CIBC (CM) sells 2030 senior notes in US$400M and US$1.6B tranches

Rhea-AI Filing Summary

Canadian Imperial Bank of Commerce is issuing two tranches of senior notes under its F-3 shelf registration. The bank is offering US$400,000,000 of Floating Rate Senior Notes due 2030 and US$1,600,000,000 of 4.283% Fixed-to-Floating Rate Senior Notes due 2030, all under an existing indenture with The Bank of New York Mellon as trustee.

The 6-K furnishes legal opinions from U.S. and Canadian counsel confirming the validity and enforceability of the notes, along with an underwriting agreement dated January 21, 2026 with CIBC World Markets Corp., Barclays Capital Inc., BofA Securities, Deutsche Bank Securities and Morgan Stanley & Co. LLC.

Insights

Fixed income and bank capital structure analyst

CIBC adds 2030 senior debt in two U.S. dollar tranches under its F-3 program.

Canadian Imperial Bank of Commerce is issuing US$400,000,000 Floating Rate Senior Notes due 2030 and US$1,600,000,000 4.283% Fixed-to-Floating Rate Senior Notes due 2030. Both are senior obligations issued under an existing indenture with The Bank of New York Mellon as trustee.

The opinions from Willkie Farr & Gallagher LLP and Blake, Cassels & Graydon LLP state that, subject to customary bankruptcy and equity limitations, the indenture and notes are valid, binding and enforceable obligations. An underwriting agreement with multiple global dealers dated January 21, 2026 supports distribution of the notes.

This transaction expands CIBC’s term funding in U.S. dollars and extends maturities to 2030, aligning with the role of its Senior Vice-President, Funding and Liquidity as signatory. Future disclosures in company filings may provide more detail on pricing dynamics, investor demand and how this debt fits into overall capital and funding plans.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of January 2026

Commission File Number: 1-14678

CANADIAN IMPERIAL BANK OF COMMERCE
(Translation of registrant’s name into English)

CIBC Square, 81 Bay Street

Toronto, Ontario
Canada M5J 0E7
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐       Form 40-F ☒

THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO CANADIAN IMPERIAL BANK OF COMMERCE’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-282307) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 29, 2026	CANADIAN IMPERIAL BANK OF COMMERCE
	By:	/s/ Lindsay Sauder
	Name:	Lindsay Sauder
	Title:	Senior Vice-President, Funding and Liquidity

1

EXHIBIT INDEX

5.1		Opinion of Willkie Farr & Gallagher LLP, U.S. counsel for Canadian Imperial Bank of Commerce, as to the validity of the securities
5.2		Opinion of Blake, Cassels & Graydon LLP, Canadian counsel for Canadian Imperial Bank of Commerce, as to the validity of the securities
23.1		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above)
23.2		Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.2 above)
99.1		Underwriting Agreement, dated as of January 21, 2026, by and among Canadian Imperial Bank of Commerce and CIBC World Markets Corp., Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC

2

Exhibit 5.1

300 North LaSalle Chicago, IL 60654-3406 Tel: 312 728 9000 Fax: 312 728 9199

January 29, 2026

Canadian Imperial Bank of Commerce
81 Bay Street
CIBC Square
Toronto, Ontario M5J 0E7

	Re:	Canadian Imperial Bank of Commerce
		US$400,000,000 Floating Rate Senior Notes due 2030
		US$1,600,000,000 4.283% Fixed-to-Floating Rate Senior Notes due 2030

Ladies and Gentlemen:

We have acted as U.S. counsel to Canadian Imperial Bank of Commerce, a Canadian bank amalgamated under and governed by the Bank Act (Canada) (“CIBC”), in connection with the issuance and sale of US$400,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2030 and US$1,600,000,000 aggregate principal amount of its 4.283% Fixed-to-Floating Rate Senior Notes due 2030 (collectively, the “Securities”), pursuant to a registration statement on Form F-3 (File No. 333-282307) (the “Registration Statement”), including the prospectus constituting a part thereof, dated October 2, 2024 (the “Base Prospectus”), and the prospectus supplement, dated January 21, 2026 (the “Prospectus Supplement” and together with the “Base Prospectus,” the “Prospectus”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Securities are being issued under an indenture, dated as of September 14, 2010 (the “Base Indenture”), between CIBC and The Bank of New York Mellon (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 2, 2019, and the Second Supplemental Indenture, dated as of September 11, 2024 (the Base Indenture, as so supplemented, the “Indenture”).

In connection with our representation, we have examined (i) the Registration Statement, (ii) the Prospectus, (iii) an executed copy of the Indenture, (iv) the forms of certificates representing the Securities and (v) the corporate records of the Company, including its certificate of incorporation, bylaws and other corporate records and documents and have made such other examinations as we consider necessary to render this opinion. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies. As to all parties, we have assumed the legal competence of each individual executing any document, the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto, other than CIBC, in accordance with their respective terms. As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on statements and representations of responsible officers and other representatives of CIBC and of public officials.

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Canadian Imperial Bank of Commerce

January 29, 2026

Page 2

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, it is our opinion that:

(i) assuming that the Indenture has been duly authorized, executed and delivered by CIBC under the laws of the Province of Ontario and the federal laws of Canada applicable therein and is a valid and legally binding obligation of CIBC under the laws of the Province of Ontario and the federal laws of Canada applicable therein, the Indenture is the legal, valid and binding obligation of CIBC, enforceable against CIBC in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law); provided that we express no opinion with respect to Section 301(b) of the Base Indenture or Section 1601(a) of the Base Indenture (as set forth in Section 2.7 of the First Supplemental Indenture), which is governed by the laws of the Province of Ontario and the federal laws of Canada; and

(ii) assuming that the Securities have been duly authorized, established, executed and delivered by CIBC under the laws of the Province of Ontario and the federal laws of Canada applicable therein and are valid and legally binding obligations of CIBC under the laws of the Province of Ontario and the federal laws of Canada applicable therein, when executed and authenticated by the Trustee in accordance with the terms and provisions of the Indenture, and delivered against due payment therefor as provided in the prospectus supplement, the Securities will constitute valid, binding and enforceable obligations of CIBC, entitled to the benefits of the Indenture (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law); provided that we express no opinion with respect to Section 301(b) of the Base Indenture or Section 1601(a) of the Base Indenture (as set forth in Section 2.7 of the First Supplemental Indenture), which is governed by the laws of the Province of Ontario and the federal laws of Canada.

We are admitted to practice in the States of Illinois and New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America and the laws of the States of Illinois and New York, and we express no opinion herein concerning the laws of any other jurisdiction. With respect to all matters of the laws of the Province of Ontario and the federal laws of Canada, we understand that you are relying upon the opinion, dated the date hereof, of Blake, Cassels & Graydon LLP, Canadian counsel for CIBC, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Blake, Cassels & Graydon LLP.

Canadian Imperial Bank of Commerce

January 29, 2026

Page 3

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding CIBC or the Securities or their offering and sale.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law that may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to this firm in such Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

FAQ

What securities is Canadian Imperial Bank of Commerce (CM) issuing in this 6-K?

Canadian Imperial Bank of Commerce is issuing US$400,000,000 Floating Rate Senior Notes due 2030 and US$1,600,000,000 4.283% Fixed-to-Floating Rate Senior Notes due 2030. Both tranches are senior debt securities issued under an existing indenture with The Bank of New York Mellon as trustee.

How are CIBC’s new 2030 senior notes registered with the SEC?

The notes are issued under CIBC’s registration statement on Form F-3 (File No. 333-282307). This 6-K and its exhibits are incorporated by reference into that F-3, becoming part of the shelf documentation supporting the U.S. dollar senior notes offering maturing in 2030.

What is the interest structure of CIBC’s 4.283% notes due 2030?

CIBC’s 4.283% Senior Notes due 2030 are described as fixed-to-floating rate securities. They carry a 4.283% fixed rate initially, then convert to a floating rate structure later in their life, while remaining senior obligations under the same indenture as the floating rate tranche.

Which underwriters are involved in Canadian Imperial Bank of Commerce’s 2030 notes?

The underwriting agreement dated January 21, 2026 is among CIBC and several dealers: CIBC World Markets Corp., Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC. These firms underwrite and distribute the 2030 senior notes to investors.

What legal opinions support the validity of CIBC’s new senior notes?

U.S. counsel Willkie Farr & Gallagher LLP provides an opinion that the indenture and notes are valid, binding and enforceable under U.S. law, subject to customary limitations. Canadian counsel Blake, Cassels & Graydon LLP provides a separate opinion on Ontario and federal Canadian law referenced in the U.S. opinion.

How are the 6-K exhibits for CIBC’s 2030 notes structured?

Exhibits include U.S. and Canadian legal opinions (Exhibits 5.1 and 5.2), their related consents (Exhibits 23.1 and 23.2), and an underwriting agreement dated January 21, 2026 (Exhibit 99.1). Together, they document validity of the notes and the contractual framework for their distribution.