Royal Bk Can SEC Filings

Royal Bank of Canada (RY) is registering a small, $1.58 million offering of Auto-Callable Dual Directional Buffer Notes linked to the S&P 500 Futures Excess Return Index. The notes are senior unsecured obligations of RY, issued at 100% of par and offered under the bank’s Global Medium-Term Note Programme (Series J). They carry no periodic interest and expose investors to both RY’s credit risk and market risk tied to the referenced index.

Key economic terms include: (i) a single call observation date on 23 Jun 2026; if the Underlier closes at or above the 17 Jun 2025 initial level of 496.78, the notes are automatically redeemed at 111.55% of par, delivering an 11.55% return in roughly one year; (ii) if not called, final redemption on 23 Jun 2028 provides 100% upside participation; (iii) a 20% downside buffer—investors receive a positive “absolute value” return (capped at 20%) when the index finishes between 80% and 100% of the initial level; (iv) losses are incurred one-for-one below the 20% buffer.

Pricing highlights show a 0.50% underwriting discount and net proceeds of 99.50% of par. The bank’s initial estimated value is $983.46 per $1,000, 1.65% below the offer price, signalling embedded dealer margin and hedging costs. The notes will not be exchange-listed, may be subject to limited secondary liquidity, and are bail-in exempt under Canadian regulations.

Investors must weigh the appeal of an 11.55% potential one-year return and limited 20% buffer against principal risk beyond the buffer, lack of interim coupons, credit exposure to RY, and valuation that starts below par. The modest deal size suggests primarily funding rather than strategic capital raising for the bank.

Royal Bank of Canada (RY) is offering $611,000 face amount of Senior Global Medium-Term Notes, Series J, structured as Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk. The securities are linked to the lowest performing of Apple Inc. (AAPL) and Amazon.com, Inc. (AMZN) common shares and mature on 23 June 2028.

Key terms

• Face amount: $1,000 per security
• Pricing date: 17 June 2025  |  Settlement: 20 June 2025
• Auto-call feature: One observation, ≈1 year after issuance. If the closing value of the lowest-performing stock ≥ its starting value, the note is automatically called at 124% of face (24% call premium). Investors forego any further upside after call.
• Maturity payoff (if not called) • Upside: 200% participation on any positive return of the lowest-performing stock. • Neutral: 100% return of face if the stock is flat or down ≤30%. • Downside: full exposure below the –30% barrier; investors can lose >30% and up to 100% of principal.
• No periodic coupons or dividends; payments depend entirely on final stock performance and RBC’s creditworthiness.
• Credit risk: Unsecured, unsubordinated obligations of Royal Bank of Canada; not CDIC or FDIC insured; not bail-inable.
• Initial estimated value: $958.09 (≈4.2% below the $1,000 offering price), reflecting dealer discount ($25.75 per note) and structuring costs.
• Secondary market: No exchange listing; designed to be held to auto-call or maturity; market value may trade below issue price.

Risk highlights: Investors bear full downside below –30%, benefit only from the lower-performing stock, receive no income, and rely on RBC’s ability to pay. The 24% call premium caps upside if the auto-call is triggered early.

Royal Bank of Canada (NYSE:RY) filed a prospectus supplement (424B2) covering the issuance of $856,000 in Market-Linked Securities tied to the EURO STOXX Banks Index. These senior, unsecured notes mature on June 23, 2028 and offer:

• Upside: Greater of a 46% contingent minimum return or 100% of the Index’s gain.
• Downside: Full exposure to losses if the Index falls more than 25% from the 198.28 starting value (threshold 148.71).
• No interest payments; principal repayment depends entirely on Index performance.
• Initial estimated value: $937.02 per $1,000 note—below the public offering price—reflecting dealer discounts and structuring costs.
• Credit risk: All payments depend on RBC’s ability to pay; the notes are not FDIC or CDIC insured and are not bail-inable.
• Distribution economics: Investors pay a $28.25 per-note agent discount; net proceeds to RBC are $831,818.

The filing contains extensive risk factors highlighting potential loss of principal, limited liquidity, and RBC credit exposure. No material changes to Royal Bank of Canada’s financial condition or strategy are disclosed.

United States Steel Corporation (U.S. Steel, ticker X) filed a series of Post-Effective Amendments to more than 20 previously effective Form S-8 registration statements. The amendments remove from registration every share of common stock that remained unsold under the company’s various employee benefit and equity incentive plans.

The action follows the closing of the June 18 2025 merger in which Nippon Steel North America, Inc. acquired U.S. Steel through its wholly owned subsidiary, 2023 Merger Subsidiary, Inc. As a result, U.S. Steel became a wholly owned subsidiary of Nippon Steel and will no longer offer or sell securities to the public under the cited plans.

Key points:

• Deregistration covers plans such as the Savings Fund Plan for Salaried Employees, the 2002 and 2005 Stock Plans, the 2016 Omnibus Incentive Compensation Plan, multiple 401(k) plans and other legacy arrangements.
• The largest individual registration affected was 14.5 million shares registered in April 2021 under the 2016 Compensation Plan; other registrations ranged from 100 k to 9.73 million shares.
• The filing is administrative and stems directly from the merger; no new financial results or forward-looking information are provided.

Because the company is now private, these amendments formally terminate the public offering of shares tied to employee benefit programs and eliminate any future reporting obligations related to these unsold securities.

Royal Bank of Canada (RY) filed a 424B2 pricing supplement for US$1.757 million of Auto-Callable Contingent Enhanced Return Barrier Notes linked to the worst performer of Amazon.com (AMZN), Alphabet Class A (GOOGL) and Netflix (NFLX).

Structure: The notes are senior unsecured obligations maturing 23 June 2028. They pay no coupons and will be automatically called on 23 June 2026 if each underlier closes at or above its initial level, delivering 141% of par (a 41% return) and terminating the trade.

Upside at maturity: If not called and the worst underlier is above its initial level at final valuation (20 June 2028), investors receive 200% of that positive return, uncapped.

Downside/Barrier: Principal is protected only if the worst underlier remains at or above 60% of its initial level (barrier). A breach results in a 1-for-1 loss of principal, exposing holders to substantial downside.

Key economics: Issue price 100% of par; underwriting discount 2.5%; net proceeds 97.5%. RBC’s estimated initial value is $953.23 per $1,000, reflecting embedded fees and hedging costs. Minimum denomination is $1,000. The notes are not exchange-listed and are subject to RBC’s credit risk; they are not bail-inable under Canadian regulation.

Underlier data (trade date 17 June 2025): AMZN $214.82 (barrier $128.89), GOOGL $175.95 (barrier $105.57), NFLX $1,220.67 (barrier $732.40).

The filing contains standard risk language, stresses lack of FDIC/CDIC insurance, and directs investors to accompanying prospectus documents dated December 2023 and product supplement 1A dated May 2024.

Royal Bank of Canada (RY) has filed a 424B2 pricing supplement for $4.93 million of Auto-Callable Enhanced Return Dual Directional Buffer Notes (senior unsecured debt) linked to the least-performing of three U.S. energy/utility equities: Constellation Energy (CEG), NextEra Energy (NEE) and Vistra Corp. (VST).

Key terms: The notes are issued on 23 Jun 2025, mature on 23 Jun 2028 and can be automatically called after one year (26 Jun 2026) for 140% of par if all three underliers meet or exceed their initial levels. If not called, the final payoff hinges on the worst performer on 20 Jun 2028: (i) 200% participation on any gain; (ii) a one-for-one positive “absolute” return if the worst performer is down up to 30%; (iii) a dollar-for-dollar loss beyond the 30% buffer. The structure pays no coupons and is not exchange-listed.

Economics & risks: Investors pay 100% of face while RBC’s initial estimated value is $950.55 (reflecting a 4.9% issue premium, including 2.5% underwriting discount). Repayment depends on RBC’s credit; the notes are not CDIC or FDIC insured. Liquidity may be limited and secondary prices could trade below intrinsic value. Minimum purchase is $1,000 (CUSIP 78017K4Y5).

Investor considerations: The note appeals to investors seeking equity-linked upside with a defined 30% buffer and early 40% call potential, but principal remains at risk beyond the buffer and there is no interim income. The $4.93 million issue is immaterial to RBC’s balance-sheet and has no earnings impact, rendering the filing neutral from a corporate-level investment perspective.

Royal Bank of Canada (RY) is offering Auto-Callable Contingent Coupon Barrier Notes linked to Tesla, Inc. (TSLA) common stock, maturing 30 June 2028.

Income potential: The notes pay a quarterly contingent coupon of 3.75%-4.00% (15-16% p.a.) when TSLA’s closing price on the relevant observation date is at least 50% of the initial level (the “Coupon Threshold”). A memory feature allows skipped coupons to be recovered on future dates that meet the threshold.

Automatic call: Starting roughly six months after issuance, if TSLA closes at or above its initial level on any quarterly call observation date, the notes are redeemed at par plus the current and any unpaid coupons. No further payments occur thereafter.

Principal at risk: If the notes are not called and TSLA closes below 50% of its initial level on the final valuation date, investors lose 1% of principal for every 1% decline in TSLA, potentially up to a 100% loss. If TSLA finishes at or above the 50% barrier, par is returned.

Key terms: Trade Date 26 Jun 2025; Issue Date 30 Jun 2025; Valuation Date 27 Jun 2028. Initial estimated value: $890-$940 per $1,000, below the $1,000 offering price, reflecting dealer margins and hedging costs.

Major risks: credit exposure to RBC, limited upside (no participation in TSLA appreciation), potential loss of coupons, liquidity constraints, complex tax profile, and the possibility that market perceptions of RBC’s creditworthiness affect secondary pricing.

GS Finance Corp. is offering Callable Contingent Coupon Index-Linked Notes due 5 Aug 2030, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are linked to the S&P 500® Index and are issued in $1,000 denominations.

Key commercial terms

• Contingent quarterly coupon: at least $15.875 (≥1.5875%) paid only if the index closes ≥70 % of the initial level on the related observation date; otherwise no coupon.
• Maximum coupon potential: ≥6.35 % per annum, subject to the above condition.
• Issuer call feature: GS may redeem at 100 % of face value plus any due coupon on any quarterly payment date from Aug 2026 to May 2030.
• Maturity payout: • If index decline ≤30 %, holders receive par plus final coupon. • If index decline >30 %, repayment equals par + (index return × $1,000), exposing investors to losses proportionate to the full downside beyond the 30 % buffer.
• Downside buffer: 30 % (trigger level at 70 % of initial).
• Estimated initial value: $850–$890 per $1,000 note (≈85-89 % of issue price), reflecting embedded fees and hedging costs.

Risk-reward trade-off: Investors receive potential enhanced income and a 30 % cushion at maturity, but face (1) loss of coupons during weak equity markets, (2) principal loss below the buffer, (3) early-call reinvestment risk, (4) liquidity risk—GS is not obliged to maintain a secondary market, and (5) credit risk of GS Finance Corp. and Goldman Sachs Group.

Use-case: Suitable only for investors comfortable with equity-linked structured products who seek higher contingent income and can tolerate principal risk and an issuer call.

Royal Bank of Canada (RY) has filed a Free Writing Prospectus for new Auto-Callable Contingent Coupon Barrier Notes (“the Notes”) linked to United Airlines Holdings, Inc. (UAL) common stock. The Notes mature on 30 June 2028 and offer a quarterly contingent coupon of 2.875 - 3.125 % (11.50 - 12.50 % p.a.) provided UAL’s closing price is at least 50 % of the Initial Underlier Value (the “Coupon Threshold”) on the relevant observation date. Missed coupons may be recovered later under the memory feature.

Automatic call feature: beginning roughly six months after trade (first observation December 2025), the Notes are redeemed at par plus any due coupons if UAL closes at or above the Initial Underlier Value on any quarterly call observation date. Once called, no further payments occur.

Principal repayment: If the Notes are not called and UAL finishes at or above the 50 % barrier on the 27 June 2028 valuation date, investors receive full principal plus due coupons. If UAL closes below the barrier, repayment equals par plus the percentage return of UAL, resulting in a 1 % loss of principal for every 1 >% decline from the initial price, potentially up to total loss.

Key economics & mechanics:

• Issuer: Royal Bank of Canada (A credit risk of the investor).
• Issue price: $1,000; initial estimated value: $888-$938 (below offer price).
• Coupon & call observation: quarterly; maturity settlement 30 June 2028.
• Barrier & coupon threshold: 50 % of initial UAL price.
• CUSIP: 78017PBH3; SEC Registration No. 333-275898.

Selected risks highlighted by the issuer: potential loss of some or all principal, possibility of zero coupons, no participation in UAL upside, automatic call risk, RBC credit exposure, valuation discount versus issue price, limited secondary market, tax uncertainty and multiple conflicts of interest (issuer and affiliate roles, calculation agent discretion).

Investors should review the preliminary pricing supplement and risk factors on the SEC website before considering the offering.