加拿大皇家银行美股招股说明书(2025-09-17版)

Royal Bank of CanadaUS$1,350,000,0006.500% Limited Recourse Capital Notes, Series 7(Non-Viability Contingent Capital (NVCC))(Subordinated Indebtedness) 1,350,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BZ(Non-Viability Contingent Capital (NVCC)) Royal Bank of Canada (“we” or the “Bank”) is offering $1,350,000,000 aggregate principal amount of 6.500% Limited RecourseCapital Notes, Series 7 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”). The Notes will mature onNovember 24, 2085. We will pay interest on the Notes in equal (subject to the reset of the interest rate and the short first coupon) quarterlyinstallments in arrears on February 24, May 24, August 24and November 24of each year, with the first payment on November 24, 2025. Fromthe date of issue to, but excluding, November 24, 2035, the interest rate on the Notes will be fixed at 6.500% per annum. Starting on November24, 2035 and on every fifth anniversary of such date thereafter until November 24, 2080 (each such date, an “Interest Reset Date”), the interestrate on the Notes will be reset at an interest rate per annum equal to the U.S. Treasury Rate on the business day prior to such Interest Reset Date(each, an “Interest Rate Calculation Date”) plus 2.462%. See page S-21 for a definition of U.S. Treasury Rate. Assuming the Notes are issuedon September 23, 2025, the first interest payment on the Notes on November 24, 2025 will be in an amount of $11.01388889per $1,000principal amount 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 of 1,350,000 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BZ (Non-Viability Contingent Capital (NVCC)) of the Bank (the “Preferred Shares Series BZ”), at a price of $1,000 per share to be issued to theLimited Recourse Trustee (as defined below) in connection with the issuance of the Notes. The Preferred Shares Series BZ offered hereby willbe issued concurrently with the closing of the offering of the Notes. The Notes are intended to qualify as our Additional Tier 1 capital within the meaning of the regulatory capital adequacyrequirements to which we are subject. In the event of a non-payment by the Bank of the principal amount of, interest on or redemptionprice for the Notes when due, the sole remedy of holders of Notes shall be the delivery of the Limited Recourse Trust Assets (as definedbelow), which initially shall consist of the Preferred Shares Series BZ. See “Description of the 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 aTrigger Event (as defined below)), will rank: (a) subordinate in right of payment to the prior payment of all our Higher Ranked Indebtedness (asdefined below), including certain Subordinated Indebtedness (as defined below) and (b) in right of payment equally with our JuniorSubordinated Indebtedness (as defined below) (other than Junior Subordinated Indebtedness which by its terms ranks subordinate to the Notes)and will be subordinate in right of payment to the claims of our depositors and other unsubordinated creditors, provided that in any such caseand in case of the Bank’s non-payment of the principal amount of, interest on or redemption price for the Notes when due, the sole remedy ofthe holders of Notes shall be the delivery of the Limited Recourse Trust Assets. Upon the occurrence of a Recourse Event (as defined below),including if we become insolvent or are wound-up (prior to the occurrence of a Trigger Event), the recourse of each holder of the Notes will belimited to such holder’s proportionate share of the Limited Recourse Trust Assets and the delivery of the applicable Limited Recourse TrustAssets to holders of the Notes will exhaust all remedies of such holders including in connection with any such event. If the Limited RecourseTrust Assets that are delivered to holders of the Notes under such circumstances comprise Preferred Shares Series BZ or common shares of theBank (“Common Shares”), such Preferred Shares Series BZ or Common Shares will rank on parity with all other first preferred shares of theBank (“First Preferred Shares”) or Common Shares, as applicable. See “Description of the Notes”. The Notes will be direct unsecured obligations of the Bank constituting subordinated indebtedness for the purposes of theBank Act (Canada) (the “Bank Act”) and will not constitute savings accounts, deposits or other obligations that are insured by theUnited States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation (the“CDIC”) or any other governmental agency or under the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”), theBank Act or any other deposit insurance regime designed to ensure the payment of all