Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
06 March 2025 - 3:53AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-272447
Canadian Imperial
Bank of Commerce
Market Linked Securities |

|
Market
Linked Securities – Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk
Securities Linked to the Russell 2000® Index due April 2, 2029
Term Sheet to Preliminary
Pricing Supplement dated March 5, 2025 |
Issuer |
Canadian
Imperial Bank of Commerce (“CIBC”) |
Market
Measure |
The
Russell 2000® Index (Bloomberg ticker symbol “RTY”) (the “Index”) |
Face
Amount (Original Offering Price) |
The
principal amount of $1,000 per security |
Pricing
Date* |
March 28,
2025 |
Issue
Date* |
April 2,
2025 |
Stated
Maturity Date* |
April 2,
2029 |
Automatic
Call |
If
the Closing Level of the Index on any Call Observation Date (including the Final Valuation Date) is greater than or equal to the
Starting Level, the securities will be automatically called for the face amount plus the Call Premium applicable to that Call Observation
Date. |
|
|
|
|
|
Call
Observation Dates and Call Premiums |
|
Call
Observation Dates* |
Call
Premiums** |
|
|
April 2,
2026 |
at
least 8.75% of the face amount |
|
|
April 2,
2027 |
at
least 17.50% of the face amount |
|
|
April 3,
2028 |
at
least 26.25% of the face amount |
|
|
March 28, 2029
(the “Final Valuation Date”) |
at
least 35.00% of the face amount |
|
|
|
|
|
|
|
**
to be determined on the Pricing Date. |
Call Payment Date
|
Three
business days after the applicable Call Observation Date (if the securities are called on the last Call Observation Date, the Call
Payment Date will be the Stated Maturity Date) |
Maturity
Payment Amount (per security) |
· if
the Ending Level is less than the Starting Level but greater than or equal to the Threshold Level: $1,000; or
· if
the Ending Level is less than the Threshold Level:
$1,000 minus:
|
Starting
Level |
The
Closing Level of the Index on the Pricing Date |
Ending
Level |
The
Closing Level of the Index on the Final Valuation Date |
Threshold
Level |
90.00%
of the Starting Level |
Calculation
Agent |
CIBC |
Denominations |
$1,000
and integral multiples of $1,000 in excess thereof |
Agent’s
Underwriting Discount and Other Fees |
Up
to 2.825%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession
of up to 2.00% and WFA may receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this
offering, the Issuer may pay a fee of up to 0.20% per security to selected securities dealers in consideration for marketing and
other services in connection with the distribution of the securities to other securities dealers. |
CUSIP
/ ISIN |
13607XWA1
/ US13607XWA17 |
Material
Tax Consequences |
See
the preliminary pricing supplement |
*Subject to
change |
Hypothetical Payout Profile*** |
***assumes a Call Premium equal to the
lowest possible Call Premium that will be determined on the Pricing Date.
If the securities are not automatically
called and the Ending Level is less than the Threshold Level, you will have 1-to-1 downside exposure to the decrease in the level of
the Index in excess of 10% and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
Any positive return on the securities
will be limited to the applicable Call Premium, even if the Closing Level of the Index on the applicable Call Observation Date significantly
exceeds the Starting Level. You will not participate in any appreciation of the Index beyond the applicable Call Premium.
The Issuer’s estimated
value of the securities on the Pricing Date, based on the Issuer’s internal pricing models, is expected to be at least $937.50
per security but less than the original offering price. The estimated value of the securities is not an indication of actual profit to
the Issuer or to any of the Issuer’s affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities,
LLC (“Wells Fargo Securities”) or any other person may be willing to buy the securities from you at any time after issuance.
See “The Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/1045520/000110465925020688/tm257948d12_424b2.htm
The
securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt
securities. See “Selected Risk Considerations”
in this term sheet and beginning on page PRS-8 of the accompanying preliminary pricing supplement,
and “Risk Factors” beginning on page S-1 of the underlying supplement, page S-1 of the prospectus supplement
and page 1 of the prospectus.
This introductory
term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors
should carefully review the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement
and prospectus before making a decision to invest in the securities. If
the terms described in the preliminary pricing supplement are inconsistent with those described herein, the terms described in the preliminary
pricing supplement will control.
NOT A BANK DEPOSIT AND NOT INSURED
BY THE CANADA DEPOSIT INSURANCE CORPORATION, THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected
Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the
accompanying underlying supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
Risks Relating To The Structure Of The Securities
| · | If The Securities Are Not Automatically Called And The Ending Level Is Less Than The Threshold Level, You Will Receive Less, And Up
To 90.00% Less, Than The Face Amount Of Your Securities At Maturity. |
| · | The Potential Return On The Securities Is Limited To The Call Premium. |
| · | You Will Be Subject To Reinvestment Risk. |
| · | No Periodic Interest Will Be Paid On The Securities. |
| · | A Call Payment Date Or The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed. |
Risk Relating To The Credit Risk Of CIBC
| · | The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce. |
Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market
| · | Our Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities. |
| · | Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others’ Estimates. |
| · | Our Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt. |
| · | The Estimated Value Of The Securities Will Not Be An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any
Other Person May Be Willing To Buy The Securities From You In The Secondary Market. |
| · | The Value Of The Securities Prior To Maturity Or Automatic Call Will Be Affected By Numerous Factors, Some Of Which Are Related In
Complex Ways. |
| · | The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop. |
Risk Relating To The Index
| · | An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With A Small Market
Capitalization. |
Risks Relating To Conflicts Of Interest
| · | We Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts Of Interest Could Arise. |
| · | Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your Interests. |
Risks Relating To Tax
| · | The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear. |
| · | There Can Be No Assurance That The Canadian Federal Income Tax Consequences Of An Investment In The Securities Will Not Change In
The Future. |
The Issuer has filed a registration
statement (including a prospectus, a prospectus supplement, an underlying supplement and a product supplement) with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read
the prospectus, the prospectus supplement, the underlying supplement and the product supplement in that registration statement and other
documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any agent or any dealer participating in the offering will
arrange to send you the prospectus, the prospectus supplement, the underlying supplement and the product supplement if you request them
by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Wells Fargo Advisors is
a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered
broker-dealers and non-bank affiliates of Wells Fargo & Company.
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