contacting Investor Relations at [email protected] 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 |
• |
Section 2 |
• |
Section 3 |
• |
Section 5 |
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.
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 | ||||||
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: 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 | |