Royal Bank of Canada

Report of Independent Registered Public Accounting Firm

To the Plan Administrator and Participants of

City National Bank 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the City National Bank 401 (k) Plan (the “Plan”) as of December 31, 2025, and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Opinion on the Supplemental Information

The supplemental information included in Schedule H, line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Baker Tilly US, LLP

San Jose, California

June 29, 2026

We have served as the Plan’s auditor since 2016.

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CITY NATIONAL BANK

401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2025 and 2024


		2025			2024
Assets:
Participant directed investments, at fair value:
Common stock		$	136,577,070		$	106,529,786
Common collective trusts			1,446,640,040			1,244,503,209
Mutual funds			174,823,991			163,936,629
Pooled separate accounts			99,791,275			94,394,190
Self-directed brokerage accounts			80,605,641			73,235,681
Total investments			1,938,438,017			1,682,599,495
Receivables:
Employer contribution			5,069,136			15,290
Participant contribution			1,670			6,639
Other			353,504			975
Notes receivable from participants			19,078,471			19,102,821
Total receivables			24,502,781			19,125,725

Net assets available for benefits		$	1,962,940,798		$	1,701,725,220

See accompanying notes to financial statements.

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CITY NATIONAL BANK

401(k) PLAN

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2025


		2025
Additions to net assets attributable to:
Investment income:
Interest		$	1,467,640
Dividends			11,849,853
Net appreciation in fair value of investments			277,114,248
			290,431,741
Contributions:
Employer			54,785,750
Participants			107,243,741
Total contributions			162,029,491
Total additions			452,461,232
Deductions from net assets attributable to:
Benefits paid to participants			190,599,280
Administrative expenses			646,374
Total deductions			191,245,654
Net increase			261,215,578
Net assets available for benefits:
Beginning of year			1,701,725,220
End of year		$	1,962,940,798

See accompanying notes to financial statements.

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CITY NATIONAL BANK

401(k) PLAN

Notes to Financial Statements

December 31, 2025 and 2024

(1)

Description of the Plan

The following description of the City National Bank 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan’s Summary Plan Description for a detailed description of the Plan’s provisions. Effective January 1, 2025, the Plan name was changed from the City National Bank Profit Sharing Plan to the City National Bank 401(k) Plan.

(a)

General

The Plan is a defined contribution plan with a 401(k) component, which provides retirement benefits for eligible employees of City National Bank (CNB) and its subsidiaries and certain affiliates (the Company) that have agreed to participate in the Plan. The Plan is administered by City National Bank (the Plan Sponsor) who acts by and through its administrative committee, the Benefits Committee. The Benefits Committee comprises officers of the Plan Sponsor, CNB, an indirect, wholly owned subsidiary of Royal Bank of Canada (RBC). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

Effective March 1, 2023, Empower Retirement Services is the record keeper for the Plan, and Empower Trust Company, LLC is the directed trustee and custodian for the Plan. Effective January 1, 2025, the Plan was amended and restated in its entirety. Significant amendments to plan provisions made as part of this restatement are described within these financial statements.

(b)

Contributions

Employees of the Company who have completed one hour of service are eligible to participate in the Plan as of their hire date. Participants direct the investment of their and employer contributions into various investment options offered by the Plan.

Under the 401(k) feature of the Plan, participants can contribute up to 50% of their eligible compensation as defined, but not to exceed the dollar amount allowed by law, which was $23,500 for the year ended December 31, 2025 and $23,000 for the year ended December 31, 2024. The company will contribute an amount equal to one hundred percent (100%) of every dollar of the first six percent (6%) of eligible plan compensation deferred in a payroll period. Effective January 1, 2025, the Plan operates as a Safe Harbor 401(k) plan under IRS regulations. The plan was amended to increase the company match from 75% to 100% of the first 6% of eligible compensation contributed to the Plan each payroll period, allowed for the matching of catch-up contributions, added the match true up feature, and added the additional (“Super”) catch-up contributions for participants ages 60, 61, 62, and 63. Participants age 50 and over may make “catch-up” deferrals in accordance with Internal Revenue Code (IRC) regulations and limitations, not to exceed the dollar amount allowed by law, which was $7,500, and participants ages 60 – 63 may contribute a total of $11,250 in catch-up contributions for year ended December 31, 2025. Participants may also contribute amounts representing distributions (rollovers) from other tax-favored plans. Effective January 1, 2025, the plan was amended to remove the profit sharing contribution (referenced as “Employer Discretionary Contributions”).

(c)

Participant Accounts

Each participant account is credited with the participant’s contributions, allocations of the Company’s matching contribution and profit sharing contribution (if any), earnings or losses and administrative expenses as applicable. Earnings of the various funds are allocated to the participant balances according to the ratio that a participant’s account balance or shares held in a given fund bears to the total of all account balances or shares held in the fund.

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(d)

Vesting

Participant contributions and the Company’s matching contributions are immediately fully vested. Except for any protected vesting provision on account of plan merger, the Company’s profit sharing contributions, for participants whose employment terminates prior to his or her Normal Retirement Date for reasons other than death or total disability shall vest in accordance with the following schedule. A participant shall become fully vested in his or her entire accrued profit sharing contribution benefit upon the participant’s Normal Retirement Date, death, or Total Disability as defined by the Plan.


		Vested
Years of service		percentage
Less than 2 years		0	%
2		25
3		50
4		75
5 or more		100

Any non-vested amounts in a terminated participant’s account will be forfeited in accordance with Plan provisions and used in the following sequence: first, to make any Plan contributions due to participants that have returned from qualified military service that are consistent with applicable law and the terms of the Plan; second, to make any Plan contributions required to correct administrative errors; third, to reduce matching contributions otherwise payable by the Company in the year that the forfeiture first becomes available; fourth, to restore previously forfeited account balances, if any; and fifth, to reduce matching contributions in the following year. During 2025 and 2024, forfeitures in the amounts of $2,322,576 and $2,439,869, respectively, were used in accordance with plan provisions as summarized above. As of December 31, 2025 and 2024, forfeited non-vested accounts totaled $1,484,038 and $1,881,598, respectively.

(e)

Benefit Payments

In accordance with Plan provisions, a participant may elect to receive a distribution of his or her entire vested accrued benefit upon the participant’s separation of service or attainment of age 59 ½. Under certain other conditions, such as for financial hardships defined by the Plan, a participant may request a distribution of his or her contributions.

In general, for distributions other than for financial hardship or withdrawal of employee after-tax contributions, the method of payment shall be based on the participant’s election and may be made in the form of a single sum payment (cash or direct transfer to an Individual Retirement Account (IRA) or tax-favored plan that accepts the transfer), installments, or partial distribution (if vested account exceeds $5,000). A participant may also elect a combination of cash lump-sum payment and direct transfer. Distributions shall be made in cash or in-kind in accordance with the participant’s election and Plan provisions.

(f)

Notes Receivable from Participants

In accordance with provisions of the Plan’s Loan Program, loans to participants may be made in an amount not less than $1,000 and not to exceed the lesser of 50% of the participant’s vested account balance, or $50,000 reduced by the highest outstanding balance during the previous 12 months. Participants may only have one loan outstanding at a time. Such loans are collateralized by the participant’s vested balance in the Plan and bear the prevailing interest rate used by lending institutions for loans made under similar circumstances. Interest rates ranged from 4.25% to 9.50% and maturity dates ranged from January 2026 to November 2040 as of December 31, 2025. The terms of these loans cannot exceed five years except that if the loan is used to purchase the principal residence of the participant, the loan term may be extended for up to a period of 15 years. Principal and interest are paid ratably through payroll deductions.

(g)

Plan Termination

The Company has not expressed any intent to terminate the Plan; however, it may do so at any time, subject to the provisions of ERISA. In the event of Plan termination, participants automatically become fully vested in their accrued benefits.

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(2)

Significant Accounting Policies

(a)

Basis of Presentation

The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

(b)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the statements of net assets available for benefits and the additions and deductions in the statements of changes in net assets available for benefits, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

(c)

Investment Valuation and Income Recognition

Investment securities are carried at fair value. Refer to Note 3 for a discussion of fair value measurements. Purchases and sales of investments are recorded on a settlement-date basis, which does not materially differ from trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation in fair value of investments includes both realized and unrealized gains and losses.

(d)

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced, and a benefit payment is recorded.

(e)

Payment of Participant Benefits

Participant benefits are recorded when paid.

(f)

Administrative Expenses

A portion of the administrative expenses of the Plan are paid by participants, and a portion is paid by the Company. A participant’s share of the administrative expense is charged on a per capita basis and allocated quarterly.

(g)

Risks and Uncertainties

The Plan provides for various investment options in common/collective trusts, pooled separate accounts, money market funds, mutual funds, common stocks, corporate debt, and government securities. Investment securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the various risk factors, in the near term, could materially affect participants’ account balances and the amounts reported in the financial statements.

(h)

Concentrations

Investment in the common stock of RBC comprises 7.0% of the Plan’s investments as of December 31, 2025, and 6.3% as of 2024.

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(3)

Fair Value Measurements

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The inputs used in valuation techniques are prioritized as follows:

●

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

●

Level 2: Inputs to the valuation methodology include:

●

Quoted prices for similar assets or liabilities in active markets

●

Quoted prices for identical or similar assets or liabilities in inactive markets

●

Inputs other than quoted prices that are observable for the asset or liability

●

Inputs that are derived principally from or corroborated by observable market data by correlation or other means

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

●

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

If the determination of fair value measurement for a particular asset or liability is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2025 and 2024.

Mutual funds: Valued at the quoted net asset value (NAV) of shares held by the Plan at year-end.

Common stock: Valued at the closing prices reported in active markets on which the individual securities are traded. Prices for securities without market feeds are obtained through a third-party valuation source using quoted prices.

Common collective trust fund and Pooled separate accounts: Valued at the NAV of units of the collective trust. The NAV, as provided by the trustee of the common collective trust fund, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investments for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily.

Self-directed brokerage: Consists of various investments primarily in common stock, mutual funds and investments trusts which are valued in the manner as identified above.

If the Plan initiates a full redemption of a collective trust, the issuer reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair values of certain financial instruments could result in a different fair value measurement at the reporting date.

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As of December 31, 2025 and 2024, the Plan’s investments measured at fair value on a recurring basis consisted of the following instruments and classifications within the fair value hierarchy:


	Fair value measurement as of
	December 31, 2025
Asset Type	Level 1		Level 2		Level 3		Total
Mutual funds	$	174,823,991	$	—	$	—	$	174,823,991
Common stock		136,577,070		—		—		136,577,070
Self-directed brokerage		79,791,176		814,465		—		80,605,641
Total assets in the fair value hierarchy		391,192,237		814,465		—		392,006,702
Investments measured at net asset value ⁽¹⁾		—		—		—		1,546,431,315
Total investments, at fair value	$	391,192,237	$	814,465	$	—	$	1,938,438,017


		Fair value measurement as of
		December 31, 2024
Asset Type		Level 1			Level 2			Level 3			Total
Mutual funds		$	163,936,629		$	—		$	—		$	163,936,629
Common stock			106,529,786			—			—			106,529,786
Self-directed brokerage			70,667,789			2,567,892			—			73,235,681
Total assets in the fair value hierarchy			341,134,204			2,567,892			—			343,702,096
Investments measured at net asset value ⁽¹⁾			—			—			—			1,338,897,399
Total investments, at fair value		$	341,134,204		$	2,567,892		$	—		$	1,682,599,495

(1)	Investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy.

(4)

Party-in-Interest Transactions

Certain Plan investments are shares of City National Rochdale (CNR) Mutual Funds managed by CNR and shares of common stock of RBC. CNR is a wholly owned subsidiary of CNB, which is an indirect, wholly-owned subsidiary of RBC, and thus, these are party-in-interest transactions. As of December 31, 2025 and 2024, the Plan held the following:


		2025			2024
Number of Common Shares			800,792			883,296
Fair Market Value of Common Shares		$	136,577,070		$	106,529,786
Cost of Common Shares		$	67,037,662		$	69,131,483

(5)

Income Taxes

The Company received a favorable tax determination letter on May 8, 2017 from the IRS stating that the Plan is qualified under IRC Section 401(a) and that the Trust is exempt from federal income taxes under provisions of Section 501(a). Although the determination received in 2017 did not include Plan amendments executed after January 7, 2016, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

U.S. GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan may be subject to audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

(6)

Subsequent Events

The Plan has evaluated subsequent events through June 29, 2026, the date the financial statements were available to be issued.

Effective January 1, 2026, in accordance with SECURE 2.0, the company implemented Roth catch-up contributions for employees aged 50+ earning over $150,000 in FICA earnings in 2025.

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CITY NATIONAL BANK

401(k) PLAN

EIN: 95-1780067 PN: 001

Attachment to 2025 Form 5500

Schedule H Part IV, Line 4(i) — Schedule of Assets (Held at End of Year)

December 31, 2025


(A)		(B)		(C)		(D)			(E)
		Identity of Issuer, Borrower, Lessor or Similar Party		Description of Asset		Cost **			Current Value
*		ROYAL BANK OF CANADA		COMMON STOCK		˄		$	136,577,070
		THE VANGUARD TARGET RETIRE 2070 TRUST I		COMMON COLLECTIVE TRUSTS		˄			2,365,570
		THE VANGUARD TARGET RETIRE 2065 TRUST I		COMMON COLLECTIVE TRUSTS		˄			10,738,085
		THE VANGUARD TARGET RETIRE INC TRUST I		COMMON COLLECTIVE TRUSTS		˄			22,984,873
		THE VANGUARD TARGET RETIRE 2020 TRUST I		COMMON COLLECTIVE TRUSTS		˄			26,830,281
		THE VANGUARD TARGET RETIRE 2060 TRUST I		COMMON COLLECTIVE TRUSTS		˄			30,297,495
		AB US SMALL & MID CAP VAL W SER CL P1		COMMON COLLECTIVE TRUSTS		˄			34,914,983
		PRUDENTIAL CORE PLUS BOND FUND 5		COMMON COLLECTIVE TRUSTS		˄			42,916,503
		ALLSPRING DIS SMID CAP GROWTH CIT E2		COMMON COLLECTIVE TRUSTS		˄			51,725,803
		VANGUARD TOTAL BOND MARKET INDEX TRUST		COMMON COLLECTIVE TRUSTS		˄			51,915,544
		THE VANGUARD TARGET RETIRE 2055 TRUST I		COMMON COLLECTIVE TRUSTS		˄			57,833,157
		VANGUARD INST TOTAL INTL STK MKT IDX TSTCNBTIS		COMMON COLLECTIVE TRUSTS		˄			59,154,314
		THE VANGUARD TARGET RETIRE 2025 TRUST I		COMMON COLLECTIVE TRUSTS		˄			62,467,156
		VANGUARD INST EXTENDED MARKET INDEX TRSTCNBEMI		COMMON COLLECTIVE TRUSTS		˄			80,061,488
		THE VANGUARD TARGET RETIRE 2030 TRUST I		COMMON COLLECTIVE TRUSTS		˄			94,949,956
		THE VANGUARD TARGET RETIRE 2050 TRUST I		COMMON COLLECTIVE TRUSTS		˄			100,126,991
		THE VANGUARD TARGET RETIRE 2035 TRUST I		COMMON COLLECTIVE TRUSTS		˄			101,246,574
		LOOMIS SAYLES LARGE CAP GROWTH TRUST C		COMMON COLLECTIVE TRUSTS		˄			101,826,075
		THE VANGUARD TARGET RETIRE 2040 TRUST I		COMMON COLLECTIVE TRUSTS		˄			103,664,136
		THE VANGUARD TARGET RETIRE 2045 TRUST I		COMMON COLLECTIVE TRUSTS		˄			107,617,356
		VANGUARD INSTITUTIONAL 500 INDEX TRUST		COMMON COLLECTIVE TRUSTS		˄			303,003,700
		FEDERATED HERMES INSTL HIGH YIELD BD IS		MUTUAL FUNDS		˄			27,390,323
		AMERICAN FUNDS NEW WORLD R6		MUTUAL FUNDS		˄			33,189,715
		VANGUARD FEDERAL MONEY MARKET INV		MUTUAL FUNDS		˄			114,243,953
		CAPITAL GROUP EUROPACIFIC GROWTH SA		POOLED SEPARATE ACCOUNTS		˄			38,597,710
		T. ROWE US LG CAP VAL EQTY (IS PLATFORM)J0629A		POOLED SEPARATE ACCOUNTS		˄			61,193,565
*		SCHWAB SDB ROTH		SELF-DIRECTED BROKERAGE		˄			3,628,709
*		SCHWAB SDB		SELF-DIRECTED BROKERAGE		˄			76,976,932

*		PARTICIPANT LOANS		Participant loans, bearing interest at 4.25% to 9.50% and maturities through November 2040		-			19,078,471

				TOTAL ASSETS				$	1,957,516,488

*	Party in Interest

**	Not required for participant directed accounts


Item 1.	Not Applicable

Item 2.	Not Applicable

Item 3.	Not Applicable

Item 4.	In lieu of the requirements of Items 1-3 above, plan financial statements and supplemental information prepared in accordance with the financial reporting requirements of ERISA are attached.

	Page
Report of Independent Registered Public Accounting Firm	1

Statements of Net Assets Available for Benefits — December 31, 2025 and 2024	2

Statement of Changes in Net Assets Available for Benefits — Year ended December 31, 2025	3

Notes to Financial Statements	4

Supplemental Information

Schedule H Part IV, Line 4(i) — Schedule of Assets (Held at End of Year) — December 31, 2025	9


Exhibit No.		Exhibit
23.1		Consent of Baker Tilly US, LLP

	City National Bank 401(k) Plan

	By: City National Bank

Date: June 29, 2026	By:	/s/ Michael Nunnelee
		Senior Vice President


☒	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO-FEE REQUIRED]


☐	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]