加拿大帝国商业银行美股招股说明书(2025-01-07版)

CANADIAN IMPERIAL BANK OF COMMERCE US$400,000,000 Floating Rate Senior Notes due 2028US$1,000,000,000 4.862% Fixed-to-Floating Rate Senior Notes due 2028US$900,000,000 5.245% Fixed-to-Floating Rate Senior Notes due 2031 The US$400,000,000 Floating Rate Senior Notes due 2028 (the “Floating Rate Notes”) offered by thisprospectus supplement (this “Prospectus Supplement”) will mature on January 13, 2028. The Floating RateNotes will bear interest at a floating rate payable quarterly in arrears on January 13, April 13, July 13 andOctober 13 of each year, beginning on April 13, 2025. See “Description of the Notes — Interest — FloatingRate Notes.” The US$1,000,000,000 4.862% Fixed-to-Floating Rate Senior Notes due 2028 (the “2028 Fixed-to-Floating Rate Notes”) offered by this Prospectus Supplement will mature on January 13, 2028. The 2028Fixed-to-Floating Rate Notes will bear interest (a) from, and including, January 13, 2025 to, but excluding,January 13, 2027 (such date, the “2028 Notes Interest Reset Date” and such period, the “2028 Notes Fixed RatePeriod”), at a rate equal to 4.862% per annum, payable semi-annually in arrears on January 13 and July 13 ofeach year, beginning on July 13, 2025 and ending on the 2028 Notes Interest Reset Date, and (b) from, andincluding, the 2028 Notes Interest Reset Date to, but excluding, the maturity date of the 2028 Fixed-to-FloatingRate Notes (the “2028 Notes Floating Rate Period”), at a floating rate per annum determined by reference to theSecured Overnight Funding Rate (“SOFR”) compounded daily over a quarterly interest payment period inaccordance with the specific formula described in this prospectus supplement plus a margin of 0.720% perannum, payable quarterly in arrears on January 13, April 13, July 13 and October 13, beginning on April 13,2027 and ending on the maturity date of the 2028 Fixed-to-Floating Rate Notes (or, if the 2028 Fixed-to-Floating Rate Notes are redeemed earlier, the redemption date). See “Description of the Notes — Interest —Fixed-to-Floating Rate Notes.” The US$900,000,000 5.245% Fixed-to-Floating Rate Senior Notes due 2031 (the “2031 Fixed-to-Floating Rate Notes” and, together with the 2028 Fixed-to-Floating Rate Notes, the “Fixed-to-Floating RateNotes” and, the Fixed-to-Floating Rate Notes together with the Floating Rate Notes, the “Notes”) offered bythis Prospectus Supplement will mature on January 13, 2031. The 2031 Fixed-to-Floating Rate Notes will bearinterest (a) from, and including, January 13, 2025 to, but excluding, January 13, 2030 (such date, the “2031Notes Interest Reset Date” and such period, the “2031 Notes Fixed Rate Period”), at a rate equal to 5.245% perannum, payable semi-annually in arrears on January 13 and July 13 of each year, beginning on July 13, 2025and ending on the 2031 Notes Interest Reset Date, and (b) from, and including, the 2031 Notes Interest ResetDate to, but excluding, the maturity date of the 2031 Fixed-to-Floating Rate Notes (the “2031 Notes FloatingRate Period”), at a floating rate per annum determined by reference to SOFR compounded daily over aquarterly interest payment period in accordance with the specific formula described in this prospectussupplement plus a margin of 1.105% per annum, payable quarterly in arrears on January 13, April 13, July 13and October 13, beginning on April 13, 2030 and ending on the maturity date of the 2031 Fixed-to-FloatingRate Notes (or, if the 2031 Fixed-to-Floating Rate Notes are redeemed earlier, the redemption date). See“Description of the Notes — Interest — Fixed-to-Floating Rate Notes.” The notes of each series are redeemable at the applicable times and at the applicable redemption pricesdiscussed under the caption “Description of the Notes — Optional Redemption.” In addition, all, but not lessthan all, of the notes of each series are redeemable under the circumstances described under “Description of theNotes — Tax Redemption.” Table of Contents The Notes are bail-inable notes (as defined herein) and are subject to conversion in whole or in part — bymeans of a transaction or series of transactions and in one or more steps — into common shares of the Bank orany of its affiliates under subsection 39.2(2.3) of theCanada Deposit Insurance Corporation Act(Canada) (the“CDIC Act”) and to variation or extinguishment in consequence, and are subject to the application of the lawsof the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of theCDIC Act with respect to the Notes. The Notes will be unsecured and unsubordinated obligations of CIBC and will constitute depositliabilities of the Bank for the purposes of theBank Act(Canada) (the “Bank Act”). Each series of Notes is a new issue of securities with no established trading market. We do not intend tolist the Notes of any series on any securities exchange or automated quotation system. Neither the SEC nor any state securities regulator has approved or disapproved of the Notes,