Royal Bank of Canada SEC Filings

Royal Bank of Canada is offering U.S. dollar Limited Recourse Capital Notes, Series 8, linked to Non‑Cumulative 5‑Year Fixed Rate Reset First Preferred Shares, Series CA. The notes pay fixed interest to 2033, then reset every five years based on the U.S. Treasury Rate plus a spread, and rank as subordinated indebtedness under the Bank Act (Canada).

Holders’ recourse is limited to assets in a dedicated trust, initially Series CA preferred shares, so if the bank fails to pay principal, interest or a redemption price, investors receive trust assets instead of cash and bear any shortfall. Upon a Canadian non‑viability “Trigger Event”, those preferred shares automatically convert into common shares, and the notes are redeemed into the same common shares, which could be worth significantly less than face value. The instruments are intended to qualify as Additional Tier 1 capital, will not be listed on an exchange, and proceeds support the bank’s regulatory capital and general corporate purposes.

Royal Bank of Canada is offering Enhanced Return Notes linked to the S&P 500 Market Agility 10 TCA 0.5% Decrement Index, maturing on February 4, 2030. These senior unsecured notes pay at maturity the $1,000 principal plus 145% of any positive index return; if the final index level is at or below its initial level, investors receive only the $1,000 principal, so downside is limited to foregone return but remains subject to RBC’s credit risk.

The price to the public is 100% of principal, with underwriting discounts and commissions of 1.00%, resulting in 99.00% of principal in proceeds to RBC. The initial estimated value is expected to be between $910 and $960 per $1,000, reflecting hedging and distribution costs. The underlier uses a complex rules-based strategy with volatility targets, leverage and both equity and Treasury futures components, and is subject to a 0.5% annual decrement fee plus multiple transaction and funding costs that systematically reduce index performance. The notes are treated as contingent payment debt instruments for U.S. tax purposes and are not insured by any government agency.

Royal Bank of Canada is offering $1,000 face-amount market-linked structured securities tied to the lowest-performing of Lockheed Martin and RTX, maturing on February 2, 2029. The original offering price is $1,000.00 per security, with an agent discount of $25.75 and proceeds to Royal Bank of Canada of $974.25 per security. The initial estimated value on the pricing date is expected to be between $900.00 and $950.00, below the offering price.

The notes can be automatically called on February 4, 2027 if the lowest-performing stock is at or above its starting value, paying back face amount plus a call premium of at least 16% ($160 per security). If not called, at maturity investors get: leveraged upside (200% participation) if the lowest stock finishes above its start; a positive "absolute value" return if it is below the start but at or above 60% of the start; or full downside exposure if it closes below 60%, which can mean losing more than 40% and up to all principal.

The securities pay no interest, are unsecured senior obligations of Royal Bank of Canada and are not insured by CDIC or FDIC. Liquidity may be limited, secondary prices may be well below the offering price, and returns depend solely on the worst-performing stock. The disclosure highlights complex tax treatment and significant risks compared with conventional debt.

Royal Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes due February 10, 2031, linked to the worst performer of three ETFs: the VanEck Semiconductor ETF (SMH), the Financial Select Sector SPDR ETF (XLF) and the Utilities Select Sector SPDR ETF (XLU). The Notes pay a contingent coupon of $31.125 per $1,000 (3.1125% per quarter, 12.45% per year) only if, on a quarterly observation date, the value of each Underlier is at or above 70% of its initial value.

The Notes may be auto-called quarterly starting February 2027 if each ETF is at or above its initial level, in which case investors receive $1,000 plus the coupon and the Notes terminate. If the Notes are not called, at maturity investors get $1,000 per Note if the worst-performing ETF is at or above 70% of its initial value; otherwise, principal is reduced one-for-one with the loss in that ETF, potentially to zero.

The price to the public is 100% of principal, with underwriting discounts and commissions of 3.625% and proceeds to Royal Bank of Canada of 96.375%. The initial estimated value is expected to be $900–$950 per $1,000, reflecting fees and hedging costs. Payments depend on Royal Bank of Canada’s credit, and the tax treatment is complex, including potential ordinary income on coupons and withholding implications for non-U.S. holders.

Royal Bank of Canada is issuing $750,000 of Auto-Callable Contingent Coupon Barrier Notes linked to the worst performer of the VanEck Semiconductor ETF (SMH) and the SPDR S&P Oil & Gas Exploration & Production ETF (XOP), maturing in January 2029. The notes pay a contingent coupon of $41 per $1,000 each quarter (16.40% per year) only if both ETFs close at or above 70% of their initial values on the relevant observation date. The notes are automatically called if on any call date both underliers are at or above their initial levels, in which case investors receive $1,000 plus the coupon and no further payments. If the notes are not called and the worst ETF finishes below its 70% barrier at maturity, repayment of principal is reduced one-for-one with that ETF’s loss, up to a total loss of principal. The initial estimated value is $984.20 per $1,000, below the public offering price, and all payments depend on RBC’s credit.

Royal Bank of Canada is offering auto-callable contingent coupon barrier notes linked to the Russell 2000 Index, the Energy Select Sector SPDR ETF and the Health Care Select Sector SPDR ETF. The notes have a minimum investment of $1,000 and pay a contingent coupon of $8.125 per $1,000 of principal each month (an annual rate of 9.75%) when, on the relevant observation date, each underlier is at or above 70% of its initial value.

The notes can be automatically called on monthly call observation dates starting in February 2027 if all underliers are at or above their initial values, in which case investors receive $1,000 plus the applicable coupon and no further payments. If the notes are not called, at maturity in February 2031 investors receive principal back in full only if the least performing underlier finishes at or above 60% of its initial value; below that level, repayment is reduced one-for-one with the loss in that underlier, and principal losses can be substantial.

The initial estimated value is expected to be between $930 and $980 per $1,000, reflecting internal funding, fees and hedging costs. The notes are senior unsecured debt of Royal Bank of Canada, are not insured by any government agency, and their tax treatment is described as prepaid financial contracts with ordinary income coupons, subject to IRS uncertainty and potential future rule changes.

Royal Bank of Canada is offering long-dated fixed-to-floating rate callable notes linked to the daily Secured Overnight Financing Rate (SOFR), maturing on January 30, 2046. The notes pay a fixed interest rate of 8.00% per annum from issuance on January 30, 2026 to January 30, 2027.

After that, interest becomes variable and depends on how often daily SOFR stays within a set range. For each interest period during the floating rate period, the rate equals 8.00% multiplied by the fraction of days in which SOFR is between the 0.00% lower barrier and the 5.00% upper barrier. If SOFR falls outside this band on many days, investors may earn very little or no interest.

Interest is paid quarterly, and RBC may redeem the notes in whole on January 30, 2027 and on any later quarterly interest payment date, returning principal plus accrued interest, after which no further payments are made. The notes are senior unsecured obligations of RBC, are not insured by any deposit insurer, and their payments depend on RBC’s credit. The initial estimated value per $1,000 note is expected to be between $900.00 and $950.50, below the public offering price, and the secondary market may be illiquid with potentially wide bid–ask spreads.

Royal Bank of Canada is offering Enhanced Return Notes linked to the S&P 500 Market Agility 10 TCA 0.5% Decrement Index, a rules-based strategy index that uses long/short equity and Treasury futures with a 10% volatility target. The Notes are senior unsecured debt, pay no coupons, and return at least principal at maturity. After about three years, investors receive $1,000 per Note plus 110% of any positive index return; if the index is flat or down, repayment is limited to the $1,000 principal amount.

The public offering price is 100% of principal, with underwriting discounts of 1.00% and proceeds to RBC of 99.00%. The initial estimated value is expected between $920 and $970 per $1,000, reflecting embedded fees, hedging costs and RBC’s lower internal funding rate. The underlier is subject to a 0.5% decrement fee, transaction costs and funding costs that reduce its performance, and the Notes are treated as contingent payment debt instruments for U.S. tax purposes.

Royal Bank of Canada is offering senior unsecured notes linked to the S&P 500® Index that pay no interest and provide a capped, conditional return at maturity. For each $1,000 note, if the index’s final level is at least 90% of its initial level, holders receive a fixed threshold settlement amount, expected between $1,074.90 and $1,087.80, regardless of how far the index has risen.

If the final index level is below 90% of the initial level, principal is exposed to loss at an effective rate of about 1.1111% loss for each 1% decline below the 90% threshold, down to a complete loss if the index falls to zero. The initial estimated value is expected between $957.90 and $987.90 per $1,000, reflecting fees, hedging costs and RBC’s funding rate, and the notes will not be listed, so liquidity and resale prices may be limited.