CIBC
31 August 2026
Series:
SPEU 7859
{the "Notes")
CIBC CAP ITAL MARIA ETS
NOTIFICATION OF IMITIAL VALUE / BARRIER EVEMT STRIKE
ISIN:
XS3456246357
We refer to the a!›ove issue of Notes. descri!›ed in more detail in be Final Terms dated 29 June 2026 {the "Final Terms"), as signed by Canadian Imperial Bank of Commerce (the "Issuer), as well as be Terms and Conditions of the Notes fthe "Condirions™). which are supplemented !›y the Final Terms and which are set our in the Prospectus dated 30 April 2026 (the "Prospectus™).
Notification of Initial Value / Barrier Event Strike
Canadian Imperial Bank of Commerce fToronto), as Calculation Agent. has determined the following, which have !›een ser our in the Amended Final Terms dated 28 August 2026 (the "Amended Final Terms") attached to this Notification.
"Initial Value", as set out in the Reference Item Tahle on page 10. and also on pages 19 and 20 of the Final Terms, is EUR 6.408.230. "Barrier Event Strike". as set out in the Reference Item Tahle on page 10, and also on page 20 of the Final Terms, is EUR 3,844.938.
In all other respects. the Final Terms was correct and all other terms and conditions of the Final Terms remain unchanged. Capitalised terms used but not defined herein shall have the same meaning ascribed thereto in the Amended Final Temis.
For further information, please contact:
CIBC Structured Notes Execution Management Email: [email protected] Yours faithfully,
Francois-Xavier Desplanches (Head of Structured Note Sales)
Canadian Imperial Bank of Coinnierce
INVESTING IN THE NOTES PUTS YOUR CAPITAL AT RISK. YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT.
(as amended and restated 28 August 2026)
Canadian Imperial Bank of Commerce Branch of Account: Main Branch, Toronto Legal Entity Identifier: 2IGI19DL77OX0HC3ZE78 Issue of EUR 30,000,000 Autocallable Index Linked Notes due September 2033 under a Structured Note Issuance Programme PART A - CONTRACTUAL TERMSTerms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Prospectus dated 30 April 2026 and the supplement to the Prospectus dated 7 July 2026, which together constitutes a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus as so supplemented. The Prospectus and the supplement to the Prospectus are available for viewing during normal business hours at and copies may be obtained from the registered office of the Issuer at 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7, and at the office of Fiscal Agent, Deutsche Bank AG, London Branch at 21 Moorfields, London EC2Y 9DB and may also be viewed on the website of the Luxembourg Stock Exchange at www.luxse.com under the name of the Issuer and copies may be obtained from CIBC Capital Markets (Europe) S.A. at 2C, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg. A summary of the Notes is annexed to these Final Terms.
(i) Series Number: SPEU 7859
Tranche Number: 1
Date on which the Notes will be consolidated and form a single Series:
Not Applicable
Specified Currency or Currencies: Euros ("EUR")
Aggregate Nominal Amount of Notes: EUR 30,000,000
Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
Belgian Securities Annex: Not Applicable
Protected Principal Amount: Not Applicable
(i) Specified Denominations: EUR 1,000
Calculation Amount: EUR 1,000
Trade Date: 23 July 2026
Strike Date/Pricing Date: 23 July 2026, 30 July 2026, 06 August 2026, 13
August 2026, 20 August 2026 and 27 August 2026
(i) Issue Date: 3 August 2026
Interest Commencement Date: Issue Date. See paragraph 24 below.
CNY Issue Trade Date: Not Applicable
Maturity Date: 12 September 2033, subject to postponement if the Valuation Date is postponed by a Market Disruption Event
(i) Business Centre: Not Applicable
Business Day Convention: Following Business Day Convention, where
Business Day means a TARGET Business Day
Interest Basis: Index Linked Interest
(further particulars specified at paragraph 24 below)
(i) Redemption/Payment Basis: Index Linked Redemption
(further particulars specified at paragraph 38
below)
Capital Protection: Not Applicable
Change of Interest or Redemption/Payment Basis:
Not Applicable
Put/Call Options: Not Applicable
Date Board approval for issuance of Notes obtained:
Not Applicable
Bail-inable Notes: No
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLEFixed Rate Notes: Not Applicable
Floating Rate Note Provisions: Not Applicable
Range Accrual Note Provisions: Not Applicable
Range Notes: Not Applicable
Reverse Floating Rate Coupon Notes: Not Applicable
Steepener Coupon Notes: Not Applicable
Reference Item Linked Interest provisions (Chapter 2 (Coupon Features of Reference Item Linked Notes) of Annex 2 (Payout Conditions)):
Applicable
Reference Item The Index as specified below in paragraph 38
Contingent Coupon (Condition 1.1)
- Specified Interest Amount:
Applicable
Calculation Amount x (4.15 per cent. x t) (subject to Coupon Barrier Event as set out in paragraph 24(xxi) below)
Where:
"t" means a number (from 2 to 14) representing the chronological order of the Valuation Period ending on the relevant Coupon Valuation Date as set out in the second column of the Interest Payment Table below
"Valuation Period" means the period beginning on (and including) the Trade Date and ending on (but excluding) the first Coupon Valuation Date and each successive period beginning on (and including) a Coupon Valuation Date to (but excluding) the next successive Coupon Valuation Date up to the Final Valuation Date (as defined in the Interest Payment Table)
Memory Coupon (Condition 1.2) Not Applicable
Factor Coupon (Single Reference Item) (Condition 1.3)
Factor Coupon (Basket of Reference Items) (Condition 1.4)
Not Applicable
Not Applicable
Lock-in Coupon (Condition 1.5) Not Applicable
Performance Coupon 1 (Condition 1.6)
Performance Coupon 2 (Condition 1.7)
Not Applicable
Not Applicable
Range Accrual Coupon (Single Reference Item) (Condition 1.8)
Not Applicable
Range Accrual Coupon (Worst of) (Condition 1.9)
Range Accrual Coupon (Basket of Reference Items) (Condition 1.10)
Enhanced Coupon (Condition 1.11)
Memory Enhanced Coupon (Condition 1.12)
Contingent Floating Rate Coupon (Condition 1.13)
Memory Contingent Floating Rate Coupon (Condition 1.14)
Double memory Coupon (Condition 1.15):
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Coupon Valuation Dates: Each date set forth in the Interest Payment Table in the
column entitled "Coupon Valuation Dates"
Averaging Dates: Not Applicable
Coupon Observation Dates: Not Applicable
Interest Payment Dates: Each date set forth in the Interest Payment Table in the
column entitled "Interest Payment Dates"
Coupon Barrier Event: Applicable
Coupon Observation Period Closing:
Coupon Observation Period Intra-Day:
Not Applicable Not Applicable
Coupon Valuation Date Closing: Applicable: (a) the Reference Item and (b) less than the Coupon Barrier Level
Relevant Performance: Not Applicable
Value (t): Not Applicable
Coupon Barrier Level: As set forth in the Interest Payment Table in the column
entitled "Coupon Barrier Level" corresponding to the
relevant Coupon Valuation Date
Coupon Observation Period: Not Applicable
Specified Observation Date (Intra-Day Valuation):
Not Applicable
Provisions for determining Interest Amount where calculation by reference to Equity and/or Index and/or Commodity and/or Commodity Index and/or FX Rate and/or Fund is impossible or impracticable or otherwise disrupted:
The Index Linked Conditions are applicable. See paragraph 38 below
t
Coupon Valuation Dates
Interest Payment Dates
Coupon Barrier Level
1
26 February 2027
12 March 2027
Not Applicable
2
30 August 2027
13 September 2027
100% x Initial Value
3
29 February 2028
14 March 2028
100% x Initial Value
4
29 August 2028
12 September 2028
100% x Initial Value
5
28 February 2029
14 March 2029
100% x Initial Value
6
29 August 2029
12 September 2029
100% x Initial Value
7
28 February 2030
14 March 2030
100% x Initial Value
8
29 August 2030
12 September 2030
100% x Initial Value
9
28 February 2031
14 March 2031
100% x Initial Value
10
29 August 2031
12 September 2031
100% x Initial Value
11
27 February 2032
12 March 2032
100% x Initial Value
12
30 August 2032
13 September 2032
100% x Initial Value
13
28 February 2033
14 March 2033
100% x Initial Value
14
29 August 2033 (the "Final Valuation Date")
The Maturity Date (for the avoidance of doubt, subject to postponement as set out in paragraph 11 above)
80% x Initial Value
Additional Interest Provisions: Not Applicable
Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTIONCall Option: Not Applicable
Put Option: Not Applicable
Bail-inable Notes - TLAC Disqualification Event Call Option:
Early Redemption Amount: Early Redemption Amount(s) of each Note: payable on redemption for taxation reasons, TLAC Disqualification Event Call Option or illegality or other early redemption in accordance with the Conditions (other than, for the avoidance of doubt, where paragraph 39 applies):
Not Applicable
Market Value less Associated Costs per Calculation Amount: With respect to each Calculation Amount, such amount(s) determined by the Calculation Agent which shall represent the fair market value of such Calculation Amount on the date of redemption, including accrued interest (if any), adjusted to account fully for any losses, expenses and costs to the Issuer (or any of its Affiliates) of unwinding any underlying or related hedging and funding arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. For the purposes hereof:
the references to ", together with interest accrued, if any, to (but excluding) the date fixed for redemption" shall be deemed to be deleted from each of General Condition 5(c), General Condition 5(d) and General Condition 5(e); and
the references to "together with accrued interest, if any, to the date of payment" shall be deemed to be deleted from General Condition 9 (Events of Default)
Early Redemption Amount(s) of each Note for which the Belgian Securities Annex applies: payable on event of default
Early Redemption Amount (Reference Item Linked Notes - Chapter 3 (Early Redemption of Reference Item Linked Notes) of Annex 2 (Payout Conditions))
Early Redemption Reference Item(s):
Not Applicable
Applicable
The Index as specified below in paragraph 38
Early Redemption Event 1: Applicable
Early Redemption Barrier: As set forth in the Early Redemption Table in the column
entitled "Early Redemption Barrier" corresponding to the relevant Early Redemption Valuation Date
ER Averaging: Not Applicable
Early Redemption Event 2: Not Applicable
Early Redemption Event 3: Not Applicable
Early Redemption Valuation Date: Each date set forth in the Early Redemption Table in the
column entitled "Early Redemption Valuation Dates"
Averaging Dates: Not Applicable
Early Redemption Date: Each date set forth in the Early Redemption Table in the
column entitled "Early Redemption Dates"
Daily Observation Early Redemption Not Applicable
Automatic Redemption (Autocall) (Condition 1.2 of Chapter 3)
Not Applicable
EARLY REDEMPTION TABLE:t
Early Redemption Valuation Dates
Early Redemption Dates
Early Redemption Barrier
1
26 February 2027
12 March 2027
Not Applicable
2
30 August 2027
13 September 2027
100% x Initial Value
3
29 February 2028
14 March 2028
100% x Initial Value
4
29 August 2028
12 September 2028
100% x Initial Value
5
28 February 2029
14 March 2029
100% x Initial Value
6
29 August 2029
12 September 2029
100% x Initial Value
7
28 February 2030
14 March 2030
100% x Initial Value
8
29 August 2030
12 September 2030
100% x Initial Value
9
28 February 2031
14 March 2031
100% x Initial Value
10
29 August 2031
12 September 2031
100% x Initial Value
11
27 February 2032
12 March 2032
100% x Initial Value
12
30 August 2032
13 September 2032
100% x Initial Value
13
28 February 2033
14 March 2033
100% x Initial Value
Fast Autocall Early Redemption (Condition 1.3 of Chapter 3):
Not Applicable
Final Redemption Amount - Reference Item Linked Redemption provisions (Chapter 4 of Annex 2)
Applicable
Reference Item(s): The Index as specified below in paragraph 38
Provisions for determining Redemption Amount where calculation by reference to Share and/or Index and/or Commodity/Commodity Index and/or Fund and/or Bond and/or other Reference Item is impossible or impracticable or otherwise disrupted:
The Index Linked Conditions are applicable. See paragraph 38
Settlement Method Cash Settlement
Redemption Condition (Condition 1.3 of Chapter 4)
Redemption Amount 4 Cash Settlement (Condition 1.3(vii)) applies
Calculation Amount (CA): As specified in paragraph 6(ii) above
Averaging: Not Applicable
Initial Value: As set forth in the Reference Item Table in the column entitled "Initial Value", being Tthe arithmetic average of the Closing Index Level of the Reference Item at the Scheduled Closing Time on each of the Strike Dates (as set out in paragraph 8 above), as determined by the Calculation Agent
Final Value: Close observation is applicable
Redemption Barrier: Not Applicable
Cap: Not Applicable
Upper Cap: Not Applicable
Lower Cap: Not Applicable
Floor: Not Applicable
Barrier Event: Applicable, for the purposes of the definition of "Barrier Event" in Chapter 4 of Annex 2 (Redemption Features of Reference Item Linked Notes), less than Barrier Event Strike is applicable
Barrier Observation Period Closing:
Not Applicable
Barrier Observation Period Intra-Day:
Not Applicable
Barrier Reference Date Closing: Not Applicable
Barrier Reference Date: 29 August 2033
Barrier Event Strike: As set forth in the Reference Item Table in the column
entitled "Barrier Event Strike" corresponding to the Reference Item
Barrier Observation Period: Not Applicable
Observation Date (Closing Valuation):
Not Applicable
Observation Date (Intra-Day Valuation):
Not Applicable
Linear Feature Not Applicable
PF1: Not Applicable
Strike Price: Not Applicable
Final Relevant Performance (FRP):
Not Applicable
Barrier Performance Event: Not Applicable
Barrier Performance Observation Period:
Not Applicable
Observation Date (Closing Valuation):
Not Applicable
Observation Date (Intra-Day Valuation):
Not Applicable
Call Strike: Not Applicable
Put Strike 60% x Initial Value
Put Strike Multiplier Not Applicable
Parity Multiplier Not Applicable
Rebate Not Applicable
Deliverable Reference Item Not Applicable
Worst (Best) Reference Item: Not Applicable
Gearing: Not Applicable
Kick In/Out Event: Not Applicable
Kick In/Out Event (Worst of/Best of)
Not Applicable
Parity Rounded: Not Applicable
Equity FX Conversion Not Applicable
Lock-in Event: Not Applicable
Lock-in Valuation Date: Not Applicable
(xl) Lock-in Level: Not Applicable
(xli) Strike Price/Worst (Best) Strike Price/Basket Strike Price:
Not Applicable
(xlii) Initial Basket Level: Not Applicable
(xliii) Redemption Amount 4 Cash Settlement:
For purposes of subparagraph (B)I. greater than or equal to is applicable
For purposes of subparagraph (B)II. less than is applicable
For purposes of the formula at the end of paragraph (B), the denominator applicable to the fraction is Initial Value
PROVISIONS RELATING TO THE TYPE OF NOTES REFERENCE ITEM TABLE:Reference Item (Related Exchange)
Bloomberg / ISIN
Reference Currency
Index Sponsor
Initial Value
Barrier Event Strike (being the product of 60 per cent. and the Initial Value relating to such Underlying Index)
Euro Stoxx 50 Index ("Eurex")
SX5E Index
EUR
STOXX
Limited
EUR 6,408.230
EUR 3,844.938
Commodity Linked Notes: Not Applicable
Index Linked Notes: Applicable
Whether the Notes relate to a basket of indices or a single index, the identity of the relevant Index/Indices and details of Index Sponsor(s):
Single Index
The Index and the Sponsor of the Index is as set forth in the Reference Item Table above
Relevant provisions for determining the Final Redemption Amount:
Redemption Amount 4 Cash Settlement (Condition 1.3(vii)) applies
Calculation Agent responsible for making calculations pursuant to the Index Linked Conditions:
Canadian Imperial Bank of Commerce (Toronto)
Exchange(s): Eurex ("Eurex")
Related Exchange(s): All Exchanges
Redemption Amount: Calculated in accordance with paragraph 38(ii) above
Valuation Date(s): As set forth in the second column of the Interest Payment
Table
Valuation Time: Index Linked Condition 3 (Adjustments to an Index) applies
Strike Price: Not Applicable
Multiplier for each Index comprising the basket:
Not Applicable
Correction of Index Levels: Applicable: The Reference Price shall be calculated
without regard to any subsequently published correction.
Correction Cut-Off Date: 2 Business Days prior to the Maturity Date
Additional Disruption Events: Applicable
The following Additional Disruption Events apply to the Notes:
Change in Law Hedging Disruption
Increased Cost of Hedging
Equity Linked Notes: Not Applicable
FX Linked Notes: Not Applicable
Fund Linked Notes: Not Applicable
Inflation Linked Notes: Not Applicable
Bond Linked Notes: Not Applicable
Credit Linked Notes: Not Applicable
Physical Delivery Notes: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTESForm of Notes: Registered Notes
Unrestricted Global Registered Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg
New Global Note: No
Financial Centre(s) or other special provisions relating to payment dates:
Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
Not Applicable No
Governing Law and Jurisdiction: English law
Unavailability of Currency: General Condition 6(e) is applicable
Signed on behalf of the Issuer:
By:
Duly authorizedPART B - OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market with effect from the Issue Date.
RATINGS
Ratings: The Notes to be issued have not been rated.
PERFORMANCE OF REFERENCE ITEM(S) AND OTHER INFORMATION CONCERNING THE REFERENCE ITEM(S)
Information about the past and future performance of the Euro Stoxx 50 Index and its volatility can be obtained from http://www.stoxx.com/index.html
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer in the ordinary course.
YIELD
Indication of yield: Not Applicable
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for the offer: As set out in the Prospectus
Estimated net proceeds: EUR 30,000,000
Estimated total expenses: EUR 2,650
HISTORIC INTEREST RATES Floating Rate Notes Only)
Not Applicable
OPERATIONAL INFORMATION
ISIN Code: XS3456246357
Common Code: 345624635
Valoren: 112287614
CFI: As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
FISN: As set out on the website of the Association of National Numbering Agencies (ANNA) (https://anna-web.org/) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):
Not Applicable
Delivery: Delivery against payment
Calculation Agent: Canadian Imperial Bank of Commerce, Toronto
Paying Agent: Deutsche Bank AG, London Branch
Names and addresses of additional Paying Agent(s) (if any):
Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility:
No. While the designation is specified as "no" at the date of this Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
SIX Swiss Exchange Listing Information:
DISTRIBUTION
Not Applicable
Method of Distribution: Non-syndicated
If syndicated, names and addresses of Managers and underwriting commitments:
Not Applicable
If non-syndicated, name and address of relevant Dealer:
CIBC Capital Markets (Europe) S.A. 2C, rue Albert Borschette
L-1246 Luxembourg
Grand Duchy of Luxembourg
Stabilizing Manager(s) (if any):
Not Applicable
Total commission and concession:
THIRD PARTY INFORMATION
Not Applicable
The information included herein with respect to indices and/or formulas comprising, based on or referring to variations in the prices of one or more shares in companies, any other equity or non-equity securities, currencies or currency exchange rates, interest rates, credit risks, fund units, shares in investment companies, term deposits, life insurance contracts, loans, commodities or futures contracts on the same or any other underlying instrument(s) or asset(s) or the occurrence or not of certain events not linked to the Issuer or any other factors to which the Notes are linked (the "Underlyings") consists only of extracts from, or summaries of publicly available information. The Issuer accepts responsibility that such extracts or summaries have been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner or sponsor, as the case may be, of such Underlyings, no facts have been omitted
that would render the reproduced extracts or summaries inaccurate or misleading. No further or other responsibility in respect of such information is accepted by the Issuer. In particular, neither the Issuer nor any Dealer accepts responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Underlyings of the Notes or that there has not occurred any event which would affect the accuracy or completeness of such information.
BENCHMARKS Not Applicable
GENERAL
Additional Tax Considerations:
Section 871(m) Internal Revenue Code: Not Applicable
US Selling Restrictions: Reg. S Compliance Category 2
Prohibition of Sales to EEA Retail Investors:
Not Applicable
Prohibition of Sales to UK Retail Investors:
Not Applicable
Prohibition of Sales to Belgian Consumers:
Applicable
Applicable TEFRA exemption: Excluded Issue
- TERMS AND CONDITIONS OF THE PUBLIC OFFER
Non-exempt Offer: Not Applicable
Issue Specific Summary1. Introduction and warnings
Name and international securities identifier number (ISIN) of the securities: The Notes are EUR 30,000,000 Autocallable Index Linked Notes due September 2033 (ISIN: XS3456246357; Series number SPEU 7859) (the "Notes" or the "Securities").
Identity and contact details of the issuer, including its legal entity identifier (LEI): The Issuer is Canadian Imperial Bank of Commerce ("CIBC" or the "Issuer"), acting through its Main Branch, Toronto. CIBC's address is 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7 and its Legal Entity Identifier is 2IGI19DL77OX0HC3ZE78.
Identity and contact details of the competent authority approving the Prospectus: The Prospectus was approved by the Luxembourg Commission de Surveillance du Secteur Financier of 283, route d'Arlon, L-1150 Luxembourg (Telephone number: (+352) 26 25 1-1; Fax number: (+352) 26 25 1-2601; Email: [email protected]).
Date of approval of the Prospectus: The Prospectus was approved on 30 April 2026 and may be amended and/or supplemented from time to time, including by way of the supplement to the Prospectus dated 7 July 2026.
Warning: This summary is prepared in accordance with Article 7 of the Prospectus Regulation and should be read as an introduction to the Prospectus. Any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole by the investor, including any documents incorporated by reference and the Final Terms. In certain circumstances, the investor could lose all or part of the invested capital. Where a claim relating to the information contained or incorporated by reference in the Prospectus and the Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, have to bear the costs of translating the Prospectus and the Final Terms before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Notes. You are about to purchase a product that is not simple and may be difficult to understand.
2. Key Information on the Issuer
Who is the Issuer of the securities?
Domicile and legal form, LEI, law under which the Issuer operates and country of incorporation: The Issuer is a Schedule I bank under the Bank Act (Canada) (the "Bank Act") and the Bank Act is its charter. The Issuer operates under Canadian law. The Issuer was formed through the amalgamation of The Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Canadian Bank of Commerce was originally incorporated as Bank of Canada by special act of the legislature of the Province of Canada in 1858. Subsequently, the name was changed to The Canadian Bank of Commerce and it opened for business under that name in 1867. Imperial Bank of Canada was incorporated in 1875 by special act of the Parliament of Canada and commenced operations in that year. The Issuer's LEI is 2IGI19DL77OX0HC3ZE78.
Issuer's principal activities: CIBC's principal activities are Canadian Personal and Business Banking, Canadian Commercial Banking and Wealth Management, U.S. Commercial Banking and Wealth Management, and Capital Markets. CIBC provides a full range of financial products and services to 15 million personal banking, business, public sector and institutional clients in Canada, the U.S. and around the world.
Major shareholders, including whether it is directly or indirectly owned or controlled and by whom: To the extent known to CIBC, CIBC is not directly or indirectly owned or controlled by any person. The Bank Act prohibits any person, or persons acting jointly or in concert, from having a "significant interest" in any class of shares of CIBC, that is, from beneficially owning more than 10% of the outstanding shares of the class either directly or through controlled entities, without the approval of the Minister of Finance of Canada. A person may, with the approval of the Minister of Finance, beneficially own up to 20% of a class of voting share and up to 30% of a class of non-voting share of CIBC, subject to a "fit and proper" test based on the character and integrity of the applicant. In addition, the holder of such a significant interest could not have "control in fact" of CIBC.
Key managing directors: The key managing directors of the Issuer are members of the Issuer's Board of Directors. These are: Katharine B. Stevenson, Ammar Aljoundi, Nanci E. Caldwell, Harry Culham, Marianne Harrison, Kevin J. Kelly, Christine E. Larsen, Mary Lou Maher, William F. Morneau, Mark W. Podlasly, François L. Poirier, Martine Turcotte and Barry
L. Zubrow.
Statutory auditors: The statutory auditors and independent auditors of CIBC are Ernst & Young LLP.
What is the key financial information regarding the issuer? CIBC derived the key financial information included in the table below as of and for the year ended 31 October 2025 from CIBC's Annual Report 2025. The key financial information included in the table below as of and for the three months ended 31 January 2026 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 31 January 2026 contained in CIBC's Report to Shareholders for the First Quarter, 2026. The key financial information included in the table below as of and for the three months ended 30 April 2026 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 30 April 2026 contained in CIBC's Report to Shareholders for the Second Quarter, 2026.
Second
First
2025
quarter 2026
quarter
For the three
2026
For the year
months ended
For
ended 31
30 April
the
October
three
months ended
31 January
Financial results (C$ millions)
Net interest income
4,345
4,308
15,769
Non-interest income
3,661
4,090
13,364
Total revenue
8,006
8,398
29,133
Provision for credit losses
605
568
2,342
Non-interest expenses
4,199
4,329
15,852
Income before income taxes
3,202
3,501
10,939
Income taxes
737
401
2,485
Net income attributable to non-controlling interests
2,465
3,100
8,454
Net income
8
7
25
On-balance sheet information (C$ millions)
Cash, deposits with banks and securities
356,753
333,697
327,238
Loans and acceptances, net of allowance for credit
600,980
592,491
589,504
losses
Total assets
1,160,560
1,132,577
1,116,938
Deposits
832,770
815,891
808,124
Common shareholders' equity
58,335
57,984
57,760
What are the key risks that are specific to the issuer: The key risks relating to the Issuer are set out below:
Trade Policy Uncertainty: Newly implemented and proposed tariffs, by the U.S., and any potential counter-measures, are expected to have negative impacts on supply chains, inflation and economic activity, further amplifying ongoing U.S., Canada, and Mexico trade issues that existed prior to the tariff developments, and is posing recessionary fears and increasing market volatility. Separate trade discussions are ongoing between Canada and China as well as the U.S. and China. The ongoing uncertainty on the ultimate level and extent of tariffs could diminish consumer and business confidence in Canada and around the globe, increasing credit, market, liquidity, strategic and operational (including third-party) risks.
Geopolitical risk: The level of geopolitical risk escalates at certain points in time. While the specific impact on the global economy and on global credit and capital markets would depend on the nature of the event, in general, any major event could result in instability and volatility, leading to widening spreads, declining equity valuations, flight to safe-haven currencies and increased purchases of gold. In the short run, market disruption could hurt the net income of the Issuer's trading and non-trading market risk positions. Geopolitical risk could reduce economic growth, and in combination with the potential impacts on commodity prices and the recent rise of protectionism, could have serious negative implications for general economic and banking activities and may have adverse impacts on the Issuer's business, results of operations and financial condition.
Climate Risk: The physical effects of climate change along with regulations designed to mitigate its negative impacts will have a measurable impact on communities and the economy. The physical risks of climate change resulting from severe
weather events and systemic issues such as rising sea levels can impact CIBC's profitability through disruptions in its own operations and damage to critical infrastructure. Transition risks, which arise as society adjusts towards a low-carbon future, can impact the financial health of its clients as changes in policy and technology aimed at limiting global warming can increase their operating costs and reduce profitability, while translating into potentially higher credit losses for CIBC. CIBC is also exposed to reputational risks due to changing stakeholder expectations related to action or inaction in addressing climate-related risks.
Information and Cyber Security Risk: CIBC continues to evolve its use of technology and business processes to improve the client experience and streamline operations. Concurrently, cyber threats are growing in frequency and sophistication, increasing the potential for financial loss, reputational harm, regulatory exposure and business interruption. CIBC actively manages these risks through strategic risk reviews and enterprise-wide technology and information security programs aimed at prevention, detection, response and recovery. Threats include data breaches, malware and ransomware, unauthorized access, social engineering and fraud, and denial-of-service attacks, which may result in damage to CIBC systems and information; theft, loss or disclosure of confidential information; unauthorized or fraudulent activity; and service disruption at CIBC or its service providers, including those that offer cloud services.
Technology risk: CIBC is continuing to evolve its technology services to improve the client experience and streamline operations. New technology solutions offer advanced capabilities, connectivity between systems and efficiencies to support a growing business, while also increasing the complexity of ongoing management and resilience across multiple internal and external stakeholders and platforms hosted on premises, in the cloud or by third parties. Globally, regulators continue to expect financial institutions to have well-designed and managed technology development, deployment, operational and support processes in place to actively manage the risks inherent to a large enterprise technology environment.
The Issuer's results could be affected by legislative and regulatory developments in the jurisdictions where the Issuer conducts business: As the Issuer operates in a number of jurisdictions and its activities are subject to extensive regulation in those jurisdictions, the Issuer's financial performance and position could be affected by changes to law, statutes, regulations or regulatory policies, rules or guidelines in those jurisdictions where the Issuer operates, including changes in their interpretation, implementation or enforcement.
Risks related to legal proceedings and other contingencies: In the ordinary course of its business, the Issuer is a party to a number of legal proceedings, including regulatory investigations, in which claims for substantial monetary damages are asserted against the Issuer and its subsidiaries. It is possible that the Issuer could receive judicial or regulatory decisions or judgments that result in fines, criminal prosecution, damages and other costs that could damage its reputation and have a negative impact on the Issuer's results.
- The Issuer relies on third parties to provide certain key components of its business infrastructure: Third parties provide key components of the Issuer's business infrastructure such as Internet connections and network access and other voice or data communication services. Given the high volume of transactions the Issuer processes on a daily basis, certain errors may be repeated or compounded before they are discovered and successfully rectified. Despite any contingency plans the Issuer may have in place, the Issuer's ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports the Issuer's businesses and the communities in which they are located.
Borrower and Counterparty Risk Exposure: The ability of the Issuer to make payments in connection with any Notes is subject to general credit risks, including credit risks of borrowers. The failure to effectively manage credit risk across the Issuer's products, services and activities can have a direct, immediate and material impact on the Issuer's earnings and reputation.
3. Key information on the securities
What are the main features of the securities?
Type and class of Notes and ISIN: The Notes are Index Linked Notes. The Notes will be uniquely identified by ISIN: XS3456246357; Common Code: 345624635; Series Number: SPEU 7859. Interest is payable on the Notes calculated by reference to the value or performance of the Euro Stoxx 50 Index (the "Reference Item") as further described below. Redemption Amounts payable in respect of the Notes are linked to the value or performance of the Reference Item as further described below.
Currency, nominal amount/denomination, par value, aggregate nominal amount and term of the securities:
The Currency of the Notes is Euros ("€" or "EUR"). The nominal amount (the "Nominal Amount") or specified denomination (the "Specified Denomination") per Note is EUR 1,000. The calculation amount (the "Calculation Amount") is EUR 1,000 per Note. The Notes are issued in registered form in accordance with Regulation S and will initially be represented by a global Note.
EUR 30,000,000 in aggregate nominal amount of Notes will be issued. The term of the Notes is from the issue date to the Maturity Date. The scheduled maturity date (the "Maturity Date") of the Notes is 12 September 2033, subject to postponement if the Valuation Date is postponed by a Market Disruption Event.
Rights attached to the Notes:
Governing Law: The governing law of the Notes is English law.
Calculation Agent: Canadian Imperial Bank of Commerce, Toronto Main Branch
The Notes will give each holder of Notes (a "Noteholder") the right to receive the following:
Interest: In respect of each Interest Payment Date and the Coupon Valuation Date falling immediately prior to such Interest Payment Date:
if a Coupon Barrier Event has not occurred in respect of such Coupon Valuation Date, as determined by the Calculation Agent, the Interest Amount in respect of each Note payable on such Interest Payment Date shall be the Specified Interest Amount
if a Coupon Barrier Event has occurred in respect of such Coupon Valuation Date, as determined by the Calculation Agent, the Interest Amount in respect of each Note payable on such Interest Payment Date shall be zero.
Where:
"Coupon Barrier Event" means, in respect of a Coupon Valuation Date (and a Coupon Barrier Event shall be deemed to have occurred if), the Reference Item Closing Value of the Reference Item on such Coupon Valuation Date is less than the Coupon Barrier Level in respect of such Reference Item, as determined by the Calculation Agent.
"Coupon Barrier Level" means: 100% x Initial Value (t = 2 to 13); 80% x Initial Value (t = 14).
"Initial Value" means means the arithmetic average of the Closing Index Level of the Reference Item at the Scheduled Closing Time on each of the Strike Dates, as determined by the Calculation Agent, being EUR 6,408.230 .
"Specified Interest Amount" means Calculation Amount x (4.15 per cent. x t)
Where:
"t" means a number (from 2 to 14) representing the chronological order of the Valuation Period ending on the relevant Coupon Valuation Date as set out in the second column of the Interest Payment Table.
"Valuation Period" means the period beginning on (and including) the Trade Date and ending on (but excluding) the first Coupon Valuation Date and each successive period beginning on (and including) a Coupon Valuation Date to (but excluding) the next successive Coupon Valuation Date up to the Final Valuation Date (as defined in the Interest Payment Table).
The Coupon Valuation Dates are: 26 February 2027
30 August 2027
29 February 2028
29 August 2028
28 February 2029
29 August 2029
28 February 2030
29 August 2030
28 February 2031
29 August 2031
27 February 2032
30 August 2032
28 February 2033
and 29 August 2033
The corresponding Interest Payment Dates are:
12 March 2027
13 September 2027
14 March 2028
12 September 2028
14 March 2029
12 September 2029
14 March 2030
12 September 2030
14 March 2031
12 September 2031
12 March 2032
13 September 2032
14 March 2033
and the Maturity Date
Redemption Amount: The Issuer shall redeem the Notes on the Maturity Date at the redemption amount (the "Redemption Amount") determined in accordance with paragraph (a) or (b) below:if the Calculation Agent determines that a Barrier Event has not occurred, the Redemption Amount shall be the Calculation Amount;
if the Calculation Agent determines that a Barrier Event has occurred, and:
the Final Value of the Reference Item is greater than or equal to the Put Strike of the Reference Item, the Redemption Amount shall be the Calculation Amount; or
the Final Value of the Reference Item is less than the Put Strike of the Reference Item, the Redemption Amount shall be an amount calculated by the Calculation Agent in accordance with the formula below:
CA ×
Final Value Initial Value
Where:
"CA" means the Calculation Amount.
"Barrier Event" means, in respect of the Barrier Reference Date (and a Barrier Event shall be deemed to have occurred if), the Reference Item Closing Value of the Reference Item on the Barrier Reference Date is less than the Barrier Event Strike in respect of such Reference Item, as determined by the Calculation Agent.
"Barrier Event Strike" means 60% x Initial Value, being EUR 3,844.938.
"Final Value" is the Closing Index Level of the Reference Item on the Valuation Date as determined by the Calculation Agent and subject to adjustment and correction in accordance with the Conditions.
"Initial Value" means the arithmetic average of the Closing Index Level of the Reference Item at the Scheduled Closing time on each of the Strike Dates, as determined by the Calculation Agent, being EUR 6,408.230.
"Put Strike" means 60% x Initial Value.
- Early Redemption: The Notes may be redeemed early for tax reasons or on an event of default or illegality at an amount per Calculation Amount determined by the Calculation Agent which shall represent the fair market value of such Calculation Amount on the date of redemption, including accrued interest (if any), adjusted to account fully for any losses, expenses and costs to the Issuer (or any of its Affiliates) of unwinding any underlying or related hedging and funding arrangements, all as determined by the Calculation Agent in its sole and absolute discretion. The Early Redemption Amounts payable in respect of the Notes are linked to the value or performance of the Reference Item.
-
Early Redemption on occurrence of Early Redemption Event: If the Calculation Agent determines that an Early Redemption Event in respect of any Early Redemption Valuation Date has occurred, the Issuer shall redeem each Note on the Early Redemption Date scheduled to fall immediately after the date on which such Early Redemption Valuation Date is scheduled to fall where:
"Early Redemption Barrier" means: 100% x Initial Value (t = 2 to 13).
"Early Redemption Event" means in respect of an Early Redemption Valuation Date, the Calculation Agent determines that the Reference Item Closing Value of the Reference Item on such Early Redemption Valuation Date is greater than or equal to the Early Redemption Barrier.
"Initial Value" means the arithmetic average of the Closing Index Level of the Reference Item at the Scheduled Closing Time on each of the Strike Dates, as determined by the Calculation Agent.
The Early Redemption Valuation Dates are:
30 August 2027
29 February 2028
29 August 2028
28 February 2029
29 August 2029
28 February 2030
29 August 2030
28 February 2031
29 August 2031
27 February 2032
30 August 2032
28 February 2033
The corresponding Early Redemption Dates are:
13 September 2027
14 March 2028
12 September 2028
14 March 2029
12 September 2029
14 March 2030
12 September 2030
14 March 2031
12 September 2031
12 March 2032
13 September 2032
14 March 2033
The Early Redemption Amount is EUR 1,000 per EUR 1,000 Calculation Amount.
Relative seniority of the securities in the Issuer's capital structure in the event of insolvency: The Notes are Senior Notes and constitute deposit liabilities of the Issuer for purposes of the Bank Act. The Notes will rank pari passu with all deposit liabilities of the Issuer (except as otherwise prescribed by law) without any preference amongst themselves. The Notes are not deposits insured under the CDIC Act. The Notes are not subject to Canada's bank resolution powers.
Description of restrictions on free transferability of the securities: The Notes are freely transferable (subject to all applicable laws).
Where will the securities be traded? Application has been made to admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange.
What are the key risks that are specific to the securities? Risks relating to the Notes include:
What are the key risks that are specific to the securities?
No interest or additional amounts may be payable under the Notes: Prospective investors should note that if a Coupon Barrier Event has occurred in respect of a Coupon Valuation Date that no interest will be paid on the Notes on the corresponding Interest Payment Date. An investor in such Notes, in the context of its own financial position, must be capable of holding such Notes to maturity with no income stream in the form of interest payments. As there may be no periodic payment of interest to the Noteholders, any increase in the value of the underlying Reference Item will not be crystallized until the Notes are redeemed and the Notes may fall in value at any time prior to redemption.
An investment in Reference Item Linked Notes entails significant risks that are not associated with similar investments in a conventional fixed rate or floating rate debt security: The Notes are Reference Item Linked Notes
with payment of principal and interest determined by reference to the Euro Stoxx 50 Index. An investment in such Notes entails significant risks that are not associated with similar investments in a conventional fixed rate or floating rate debt security and in some circumstances the value of the Notes may be less than the nominal amount of the Notes and may be zero in which case an investor may lose some or all of the amount it invested in the Notes. Potential investors should be aware that:
(i) investors may receive no interest or they may receive interest at a rate that is less than that payable on a conventional fixed rate or floating rate debt security issued at the same time;
payment of principal or interest may occur at a different time than expected; they may lose all or a substantial portion of their principal or investment;
investors should be willing to hold these Notes until the maturity date as the secondary market for such Notes may be limited or non-existent and if there is a limited secondary market then the lack of demand may reduce the market price at which Notes may be sold prior to maturity;
the Reference Item may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other securities, funds or indices and may depend on a number of interrelated factors over which the Issuer has no control, including economic, financial and political events in one or more jurisdictions, including factors affecting capital markets generally;
the timing of changes in the Reference Item may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Reference Item, the greater the effect on yield;
Notes are of limited maturity and, unlike direct investments in an index, investors are not able to hold them beyond the Maturity Date in the expectation of a recovery in the price of the underlying; and
the price at which an investor will be able to sell Notes prior to the Maturity Date may be at a substantial discount to the market value of the Notes at the time they are issued depending on the performance of the Reference Item.The amount paid by the Issuer on redemption of such Notes may be less than the nominal amount of the Notes, together with any accrued interest, and may in certain circumstances be zero: The value of the Reference Item on any day will reflect the value of its constituents on such day. Changes in the composition of such Reference Item and factors which either affect or may affect the value of the constituents, will affect the value of such Reference Item and therefore may affect the return on an investment in Notes.
The Notes will represent an investment linked to the economic performance of the Reference Item: The Notes will represent an investment linked to the economic performance of the Reference Item and prospective investors should note that the return (if any) on their investment in such Notes will depend upon the performance of such Reference Item. Potential investors should also note that while the market value of Notes is linked to such Reference Item and will be influenced (positively or negatively) by such Reference Item, any change may not be comparable and may be disproportionate. Fluctuations in the value and/or volatility of the Reference Item may affect the value of the Notes. Investors in the may risk losing their entire investment if the value of the relevant Reference Item does not move in the anticipated direction.
The tax treatment of the Notes is uncertain: The tax treatment of the Notes is uncertain and the tax treatment applicable to such Notes may change before the maturity, exercise or redemption (as applicable) of the Notes. Prospective investors should consult their own independent tax advisors before making an investment in the Notes.
The Notes may redeem early following an 'automatic redemption (autocall) event: The Notes be automatically redeemed prior to the scheduled redemption date if the level, price, value or performance of the Reference Item breaches the Early Redemption Barrier on the relevant Early Redemption Valuation Date. In the event that such an automatic redemption (autocall) event occurs, investors will be paid an early redemption amount equal to the Calculation Amount or such other amount specified in the Conditions. In such case, investors may not be able to reinvest the proceeds from an investment at a comparable return and/or with a comparable interest rate for a similar level of risk. Potential investors should consider such reinvestment risk in light of other available investments before they purchase the Notes. In the event that an automatic redemption (autocall) event does not occur during the term of the Notes, investors may lose some or all of their investment at maturity, depending on the performance of the Underlying Asset(s) and the Conditions of their Notes
Risks associated with Index Linked Notes: Indices are comprised of a synthetic portfolio of shares, bonds, currency exchange rates, commodities and other assets and, as such, the performance of an index is dependent upon the performance of components of such index, which may include interest rates, currency developments, political factors, market factors such as the general trends in capital markets or broad based indices. If an index does not perform as expected, this will materially and adversely affect the value of Index Linked Notes.
Returns on the Notes may not reflect the return an investor would realise if it actually owned the relevant assets comprising the components of the index or owned a different form of interest in the relevant index and in the same proportion as the weighting of such relevant assets in the index. For example, if the components of the indices are equity securities, Noteholders will not receive any dividends paid or distributions made on those equity securities and will not participate in the return on those dividends or distributions unless the relevant index takes dividends into account for
purposes of calculating the relevant level. Similarly, an investor in the Notes will not benefit from any voting rights or rights to receive cash dividends or other distributions or rights that it would have benefited in case of direct investment in the securities. Accordingly, holders of Notes may receive a lower payment on the redemption/settlement of such Notes than such holders would have received if they had invested in the components of the index directly or other comparable instruments linked to the index.
The Calculation Agent may determine that an event giving rise to a Disrupted Day (as defined in the Conditions) and/or an Additional Disruption Event has occurred at any relevant time. Any such determination may have an effect on the timing of valuation and consequently the value of the Notes and/or may delay any applicable payments or settlement.
If an Index Adjustment Event occurs, prospective purchasers should note that the Issuer may redeem the Notes early at the Early Redemption Amount specified in the Final Terms.
The Index Sponsor of any relevant Index can add, delete or substitute the assets comprised in the Index or amend in any other way the methodology of the Index. Investors should be aware that those decisions by the Index Sponsor may adversely affect the value of the Notes (for example, if the components of the indices are equity securities, if a newly added company performs significantly worse or better than the company it replaces). No Index Sponsor of any relevant Index has to consider interests of Noteholders in calculating and revising the Index.
The market price of such Notes may be volatile and may be affected by the time remaining to the redemption date and the volatility of the level of the index. The level of the index may be affected by the economic, financial and political events in one or more jurisdictions, including the stock exchange(s) or quotation system(s) on which any assets comprising the index or indices may be traded.
4. Key information on the offer of securities to the public and/or the admission to trading on the regulated market
Under what conditions and timetable can I invest in these securities? The Notes have been offered to the dealer at the issue price of 100 per cent. of the aggregate nominal amount. The Notes are not being publicly offered.
Issue date and admission to trading: The issue date of the Notes is 3 August 2026 and application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange on or around the issue date.
Estimated total expenses of the issue/offer, including estimated expenses charged to the purchaser by the Issuer/offeror: There are no estimated expenses charged to any purchaser by the Issuer. CIBC Capital Markets (Europe)
S.A is not paid a commission in connection with the distribution of the Notes.
Who is the offeror and/or the person asking for admission to trading? The Issuer is the entity requesting for the admission to trading of the Notes.
Why is this prospectus being produced?
Reasons for the issue, estimated net proceeds and use of proceeds: The net proceeds from the issue of the Notes, which are expected to amount to EUR 30,000,000 will be used by the Issuer for its general corporate purposes.
Underwriting agreement on a firm commitment basis: The offer of the Notes is not subject to an underwriting agreement on a firm commitment basis.
Material conflicts pertaining to the issue/offer: In making calculations and determinations with regard to the Notes, there may be a difference of interest between the Securityholders and the Issuer, CIBC Capital Markets (Europe) S.A and their affiliated entities. In particular, the Issuer, CIBC Capital Markets (Europe) S.A and their affiliated entities may have interests in other capacities (such as other business relationships and activities) and when acting in such other capacities may pursue actions and take steps that they deem necessary to protect their interests without regard to the consequences for any particular Securityholder, which may have a negative impact on the value of and return on the Notes. In the ordinary course of its business, the Issuer, CIBC Capital Markets (Europe) S.A and/or any of their affiliates may effect transactions in relation to underlying asset(s) and may enter into one or more hedging transactions with respect to the Notes. Such activities may affect the market price, liquidity, value of or return on the Notes and could be adverse to the interest of the relevant Securityholders.
The Issuer acts as Calculation Agent. Under the Conditions, the Calculation Agent has discretion to make determinations, including whether a Barrier Event has occurred or not, whether an event giving rise to a Disrupted Day and/or an Additional Disruption Event has occurred and whether an Early Redemption Event has occurred.
