加拿大帝国商业银行美股招股说明书(2026-06-09版)

US$2,000,000,000 CANADIANIMPERIALBANKOF COMMERCE US$1,000,000,000 4.723% Fixed-to-Floating Rate Senior Notes due 2029US$1,000,000,000 5.051% Fixed-to-Floating Rate Senior Notes due 2032 The US$1,000,000,000 4.723% Fixed-to-Floating Rate Senior Notes due 2029 (the “2029 Notes”) offeredby this Prospectus Supplement (this “Prospectus Supplement”) will mature on June 16, 2029. The 2029 Noteswill bear interest (a) from, and including, June 16, 2026 to, but excluding, June 16, 2028 (such date, the “2029Notes Interest Reset Date” and such period, the “2029 Notes Fixed Rate Period”), at a rate equal to 4.723% perannum, payable semi-annually in arrears on June 16 and December 16 of each year, beginning on December 16,2026 and ending on the 2029 Notes Interest Reset Date, and (b) from, and including, the 2029 Notes InterestReset Date to, but excluding, the maturity date of the 2029 Notes (the “2029 Notes Floating Rate Period”), at afloating rate per annum determined by reference to the Secured Overnight Financing Rate (“SOFR”)compounded daily over a quarterly interest payment period in accordance with the specific formula described inthis Prospectus Supplement plus a margin of 0.670% per annum, payable quarterly in arrears on March 16, June16, September 16 and December 16, beginning on September 16, 2028 and ending on the maturity date of the2029 Notes (or, if the 2029 Notes are redeemed earlier, the redemption date). See “Description of the Notes —Interest.” The US$1,000,000,000 5.051% Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Notes” and,together with the 2029 Notes, the “Notes”) offered by this Prospectus Supplement will mature on June 16, 2032.The 2032 Notes will bear interest (a) from, and including, June 16, 2026 to, but excluding, June 16, 2031 (suchdate, the “2032 Notes Interest Reset Date” and such period, the “2032 Notes Fixed Rate Period”), at a rate equalto 5.051% per annum, payable semi-annually in arrears on June 16 and December 16 of each year, beginning onDecember 16, 2026 and ending on the 2032 Notes Interest Reset Date, and (b) from, and including, the 2032Notes Interest Reset Date to, but excluding, the maturity date of the 2032 Notes (the “2032 Notes Floating RatePeriod”), at a floating rate per annum determined by reference to SOFR compounded daily over a quarterlyinterest payment period in accordance with the specific formula described in this Prospectus Supplement plus amargin of 1.010% per annum, payable quarterly in arrears on March 16, June 16, September 16 and December16, beginning on September 16, 2031 and ending on the maturity date of the 2032 Notes (or, if the 2032 Notesare redeemed earlier, the redemption date). See “Description of the Notes — Interest.” 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.” 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 either series on any securities exchange or automated quotation system. Table of Contents Investing in the Notes involves risks. See the “Risk Factors” sections of this Prospectus Supplementand the accompanying Prospectus together with the risks described in the documents we filed with theU.S.Securities and Exchange Commission (the “SEC”) that are incorporated by reference herein. Neither the SEC nor any state securities regulator has approved or disapproved of the Notes, orpassed upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Prospectus.Any representation to the contrary is a criminal offense. The Notes have not been qualified for sale under the securities laws of any province or territory of Canadaand will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except pursuant toa prospectus exemption by the Canadian investment dealer affiliate of CIBC World Markets Corp. None of theunderwriters is registered to sell securities in this offering in any