加拿大皇家银行美股招股说明书(2025-06-04版)

Prospectus Supplement to Prospectus Dated December 20, 2023 (Non-Viability Contingent Capital (NVCC))Royal Bank of Canada (“we” or the “Bank”) is offering $aggregate principal amount ofCapital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”). The Notes will mature , 2030, the interest rate on the Notes will be fixed at% per annum. Starting onevery fifth anniversary of such date thereafter until, 2080 (each such date, an “Interest Reset Date”), the interest rate on the (each, an “Interest Rate Calculation Date”) plus%. See page S-21 for a definition of U.S. Treasury Rate. Assuming the Notesare issued on, 2025, the first interest payment on the Notes on, 2025 will be in an amount of $per $1,000 principalamount of Notes.This prospectus supplement, together with the accompanying prospectus dated December 20, 2023 to which it relates (the“prospectus”), also relates to the offering ofNon-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BY (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series BY”), at a price of $1,000 per share to be issued to on or redemption price for the Notes when due, the sole remedy of holders of Notes shall be the delivery of the LimitedRecourse Trust Assets (as defined below), which initially shall consist of the Preferred Shares Series BY. See “Description ofthe Notes – Limited Recourse”.The Notes will be our direct unsecured obligations which, if we become insolvent or are wound-up (prior to the occurrence of with our Junior Subordinated Indebtedness (as defined below) (other than Junior Subordinated Indebtedness which by its terms rankssubordinate to the Notes) and will be subordinate in right of payment to the claims of our depositors and other unsubordinatedcreditors, provided that in any such case and in case of the Bank’s non-payment of the principal amount of, interest on or redemptionprice for the Notes when due, the sole remedy of the holders of Notes shall be the delivery of the Limited Recourse Trust Assets. Upon Corporation (the “CDIC”) or any other governmental agency or under the Canada Deposit Insurance Corporation Act(Canada) (the “CDIC Act”), the Bank Act or any other deposit insurance regime designed to ensure the payment of all or aportion of a deposit upon the insolvency of the deposit taking financial institution.The Notes will not be subject to Bail-in Conversion (as defined herein).In the event of the redemption of the Preferred Shares Series BY held by the Limited Recourse Trust (as defined below) priorto the Transfer Date (as defined below), outstanding Notes with an aggregate principal amount equal to the aggregate face amount ofthe Preferred Shares Series BY redeemed will be automatically redeemed. Upon the occurrence of certain regulatory and tax events,we may, with the approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), redeem all of the Notes.In the event that there is non-payment by us of interest on the Notes on an Interest Payment Date (as defined below), and we have not Prior to this offering, there has been no public market for the Notes. We do not intend to apply for listing of the Notes or thePreferred Shares Series BY on any securities exchange or for inclusion in any automated quotation system and, consequently, there isno market through which the Notes (or the Preferred Shares Series BY upon delivery of the Limited Recourse Trust Assets) may besold and purchasers may not be able to resell the Notes purchased under this prospectus supplement (or the Preferred Shares Series BY prospectus supplement and page 1 of the accompanying prospectus. Price to the PublicUnderwritingDiscountNet Proceeds to theBank(1)Per $1,000 principal amount of Notes(2)$$$$$$(1)After deducting the underwriting discount shown in the table above, but before deducting expenses of the offering,estimated to be approximately $, all of which will be paid by the Bank.(2)The Notes will be issued only in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. RBC Capital Markets, LLC is a wholly-owned subsidiary of the Bank. Accordingly, the Bank is a related issuer andconnected issuer of RBC Capital Markets, LLC under applicable Canadian securities legislation (see “Supplemental Plan of ABOUT THIS PROSPECTUS SUPPLEMENT In this prospectus supplement, unless the context otherwise indicates, the “Bank”, “we”, “us” or “our” means Royal Bank ofCanada together, if the context requires, with its subsidiaries. “prospectus”) provides you with more general information, some of which may not apply to the Notes. If there is any inconsistencybetween the information in this prospectus supplement and the accompanying prospectus, you should rely on the information in thisprospectus supplement. We urge you to read carefully both this prospectus supplement and the accompanying prospectus, togetherwith the information incorporat