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Canadian Imperial Bank of Commerce is offering 5.40% Senior Global Medium-Term Callable Notes due December 6, 2045, issued in U.S. dollars. Each Note has a $1,000 minimum denomination, pays interest semi-annually on June 22 and December 22 starting in 2026, and returns 100% of principal at maturity if not redeemed earlier.
CIBC may redeem the Notes at par, in whole but not in part, on December 22 each year from 2028 through 2044, plus accrued interest. The Notes are senior unsecured obligations of CIBC, are not insured by any deposit insurer, will not be listed on an exchange, and are subject to Canadian bail‑in powers that can convert them into CIBC common shares or extinguish them in a resolution scenario.
The public offering price is generally $1,000 per Note, with CIBC World Markets earning up to $20 (2.00%) per $1,000 in commissions and having the ability to reallow concessions to other dealers. U.S. and Canadian tax sections explain that interest is generally treated as ordinary income for U.S. holders and discuss key Canadian non‑resident tax considerations.
Canadian Imperial Bank of Commerce plans to issue senior unsecured 4.60% callable notes maturing on December 6, 2032, as part of its global medium-term note program. The notes pay interest semi-annually on January 22 and July 22, starting July 22, 2026, at a fixed rate of 4.60% per year.
CIBC may redeem the notes early, in whole but not in part, on January 22 of each year from 2027 through 2032 at 100% of principal plus accrued interest. The notes are issued in minimum denominations of $1,000 and are expected to price at $1,000 per note, with an underwriting discount of up to $12.00 and proceeds to CIBC of at least $988.00 per note.
The notes are bail-inable debt securities, meaning they can be converted into common shares of CIBC or its affiliates, or varied or extinguished, under Canadian bank resolution powers if the bank becomes non-viable. They will not be listed on any securities exchange, are subject to the credit risk of CIBC, and may have limited or no secondary market liquidity.
Canadian Imperial Bank of Commerce filed a report as a foreign private issuer to provide shareholders with the independent auditor’s opinion on its 2025 annual financial statements. The filing states that an unqualified report from the independent registered public accounting firm, based on an audit conducted under Canadian generally accepted auditing standards, is attached as an exhibit.
The filing also notes that an unqualified auditor’s report based on standards of the U.S. Public Company Accounting Oversight Board was included with CIBC’s 2025 annual financial statements that were filed as an exhibit to its Annual Report on Form 40-F. An unqualified opinion means the auditors accepted the financial statements as fairly presented in all material respects under the relevant standards.
CIBC reports interest income of $44.3 billion for the year ended October 31, 2025, compared with $48.5 billion a year earlier, reflecting lower interest earnings. Restricted cash rose to $579 million (2024: $466 million), indicating a larger portion of cash is held in restricted form and in interest-bearing demand deposits with the Bank of Canada. The bank recorded gains of $43 million from equity-accounted associates and joint ventures in 2025, down from $113 million in 2024. Customers’ liability under acceptances in business and government loans was $10 million (2024: $6 million), and prior-year amounts were revised to align with the 2025 presentation.
Canadian Imperial Bank of Commerce describes the terms and risks of its Leveraged Index Return Notes (LIRNs), which are senior unsecured debt securities linked to one or more equity indices or exchange-traded funds. These notes do not pay interest, are not principal protected, and repayment depends both on the performance of a specified “Market Measure” and on CIBC’s creditworthiness.
The document explains that investors may lose all or a significant portion of their investment if the linked index or fund falls below a defined threshold, and returns may also be capped or subject to an automatic call feature that can shorten the investment term. It details how starting, observation, and ending values are calculated, how participation rates, caps and call premiums work, and how LIRNs can be affected by market disruptions, liquidity, currency moves, basket structures and credit spreads.
Extensive risk disclosures cover valuation uncertainties, limited or no secondary market, hedging and conflict-of-interest considerations with affiliated dealers, the lack of rights in the underlying indices or funds, and complex U.S. and Canadian tax treatment. Overall, the product is positioned as a complex, high-risk market-linked note suitable only for investors who understand equity and ETF-based derivatives and can tolerate the potential for full loss of principal.