加拿大皇家银行美股招股说明书(2025-06-04版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not Subject to Completion, Dated June 4, 2025 Prospectus Supplement to Prospectus Dated December 20, 2023 Royal Bank of CanadaUS$% Limited Recourse Capital Notes, Series 6 Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series BY(Non-Viability Contingent Capital (NVCC)) Royal Bank of Canada (“we” or the “Bank”) is offering $aggregate principal amount of% Limited RecourseCapital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) (the “Notes”). The Notes will matureon, 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,,andof each year, with the first payment on, 2025. From the date of issueto, but excluding,, 2030, the interest rate on the Notes will be fixed at% per annum. Starting on, 2030 and onevery fifth anniversary of such date thereafter until, 2080 (each such date, an “Interest Reset Date”), the interest rate on the 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 The Notes are intended to qualify as our Additional Tier 1 capital within the meaning of the regulatory capitaladequacy requirements to which we are subject. In the event of a non-payment by the Bank of the principal amount of, interest The Notes will be our direct unsecured obligations which, if we become insolvent or are wound-up (prior to the occurrence ofa Trigger Event (as defined below)), will rank: (a) subordinate in right of payment to the prior payment of all our Higher RankedIndebtedness (as defined below), including certain Subordinated Indebtedness (as defined below) and (b) in right of payment equallywith 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. Uponthe occurrence of a Recourse Event (as defined below), including if we become insolvent or are wound-up (prior to the occurrence of a The Notes will be direct unsecured obligations of the Bank constituting subordinated indebtedness for the purposes ofthe Bank Act (Canada) (the “Bank Act”) and will not constitute savings accounts, deposits or other obligations that are insuredby the United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance 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 notcured such non-payment by subsequently paying such interest prior to the fifth business day following such Interest Payment Date, aRecourse Event will have occurred and, on the Failed Coupon Payment Date (as defined below), the Notes shall automatically andimmediately be redeemed for a redemption price equal to the principal amount of the Notes together with accrued and unpaid interest 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 be An investment in the Notes (and Preferred Shares Series BY and Common Shares upon delivery of the Limited RecourseTrust Assets, including upon the occurrence of a Trigger Event) bears certain risks. See “Risk Factors” beginning on pa