|
Registration Statement No. 333-275898 Filed Pursuant to Rule 424(b)(2) | |
| The information in this preliminary pricing supplement is not complete and may be changed. | ||
|
Preliminary Pricing Supplement Subject to Completion: Dated October 2, 2026 Pricing Supplement dated October __, 2026 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023 and the Product Supplement No. 1B dated July 22, 2025 |
$ Redeemable Zero Coupon Notes, Due October 6, 2056 Royal Bank of Canada |
Royal Bank of Canada is offering the Redeemable Zero Coupon Notes (the “Notes”) described below.
| · | Zero Coupon Notes — The Notes are issued at a discount to par and do not pay interest. The Original Issue Price of 12.421% of the principal amount reflects an Accrual Yield of 7.20% per annum (compounded annually, using a 360-day year composed of twelve 30-day months). |
| · | Redemption — We may redeem the Notes in whole, but not in part, on any annual Call Date beginning approximately ten years following the Issue Date for the Accreted Value as of that Call Date per $1,000 principal amount of Notes. No further payments will be made on the Notes. As of any date of determination, the Accreted Value will equal the Original Issue Price plus an additional amount that accrues on the Original Issue Price from and including the Issue Date to but excluding that date of determination at the Accrual Yield. |
| · | Payment at Maturity — If the Notes are not redeemed, at maturity, investors will receive a payment of $1,000 per $1,000 principal amount of Notes. |
| · | Any payments on the Notes are subject to our credit risk. |
| · | The Notes will not be listed on any securities exchange. |
| · | The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and are subject to conversion in whole or in part—by means of a transaction or series of transactions and in one or more steps—into common shares of Royal Bank of Canada or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. |
CUSIP: 78014R6E5
Investing in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-5 of this pricing supplement and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.
None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality.
|
Per Note |
Total | |
| Price to public(1) | 12.421% | $ |
| Underwriting discounts and commissions(1) |
|
$ |
| Proceeds to Royal Bank of Canada | $ |
(1) RBC Capital Markets, LLC will purchase
the Notes from us on the Issue Date at purchase prices between $121.73 and $124.21 per $1,000 principal amount of Notes (between 98% and
100% of the Original Issue Price), and will pay all or a portion of its underwriting discount of up to $2.48 (2% of the Original Issue
Price) per $1,000 principal amount of Notes to certain selected broker-dealers as a selling concession. Certain dealers who purchase the
Notes for sale to certain fee-based advisory accounts and/or eligible institutional investors may forgo some or all of their selling concessions,
fees or commissions. The public offering price for investors purchasing the Notes in these accounts and/or for an eligible institutional
investor may be as low as $121.73 per $1,000 principal amount of Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)”
below. RBC Capital Markets, LLC Redeemable Zero Coupon Notes KEY TERMS The information in this “Key Terms”
section is qualified by any more detailed information set forth in this pricing supplement and in the accompanying prospectus, prospectus
supplement and product supplement. If the Notes are not redeemed at our option, investors
will receive on the Maturity Date a payment of $1,000 per $1,000 principal amount of Notes. All payments on the Notes are subject to our
credit risk. Redeemable Zero Coupon Notes * Subject to postponement. See “General Terms of the Notes—Postponement
of a Payment Date” in the accompanying product supplement. Redeemable Zero Coupon Notes ADDITIONAL TERMS OF YOUR NOTES You should read this pricing supplement together
with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior
Global Medium-Term Notes, Series J, of which the Notes are a part, and the product supplement no. 1B dated July 22, 2025. This pricing
supplement, together with these documents, contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements
as well as any other written materials, including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed
below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. These documents are an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each such document is current only as of its date. If the information in this pricing supplement differs
from the information contained in the documents listed below, you should rely on the information in this pricing supplement. You should carefully consider, among other things,
the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the documents
listed below, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the Notes. You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website): https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm https://www.sec.gov/Archives/edgar/data/1000275/000095010325009131/dp231901_424b2-opsn1b.htm Our Central Index Key, or CIK, on the SEC website
is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our”
and “us” mean only Royal Bank of Canada. Supplemental Terms of the Notes Notwithstanding anything to the contrary in the
accompanying product supplement, for purposes of the section entitled “General Terms of the Notes—Payment upon an Event of
Default” in the accompanying product supplement, in the event of an acceleration of the Notes upon an event of default, the amount
declared due and payable per $1,000 principal amount of Notes will be determined by the calculation agent and will be the Accreted Value
as of the date of acceleration. That amount will constitute the final payment on the Notes, and no additional amounts will accrue with
respect to the Notes following the date of acceleration. Redeemable Zero Coupon Notes SELECTED RISK CONSIDERATIONS An investment in the Notes involves significant
risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks
that apply to an investment in the Notes are summarized below, but we urge you to read also the “Risk Factors” sections of
the accompanying prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand and
can bear the risks of investing in the Notes. Risks Relating
to the Terms and Structure of the Notes Risks Relating to the Secondary
Market for the Notes Redeemable Zero Coupon Notes underwriting discount,
our estimated profit and the estimated costs relating to our hedging of the Notes. As a result, assuming no change in market conditions
or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your
original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated profit or the
hedging costs relating to the Notes. Risks Relating to Conflicts
of Interest and Our Trading Activities Redeemable Zero Coupon Notes AGREEMENT WITH RESPECT TO THE
EXERCISE OF CANADIAN BAIL-IN POWERS By its acquisition of the Notes, each holder or
beneficial owner is deemed to (i) agree to be bound, in respect of that Note, by the CDIC Act, including the conversion of that Note,
in whole or in part—by means of a transaction or series of transactions and in one or more steps—into common shares of the
Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of that Note in consequence,
and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation
of the CDIC Act with respect to that Note; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect
to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding
on that holder or beneficial owner despite any provisions in the indenture or that Note, any other law that governs that Note and any
other agreement, arrangement or understanding between that holder or beneficial owner and the Bank with respect to that Note. Holders and beneficial owners of any Note will
have no further rights in respect of that Note to the extent that Note is converted in a bail-in conversion, other than those provided
under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to
irrevocably consent to the converted portion of the principal amount of that Note and any accrued and unpaid interest thereon being deemed
paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its affiliates) upon the occurrence of
a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or
the trustee; provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or beneficial
owners may have under the bail-in regime. See “Description of Notes We May Offer―Special
Provisions Related to Bail-inable Notes” in the accompanying prospectus supplement for a description of provisions applicable to
the Notes as a result of Canadian bail-in powers. UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS You should review carefully the section in the
accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when
read in combination with “United States Federal Income Tax Considerations” in the accompanying product supplement, constitutes
the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning
and disposing of the Notes. This discussion assumes that you purchased the Notes for cash in the original issuance at the stated issue
price and does not address other circumstances specific to you. In the opinion of our counsel, it is reasonable to treat the Notes for
U.S. federal income tax purposes as debt instruments that are issued with original issue discount (and without any qualified stated interest).
Under this treatment, U.S. Holders will be required to include original issue discount in their taxable income over the term of the Notes
on a constant-yield basis, as described in the section in the accompanying product supplement entitled “United States Federal Income
Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Debt Instruments—General.” You should consult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes in your particular circumstances, as
well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST) After the initial offering of the Notes, the public
offering price of the Notes may change. RBCCM or another of its affiliates or agents may
use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement
in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in
the confirmation of sale, this pricing supplement is being used in a market-making transaction. Redeemable Zero Coupon Notes For additional information about the settlement
cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship
between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
Issuer:
Royal Bank of Canada
Underwriter:
RBC Capital Markets, LLC (“RBCCM”)
Original Issue Price:
$124.21 per $1,000 principal amount of Notes
Minimum Denominations:
$1,000 and integral multiples thereof
Pricing Date:
October 2, 2026
Issue Date:
October 6, 2026
Maturity Date:*
October 6, 2056
Redemption:
The Notes are redeemable at our option, in whole, but not in part, on any Call Date upon 10 business days’ prior written notice. Under these circumstances, investors will receive on the relevant Call Date per $1,000 principal amount of Notes the Accreted Value as of that Call Date, as set forth in the table below. No further payments will be made on the Notes.
Payment at Maturity:
Accreted Value:
As of any date of determination, the Original Issue Price plus an additional amount that accrues on the Original Issue Price from and including the Issue Date to but excluding that date of determination at the Accrual Yield
Accrual Yield:
7.20% per annum (compounded annually, using a 360-day year composed of twelve 30-day months)
Call Dates:*
Annual, beginning approximately ten years following the Issue Date, as set forth in the table below
Canadian Bail-in Powers Acknowledgment:
The Notes are bail-inable notes. See “Agreement with Respect to the Exercise of Canadian Bail-in Powers” below.
Calculation Agent:
RBCCM
Call Dates* / Maturity Date*
Accreted Values
October 6, 2036
$248.95
October 6, 2037
$266.87
October 6, 2038
$286.08
October 6, 2039
$306.68
October 6, 2040
$328.76
October 6, 2041
$352.43
October 6, 2042
$377.81
October 6, 2043
$405.01
October 6, 2044
$434.17
October 6, 2045
$465.43
October 6, 2046
$498.94 P-2 RBC Capital Markets, LLC
Call Dates* / Maturity Date*
Accreted Values
October 6, 2047
$534.87
October 6, 2048
$573.38
October 6, 2049
$614.66
October 6, 2050
$658.92
October 6, 2051
$706.36
October 6, 2052
$757.22
October 6, 2053
$811.74
October 6, 2054
$870.18
October 6, 2055
$932.84
October 6, 2056 (the Maturity Date)
$1,000.00 P-3 RBC Capital Markets, LLC
· Prospectus dated December 20, 2023:
· Prospectus Supplement dated December 20, 2023:
· Product Supplement No. 1B dated July 22, 2025: P-4 RBC Capital Markets, LLC
· The Notes Do Not Pay Interest — There will be no periodic interest payments on the Notes
as there would be on a conventional fixed-rate or floating-rate debt security.
· The Notes Are Subject to the Risk of an Early Redemption — We have the option to redeem the
Notes on the Call Dates set forth above. It is more likely that we will redeem the Notes prior to the Maturity Date to the extent that
the return payable on the Notes is greater than the return that would be payable on our other instruments of a comparable maturity, terms
and credit rating trading in the market. If we redeem the Notes prior to the Maturity Date, you will receive per $1,000 principal amount
of Notes the Accreted Value as of the applicable Call Date, which will be less than the $1,000 principal amount of Notes payable at maturity
and will reflect accretion only to the applicable Call Date. In addition, if the Notes are redeemed prior to the Maturity Date, you may
have to re-invest the proceeds in a lower rate environment, and you will not receive any further payments on the Notes. You may be unable
to reinvest your proceeds from the early redemption in an investment with a return that is as high as the return on the Notes would have
been if they had not been redeemed early.
· Notes with a Longer Term May Be Riskier than Notes with a Shorter Term — By purchasing a
note with a longer tenor, you are more exposed to fluctuations in interest rates than if you purchased a security with a shorter tenor.
The value of a longer-dated note tends to be more sensitive to rising interest rates than the value of a shorter-dated note. If interest
rates rise, the value of a longer-dated note will typically fall faster than the value of a shorter-dated note. You should only purchase
the Notes if you are comfortable with owning a security with a longer tenor.
· Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured debt securities, and your receipt of
any amounts due on the Notes is dependent upon our ability to pay our obligations as they come due. If we were to default on our payment
obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment. In addition, any negative
changes in market perceptions about our creditworthiness may adversely affect the market value of the Notes.
· There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in
Significant Losses — There may be little or no secondary market for the Notes. The Notes will not be listed on any securities
exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not likely to make a secondary market for the Notes,
the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates
is willing to buy the Notes. Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily
trade or sell the Notes. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid
and ask prices for your Notes in any secondary market could be substantial. If you sell your Notes before maturity, you may have to do
so at a substantial discount from the price that you paid for them, and as a result, you may suffer significant losses. The Notes are
not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
· Certain Built-in Costs Are Likely to Adversely Affect the Market Value of the Notes — While
the payment at maturity is based on the full principal amount of your Notes, the public offering price of the Notes includes the P-5 RBC Capital Markets, LLC
· Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest —
You should make your own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic interests
are potentially adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading activities,
and we and our affiliates have no obligation to consider your interests in taking any actions that might affect the value of the Notes.
Trading by us and our affiliates may adversely affect the market value of the Notes. See “Risk Factors—Risks Relating to Conflicts
of Interest” in the accompanying product supplement.
· RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation
Agent, our affiliate, RBCCM, will make any determinations necessary to calculate any payments on the Notes. In making these determinations,
the Calculation Agent may be required to make discretionary judgments. In making these discretionary judgments, the economic interests
of the Calculation Agent are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely
affect any payments on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor in the Notes
in making any determinations with respect to the Notes. P-6 RBC Capital Markets, LLC P-7 RBC Capital Markets, LLC P-8 RBC Capital Markets, LLC