ROYAL BANK OF CANADA SEC Filings

Royal Bank of Canada is issuing Trigger Autocallable Contingent Yield Notes linked to the Class A common stock of Lennar Corporation. Each Note has a principal amount of $1,000, a term of about one year from the January 27, 2026 trade date, and offers a quarterly contingent coupon at an annual rate between 13.90% and 14.50%, to be set on the trade date.

Coupons are paid only if Lennar’s share price on a Coupon Observation Date is at or above the Coupon Barrier. The Notes are automatically called if the share price on any quarterly Call Observation Date is at or above the Initial Underlying Value, in which case investors receive principal plus that quarter’s coupon and the Notes terminate.

If the Notes are not called and Lennar’s final share value is below the Downside Threshold, investors receive shares of Lennar equal to the Share Delivery Amount instead of cash principal, and these shares may be worth far less than $1,000 or even zero. The Notes are senior unsecured obligations of Royal Bank of Canada, are not exchange-listed, and all payments depend on the bank’s creditworthiness. UBS receives a $15 selling commission per Note, and the initial estimated value is expected to be $923.75 to $973.75 per Note, below the $1,000 public price.

Royal Bank of Canada is offering $2,300,000 of Auto-Callable Contingent Coupon Barrier Notes linked to the least performing of three ETFs: XBI (biotech), XLE (energy) and XLY (consumer discretionary). The Notes pay a contingent coupon of $13.958 per $1,000 (1.3958% per month, 16.75% per year) only if on each observation date all three underliers stay at or above their coupon thresholds, set at 75% of initial values.

If on a call observation date every underlier is at or above its initial value, the Notes are automatically called and pay back $1,000 plus the coupon, with no further payments. At maturity, if not called, full principal is repaid only if the least performing underlier finishes at or above its 70% barrier; otherwise repayment is reduced one-for-one with the underlier loss, and principal can be largely or entirely lost. The initial estimated value is $985.50 per $1,000, below the public price, and RBC receives approximately $2,294,250 in proceeds after underwriting.

Royal Bank of Canada is offering auto-callable contingent coupon barrier notes linked to the worst performer of the State Street Technology Select Sector SPDR ETF (XLK) and the SPDR S&P Oil & Gas Exploration & Production ETF (XOP). The notes pay a contingent coupon of $42.50 per $1,000 in principal each quarter (4.25% per quarter, 17.00% per year) only if, on the observation date, both ETFs are at or above 80% of their initial values.

The notes can be called early each quarter if both ETFs are at or above their initial levels, in which case holders receive $1,000 plus the coupon and no further payments. If the notes are not called, maturity repayment depends on the worst-performing ETF: if it is at or above 80% of its initial value, investors receive full principal plus the coupon; if it is below 80%, repayment is reduced in line with its loss, up to a complete loss of principal.

The initial estimated value is expected to be between $925.33 and $975.33 per $1,000, below the public offering price, reflecting underwriting discounts and hedging costs, and Royal Bank of Canada expects to receive 99.00% of the principal amount in proceeds before expenses. The notes are unsecured obligations subject to RBC’s credit risk, are not insured by deposit insurance schemes, and involve complex risk and tax considerations.

Royal Bank of Canada is offering auto-callable contingent coupon barrier notes linked to the weaker performer of the VanEck Semiconductor ETF (SMH) and the SPDR S&P Oil & Gas Exploration & Production ETF (XOP). The notes are issued in $1,000 minimums and pay a contingent coupon of $41.00 per $1,000 each quarter, equivalent to 4.10% per quarter or 16.40% per year, but only if on the observation date both ETFs are at or above 70% of their initial values.

The notes can be automatically called quarterly if both underliers are at or above their initial values, in which case investors receive $1,000 plus the contingent coupon and no further payments. If the notes are not called and at maturity the worst-performing ETF is at or above its 70% barrier, investors receive $1,000 plus any coupon. If it is below the barrier, repayment is reduced one-for-one with the ETF’s loss, and investors can lose most or all of their principal.

The initial estimated value is expected between $915.37 and $965.37 per $1,000, reflecting dealer compensation, hedging costs and RBC’s funding rate, so secondary market values may be materially below the $1,000 issue price. The notes are unsecured senior debt of RBC, not insured by U.S. or Canadian deposit insurers, include complex U.S. tax treatment, and embed ETF, market volatility and issuer credit risks.

Royal Bank of Canada has reported that TRC Capital Investment Corporation has made an unsolicited mini-tender offer to purchase up to 500,000 RBC common shares, which is about 0.036% of the common shares outstanding as of January 13, 2026. The offer price is CAD $224.00 per share in cash, which is approximately 4.5% below the CAD $234.56 closing price of RBC common shares on the business day before the offer.

RBC states it does not endorse or have any affiliation with TRC Capital Investment and recommends shareholders reject the offer. The company notes that mini-tender offers are typically structured for holdings under 5% of a company’s shares, which avoids many disclosure and procedural requirements in Canadian and U.S. securities rules. RBC highlights that both the Canadian Securities Administrators and the U.S. Securities and Exchange Commission have expressed serious concerns about mini-tender offers and have issued guidance and investor tips urging caution.

Royal Bank of Canada is offering auto-callable contingent coupon barrier notes linked to two ETFs: the State Street SPDR S&P Regional Banking ETF (KRE) and the VanEck Semiconductor ETF (SMH). The notes are issued at 100% of principal, with underwriting discounts of 1.00% and proceeds to RBC of 99.00% of the principal amount. The initial estimated value is expected to range from $917.00 to $967.00 per $1,000, which is lower than the public offering price.

The notes pay a contingent coupon of $45.00 per $1,000 (4.50% per quarter, 18.00% per year) only if, on the relevant observation date, the closing value of each underlier is at or above 75% of its initial value. The notes may be automatically called quarterly if each underlier is at or above its initial value, returning $1,000 plus any due coupon. If not called, principal repayment at maturity depends on the worst-performing underlier: if its final value is at or above the 75% barrier, investors receive full principal plus any coupon; if it is below the barrier, repayment is reduced one-for-one with the underlier’s loss, and investors can lose most or all of their principal. All payments are subject to RBC’s credit risk, and the tax treatment is uncertain and may change.

Royal Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes linked to the common stock of Broadcom Inc., maturing on March 4, 2027. The notes pay a contingent coupon of $11.25 per $1,000 in any month the Broadcom share price is at or above a coupon threshold set at 57% of the initial share value. If on any monthly call observation date the share price is at or above the initial value, the notes are automatically called and pay back principal plus that month’s coupon.

If the notes are not called, principal repayment at maturity depends on Broadcom’s final share value. Full principal is repaid if the final value is at or above the 57% barrier; if it is below, repayment is reduced one-for-one with the share loss, and investors can lose most or all of their investment. The public issue price is 100% of principal, with proceeds to RBC of 98.5%, and the bank’s initial estimated value per $1,000 is expected between $919.50 and $969.50, reflecting fees, funding and hedging costs. The product carries complex tax treatment and significant market, credit and structural risks.

Royal Bank of Canada is issuing unsecured Return Notes with variable coupons linked to an equally weighted basket of 18 U.S.-listed equities chosen by Raymond James as its Analysts’ Best Picks for 2026. The basket spans names such as Boston Scientific, Chubb, Crown Castle, DoorDash, NRG Energy and Public Storage, each with a 1/18 weighting.

The Notes run from a trade date of February 13, 2026 to a scheduled maturity on February 22, 2027. At maturity, holders receive per $1,000 an amount equal to $1,000 × (1 + Basket Return) × a Note Adjustment Factor of 97.80%. Because this factor reduces effective exposure to $978 per $1,000, investors begin to lose principal if the Final Basket Value is less than approximately 102.25% of the Initial Basket Value, and can lose their entire investment if the basket declines enough.

Variable coupons are based on a Basket Distribution Return that aggregates dividends and similar distributions on each underlier, adjusted for weighting, tax withholding on certain foreign issuers and timing conventions. The initial estimated value is expected to be $945–$975 per $1,000, below the 100% public offering price, reflecting RBC’s funding rate, underwriting discount of 1.25%, a Raymond James licensing fee of up to $6 per $1,000 and hedging costs. The Notes are subject to RBC’s credit risk, are not insured, and involve complex U.S. tax treatment, including potential constructive ownership and Section 871(m) withholding, with no additional gross-up for U.S. federal withholding taxes.

Royal Bank of Canada is offering structured “Return Notes with Variable Coupons” linked to an equally weighted basket of 18 U.S.-listed stocks chosen as Raymond James Analysts’ Best Picks for 2026. Each Note has a $1,000 principal amount and pays variable coupons based on distributions from the basket, adjusted by a 99.05% Note Adjustment Factor, so investors are effectively exposed to $990.50 per $1,000 Note.

At maturity in February 2027, the payment per $1,000 Note equals $1,000 × (1 + Basket Return) × 99.05%. If the Final Basket Value is less than approximately 100.96% of the Initial Basket Value, investors lose some or all principal, and all payments depend on RBC’s credit. The initial estimated value is expected between $957.40 and $987.40 per $1,000, below the 100% public offering price, reflecting fees and hedging costs.

The Notes are not insured deposits, are not bail-inable, and involve complex U.S. tax treatment, including potential “constructive ownership” rules and 30% withholding on coupons and dividend equivalents for many non-U.S. holders.