Rogers plans US$1B and C$600M subordinated notes

Rogers Communications Inc. is raising roughly US$1.6 billion equivalent in new subordinated notes to refinance portions of its long-dated 2081 and 2082 subordinated debt.

Rhea-AI Filing Summary

ROGERS COMMUNICATIONS INC. (RCI) is issuing two new series of Fixed-to-Fixed Rate Subordinated Notes: a public offering of US$1 billion notes in the United States and a Canadian private placement of Cdn$600 million notes. The offerings are expected to close on September 23, 2026, subject to customary closing conditions.

The company expects net proceeds of about US$990 million from the US notes and $595 million from the Canadian notes. RCI plans to use these proceeds to redeem or purchase in full or in part its existing 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082, effectively refinancing part of its long‑dated subordinated debt.

Filing Explained

Rogers has priced, but not yet closed, two subordinated-note offerings: the US notes use a prospectus supplement under an effective F-10 shelf, while the Canadian notes are a Canadian private placement not registered in the US; the stated consequence is debt refinancing rather than a common-share issuance.

Key Figures

US subordinated notes offering size: US$1.0 billion Canadian subordinated notes offering size: Cdn$600 million Net proceeds from US notes: US$990 million +4 more

7 metrics

US subordinated notes offering size US$1.0 billion Principal amount of new U.S. Fixed-to-Fixed Rate Subordinated Notes

Canadian subordinated notes offering size Cdn$600 million Principal amount of new Canadian Fixed-to-Fixed Rate Subordinated Notes

Net proceeds from US notes US$990 million Expected net proceeds from the U.S. notes issuance

Net proceeds from Canadian notes $595 million Expected net proceeds from the Canadian notes issuance

Coupon on existing 2081 subordinated notes 5.00% Interest rate on Fixed-to-Fixed Rate Subordinated Notes due 2081 targeted for redemption or purchase

Coupon on existing 2082 subordinated notes 5.25% Interest rate on Fixed-to-Fixed Rate Subordinated Notes due 2082 targeted for redemption or purchase

Expected closing date September 23, 2026 Anticipated closing date for both the U.S. and Canadian note offerings

Key Terms

Fixed-to-Fixed Rate Subordinated Notes, private placement, shelf registration statement, prospectus supplement, +1 more

5 terms

Fixed-to-Fixed Rate Subordinated Notes financial

"Public Offering of US$1 billion Fixed-to-Fixed Rate Subordinated Notes"

Fixed-to-fixed rate subordinated notes are debt securities that pay one fixed interest rate for an initial period and then switch to a different fixed rate for the remaining term; they are 'subordinated' because they are lower in priority for repayment than other debt. Investors care because the two-rate structure affects income predictability and total yield, while the subordinated status raises risk of loss in a default, typically commanding higher interest as compensation.

private placement financial

"Canadian Private Placement of Cdn$600 million Fixed-to-Fixed Rate Subordinated Notes"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

shelf registration statement regulatory

"part of an effective shelf registration statement on Form F-10"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"issued pursuant to a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking information regulatory

"may include “forward-looking information” and “forward-looking statements”"

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds RCI will use the net proceeds from both offerings to redeem or purchase in full or in part the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or the 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offerings did RCI announce in this Form 6-K?

RCI announced a public offering of US$1 billion Fixed-to-Fixed Rate Subordinated Notes in the U.S. and a Canadian private placement of Cdn$600 million Fixed-to-Fixed Rate Subordinated Notes, both expected to close on September 23, 2026.

How much net proceeds will Rogers Communications Inc. (RCI) receive from the new notes?

RCI expects net proceeds of approximately US$990 million from the U.S. notes and $595 million from the Canadian notes, after underwriting fees and other transaction-related costs.

What will RCI use the new subordinated notes proceeds for?

RCI plans to use the net proceeds to redeem or purchase, in full or in part, its 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or its 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.

How are the U.S. notes of RCI being offered and registered?

The U.S. notes are offered under a prospectus supplement and accompanying prospectus filed with the SEC as part of an effective Form F-10 shelf registration statement, and are not offered in Canada or to Canadian residents.

Who can buy the Canadian subordinated notes of RCI (symbol RCI)?

The Canadian notes are offered exclusively to persons resident in a Canadian province on a private placement basis through a syndicate of agents and will not be sold to investors outside Canada.

What existing RCI notes are targeted for redemption with this financing?

RCI intends to redeem or purchase in full or in part its outstanding 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082 using the net proceeds from the new offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 08:12 AM Accepted by SEC EDGAR 09/10/2026 - 08:11 AM Learn about SEC filing dates

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 September, 2026

Commission File Number 001-10805 

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive office)

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.

	ROGERS COMMUNICATIONS INC.
	By:	/s/ Glenn Brandt
		Name:	Glenn Brandt
		Title:	Chief Financial Officer

Date: September 10, 2026

EXHIBIT INDEX

Exhibit		Description of Document
99.1		News Release dated September 9, 2026 - Rogers Communications Inc. Announces Pricing of Public Offering of US$1 billion Fixed-to-Fixed Rate Subordinated Notes and Canadian Private Placement of Cdn$600 million Fixed-to-Fixed Rate Subordinated Notes

Exhibit 99.1

 

Rogers Communications Inc. Announces Pricing of Public Offering of US$1 billion Fixed-to-Fixed Rate Subordinated Notes and Canadian Private Placement of Cdn$600 million Fixed-to-Fixed Rate Subordinated Notes

TORONTO, September 9, 2026 -- Rogers Communications Inc. (TSX: RCI.A and RCI.B) (NYSE: RCI) (“RCI”) announced today that it has priced:

● a U.S. public offering of two series of US dollar denominated fixed-to-fixed rate subordinated notes with an aggregate principal amount of US$1 billion, consisting of US$500 million of 7.150% fixed-to-fixed rate subordinated notes due 2057 and US$500 million of 7.400% fixed-to-fixed rate subordinated notes due 2057 (collectively, the “US Notes”); and

● a Canadian private placement of $600 million of 6.000% fixed-to-fixed rate subordinated notes due 2057 (the “Cdn Notes” and, together with the US Notes, the “Notes”).

The net proceeds from the issuance of the US Notes and the issuance of the Cdn Notes will be approximately US$990 million and $595 million, respectively. RCI will use the net proceeds from both offerings to redeem or purchase in full or in part the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or the 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082. The offering of the US Notes and the offering of the Cdn Notes are each expected to close on September 23, 2026, subject to the satisfaction of customary closing conditions.

The US Notes will be issued pursuant to a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) as part of an effective shelf registration statement on Form F-10. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus and prospectus supplement relating to the offering of the US Notes may also be obtained from RCI by contacting Investor Relations as described below. The US Notes are not being offered in Canada or to any resident of Canada.

The Cdn Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Cdn Notes were offered exclusively to persons resident in a Canadian province, through a syndicate of agents on a private placement basis. The Cdn Notes will not be sold to investors outside of Canada.

This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rogers Communications Inc.:

Rogers is Canada’s communications, sports and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more information, please visit rogers.com or about.rogers.com/investor-relations.

Caution Concerning Forward-Looking Statements

This press release may include “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”). RCI cautions that forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A comprehensive discussion of risks associated with forward-looking information can be found in RCI’s public reports and filings, including the risks outlined in the section entitled “Risks and Uncertainties Affecting our Business” in its management’s discussion and analysis of its audited consolidated financial statements as at and for the year ended December 31, 2025, and in the section entitled “Updates to Risks and Uncertainties” in its management’s discussion and analysis of its unaudited interim condensed consolidated financial statements as at and for the three and six months ended June 30, 2026, which are available under its profile at www.sedarplus.ca, and are also available at www.sec.gov, and in the section entitled “Risk Factors” in the prospectus. RCI is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking information, whether as a result of new information, future events, or otherwise.

For further information:

Investor Relations

1-844-801-4792

investor.relations@rci.rogers.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99 PRESS RELEASE 11.0 KB