National Bank of Canada Announces Closing of NVCC AT1 Limited Recourse Capital Notes Offering

Executive Summary

• National Bank of Canada announced the closing of its previously announced offering of $600 million in NVCC AT1 Limited Recourse Capital Notes, Series 4.
• Concurrently, the Bank issued Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series 51 to back the limited recourse structure of the notes.
• The offering was facilitated by a group of agents led by National Bank Financial Inc. and issued under a prospectus supplement to the Bank's existing short form base shelf prospectus.

Key Details

• Offering Amount: $600 million
• Instrument: 6.067% Limited Recourse Capital Notes, Series 4 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness)
• Concurrent Issuance: Non-Cumulative 5-Year Fixed Rate Reset First Preferred Shares, Series 51 (NVCC)
• Trust Structure: Notes held by Computershare Trust Company of Canada as trustee for NBC LRCN Limited Recourse Trust; Note holders' recourse is limited to their proportionate share of the Trust's assets (consisting of Series 51 Preferred Shares)
• Agents/Underwriters: Group led by National Bank Financial Inc.
• Prospectus Documentation: Issued under a prospectus supplement dated June 4, 2026 to the Bank's short form base shelf prospectus dated September 6, 2024
• Jurisdiction/Restrictions: Not registered under the U.S. Securities Act of 1933; restricted from offering, sale, or delivery within the United States or to U.S. persons