Canadian Imperial Bank of Commerce

Regulatory Filings • Mar 24, 2025

FWP 1 ea0235459-fwp_canadian.htm FREE WRITING PROSPECTUS

Filed Pursuant to Rule 433

Registration Statement No. 333-282307

(To Prospectus dated October 2, 2024 and

Preliminary Prospectus Supplement dated

March 24, 2025)

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the US Securities and Exchange Commission. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document where required by applicable law.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors and tax consequences relating to the securities offered, before making an investment decision. Investing in the Notes involves risks. See the “Risk Factors” sections of the Prospectus Supplement and the accompanying Prospectus.**

CANADIAN IMPERIAL BANK OF COMMERCE

US$400,000,000 Floating Rate Senior Notes due 2029 (the “ Floating Rate Notes ”)

US$1,400,000,000 4.857% Fixed-to-Floating Rate Senior Notes due 2029 (the “ Fixed-to-Floating Rate Notes ”)

(together, the “ Notes ”)

Pricing Term Sheet

March 24, 2025

Issuer:	Canadian Imperial Bank of Commerce (the “ Bank ”)
Pricing Date:	March 24, 2025
Settlement Date**:	March 31, 2025 (T+5)
Joint Book-Running Managers:	CIBC World Markets Corp. Barclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, Inc. J.P. Morgan Securities LLC
Co-Managers:	Academy Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC Santander US Capital Markets LLC Standard Chartered Bank UBS Securities LLC Wells Fargo Securities, LLC

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| Bail-inable Notes: | The Notes are bail-inable notes and subject
to conversion in whole or in part—by means of a transaction or series of transactions and in one or more steps—into common
shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “ CDIC
Act ”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario
and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. For a description
of the Canadian bank resolution powers and related risk factors attaching to investment in the Notes, see information under the headings
“ Description of the Notes—Special Provisions Related to Bail-in Regime ” and “ Risk Factors ”
in the prospectus supplement relating to the Notes (the “prospectus supplement”) |
| --- | --- |
| Use of Proceeds: | The net proceeds from the sale of the Notes
will be added to the Bank’s funds and will be used for general corporate purposes |

US$400,000,000 Floating Rate Senior Notes due 2029

Aggregate Principal Amount Offered:	US$400,000,000
Maturity Date:	March 30, 2029
Price to the Public:	100.000% of the principal amount plus accrued
interest, if any, from March 31, 2025
Interest Rate:	The interest rate on the Floating Rate Notes for each interest period will be equal to Compounded SOFR plus the applicable margin
Compounded SOFR:	A compounded average of daily Secured Overnight
Financing Rate (“SOFR”) determined by reference to the SOFR Index (as defined in the prospectus supplement) for each quarterly
interest period in accordance with the specific formula described under “ Description of the Notes—Interest—Secured
Overnight Financing Rate and the SOFR Index ” in the prospectus supplement
Margin:	+103 basis points
Floating Rate Interest Payment Dates:	March 30,
June 30, September 30, and December 30 of each year commencing on June 30, 2025 (short first coupon), and at maturity (or, if the
Floating Rate Notes are redeemed earlier, the redemption date)

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| Interest Period: | The period commencing on any Floating Rate Interest
Payment Date (or, with respect to the initial interest period only, from, and including, March 31, 2025) to, but excluding, the next succeeding
Floating Rate Interest Payment Date, and in the case of the last such period, from, and including, the Floating Rate Interest Payment
Date immediately preceding the maturity date to, but not including, the maturity date of the Floating Rate Notes |
| --- | --- |
| Floating Rate Interest Payment Determination Dates: | The date two U.S. Government Securities Business Days before each Floating Rate Interest Payment Date |
| U.S. Government Securities Business Day: | Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities |
| Calculation Agent: | The Bank of New York Mellon |
| Optional Redemption: | The Bank, at its option, may redeem the Floating Rate Notes (a) in whole, but not in part, on March 30, 2028 (one year prior to the Floating Rate Notes Maturity Date), or (b) in whole at any time or in part from time to time, on or after February 28, 2029 (one month prior to the maturity date of the Floating Rate Notes), in each case, on at least 5 days’ but not more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date |
| Tax Redemption: | The Bank may redeem the Floating Rate Notes
at its option in whole but not in part, upon the occurrence of certain events pertaining to Canadian taxation. This redemption would
be at 100% of the principal amount, together with accrued and unpaid interest on the Floating Rate Notes to, but excluding, the redemption
date |
| CUSIP/ISIN: | 13607P J21 / US 13607PJ212 |

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| US$1,400,000,000 4.857% Fixed-to-Floating
Rate Senior Notes due 2029 | |
| --- | --- |
| Aggregate Principal Amount Offered: | US$1,400,000,000 |
| Maturity Date: | March 30, 2029 |
| Interest Reset Date: | March 30, 2028 |
| Fixed Rate Period: | The period from, and including, March 31, 2025 to, but excluding, the Interest Reset Date |
| Floating Rate Period: | The period from, and including, the Interest Reset Date to, but excluding, the maturity date |
| Interest Rate: | (i) During the Fixed Rate Period, the Fixed-to-Floating Rate Notes will bear interest at a rate equal to 4.857% per annum, and (ii) during the Floating Rate Period, the Fixed-to-Floating Rate Notes will bear interest at a rate equal to Compounded SOFR plus the margin |
| Compounded SOFR: | A compounded average of daily SOFR determined
by reference to the SOFR Index (as defined in the prospectus supplement) for each quarterly interest period in accordance with the specific
formula described under “ Description of the Notes—Interest—Secured Overnight Financing Rate and the SOFR Index ”
in the prospectus supplement |
| Margin: | +103 basis points |
| Interest Payment Dates: | During the Fixed Rate Period, March 30 and September
30 of each year, commencing on September 30, 2025 (short first coupon), and ending on the Interest Reset Date During the Floating Rate Period, on March 30, June 30, September 30
and December 30, commencing on June 30, 2028 and ending at maturity (or, if the Fixed-to-Floating Rate Notes are redeemed earlier, the
redemption date) |
| Interest Period: | With respect to the Fixed Rate Period, the period
from, and including, any Interest Payment Date (or, with respect to the initial interest period only, from and including March 31, 2025)
to, but excluding, the next succeeding Interest Payment Date, and in the case of the final such interest period, the Interest Reset Date
(or, if the Fixed-to-Floating Rate Notes are redeemed earlier, the redemption date) With respect to the Floating Rate Period, the
period from, and including, any Interest Payment Date (or, with respect to the initial interest period only, from, and including, the
Interest Reset Date) to, but excluding, the next succeeding Interest Payment Date, and in the case of the final such interest period,
from, and including, the Interest Payment Date immediately preceding the maturity date to, but excluding, such maturity date (or, if the
Fixed-to-Floating Rate Notes are redeemed earlier, the redemption date) |
| Floating Rate Interest Payment Determination Dates: | Two U.S. Government Securities Business Days preceding each Floating Rate Period Interest Payment Date (or, in the case of the final interest period, the maturity date or, if we elect to redeem in whole or in part the Fixed-to-Floating Rate Notes, the redemption date) |
| Benchmark Treasury: | UST 3.875% due March 15, 2028 |
| Benchmark Treasury Price/Yield: | 99-20
¼ / 4.007% |

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Spread to Benchmark Treasury:	+85 basis points
Yield to Interest Reset Date:	4.857%
Price to the Public:	100.000% of the principal amount plus accrued interest, if any, from March 31, 2025
Day Count Convention:	30/360 for the Fixed Rate Period and Actual/360 for the Floating Rate Period
Business Day:	(i) for the Fixed Rate Period, a day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or obligated by law or executive order to close in the city of New York, New York or Toronto, Ontario, and (ii) for the Floating Rate Period, a day that is a U.S. Government Securities Business Day and is neither a legal holiday nor a day on which banking institutions are authorized or obligated by law or executive order to close in the city of New York, New York or Toronto, Ontario
U.S. Government Securities Business Day:	Any day except for a Saturday, a Sunday or
a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in U.S. government securities
Calculation Agent:	The Bank of New York Mellon
Optional Redemption:	At any time after September 27, 2025 (the date that is 180 days after
the issue date of the Fixed-to-Floating Rate Notes) (or, if additional notes are issued, after the date that is 180 days after the issue
date of such additional notes) and prior to the Interest Reset Date (one year prior to the maturity date of the Fixed-to-Floating Rate
Notes), the Bank may redeem the Fixed-to-Floating Rate Notes, in whole at any time or in part from time to time, at the Bank’s option,
on at least 5 days’ but not more than 60 days’ prior notice, at a redemption price equal to the greater of: (i)
100% of the principal amount of the Fixed-to-Floating Rate Notes to be redeemed; and (ii)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed-to-Floating Rate
Notes to be redeemed discounted to the redemption date (assuming the Fixed-to-Floating Rate Notes to be redeemed matured on the
Interest Reset Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate
(as defined in the prospectus supplement) plus 15 basis points, less (b) interest accrued to, but excluding, the redemption
date; plus, in either case, accrued and unpaid interest on the principal
amount of the Fixed-to-Floating Rate Notes to be redeemed to, but excluding, the redemption date In addition, the Bank, at its option, may
redeem the Fixed-to-Floating Rate Notes (a) in whole, but not in part, on the Interest Reset Date, or (b) in whole at any time or in
part from time to time, on or after February 28, 2029 (one month prior to the maturity date of the Fixed-to-Floating Rate Notes), in
each case at a redemption price equal to 100% of the principal amount of the Fixed-to-Floating Rate Notes to be redeemed, plus accrued
and unpaid interest thereon to, but excluding, the redemption date
Tax Redemption:	The Bank may redeem the Fixed-to-Floating Rate Notes at its option in whole but not in part, upon the occurrence of certain events pertaining to Canadian taxation. This redemption would be at 100% of the principal amount, together with accrued and unpaid interest on the Fixed Rate Notes to, but excluding, the redemption date
CUSIP/ISIN:	13607P H98 / US 13607PH984

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The Bank has filed a shelf registration statement on Form F-3 (File No. 333-282307) and a preliminary prospectus supplement dated March 24, 2025 (including the base prospectus, the “ Prospectus ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering.

You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling CIBC World Markets Corp. toll-free at (800) 282-0822; Barclays Capital Inc. toll-free at (888) 603-5847; BNP Paribas Securities Corp. toll-free at (800) 854-5674; BofA Securities, Inc. toll-free at (800) 294-1322; or J.P. Morgan Securities LLC at (212) 834-4533.

**We expect that delivery of the Notes will be made against payment therefor on or about March 31, 2025, which is five business days following the date of pricing of the Notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Notes on any date prior to the business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade their Notes on any date prior to one business day before delivery should consult their own advisor.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimer or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.

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