Publication of a Prospectus

Royal Bank of Canada has published a 2nd Supplementary Notes Base Prospectus dated Dec. 10, 2025 for its Programme for the Issuance of Securities, filed with the UK Financial Conduct Authority’s National Storage Mechanism and incorporating its 2025 Annual Information Form and 2025 Annual Report. The filing, which supplements the July 9, 2025 base prospectus and the Aug. 28, 2025 first supplement, updates the legal documentation to support future note issuance, reiterates that the notes are not registered under the U.S. Securities Act and generally may not be offered into the United States or to U.S. persons, and directs investors to the prospectus for jurisdictional eligibility and detailed terms.

Analysis

Royal Bank of Canada published a 2nd Supplementary Notes Base Prospectus dated December 10, 2025, which supplements the July 9, 2025 base prospectus and the August 28, 2025 first supplement. The supplement has been approved by the Financial Conduct Authority and submitted to the National Storage Mechanism and incorporates the 2025 Annual Information Form (dated December 2, 2025) and the 2025 Annual Report, both referenced in the announcement.

The filing updates the legal documentation for RBC's Programme for the Issuance of Securities and is explicitly positioned to support future note issuances under that programme. The announcement reiterates that the Notes are not and will not be registered under the U.S. Securities Act, generally may not be offered or sold into the United States or to U.S. persons, and are subject to U.S. tax law requirements.

The immediate market signal is neutral per the release, but the supplement materially affects issuer flexibility, investor eligibility and potential pricing since it narrows the permissible investor base. Investors should consult the full prospectus and the incorporated 2025 disclosures to evaluate eligibility, covenants, tax treatment and any changes to programme mechanics before participating in any offering.

Key Decisions for Investors

• Review the full 2nd Supplementary Notes Base Prospectus and the incorporated 2025 Annual Report and Annual Information Form to confirm jurisdictional eligibility, covenants and risk factors before participating in any note offering
• Monitor RBC for follow-up notices that disclose concrete issuance terms (size, currency, maturity, coupon and lead managers), since the absence of U.S. registration narrows the investor base and can affect pricing and demand
• Non-U.S. investors who are within the specified eligible jurisdictions should assess tax consequences and legal eligibility under the Prospectus prior to allocation; U.S. persons should not participate due to registration and tax restrictions
• Treat this filing as a funding-readiness and documentation update rather than a credit event; adjust portfolio duration and credit exposure only after reviewing actual issuance terms and any secondary-market pricing once notes are priced