Royal Bank of Canada (RY) plans buyback of up to 45M common shares
Rhea-AI Filing Summary
Royal Bank of Canada plans to repurchase for cancellation up to 45 million of its common shares under a normal course issuer bid, subject to approval by the Toronto Stock Exchange and the Office of the Superintendent of Financial Institutions. Purchases may begin on June 12, 2026 and may continue until June 11, 2027, with shares bought on the TSX, NYSE and other Canadian trading systems at prevailing market prices. The potential repurchases represent about 3.24 per cent of 1,389,691,690 common shares outstanding as at May 15, 2026. The bank states that this program is intended to help manage its capital position and generate shareholder value, noting Common Equity Tier 1, Tier 1 and Total capital ratios of 13.5 per cent, 15.0 per cent and 16.9 per cent, respectively, as at April 30, 2026.
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Insights
RBC outlines a sizable, approval‑dependent share repurchase to manage capital.
Royal Bank of Canada intends a normal course issuer bid to buy back up to 45 million common shares, about 3.24% of its outstanding float as at May 15, 2026. Purchases would occur on major exchanges at market prices, if regulators approve.
The bank links this plan to capital management, highlighting strong regulatory capital ratios as at April 30, 2026: Common Equity Tier 1 at 13.5%, Tier 1 at 15.0% and Total capital at 16.9%. These figures suggest flexibility to retire equity while remaining above minimum requirements.
The timing, pace and total volume of repurchases depend on TSX and OSFI approvals, market conditions and management discretion. The program runs from June 12, 2026 to June 11, 2027, or earlier if the maximum is reached, so subsequent disclosures will show how fully the bank uses this capacity.
Key Figures
Key Terms
normal course issuer bid financial
Common Equity Tier 1 financial
Tier 1 financial
Total capital ratios financial
forward-looking statements regulatory
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 May 2026
Commission File Number: 001-13928
Royal Bank of Canada
(Translation of registrant’s name into English)
| 200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Senior Vice President, Deputy General Counsel & Corporate Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Senior Vice President, Deputy General Counsel & Corporate Secretary |
(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 ☒
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.
| ROYAL BANK OF CANADA | ||||||
| Date: May 28, 2026 | By: | /s/ Jason Drysdale | ||||
| Name: | Jason Drysdale | |||||
| Title: | Executive Vice President and Treasurer | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release – Royal Bank of Canada to repurchase up to 45 million of its common shares | |
Exhibit 99.1
Royal Bank of Canada to repurchase up to 45 million of its common shares
TORONTO, May 28, 2026 — Royal Bank of Canada (the Bank) (“RY” on TSX and NYSE) today announced its intention, subject to the approval of the Toronto Stock Exchange (TSX) and the Office of the Superintendent of Financial Institutions (OSFI), to commence a normal course issuer bid and to repurchase for cancellation up to 45 million of its common shares. The Bank intends to file a notice of intention with the TSX in this regard.
Purchases may commence on June 12, 2026, provided the TSX has accepted the notice of intention, and may continue until June 11, 2027, when the bid expires or such earlier date as the Bank may complete its purchases pursuant to the notice of intention. Purchases may be made through the TSX, the New York Stock Exchange and other designated exchanges and alternative Canadian trading systems. The price paid for any repurchased shares will be the prevailing market price at the time of acquisition. The timing and amount of any purchases under the program are subject to regulatory approvals and to management discretion based on factors such as market conditions and capital adequacy.
The shares that may be repurchased represent approximately 3.24 per cent of the Bank’s outstanding common shares as at May 15, 2026. On May 15, 2026, there were 1,389,691,690 common shares outstanding.
The proposed normal course issuer bid will give the Bank flexibility to manage its capital position while generating shareholder value. On April 30, 2026, the Bank’s Common Equity Tier 1, Tier 1 and Total capital ratios were 13.5 per cent, 15.0 per cent and 16.9 per cent, respectively.
Caution regarding forward-looking statements
This press release contains forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation, with respect to the Bank’s beliefs, plans, expectations and estimates. Forward-looking statements in this press release may include, but are not limited to, statements with respect to the Bank’s normal course issuer bid. Forward-looking statements are typically identified by words such as “believe”, “expect”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can”, “would” or negative or grammatical variations thereof.
By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, that the strategic goals and financial performance and other objectives outlined in our forward-looking statements, including statements about the Bank’s proposed normal course issuer bid, will not be achieved and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions.
We caution readers not to place undue reliance on our forward-looking statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to: business and economic conditions in the geographic regions in which we
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operate, Canadian housing and household indebtedness, information technology, cyber and third-party risks, geopolitical uncertainty (including risks associated with the conflict in the Middle East), environmental and social risk, digital disruption and innovation, privacy and data related risks, regulatory changes, culture and conduct risks, credit, market, liquidity and funding, insurance, operational, compliance, reputation and strategic risks, other risks discussed in the risk sections of our 2025 Annual Report and the Risk management section of our Q2 2026 Report to Shareholders, including legal and regulatory environment risk, the effects of changes in government fiscal, monetary and other policies and tax risk and transparency, risks associated with escalating trade tensions, including protectionist trade policies such as the imposition of tariffs, risks associated with the adoption of emerging technologies, such as cloud computing, artificial intelligence (AI), including generative AI, and robotics, fraud risk and our ability to anticipate and successfully manage risks arising from all of the foregoing factors. Additional factors that could cause actual results to differ materially from the expectations in such forward-looking statements can be found in the risk sections of our 2025 Annual Report and the Risk management section of our Q2 2026 Report to Shareholders, as may be updated by subsequent quarterly reports.
We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements. Material economic assumptions underlying the forward-looking statements contained in this press release are set out in the Economic, market and regulatory review and outlook section and for each business segment under the Strategic priorities and Outlook headings in our 2025 Annual Report, as updated by the Economic, market and regulatory review and outlook section of our Q2 2026 Report to Shareholders. Such sections may be updated by subsequent quarterly reports.
Any forward-looking statements contained in this press release represent the views of the Bank only as of the date hereof, and except as required by law, the Bank does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.
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Investor Contacts:
Asim Imran, Investor Relations, 416-955-7804
Media Contact:
Gillian McArdle, Financial Communications, 416-842-4231