Canadian Imperial Bank of Commerce Offers 5.20% Callable Senior Notes Due 2033 in U.S. Dollar Debt Issuance

CIBC's 5.20% Callable Notes: Structure and Core Terms

According to the preliminary pricing supplement, Canadian Imperial Bank of Commerce is offering U.S. dollar-denominated senior notes with a fixed interest rate of 5.20% per annum. The notes are described as having a term of approximately seven years, with a stated maturity date of July 13, 2033, subject to potential early redemption. Interest will accrue from the original issue date of July 24, 2026, and will be paid annually in arrears on July 24 of each year, commencing July 24, 2027, and concluding on the maturity date. The day count fraction applied is 30/360 Unadjusted, a standard convention for fixed-rate debt instruments of this type.

The notes will be issued in minimum denominations of $1,000, and in integral multiples of $1,000 in excess thereof, making them accessible to a broad range of institutional and qualified investors. The principal amount per note is $1,000, and at maturity — provided the notes have not been previously redeemed — investors will receive a cash payment equal to 100% of the principal amount plus any accrued and unpaid interest. The filing notes that the aggregate principal amount of the offering was not yet determined at the time of the preliminary supplement's publication.

Annual Call Feature Gives CIBC Flexibility Starting in 2027

One of the most structurally significant features of these notes is the optional early redemption right retained exclusively by CIBC. The filing discloses that the bank has the right to redeem the notes in whole, but not in part, on each annual interest payment date beginning July 24, 2027, and ending July 24, 2032. This means CIBC can call the notes on any of six annual dates prior to final maturity. The redemption price in each case would be 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the applicable optional redemption date.

This call structure is notable because it places reinvestment risk squarely with the investor. If CIBC exercises its redemption right — particularly in an environment where prevailing interest rates have declined — note holders would receive back their principal but could face difficulty reinvesting at a comparable 5.20% yield. The filing does not provide any forward-looking guidance on whether or under what conditions CIBC intends to exercise this call right; that decision is entirely at the bank's discretion.

Underwriting Arrangements and Distribution Through CIBC World Markets Corp.

The preliminary pricing supplement identifies CIBC World Markets Corp. ("CIBCWM") as the agent acting on behalf of the bank in distributing the notes. CIBCWM will receive a commission of up to $12.00 per $1,000 principal amount, representing up to 1.20% of the face value of each note. The filing states that CIBCWM may use a portion or all of its commission to allow selling concessions to other dealers participating in the distribution of the notes. Those other dealers, at their sole discretion, may forgo some or all of their allocated selling concessions.

The price to the public is listed as $1,000.00 per note, with proceeds to CIBC of at least $988.00 per note after deducting the maximum underwriting discount. The filing notes a specific carve-out for investors purchasing through certain fee-based advisory accounts: in those cases, the price to the public may fall between $988.00 and $1,000.00 per note, as the dealer may forgo some or all of its commission. Investors and their advisors are encouraged to confirm the applicable purchase price for their specific account type prior to placing an order.

Notes Are Unsecured and Not Covered by Government Deposit Insurance

The pricing supplement is explicit in stating that the notes are unsecured obligations of Canadian Imperial Bank of Commerce. This means that in the event of CIBC's insolvency or default, note holders would be general unsecured creditors of the bank and would not have any priority claim over secured creditors. The filing underscores that all payments on the notes are subject to the credit risk of CIBC, and that the financial strength and creditworthiness of the bank are therefore central considerations for any prospective investor.

Furthermore, the filing clearly states that the notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality of Canada, the United States, or any other jurisdiction. This distinguishes these notes from ordinary bank deposits and retail savings products that carry government-backed deposit protection. Investors seeking deposit insurance coverage will not find it in this instrument, and the filing directs readers to the accompanying prospectus supplement and prospectus for a full discussion of associated risk factors.

Bail-In Risk: Canadian Regulatory Framework Could Convert Notes to Equity

A critical risk disclosure in the filing relates to the bail-in provisions applicable to these notes under Canadian law. The supplement states that the notes are "bail-inable debt securities" as defined in the accompanying prospectus, and that they are subject to conversion — in whole or in part, by means of a transaction or series of transactions and in one or more steps — into common shares of CIBC or any of its affiliates. This conversion power is exercisable under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the "CDIC Act").

The filing further discloses that the notes are subject to variation or extinguishment in connection with such a bail-in event, and that the laws of the Province of Ontario and the applicable federal laws of Canada govern the operation of the CDIC Act with respect to these notes. For U.S.-based investors in particular, this feature may represent an unfamiliar risk dimension: in a scenario where Canadian banking regulators determine that a resolution action is necessary with respect to CIBC, these notes could be converted into equity or written down rather than repaid at par. The filing directs investors to the sections titled "Description of Senior Debt Securities — Special Provisions Related to Bail-inable Debt Securities," "Canadian Bank Resolution Powers," and "Risk Factors — Risks Relating to Bail-Inable Notes" in the accompanying prospectus and prospectus supplement for further detail.

Settlement, Book-Entry Delivery, and No Exchange Listing

The filing states that the notes will be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about July 24, 2026, against payment in immediately available funds. Book-entry settlement through DTC is a standard mechanism for U.S. market debt securities, meaning that individual investors will hold beneficial interests in the notes through their brokerage or custodial accounts rather than receiving physical certificates. The trade date is expected to be July 22, 2026, with settlement following two scheduled business days later.

Importantly, the filing explicitly notes that the notes will not be listed on any securities exchange. This means that secondary market liquidity — the ability of an investor to sell the notes before maturity or before they are called — is not guaranteed. Any secondary market trading would occur over the counter, and there is no assurance that a liquid market will develop or be maintained. Investors with a need for near-term liquidity should carefully consider this characteristic before committing capital to the offering.

Preliminary Nature of the Supplement and Information Still to Be Finalized

The document filed on July 14, 2026, is described as a preliminary pricing supplement, and the filing cautions that the information it contains is not complete and may be changed. Notably, the aggregate principal amount of the offering, the total underwriting discount, and the total proceeds to CIBC are all listed as blank figures pending finalization. The pricing supplement states that these figures are expected to be determined on the trade date, which is anticipated to be July 22, 2026, with the final pricing supplement to follow.

Investors and advisors reviewing this preliminary document should be aware that it is intended to be read alongside the prospectus supplement dated June 4, 2026, and the prospectus dated June 4, 2026, each of which relates to CIBC's Senior Global Medium-Term Notes program. The pricing supplement states that information contained within it supersedes information in the prospectus supplement and prospectus to the extent of any conflict. Readers are instructed to rely only on information contained in or incorporated by reference in these official offering documents and not on any external or additional sources.

Registration and Legal Framework for the Offering

The notes are being offered pursuant to Rule 424(b)(2) under Registration No. 333-294072, filed with the U.S. Securities and Exchange Commission. The filing carries a standard regulatory disclaimer stating that neither the SEC nor any state or provincial securities commission has approved or disapproved of the notes, or determined whether the pricing supplement or accompanying documents are truthful or complete. The filing notes that any representation to the contrary constitutes a criminal offense.

The offering documents are publicly accessible via the SEC's EDGAR system, with the accompanying prospectus supplement and prospectus available at the URLs cited within the pricing supplement. CIBC's Senior Global Medium-Term Notes program provides the bank with a flexible mechanism to access U.S. capital markets at varying tenors, currencies, and structures. This particular offering, structured as a callable fixed-rate note in U.S. dollars with a seven-year maximum term, reflects one configuration available under that broader program framework.

Interest Payment Mechanics and Record Date Provisions

The filing provides detailed mechanics for how and when interest will be paid. Interest accrues annually at the stated rate of 5.20% per annum from July 24, 2026, with the first interest payment scheduled for July 24, 2027. Payments continue annually on July 24 of each subsequent year through the maturity date of July 13, 2033, subject to applicable business day convention adjustments. The final interest period is noted as being shorter than a full year given the gap between the last scheduled July 24 payment date and the July 13 maturity date.

Regarding the record date, the filing states that interest will be payable to persons in whose names the notes are registered at the close of business on the business day immediately preceding each interest payment date. An exception applies for interest due at maturity or upon early redemption, where payment is made to holders registered on the maturity date or the applicable optional redemption date, as the case may be. These provisions follow standard market practice for registered debt securities settled through DTC's book-entry system.

Investor Considerations for a U.S. Dollar CIBC Fixed-Rate Callable Note

For fixed-income investors evaluating this offering, the 5.20% annual coupon rate represents a notable yield in the context of U.S. dollar-denominated senior bank debt with a maximum seven-year term. However, the callable structure means that the effective duration of the investment is uncertain; CIBC retains full discretion to redeem the notes on each of the six annual call dates. Investors should assess the offered yield relative to comparable non-callable instruments to determine whether the call premium embedded in the coupon adequately compensates for the reinvestment risk assumed.

The bail-in feature, the unsecured nature of the notes, the absence of deposit insurance, and the lack of an exchange listing are all material structural characteristics that distinguish these notes from other fixed-income alternatives. The filing is clear that investing in the notes involves risks, and directs prospective investors to the "Additional Risk Factors" section beginning on page PS-6 of the pricing supplement, as well as the risk factors in the accompanying prospectus supplement and prospectus. The immediate share price impact of this debt offering on CIBC's NASDAQ-listed shares was not clear from available public information.