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加拿大帝国商业银行美股招股说明书(2025-10-21版)

2025-10-21 美股招股说明书 欧阳晓辉
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September5, 2023, Prospectus Supplement dated September5, 2023 and Prospectus dated September5, 2023) Canadian Imperial Bank of CommerceSenior Global Medium-Term Notes Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of The Goldman Sachs Group,Inc., the Common Stock ofExxon Mobil Corporation, and the ClassA Common Stock of Meta Platforms,Inc. due October20, 2028 ¨Linked to thelowest performingof the common stock of The Goldman Sachs Group,Inc., the common stock of Exxon Mobil Corporation, and the ClassA common stock of MetaPlatforms,Inc. (each, an “Underlying Stock”) ¨Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic callprior to maturity upon the terms described below. Whether the securities pay a Contingent Coupon Payment, whether the securities are automatically called prior to maturity and, if theyare not automatically called, whether you receive the face amount of your securities at maturity will depend, in each case, on the Stock Closing Price of the Lowest Performing Stock onthe relevant Calculation Day. The Lowest Performing Stock on any Calculation Day is the Underlying Stock that has the lowest Stock Closing Price on that Calculation Day as apercentage of its Starting Price. ¨Contingent Coupon Payments. The securities will pay a Contingent Coupon Payment on a quarterly basis until the earlier of the Stated Maturity Date or automatic call if, and only if,the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination Date is greater than or equal to its Coupon Threshold Price. However, if the Stock ClosingPrice of the Lowest Performing Stock on a Coupon Determination Date is less than its Coupon Threshold Price, you will not receive any Contingent Coupon Payment for the relevantquarter. If the Stock Closing Price of the Lowest Performing Stock is less than its Coupon Threshold Price on every Coupon Determination Date, you will not receive any ContingentCoupon Payments throughout the entire term of the securities. The Coupon Threshold Price of each Underlying Stock is equal to 70% of its Starting Price. The Contingent Coupon Rateis 17.00% per annum ¨Automatic Call.If the Stock Closing Price of the Lowest Performing Stock on any of the quarterly Call Observation Dates from April2026 to July2028, inclusive, is greater than orequal to its Starting Price, the securities will be automatically called for the face amount plus a final Contingent Coupon Payment ¨Potential Loss of Principal.If the securities are not automatically called prior to maturity, you will receive the face amount at maturity if,and only if, the Ending Price of the LowestPerforming Stock on the Final Calculation Day is greater than or equal to its Downside Threshold Price. If the Ending Price of the Lowest Performing Stock on the Final Calculation Dayis less than its Downside Threshold Price, you will lose more than 30%, and possibly all, of the face amount of your securities. The Downside Threshold Price of each Underlying Stockis equal to 70% of its Starting Price ¨If the securities are not automatically called prior to maturity, you will have full downside exposure to the Lowest Performing Stock on the Final Calculation Day from its Starting Price ifits Ending Price is less than its Downside Threshold Price, but you will not participate in any appreciation of any Underlying Stock and will not receive any dividends on any UnderlyingStock ¨Your return on the securities will depend solely on the performance of the Underlying Stock that is the Lowest Performing Stock on each Calculation Day. You will not benefit in any wayfrom the performance of the better performing Underlying Stocks. Therefore, you will be adversely affected if any Underlying Stock performs poorly, even if the other Underlying Stocksperform favorably All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue any Underlying Stock Issuer for payment; ifCanadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of your investment ¨No exchange listing; designed to be held to maturity or earlier automatic call The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected RiskConsiderations” beginning on pagePRS-9 herein and “Risk Factors” beginning on pageS-1 of the accompanying underlying supplement, pageS-1 of the prospectussupplement and page1 of the prospectus. The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian Imperial Bank ofCommerce. The securities will not con