Rogers (NYSE: RCI) prices US$750M and C$1.25B subordinated notes

Rhea-AI Filing Summary

Rogers Communications Inc. has priced a public offering of US$750 million fixed-to-fixed rate subordinated notes in the United States and a Canadian private placement of Cdn$1.25 billion fixed-to-fixed rate subordinated notes.

The company expects net proceeds of approximately US$740 million from the U.S. notes and Cdn$1.24 billion from the Canadian notes. Rogers plans to use these proceeds to repay certain outstanding indebtedness. Both offerings are expected to close on March 27, 2026. The U.S. notes are being sold under an effective Form F-10 shelf registration, while the Canadian notes are offered exclusively to residents of Canadian provinces on a private placement basis and will not be sold outside Canada.

Insights

Capital structure analyst

Rogers is refinancing debt with large U.S. and Canadian subordinated note issues.

Rogers Communications has priced US$750 million of U.S. fixed-to-fixed rate subordinated notes and Cdn$1.25 billion of similar Canadian notes. Net proceeds of about US$740 million and Cdn$1.24 billion are earmarked to repay existing indebtedness.

Subordinated notes sit below senior debt in the capital structure, so they typically carry higher coupons but preserve flexibility for senior lenders. Using proceeds to refinance outstanding obligations rather than fund new spending suggests a balance-sheet focused transaction rather than an expansion move.

Each offering is expected to close on March 27, 2026, subject to customary conditions implied by market practice. The U.S. tranche uses an effective Form F-10 shelf registration, while the Canadian tranche is a private placement limited to provincial residents, which shapes who can hold each security and how they may trade.

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 March, 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/ Marisa Wyse
		Name:	Marisa Wyse
		Title:	Chief Legal Officer and Corporate Secretary

Date:  March 24, 2026

Exhibit Index

Exhibit Number	Description of Document
99.1	News Release dated March 24, 2026 - Rogers Communications Inc. Announces Pricing of Public Offering of US$750 million Fixed-to-Fixed Rate Subordinated Notes and Canadian Private Placement of Cdn$1.25 billion Fixed-to-Fixed Rate Subordinated Notes

Exhibit 99.1

Rogers Communications Inc. Announces Pricing of Public Offering of US$750 million Fixed-to-Fixed Rate Subordinated Notes and Canadian Private Placement of Cdn$1.25 billion Fixed-to-Fixed Rate Subordinated Notes

TORONTO, March 24, 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 US$750 million of 6.875% fixed-to-fixed rate subordinated notes due 2056 (the “US Notes”); and

● a Canadian private placement of $1.25 billion of 6.250% fixed-to-fixed rate subordinated notes due 2056 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$740 million and $1.24 billion, respectively. RCI expects to use the net proceeds from both offerings to repay certain outstanding indebtedness of RCI. The offering of the US Notes and the offering of the Cdn Notes are each expected to close on March 27, 2026.

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, which is 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

FAQ

What debt offerings did Rogers Communications (RCI) announce in this 6-K?

Rogers Communications announced pricing of US$750 million fixed-to-fixed rate subordinated notes in a U.S. public offering and Cdn$1.25 billion fixed-to-fixed rate subordinated notes through a Canadian private placement, both intended to refinance existing indebtedness rather than fund new projects or acquisitions.

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

Rogers expects net proceeds of approximately US$740 million from the U.S. subordinated notes and about Cdn$1.24 billion from the Canadian subordinated notes, after fees and expenses. The company plans to use these amounts to repay certain outstanding indebtedness on its balance sheet.

How will Rogers Communications (RCI) use the proceeds from these note offerings?

Rogers plans to use the net proceeds from both the U.S. and Canadian subordinated note offerings to repay certain outstanding indebtedness. This indicates a focus on refinancing existing debt obligations rather than deploying the capital for new investments, acquisitions, or operational expansion initiatives.

When are Rogers Communications’ new subordinated note offerings expected to close?

Both the U.S. and Canadian subordinated note offerings by Rogers Communications are expected to close on March 27, 2026. Closing is typically subject to customary conditions, after which the company would receive the proceeds and apply them toward repayment of specified outstanding debt.

Where are Rogers Communications’ new notes being offered and who can buy them?

The U.S. subordinated notes are offered publicly under an effective Form F-10 shelf registration and are not offered in Canada. The Canadian subordinated notes are sold only to residents of Canadian provinces on a private placement basis and will not be sold to investors outside Canada.

Are Rogers Communications’ Canadian subordinated notes registered in the United States?

The Canadian subordinated notes will not be registered under the U.S. Securities Act of 1933 or state securities laws. They cannot be offered or sold in the United States without registration or a valid exemption, and in this transaction are offered exclusively to Canadian provincial residents on a private placement basis.

Filing Exhibits & Attachments

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Press Releases

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