RY 6-K
Royal Bank Of Canada (RY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2025
Commission File Number: 001-13928
Royal Bank of Canada
(Translation of registrant’s name into English)
| 200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Vice President, Associate General Counsel & Corporate Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Vice President, Associate General Counsel & 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 ☐ Form 40-F ☒
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 | ||||||
| Date: June 10, 2025 | By: | /s/ Jason Drysdale | ||||
| Name: | Jason Drysdale | |||||
| Title: | Executive Vice President and Treasurer | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release – Royal Bank of Canada to repurchase up to 35 million of its common shares | |
Exhibit 99.1
Royal Bank of Canada to repurchase up to 35 million of its common shares
TORONTO, June 10, 2025 — Royal Bank of Canada (the Bank) (“RY” on TSX and NYSE) today announced that the Toronto Stock Exchange (TSX) and the Office of the Superintendent of Financial Institutions (OSFI) have approved its normal course issuer bid to purchase, for cancellation, up to 35 million of its common shares.
Purchases under the normal course issuer bid may commence on June 12, 2025 and continue until June 11, 2026, when the bid expires, or such earlier date as the Bank may complete its purchases pursuant to the notice of intention filed with the TSX. Purchases may be made through the facilities of the TSX, the New York Stock Exchange and other designated exchanges and alternative Canadian trading systems. The price paid for any such repurchased shares will be the prevailing market price at the time of acquisition.
The maximum number of shares that may be repurchased for cancellation represents approximately 2.48% of the 1,410,582,716 common shares issued and outstanding as at May 30, 2025. The amount of purchases on the TSX on any given day will not exceed 1,144,201 common shares, which is 25% of the average daily trading volume on the TSX for the six months ending May 30, 2025. The average daily trading volume of the Bank’s shares on the TSX for that six-month period, calculated in accordance with the rules of the TSX for the purposes of the bid, was 4,576,804 shares.
The normal course issuer bid will give the Bank flexibility to manage its capital position while generating shareholder value.
The Bank will establish an automatic share purchase plan on June 12, 2025, under which its broker, RBC Dominion Securities Inc., may periodically purchase its common shares pursuant to the bid within a defined set of criteria. The actual number of common shares purchased under the automatic share purchase plan, the timing of purchases, and the price at which the common shares are bought will depend upon future market conditions.
The Bank’s previous normal course issuer bid for the purchase of 30 million shares commenced on June 12, 2024 and expires on June 11, 2025. As of closing on May 30, 2025, the Bank repurchased 6,570,983 shares under such bid at a volume weighted average price of approximately $166.26 per share. Purchases were made on the open market through the facilities of the TSX, the New York Stock Exchange and/or other designated exchanges and alternative Canadian trading systems.
Caution regarding forward-looking statements
This press release contains forward-looking statements within the meaning of certain securities laws, including the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation, with respect to RBC’s beliefs, plans, expectations and estimates. Forward-looking statements in this press release may include, but are not limited to, statements with respect to the normal course issuer bid by Royal Bank of Canada. Forward-looking statements are typically identified by words such as “believe”, “expect”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can”, “would” or negative or grammatical variations thereof.
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By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, that our forward-looking statements, including statements about the proposed normal course issuer bid by Royal Bank of Canada, will not be achieved and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions.
We caution readers not to place undue reliance on our forward-looking statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to: credit, market, liquidity and funding, insurance, operational, regulatory compliance (which could lead to us being subject to various legal and regulatory proceedings, the potential outcome of which could include regulatory restrictions, penalties and fines), strategic, reputation, legal and regulatory environment, competitive, systemic risks, risks associated with escalating trade tensions, including protectionist trade policies such as the imposition of tariffs, and other risks discussed in the risk sections of our annual report for the fiscal year ended October 31, 2024 (the 2024 Annual Report) and the Risk management section of our Q2 2025 Report to Shareholders, including business and economic conditions in the geographic regions in which we operate, Canadian housing and household indebtedness, information technology, cyber and third-party risks, geopolitical uncertainty, environmental and social risk, digital disruption and innovation, privacy and data related risks, regulatory changes, culture and conduct risks, the effects of changes in government fiscal, monetary and other policies, tax risk and transparency, and our ability to anticipate and successfully manage risks arising from all of the foregoing factors. Additional factors that could cause actual results to differ materially from the expectations in such forward-looking statements can be found in the risk sections of our 2024 Annual Report and the Risk management section of our Q2 2025 Report to Shareholders, as may be updated by subsequent quarterly reports.
We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements. Material economic assumptions underlying the forward-looking statements contained in this press release are set out in the Economic, market and regulatory review and outlook section and for each business segment under the Strategic priorities and Outlook headings in our
2024 Annual Report, as updated by the Economic, market and regulatory review and outlook section of our Q2 2025 Report to Shareholders. Such sections may be updated by subsequent quarterly reports.
Any forward-looking statements contained in this press release represent the views of RBC only as of the date hereof, and except as required by law, RBC does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.
Additional information about these and other factors can be found in the risk sections of our 2024 Annual Report and the Risk management section of our Q2 2025 Report to Shareholders, as may be updated by subsequent quarterly reports.
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Investor Contact:
Asim Imran, Investor Relations, [email protected], 416-955-7804
Media Contact:
Gillian McArdle, Financial Communications, [email protected], 416-842-4231