RBC files 6-K: Series J medium-term notes with legal and tax opinions

Rhea-AI Filing Summary

Royal Bank of Canada filed a Form 6-K noting the issuance of Senior Global Medium-Term Notes, Series J, under its shelf registration on Form F-3. The filing primarily provides supporting legal and tax opinions: U.S. counsel Sullivan & Cromwell LLP opined on validity and U.S. federal income tax matters, while Norton Rose Fulbright Canada LLP addressed Canadian, Ontario and Québec law and Canadian federal income tax matters. Consents for these opinions are included. The report is signed by Executive Vice-President and Treasurer Jason Drysdale.

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Accepted by SEC EDGAR 11/03/2025 - 05:09 PM Learn about SEC filing dates

FAQ

What did Royal Bank of Canada (RY) report in this Form 6-K?

It reported the issuance of Senior Global Medium-Term Notes, Series J, and filed related legal and tax opinion exhibits.

Under what registration is RY issuing the Series J notes?

The notes are issued under the shelf registration statement on Form F-3 (File No. 333-275898).

Which firms provided legal opinions for RY’s Series J notes?

Sullivan & Cromwell LLP (U.S. counsel) and Norton Rose Fulbright Canada LLP (Canadian counsel).

What topics do the filed opinions cover for RY?

They cover note validity under New York law, matters under Canadian, Ontario and Québec law, and U.S. and Canadian federal income taxation.

Who signed the 6-K for Royal Bank of Canada (RY)?

It was signed by Jason Drysdale, Executive Vice-President and Treasurer.

Are consents for the opinions included in the exhibits?

Yes. Consents of both law firms are included with the respective opinions.

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 November, 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: Vice President,
Associate General Counsel
& Secretary 1 Place Ville Marie
Montreal, Quebec
Canada H3B 3A9
Attention: Vice President,
Associate 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):

· $750,000,000 aggregate principal amount of 3.995% Senior Fixed Rate/Floating Rate Notes, Due November 3, 2028

· $500,000,000 aggregate principal amount of Senior Floating Rate Notes, Due November 3, 2028

· $1,000,000,000 aggregate principal amount of 4.305% Senior Fixed Rate/Floating Rate Notes, Due November 3, 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: November 3, 2025