RBC (RY) urges rejection of TRC Capital’s below-market mini-tender offer
Rhea-AI Filing Summary
Royal Bank of Canada has reported that TRC Capital Investment Corporation has made an unsolicited mini-tender offer to purchase up to 500,000 RBC common shares, which is about 0.036% of the common shares outstanding as of January 13, 2026. The offer price is CAD $224.00 per share in cash, which is approximately 4.5% below the CAD $234.56 closing price of RBC common shares on the business day before the offer.
RBC states it does not endorse or have any affiliation with TRC Capital Investment and recommends shareholders reject the offer. The company notes that mini-tender offers are typically structured for holdings under 5% of a company’s shares, which avoids many disclosure and procedural requirements in Canadian and U.S. securities rules. RBC highlights that both the Canadian Securities Administrators and the U.S. Securities and Exchange Commission have expressed serious concerns about mini-tender offers and have issued guidance and investor tips urging caution.
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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 January 2026
Commission File Number: 001-13928
Royal Bank of Canada
(Translation of registrant’s name into English)
|
200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Vice-President, Associate General Counsel & Corporate Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Vice-President, Associate General Counsel & Corporate 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 |
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 | |||
| Date: January 22, 2026 | By: | /s/ Jason Drysdale | |
| Name: | Jason Drysdale | ||
| Title: | Executive Vice-President and Treasurer | ||
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 99.1 | Press Release dated January 22, 2026 – RBC recommends shareholders reject TRC Capital Investment’s below-market “mini tender” offer for common shares |
Exhibit 99.1
 |
RBC recommends shareholders reject TRC Capital Investment's below-market "mini tender" offer for common shares
TORONTO, Jan. 22, 2026 — Royal Bank of Canada (RBC) (TSX: RY) (NYSE: RY) has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation (TRC Capital Investment) to purchase up to 500,000 RBC common shares, approximately 0.036% of the common shares outstanding as at January 13, 2026, at a below-market price of CAD $224.00 per share in cash.
TRC Capital Investment's unsolicited offer price of CAD $224.00 per share is approximately 4.5% lower than the CAD $234.56 closing share price of RBC common shares on January 13, 2026, the business day prior to the date of the offer.
RBC does not endorse TRC Capital Investment's unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital Investment and recommends shareholders reject the offer.
TRC Capital Investment has made several similar unsolicited mini-tender offers for shares of several other public companies. Mini-tender offers are designed to result in a holding of less than 5% of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about them, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.
The SEC has issued "Tips for Investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory can be found on its website at http://www.sec.gov/investor/pubs/minitend.htm.
Information on the CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at https://www.osc.ca/en/securities-law/instruments-rules-policies/6/61-301/csa-staff-notice-61-301-staff-guidance-practice-mini-tenders.
RBC strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
RBC requests that a copy of this news release be included with any distribution of materials relating to TRC Capital Investment's mini-tender offer for RBC shares.
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About RBC
Royal Bank of Canada is a global financial institution with a purpose-driven, principles-led approach to delivering leading performance. Our success comes from the 100,000+ employees who leverage their imaginations and insights to bring our vision, values and strategy to life so we can help our clients thrive and communities prosper. As Canada’s biggest bank and one of the largest in the world, based on market capitalization, we have a diversified business model with a focus on innovation and providing exceptional experiences to our more than 19 million clients in Canada, the U.S. and 27 other countries. Learn more at rbc.com.
We are proud to support a broad range of community initiatives through donations, community investments and employee volunteer activities. See how at rbc.com/peopleandplanet.
For more information, please contact:
Investor Contact:
Asim Imran, Investor Relations, asim.imran@rbc.com, 416-955-7804
Media Contact:
Gillian McArdle, Financial Communications, gillian.mcardle@rbccm.com,
416-842-4231
FAQ
What is the main message of Royal Bank of Canada (RY) in this 6-K filing?
Royal Bank of Canada explains that TRC Capital Investment Corporation has launched an unsolicited mini-tender offer for up to 500,000 common shares at CAD $224.00 per share, and RBC clearly states it does not endorse the offer and recommends shareholders reject it.
How large is TRC Capital Investment’s mini-tender offer for RBC (RY) shares?
The offer seeks to purchase up to 500,000 Royal Bank of Canada common shares, which is described as approximately 0.036% of the common shares outstanding as of January 13, 2026.
At what price is TRC Capital Investment offering to buy RBC (RY) shares, and how does it compare to the market price?
TRC Capital Investment’s offer is CAD $224.00 per RBC common share in cash. RBC states this price is about 4.5% lower than the CAD $234.56 closing share price on January 13, 2026, the business day before the offer date.
Why does RBC highlight regulatory concerns about mini-tender offers in this filing?
RBC notes that mini-tender offers are typically structured to acquire less than 5% of a company’s outstanding shares, which means they are not subject to many disclosure and procedural requirements under Canadian and U.S. securities regulations. The filing explains that the Canadian Securities Administrators and the U.S. Securities and Exchange Commission have expressed serious concerns about such offers and encourage investors to exercise caution.
What external guidance does RBC reference regarding mini-tender offers affecting RY shares?
RBC refers investors to the SEC’s “Tips for Investors” on mini-tender offers and to the CSA’s staff guidance on mini-tenders, and it also encourages brokers, dealers and other market participants to review an SEC letter on broker-dealer mini-tender offer dissemination and disclosures.
Does RBC have any relationship with TRC Capital Investment in connection with this mini-tender offer for RY shares?
The filing states that RBC does not endorse TRC Capital Investment’s mini-tender offer and is not affiliated or associated in any way with TRC Capital Investment.
