Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2025年1月31日 - 9:29PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-272447
Canadian Imperial Bank of Commerce
Market
Linked Securities |
 |
Market Linked Securities – Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., and the Class A Common Stock of Alphabet Inc. due
August 23, 2028
Term Sheet to Preliminary Pricing Supplement
dated January 31, 2025 |
Summary of Terms |
Issuer |
Canadian Imperial Bank of Commerce (“CIBC”) |
Market Measure |
The lowest performing of the common stock of Apple Inc. (Bloomberg ticker: AAPL), the common stock of Amazon.com, Inc. (Bloomberg ticker: AMZN), and the Class A common stock of Alphabet Inc. (Bloomberg ticker: GOOGL) (each, an “Underlying Stock” and together, the “Underlying Stocks”) |
Face Amount (Original Offering Price) |
The principal amount of $1,000 per security |
Pricing Date* |
February 18, 2025 |
Issue Date* |
February 21, 2025 |
Calculation Day* |
August 18, 2028 |
Stated Maturity Date* |
August 23, 2028 |
Maturity Payment Amount (per security) |
• if
the Ending Price of the Lowest Performing Underlying Stock is greater than its Starting Price:
$1,000 + ($1,000 × Stock Return of
the Lowest Performing Underlying Stock × Upside Participation Rate);
• if the Ending Price of the
Lowest Performing Underlying Stock is less than or equal to its Starting Price, but greater than or equal to its Threshold Price:
$1,000; or
• if the Ending Price of the
Lowest Performing Underlying Stock is less than its Threshold Price:
$1,000 + ($1,000 × Stock Return of the Lowest
Performing Underlying Stock) |
Upside Participation Rate |
At least 285% (to be determined on the Pricing Date) |
Lowest Performing Underlying Stock |
The Underlying Stock with the lowest Stock Return on the Calculation Day. |
Threshold Price |
With respect to each Underlying Stock, 75.00% of its Starting Price. |
Stock Return |
With respect to each Underlying Stock, the “Stock
Return” is the percentage change from its Starting Price to its Ending Price, measured as follows:
Ending Price – Starting Price
Starting Price |
Starting Price |
With respect to each Underlying Stock, its Stock Closing Price on the Pricing Date |
Ending Price |
With respect to each Underlying Stock, its Stock Closing Price on the Calculation Day |
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 2.25% 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 |
13607XVP9 / US13607XVP94 |
Material Tax Consequences |
See the preliminary pricing supplement |
*Subject to change |
Hypothetical Payout Profile**

** assumes an Upside Participation
Rate equal to the lowest possible Upside Participation Rate that will be determined on the Pricing Date
If the Ending Price of the Lowest
Performing Underlying Stock is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the
Lowest Performing Underlying Stock from its Starting Price and will lose more than 25%, and possibly all, of the face amount of your securities
at maturity.
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 $932.10 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/1045520/000110465925007765/tm2432272d61_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-7 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” in the accompanying preliminary pricing supplement, and the “Risk Factors”
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 Ending Price of the Lowest
Performing Underlying Stock Is Less Than Its Threshold Price, You Will Lose More Than 25%, And Possibly All, Of The Face Amount Of Your
Securities At Maturity. |
| · | The Securities Are Subject To
The Full Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying
Stocks Perform Favorably. |
| · | Your Return On The Securities
Will Depend Solely On The Performance Of The Lowest Performing Underlying Stock, And You Will Not Benefit In Any Way From The Performance
Of The Better Performing Stocks. |
| · | You Will Be Subject To Risks
Resulting From The Relationship Among The Underlying Stocks. |
| · | No Periodic Interest Will Be
Paid On The Securities. |
| · | The Stated Maturity Date May
Be Postponed If The 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 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. |
Risks Relating To The Underlying Stocks
| · | The Securities Will Be Subject
To Single Stock Risk. |
| · | You Have Limited Anti-dilution
Protection. |
| · | The Securities May Become Linked
To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer. |
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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