加拿大帝国商业银行美股招股说明书(2026-01-07版)

6.500% Fixed Rate Reset Limited Recourse Capital Notes Series9(Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness)700,000 Non-Cumulative 5-Year Fixed Rate Reset ClassA Preferred Shares Series64(Non-Viability Contingent Capital (NVCC)) The US$700,000,000 aggregate principal amount of 6.500% Fixed Rate Reset Limited Recourse CapitalNotes Series9 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”) offeredby this prospectus supplement (this “Prospectus Supplement”) will mature on July 28, 2086. The Notes willbear interest (i)from, and including, January 13, 2026 (the “issue date”) to, but excluding, July 28, 2031 (the“Initial Reset Date”), at a fixed rate of 6.500% per annum, and (ii)from, and including, the Initial Reset Date,during each Rate Reset Period (as defined herein) at a rate per annum equal to the U.S.Treasury Rate (asdefined herein) on the most recent Interest Rate Calculation Date (as defined herein) plus 2.727%, to be reset oneach Interest Reset Date (as defined herein). Interest will be payable quarterly in arrears on January 28, April28, July 28 and October 28 of each year (each, an “Interest Payment Date”), commencing on April 28, 2026. This Prospectus Supplement, together with the accompanying Prospectus dated October2, 2024 (the“Prospectus”), also relates to the offering of 700,000 of our Non-Cumulative 5-Year Fixed Rate Reset ClassAPreferred Shares Series64 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares”), with a faceamount of US$1,000 per share to be issued to the Limited Recourse Trustee (as defined herein) in connectionwith the issuance of the Notes. The Preferred Shares offered hereby will be issued prior to the closing of theoffering of the Notes. The Notes are intended to qualify as our “Additional Tier 1” capital within the meaning of theregulatory capital adequacy requirements to which we are subject. In the event of a non-payment by us ofthe principal amount of, interest on or redemption price for the Notes when due, the sole remedy ofholders of Notes shall be the delivery to the holders of their proportionate share of the CorrespondingTrust Assets (as defined herein), which initially shall consist of the PreferredShares. See “Description ofthe Notes—Limited Recourse.” The Notes will be our direct unsecured obligations constituting subordinated indebtedness within themeaning of theBank Act(Canada) (the “Bank Act”), which if we become insolvent or are wound-up (prior tothe occurrence of a Trigger Event (as defined herein)) will rank: (i)subordinate in right of payment to the priorpayment in full of all Higher Ranked Indebtedness (as defined herein), including certain SubordinatedIndebtedness (as defined herein) and (ii)in right of payment equally with and not prior to our JuniorSubordinated Indebtedness (as defined herein) (other than Junior Subordinated Indebtedness which by its termsranks subordinate to the Notes), in each case from time to time outstanding; provided that, in any such case, incase of our non-payment of the principal amount of, interest on or redemption price for the Notes when due, thesole remedy of holders of Notes shall be the delivery of the Corresponding Trust Assets. Upon the occurrence ofa Recourse Event (as defined herein) the recourse of each holder of Notes will be limited to such holder’sproportionate share of the Corresponding Trust Assets, and all claims of holders of Notes against us under theNotes will be extinguished upon receipt of the Corresponding Trust Assets. If the Corresponding Trust Assetsthat are delivered to holders of Notes under such circumstances consist of Preferred Shares or common shares ofthe Bank (“Common Shares”), such Preferred Shares or Common Shares will rank on parity with all other classA preferred shares of the Bank (“ClassA Preferred Shares”) or Common Shares, as applicable. See “Descriptionof the Notes.” We may, at our option, with the prior written approval of the Superintendent of Financial Institutions(Canada) (the “Superintendent”) and without the consent of holders of Notes, on not less than 10days’ and notmore than 60days’ prior notice to the registered holders, redeem the Notes (i)in whole or in part from time totime, on the Initial Reset Date and on each January 28, April 28, July 28 and October 28 thereafter, (ii)in wholebut not in part, at any time following a Regulatory Event Date (as defined herein), or (iii)in whole but not inpart, at any time following the occurrence of a Tax Event Date Table of Contents (as defined herein), in each case at a redemption price equal to 100% of the aggregate principal amount of theNotes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date (the“Redemption Price”). See “Description of the Notes—Redemption.” In addition, upon any redemption by us ofthe Preferred Shares held in the Limited Recourse Trust in accordance with their terms prior to the maturity dateof the