Royal Bank of Canada issues US$2.75 bn Series J Medium-Term Notes

Rhea-AI Filing Summary

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.

Positive

• US$2.75 billion successfully raised, enhancing liquidity and diversifying funding sources.
• Long-dated maturities (2029-2031) extend the Bank’s liability profile, reducing refinancing risk.

Negative

• Additional senior debt increases gross leverage and future interest expense.

Insights

Debt Capital Markets Specialist

TL;DR: RBC adds US$2.75 bn senior debt, extending tenor to 2031; neutral-to-slightly positive for liquidity.

The 6-K is strictly transactional, confirming successful placement of three senior unsecured note tranches totaling US$2.75 bn. Coupons (4.498% and 4.696%) reflect the current rate environment and fixed-to-float structures mitigate longer-term rate risk for the Bank. Maturities in 2029 and 2031 lengthen the liability profile and enhance U.S.-dollar funding diversity. Because proceeds’ use is not specified, leverage impact cannot be gauged, but RBC historically maintains strong capital ratios, so incremental senior debt is unlikely to pressure ratings. Overall market impact is modest: improves near-term liquidity, but materially neutral to equity valuation.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of a Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of August, 2025
Commission File Number: 001-13928

Royal Bank of Canada

(Name of registrant)

200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Senior Vice-President,
Deputy General Counsel & Secretary 1 Place Ville Marie
Montreal, Quebec
Canada H3B 3A9
Attention: Senior Vice-President,
Deputy General Counsel & Secretary 

(Address of principal executive offices)

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 o Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO ROYAL BANK OF CANADA’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-275898) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibits are filed herewith in connection with the issuance of the following Senior Global Medium-Term Notes, Series J (the “Notes”) by Royal Bank of Canada (the “Bank”) on the date of this report on Form 6-K, pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-275898):

· $1,250,000,000 aggregate principal amount of 4.498% Senior Fixed Rate/Floating Rate Notes, Due August 6, 2029

· $500,000,000 aggregate principal amount of Senior Floating Rate Notes, Due August 6, 2029

· $1,000,000,000 aggregate principal amount of 4.696% Senior Fixed Rate/Floating Rate Notes, Due August 6, 2031

EXHIBITS

Exhibit		Description of Exhibit
5.1		Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law.
5.2		Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters under Canadian, Ontario and Québec law.
8.1		Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation.
8.2		Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above).
23.2		Consent of Norton Rose Fulbright Canada LLP (included in Exhibits 5.2 and 8.2 above).

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.

		ROYAL BANK OF CANADA
		By:		/s/ Jason Drysdale
		Name: Title:		Jason Drysdale Executive Vice-President and Treasurer
				Date: August 6, 2025

FAQ

How much debt did Royal Bank of Canada (RY) issue on 6 Aug 2025?

The Bank issued US$2.75 billion in senior unsecured medium-term notes.

What are the coupon rates on the new RBC notes?

Fixed-to-floating tranches carry coupons of 4.498% (due 2029) and 4.696% (due 2031); one tranche is floating-rate from inception.

When do the newly issued RBC notes mature?

Two tranches mature on 6 Aug 2029; the third matures on 6 Aug 2031.

Under which registration statement were the notes issued?

They were issued under RBC’s shelf registration statement on Form F-3 (File No. 333-275898).

What legal opinions accompany the debt issuance?

Opinions from Sullivan & Cromwell LLP (U.S.) and Norton Rose Fulbright Canada LLP (Canada) address validity and tax matters.