[6-K] ROYAL BANK OF CANADA Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Royal Bank of Canada filed a Form 6-K reporting the issuance of two NVCC capital instruments. The bank issued 6.500% Limited Recourse Capital Notes, Series 7 (subordinated, non-viability contingent capital) due November 24, 2085, and Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BZ (also NVCC). The filing includes legal opinions from Osler, Hoskin & Harcourt LLP on corporate and Canadian federal income tax matters and related exhibits tied to the bank's shelf registration on Form F-3 (File No. 333-275898).

Positive

• Issued NVCC instruments (6.500% notes and Series BZ preferreds) to raise regulatory capital
• Legal and tax opinions filed from Osler, Hoskin & Harcourt LLP supporting the issuance
• Filed under existing Form F-3 shelf (File No. 333-275898), indicating pre-authorized issuance framework

Negative

• Notes are long-dated (maturity November 24, 2085), which locks in capital terms for many decades
• Instruments are NVCC, meaning they contain regulatory loss-absorption features that can be triggered under specified conditions

Insights

Capital Markets Attorney

TL;DR: RBC issued NVCC subordinated notes and NVCC preferred shares with legal and tax opinions filed.

The filing documents the issuance of a 6.500% subordinated capital note maturing November 24, 2085, and a non-cumulative preferred share series with a five-year fixed-rate reset feature. Both securities are designated as Non-Viability Contingent Capital (NVCC), meaning their terms include loss-absorbing features triggered under prescribed regulatory conditions, as stated in the filing.

The filing also attaches counsel opinions on corporate and Canadian federal income tax matters, consistent with standard disclosure for securities issued under a Form F-3 shelf registration.

Bank Capital Analyst

TL;DR: The bank added long-dated subordinated NVCC debt and five-year reset NVCC preferreds to its capital structure.

The report confirms issuance of a 6.500% limited recourse capital note due 2085 and Series BZ first preferred shares with a five-year fixed-rate reset. These instruments are typically used to satisfy regulatory capital requirements and diversify funding sources, as indicated by their NVCC classification and the attachment to the bank's Form F-3 shelf registration (File No. 333-275898).

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 September, 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 and Corporate Secretary 1 Place Ville Marie
Montreal, Quebec
Canada H3B 3A9
Attention: Vice-President,
Associate General Counsel and 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

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 6.500% Limited Recourse Capital Notes, Series 7 (Non-Viability Contingent Capital (NVCC) (Subordinated Indebtedness), due November 24, 2085 (the “Notes”) and Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BZ (Non-Viability Contingent Capital (NVCC)) 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):

EXHIBITS

Exhibit		Description of Exhibit
1.1		Underwriting Agreement, dated as of September 15, 2025, among Royal Bank of Canada, RBC Capital Markets, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and HSBC Securities (USA) Inc., as representatives of the several Underwriters named therein.
4.1		Fifth Supplemental Indenture, dated as of September 23, 2025, between the Bank and the Bank of New York Mellon, as Trustee.
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 Osler, Hoskin & Harcourt 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 Osler, Hoskin & Harcourt 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 Osler, Hoskin & Harcourt 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: September 23, 2025

FAQ

What securities did Royal Bank of Canada (RYLBF) issue in this Form 6-K?

The bank issued 6.500% Limited Recourse Capital Notes, Series 7 due November 24, 2085 and Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BZ, both designated as NVCC.

What does NVCC mean for the RYLBf securities?

NVCC stands for Non-Viability Contingent Capital, indicating the securities include regulatory loss-absorption features that apply if the issuer meets specified non-viability conditions, as stated in the filing.

Were legal opinions filed with the issuance?

Yes. The filing includes opinions from Osler, Hoskin & Harcourt LLP on corporate matters and Canadian federal income taxation.

Under what registration was the issuance made?

The issuance was made pursuant to the bank's shelf registration on Form F-3 (File No. 333-275898), as disclosed in the Form 6-K.

What is the coupon on the subordinated notes?

The subordinated notes carry a coupon of 6.500%, as specified in the filing.