Royal Bk Can SEC Filings

Royal Bank of Canada (RY) filed a Form 6-K to document the issuance of Senior Global Medium-Term Notes, Series J, under its effective shelf registration (Form F-3 No. 333-275898). The Bank priced three U.S.-dollar tranches on 6 Aug 2025, raising an aggregate $2.75 billion:

• $1.25 billion 4.498% Senior Fixed-to-Floating Notes due 6 Aug 2029
• $0.5 billion Senior Floating-Rate Notes due 6 Aug 2029
• $1.0 billion 4.696% Senior Fixed-to-Floating Notes due 6 Aug 2031

Legal opinions covering New York law, Canadian provincial law, and U.S./Canadian tax matters are filed as Exhibits 5.x and 8.x, with corresponding consents (Exhibits 23.x). The filing states that the report and exhibits are incorporated by reference into the Bank’s shelf registration statement. No earnings or guidance information is provided.

Royal Bank of Canada (RY) is marketing US$750,000 of Auto-Callable Contingent Coupon Barrier Notes due 13-Jul-2028. The securities are senior unsecured obligations issued off the bank’s Series J global MTN program and priced at 100% of principal.

Underlying exposure. Performance is linked to the least-performing of two SPDR ETFs: the S&P Regional Banking ETF (KRE) and the S&P Oil & Gas Exploration & Production ETF (XOP). Initial prices were fixed on 10-Jul-2025 at KRE $63.57 and XOP $132.29; both the coupon threshold and barrier are set at 80% of those levels.

Contingent coupon. If, on any quarterly observation date, each ETF closes at or above its 80% coupon threshold, investors receive US$45.125 per US$1,000 (18.05% p.a.). Should either ETF close below its threshold, no coupon is paid for that quarter. Coupons are not cumulative.

Automatic call. Starting 10-Oct-2025, the notes will be redeemed at par plus the current coupon if both ETFs close at or above their respective initial values on any observation date. Early redemption could occur as soon as three months after issuance, limiting total return.

Principal repayment. If the notes are not called, maturity payment depends on the least-performing ETF on 10-Jul-2028: (i) at or above the 80% barrier → return of principal plus final coupon; (ii) below the barrier → 1-for-1 downside exposure to the full decline of that ETF, resulting in loss of up to 100% of principal.

Pricing economics. Investors pay par, but the bank’s initial estimated value is US$978.37 (97.837% of par), reflecting a 1.00% underwriting discount, internal funding spread and hedging costs. Net proceeds to RBC are 99.00% of principal.

Risk highlights. Key risks disclosed include (1) potential loss of principal, (2) possibility of receiving no coupons, (3) performance driven solely by the worst-performing ETF, (4) RBC credit risk, (5) lack of secondary market and likely wide bid-ask spreads, and (6) U.S. tax uncertainty; non-U.S. holders may face 30% withholding on coupons.

Industry concentration. KRE constituents are regional banks, exposed to regulatory and credit-cycle shocks; XOP is concentrated in oil & gas E&P companies, sensitive to commodity prices and geopolitical supply factors. Lack of correlation may increase the chance that at least one ETF breaches the barrier.

Timeline. Trade Date 11-Jul-2025; Issue Date 16-Jul-2025. Quarterly observation/payment schedule runs through the Valuation Date 10-Jul-2028 and Maturity Date 13-Jul-2028.

Investor profile. The notes may appeal to income-oriented investors willing to assume equity-linked downside, early-call reinvestment risk and exposure to RBC’s credit. They are not suited for investors requiring capital preservation or daily liquidity.

Royal Bank of Canada (RY) is marketing $12.93 million of senior unsecured “Trigger Autocallable GEARS” linked to Apple Inc. (AAPL) common stock. The notes are issued in $10 denominations, settle on 16 Jul 2025 and mature 14 Jul 2028 unless automatically called on 21 Jul 2026.

• Automatic call: If AAPL’s closing price on 17 Jul 2026 is ≥ the initial value of $211.16, investors receive $11.40 per note (principal + 14% call return); no further payments.
• Payoff at maturity (if not called):
  • Positive AAPL return – repayment of $10 plus 1.4× the price appreciation.
  • Zero/negative return but final price ≥ $158.37 (75% threshold) – full principal only.
  • Final price < $158.37 – principal reduced 1:1 with the percentage decline (max loss 100%).
• No coupons or dividends: Investors forgo AAPL dividends and receive no periodic interest.
• Credit & liquidity: The securities rank pari-passu with other senior debt of RBC; payment depends entirely on RBC’s creditworthiness. The notes will not be listed, and market-making is discretionary.
• Pricing: Public offering price is $10; UBS earns a $0.25 commission. The issuer’s initial estimated value is $9.76, reflecting underwriting spread, hedging costs and RBC’s lower internal funding rate.
• Risk highlights: Possibility of total loss below the 75% barrier, limited upside to 14% if early called, secondary-market illiquidity, taxation uncertainty (treated as prepaid open contracts), and exposure to Canadian bank resolution powers.

In essence, the product offers enhanced upside participation (140%) only if AAPL rallies and the note is not called, moderate capped return if called, and substantial downside risk below a 25% decline, all subject to RBC credit risk.

Royal Bank of Canada ("RBC") is offering 700,184 units of senior unsecured Autocallable Strategic Accelerated Redemption Securities (STARs) linked to the EURO STOXX 50® Index (SX5E). The notes price on 10 July 2025, settle on 17 July 2025 and, if not called earlier, mature on 27 July 2028. Each unit has a $10 face amount, for an aggregate offering size of $7.0 million.

Automatic call feature. The notes will be redeemed early at a fixed "Call Amount" if the index closes at or above the Starting Value (5,438.27) on any Observation Date:

• 16 Jul 2026 – $11.154 per unit (11.54% premium)
• 22 Jul 2027 – $12.308 per unit (23.08% premium)
• 20 Jul 2028 – $13.462 per unit (34.62% premium)

Downside exposure. If the notes are not called and the index ends below the Threshold Value (100% of the Starting Value) on the final Observation Date, principal is reduced 1-for-1 with the index decline, up to 100% loss. There is no principal protection.

Economics & fees. Public price is $10.00; underwriting discount is $0.20 and a hedging-related charge is $0.05, leaving $9.75 net of distribution costs. RBC’s internally calculated initial estimated value is $9.70, already below the purchase price, reflecting the bank’s internal funding rate and hedge costs. No periodic coupon is paid. All payments are subject to RBC’s credit risk; the notes are not insured by FDIC or CDIC and will not be listed on any exchange, so secondary liquidity is expected to be limited.

Key risk considerations. Investors face full downside risk, capped upside (maximum 34.62%), valuation pressure from embedded fees and potential illiquidity. Market value before maturity may be materially below purchase price. Payments depend entirely on RBC’s ability to pay. The product is complex and suitable only for investors comfortable with structured notes, early redemption, equity index risk, and the lack of dividend participation.

Tax disclosure. Counsel reasonably expects the notes to be treated as prepaid financial contracts for U.S. tax purposes; however, treatment is uncertain and could change. Non-U.S. holders are not expected to be subject to Section 871(m) dividend-equivalent withholding.

Issuance mechanics. BofA Securities acts as underwriter and calculation agent; Merrill Lynch, Pierce, Fenner & Smith receives a selling concession. No market-making obligation exists, although BofA Securities or affiliates may repurchase notes at prevailing prices after issuance.