Filed Pursuant to Rule 433
Registration No. 333-272447
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Canadian Imperial Bank of Commerce Market Linked Securities |
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Technology Select Sector SPDR® Fund, the Energy Select Sector SPDR® Fund and the Health Care Select Sector SPDR® Fund due August 29, 2028 Term Sheet to Preliminary Pricing Supplement dated July 28, 2025 | |
Summary of Terms
| Issuer | Canadian Imperial Bank of Commerce (“CIBC”) |
| Market Measure | The lowest performing of the Technology Select Sector SPDR® Fund (Bloomberg ticker symbol “XLK”), the Energy Select Sector SPDR® Fund (Bloomberg ticker symbol “XLE”) and the Health Care Select Sector SPDR® Fund (Bloomberg ticker symbol “XLV”) (each a “Fund,” and collectively the “Funds”) |
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Face Amount (Original Offering Price) |
The principal amount of $1,000 per security |
| Pricing Date* | August 29, 2025 |
| Issue Date* | September 4, 2025 |
| Final Calculation Day* | August 24, 2028 |
| Stated Maturity Date* | August 29, 2028 |
| Contingent Coupon Payments | On each Coupon Payment Date, you will receive a Contingent Coupon Payment at a per annum rate equal to the Contingent Coupon Rate if, and only if, the Fund Closing Price of the Lowest Performing Fund on the related Coupon Determination Date is greater than or equal to its Coupon Threshold Price. Each quarterly Contingent Coupon Payment, if any, will be calculated per security as follows: ($1,000 × Contingent Coupon Rate) / 4 |
| Contingent Coupon Rate | At least 11.25% per annum, to be determined on the Pricing Date |
| Coupon Determination Dates* | Quarterly, on the 24th of each February, May, August and November, commencing November 2025 and ending on the Final Calculation Day, each subject to postponement |
| Coupon Payment Dates | Quarterly, on the third Business Day following each Coupon Determination Date, provided that the Coupon Payment Date with respect to the Final Calculation Day will be the Stated Maturity Date |
| Automatic Call | If the Fund Closing Price of the Lowest Performing Fund on any Call Observation Date is greater than or equal to its Starting Price, the securities will be automatically called, and you will receive a cash payment per security equal to the face amount plus a final Contingent Coupon Payment on the related Call Payment Date. |
| Call Observation Dates* | Quarterly, the Coupon Determination Dates beginning February 2026 and ending May 2028 (together with the Coupon Determination Dates, the “Calculation Days”) |
| Call Payment Dates | The third Business Day following the applicable Call Observation Date |
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Maturity Payment Amount (per security) |
· if the Ending Price of the Lowest Performing Fund on the Final Calculation Day is greater than or equal to its Downside Threshold Price: $1,000; or · if the Ending Price of the Lowest Performing Fund on the Final Calculation Day is less than its Downside Threshold Price: $1,000 × Performance Factor of the Lowest Performing Fund on the Final Calculation Day |
| Lowest Performing Fund | For any Calculation Day, the Fund with the lowest Performance Factor on such Calculation Day. |
| Performance Factor | For a Fund on any Calculation Day, its Fund Closing Price on such Calculation Day divided by its Starting Price (expressed as a percentage). |
| Starting Price | For each Fund, its Fund Closing Price on the Pricing Date |
| Ending Price | For each Fund, its Fund Closing Price on the Final Calculation Day |
| Coupon Threshold Price | For each Fund, 75% of its Starting Price |
| Downside Threshold Price | For each Fund, 70% of its Starting Price |
| *Subject to change | |
Summary of Terms (Continued)
| Calculation Agent | CIBC |
| Denominations | $1,000 and integral multiples of $1,000 in excess thereof |
| Agent’s Underwriting Discount and Other Fees | Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFA will 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 | 13607XYT8 / US13607XYT89 |
| Material Tax Consequences: | See the preliminary pricing supplement. |
Hypothetical Payout Profile (Maturity Payment Amount)
If the securities are not automatically called prior to maturity and the Ending Price of the Lowest Performing Fund on the Final Calculation Day is less than its Downside Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing Fund from its Starting Price and will lose more than 30%, and possibly all, of the face amount of your securities at maturity.
Any positive return on the securities will be limited to the sum of your Contingent Coupon Payments, if any. You will not participate in any appreciation of any Fund, but you will have full downside exposure to the Lowest Performing Fund on the Final Calculation Day if the securities are not automatically called and the Ending Price of that Fund is less than its Downside Threshold Price.
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 $936.10 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/1045520/000110465925071194/tm2519500d88_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-9 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 Securities Are Not Automatically Called Prior To Maturity, You May Lose A Significant Portion Or All Of The Face Amount Of Your Securities At Maturity. |
| · | The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities. |
| · | The Securities Are Subject To The Full Risks Of Each Fund And Will Be Negatively Affected If Any Fund Performs Poorly, Even If The Other Funds Perform Favorably. |
| · | Your Return On The Securities Will Depend Solely On The Performance Of The Lowest Performing Fund On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Funds. |
| · | You Will Be Subject To Risks Resulting From The Relationship Among The Funds. |
| · | You May Be Fully Exposed To The Decline In The Lowest Performing Fund On The Final Calculation Day From Its Starting Price, But Will Not Participate In Any Positive Performance Of Any Fund, And Your Maximum Possible Return On The Securities Will Be Limited To The Sum Of Any Contingent Coupon Payments. |
| · | Higher Contingent Coupon Rates Are Associated With Greater Risk. |
| · | You Will Be Subject To Reinvestment Risk. |
| · | A Coupon Payment Date, A Call Payment Date And 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. |
| Risks Relating To The Funds | |
| · | An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks In The Relevant Sectors. |
| · | Each Fund May Not Be Representative Of An Investment In Its Sector. |
| · | Anti-dilution Adjustments Relating To The Shares Of A Fund Do Not Address Every Event That Could Affect Such Shares. |
| · | The Performance Of A Fund May Not Correlate With The Performance Of Its Underlying Index As Well As The Net Asset Value Per Share Of That Fund, Especially During Periods Of Market Volatility. |
| 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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