SUPPL 1 suppl.htm

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these notes and are not soliciting an offer to buy these notes in any jurisdiction where the offer or sale is not permitted.

Filed pursuant to

General Instruction II.L of Form F-10

File No. 333-294132

SUBJECT TO COMPLETION, DATED MARCH 24, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(to a Short Form Base Shelf Prospectus dated March 17, 2026)

ROGERS COMMUNICATIONS INC.

US$ % Fixed-to-Fixed Rate Subordinated Notes Due 2056

Rogers Communications Inc. (the “Issuer” or “RCI”) is offering US$ aggregate principal amount of its % Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”). The Notes will mature on July 31, 2056 (the “Maturity Date”). Interest on the Notes will be payable semi-annually in arrears on January 31 and July 31 of each year (each such date, an “Interest Payment Date”), commencing on July 31, 2026, and on the Maturity Date. The outstanding Notes will bear interest from, and including, , 2026 (the “Issue Date”) to, but excluding, July 31, 2031, at a rate of % per annum. From, and including, July 31, 2031, to but excluding the Maturity Date the outstanding Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (as defined in “Description of the Notes—Interest and Maturity” and subject to reset as described below) plus %; provided, that the interest rate during any Interest Rate Reset Period (as defined in “Description of the Notes—Interest and Maturity”) for the Notes will not reset below % (which equals the initial interest rate on the Notes). The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date (as defined herein) will initially be based on such rate as of the first business day prior to the Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first business day prior to each such fifth anniversary.

So long as no Event of Default (as defined in “Description of the Notes—Events of Default”) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). Any installment of interest whose payment is deferred pursuant to the Deferral Right will accrue interest at a per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each subsequent Interest Payment Date, until paid. There is no limit on the number of Deferral Periods that may occur. Any such election by RCI to defer the payment of interest will not constitute an Event of Default, a default or any other breach under the Notes or the Indenture (as defined herein). A Deferral Period in respect of the Notes terminates on any Interest Payment Date where RCI pays all accrued and unpaid interest in respect of such Deferral Period on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on the Notes as of the Maturity Date, if any, will be due and payable on the Maturity Date.

RCI may, at its option, redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Tax Event (as defined in “Description of the Notes—Redemption on Tax Event or Rating Event”), RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating Event (as defined in “Description of the Notes— Redemption on Tax Event or Rating Event”), RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.

The Notes will be unsecured, subordinated obligations of RCI and will rank equally with its other unsecured, subordinated debt. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as described under “Description of the Notes—Subordination”. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s subsidiaries.

Investing in the Notes involves substantial risks that should be carefully considered by a prospective purchaser before purchasing the Notes. See the “Risk Factors” section on page 15 of the accompanying prospectus, as well as “Risks Related to the Notes” beginning on page S-5 of this prospectus supplement.

This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus supplement and the accompanying prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared in accordance with foreign generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and in the home country of the Registrant. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. You should read the tax discussions under “Material U.S. Federal Income Tax Considerations” and “Material Canadian Federal Income Tax Considerations” in this prospectus supplement, and consult with your tax advisor.

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Registrant is organized under the laws of a foreign country, that some or all of their officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be residents of a foreign country and that all or a substantial portion of the assets of the Registrant and said persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (the “SEC”) OR ANY STATE SECURITIES REGULATOR NOR HAS THE SEC OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Notes offered hereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada and are not being offered in Canada or to any resident of Canada. See “Underwriting”.

Price to Public⁽¹⁾

Underwriters’ Commission⁽²⁾

Net Proceeds to RCI⁽³⁾

Per Note

⁽¹⁾

Total

US$

(1)	The price to the public for the Notes set forth above does not include accrued interest, if any, from , 2026, if settlement occurs after that date.
(2)	We have agreed to indemnify the underwriters against certain liabilities. See “Underwriting”.
(3)	After deducting the underwriters’ commission but before deducting expenses of this offering, estimated to be approximately US$ , which, together with the underwriters’ commission, will be paid by us.

The underwriters, as principals, conditionally offer the Notes, subject to prior sale, if, as and when issued by us, and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement referred to under “Underwriting” in this prospectus supplement. The underwriters may sell the Notes for less than the initial offering price in circumstances discussed under “Underwriting”. In addition, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Notes at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time without notice. See “Underwriting”.

There is currently no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this prospectus supplement. This may affect the pricing of the Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. See “Risks Related to the Notes”.

The underwriters expect to deliver the Notes to purchasers on or about , 2026, through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”).

Joint Book-Running Managers


BofA Securities		Citigroup		RBC Capital Markets		Scotiabank

March , 2026

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes that we are offering and also adds to and updates certain information contained in the accompanying short form base shelf prospectus and the documents incorporated by reference therein. The second part is the accompanying short form base shelf prospectus dated March 17, 2026, which gives more general information, some of which may not apply to the Notes we are offering pursuant to this prospectus supplement. The accompanying short form base shelf prospectus is referred to as the “prospectus” or the “accompanying prospectus” in this prospectus supplement.

If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained in or incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and on other information included in the registration statement of which this prospectus supplement and the prospectus form a part. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement and the prospectus, including the information in any document incorporated by reference therein, as supplemented hereby, is accurate only as of the date of the document containing the information.

Except as set forth under “Summary of the Offering” and “Description of the Notes” or unless the context otherwise requires, in this prospectus supplement (excluding the documents incorporated by reference into the prospectus as supplemented by this prospectus supplement), the terms “Company”, “we”, “us” and “our” refer to Rogers Communications Inc. and its subsidiaries, the term “RCI” refers to Rogers Communications Inc. and not any of its subsidiaries, references to Canadian dollars, dollars, “Cdn$” and “$” are to the currency of Canada and references to U.S. dollars or “US$” are to the currency of the United States.

The annual consolidated financial statements of RCI incorporated by reference into the prospectus, as supplemented by this prospectus supplement, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are stated in Canadian dollars.

TABLE OF CONTENTS

Prospectus Supplement

DOCUMENTS INCLUDED AND INCORPORATED BY REFERENCE	S-ii
WHERE YOU CAN FIND MORE INFORMATION	S-iii
EXCHANGE RATES	S-iii
FORWARD-LOOKING INFORMATION	S-iv
SUMMARY OF THE OFFERING	S-1
RISKS RELATED TO THE NOTES	S-5
ROGERS COMMUNICATIONS INC.	S-9
USE OF PROCEEDS	S-10
CONSOLIDATED CAPITALIZATION	S-11
EARNINGS COVERAGE	S-13
DESCRIPTION OF THE NOTES	S-14
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	S-25
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-29
UNDERWRITING	S-30
LEGAL MATTERS	S-35
EXPERTS	S-35

Prospectus

ABOUT THIS PROSPECTUS	1
DOCUMENTS INCORPORATED BY REFERENCE	2
WHERE YOU CAN FIND MORE INFORMATION	3
FORWARD-LOOKING INFORMATION	3
ROGERS COMMUNICATIONS INC.	5
CONSOLIDATED CAPITALIZATION	6
USE OF PROCEEDS	6
PLAN OF DISTRIBUTION	6
DESCRIPTION OF DEBT SECURITIES	7
DESCRIPTION OF PREFERRED SHARES	14
EARNINGS COVERAGE	15
RISK FACTORS	15
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	16
CERTAIN INCOME TAX CONSIDERATIONS	16
LEGAL MATTERS	16
EXPERTS	16
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	16

S-i

Year Ended	Average		High		Low		Period End
December 31, 2025		0.7157		0.7376		0.6848		0.7296
December 31, 2024		0.7302		0.7510		0.6937		0.6950
December 31, 2023		0.7410		0.7617		0.7207		0.7561

Issuer:	Rogers Communications Inc.

Debt Securities Offered:	US$ million aggregate principal amount of % Fixed-to-Fixed Rate Subordinated Notes due July 31, 2056 (the “Notes”).

Issue Date:	, 2026.

Maturity Date:	The Notes will mature on July 31, 2056.

Use of Proceeds:	We estimate that our net proceeds from the sale of the Notes, after deducting the underwriting commission, any discounts, and the estimated expenses of this offering payable by us, will be approximately US$ . We intend to use the net proceeds from this offering to repay certain of our outstanding indebtedness, which may include the 2081 5.00% Subordinated Notes (as defined below). Pending any such uses, we may use the net proceeds as working capital or invest the net proceeds in bank deposits and money market securities. See “Use of Proceeds”.

Interest Rate:	The Notes will bear interest from, and including, the Issue Date to, but excluding, July 31, 2031, at a rate of % per annum. From, and including, July 31, 2031, to but excluding the Maturity Date the outstanding Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (as defined below and subject to reset as described below) plus %; provided, that the interest rate during any Interest Rate Reset Period (as defined below) for the Notes will not reset below % (which equals the initial interest rate on the Notes).

	The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary.

	“Initial Interest Rate Reset Date” means July 31, 2031.

	“Interest Rate Calculation Date” means the Business Day prior to each applicable Interest Rate Reset Date.

	“Interest Rate Reset Period” means the period from and including the Initial Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date and thereafter each period from and including each Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date (or, in the case of the final Interest Rate Reset Period commencing on the Final Interest Rate Reset Date, the period from and including the Final Interest Rate Reset Date to, but not including, the Maturity Date).

	“Interest Rate Reset Date” means the Initial Interest Rate Reset Date and each date thereafter that such rate is so reset.

	“5-Year Treasury Rate” means, as of any Interest Rate Calculation Date, the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five Business Days appearing under the caption “Treasury Constant Maturities” in the most recent H.15 (as defined below).

	“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its sole discretion, published by the Board of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Interest Rate Calculation Date.

Interest Payment Dates:	Interest on the Notes is payable semi-annually in arrears on January 31 and July 31 of each year (each, an “Interest Payment Date”), commencing on July 31, 2026, and on the Maturity Date, subject to deferral as described under “Description of the Notes — Deferral Right”.

Ranking and Subordination:	The Notes will be unsecured, subordinated obligations of RCI. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined in “Description of the Notes — Subordination”) as described under “Description of the Notes — Subordination”. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s subsidiaries. As of the date of this prospectus supplement, all short-term borrowings and long-term debt of RCI set forth in the “Consolidated Capitalization” section of this prospectus supplement constitute Senior Indebtedness, other than RCI’s (i) US$1.1 billion aggregate principal amount of 7.00% Fixed-to-Fixed Rate Subordinated Notes due 2055, (ii) US$1 billion aggregate principal amount of 7.125% Fixed-to-Fixed Rate Subordinated Notes due 2055, (iii) $1 billion aggregate principal amount of 5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055, (iv) $2 billion aggregate principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and (v) US$750 million aggregate principal amount of 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.

Deferral Right:	So long as no Event of Default (as defined in “Description of the Notes — Events of Default”) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Any such election by RCI to defer the payment of interest will not constitute an Event of Default, a default or any other breach under the Notes or the Indenture. Any installment of interest whose payment is deferred in respect of the Notes pursuant to the Deferral Right will accrue interest at a per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each subsequent Interest Payment Date in respect of the Notes. A Deferral Period terminates on any Interest Payment Date where RCI pays all accrued and unpaid interest in respect of such Deferral Period on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on the Notes as of the Maturity Date, if any, will be due and payable on the Maturity Date.

Dividend Stopper Undertaking:	Unless RCI has paid all accrued and payable interest on the Notes (including interest, if any, whose payment was deferred pursuant to the Deferral Right), RCI will not (i) declare any dividends on its Preferred Shares (as defined in “Description of the Notes — Certain Definitions”), Class A Voting Shares or Class B Non-Voting Shares (collectively, the “Dividend Restricted Shares”) (other than stock dividends on Dividend Restricted Shares) or pay any interest on any class or series of RCI’s debt securities or other indebtedness of RCI for borrowed money currently outstanding or hereafter created which ranks on parity with the Notes as to distributions upon liquidation, dissolution or winding-up (the “Parity Notes”), (ii) redeem, purchase or otherwise retire for value any Dividend Restricted Shares or Parity Notes (unless such redemption, purchase or retirement for value is a Permitted Purchase (as defined in “Description of the Notes — Dividend Stopper Undertaking”)), or (iii) make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Notes in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Notes, respectively.

Optional Redemption:	RCI may, at its option, redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.

Redemption on Tax Event or Rating Event:	At any time within 90 days following the occurrence of a Tax Event, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating Event, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. See “Description of the Notes — Redemption on Tax Event or Rating Event”.

Additional Amounts:	Any payments made by RCI with respect to the Notes will be made without withholding or deduction for Canadian taxes unless required by law. Subject to certain exclusions, if RCI is required by law to withhold or deduct for Canadian taxes with respect to a payment to the registered holders of the Notes (the “Holders”), RCI will pay the additional amount necessary (“Additional Amounts”) so that the net amount received by the Holders of the Notes after the withholding or deduction is not less than the amount that they could have received in the absence of the withholding or deduction. If RCI is, or may be, obligated to pay Additional Amounts in circumstances that constitute a Tax Event, RCI may elect to redeem the outstanding Notes. See the section entitled “Description of the Notes — Additional Amounts” and “Description of the Notes — Redemption on Tax Event or Rating Event”.

Form and Denomination:	The Notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount. The Notes will be issued in the form of global notes. Global notes will be registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance”.

Risk Factors:	Investment in the Notes involves certain risks. Before deciding to invest in the Notes, you should consider carefully the risk factors referenced in the “Risk Factors” section of the accompanying prospectus and those described in the “Risks Related to the Notes” section of this prospectus supplement, as well as the other information in the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement.

Governing Law:	State of New York.

	December 31, 2025
	Actual (audited)		As Adjusted^{(1) (unaudited)}
	(In millions of Canadian dollars)
Cash and cash equivalents (bank advances)	$	1,344	$
Short-term borrowings:
Accounts receivable securitization program	$	2,000	$	2,000
US commercial paper program		-		-
Non-Revolving Credit Facilities		2,000
Total short-term borrowings	$	4,000	$
Long-term debt (including current portion):
Revolving credit facilities⁽²⁾	$	-	$	-
Bank Credit Facilities⁽³⁾		415		415
Outstanding public debt:⁽⁴⁾
Canada Infrastructure Bank credit facility		134		134
5.65% Senior Notes Due 2026		500		500
2.90% Senior Notes Due 2026		686		686
3.65% Senior Notes Due 2027		1,500		1,500
3.80% Senior Notes Due 2027		300		300
3.20% Senior Notes Due 2027		1,784		1,784
5.70% Senior Notes Due 2028		1,000		1,000
4.40% Senior Notes Due 2028		500		500
3.30% Senior Notes Due 2029		159		159
3.75% Senior Notes Due 2029		1,000		1,000
3.25% Senior Notes Due 2029		700		700
5.00% Senior Notes Due 2029		1,716		1,716
5.80% Senior Notes Due 2030		500		500
2.90% Senior Notes Due 2030		210		210
3.80% Senior Notes Due 2032		2,745		2,745
4.25% Senior Notes Due 2032		1,000		1,000
8.75% Senior Debentures Due 2032		275		275
5.90% Senior Notes Due 2033		1,000		1,000
5.30% Senior Notes Due 2034		1,716		1,716
7.50% Senior Notes Due 2038		480		480
6.68% Senior Notes Due 2039		500		500
6.75% Senior Notes Due 2039		1,450		1,450
6.11% Senior Notes Due 2040		800		800

	December 31, 2025
	Actual (audited)			As Adjusted⁽¹⁾ (unaudited)
	(In millions of Canadian dollars)
6.56% Senior Notes Due 2041		400			400
4.50% Senior Notes Due 2042		1,029			1,029
4.50% Senior Notes Due 2043		524			524
5.45% Senior Notes Due 2043		892			892
5.00% Senior Notes Due 2044		1,032			1,032
4.30% Senior Notes Due 2048		694			694
4.25% Senior Notes Due 2049		26			26
4.35% Senior Notes Due 2049		865			865
3.70% Senior Notes Due 2049		743			743
4.55% Senior Notes Due 2052		2,745			2,745
5.25% Senior Notes Due 2052		1,000			1,000
7.00% Fixed-to-Fixed Rate Subordinated Notes Due 2055		1,510			1,510
7.125% Fixed-to-Fixed Rate Subordinated Notes Due 2055		1,373			1,373
5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055		1,000			1,000
5.00% Fixed-to-Fixed Rate Subordinated Notes Due 2081⁽⁵⁾		2,000			2,000
5.25% Fixed-to-Fixed Rate Subordinated Notes Due 2082		1,029			1,029
Notes offered hereby		-
Deferred transaction costs and discounts⁽⁶⁾		(795	)
Deferred government grant liability		(79	)

Total long-term debt (including current portion)⁽⁷⁾	$	41,058		$
Shareholders’ equity	$	17,751		$	17,751

Total capitalization	$	58,809		$

(1)	Except as described above, the As Adjusted data in the capitalization table does not reflect any transactions or events occurring or anticipated to occur after December 31, 2025.
(2)	We have a $4.0 billion revolving credit facility which was undrawn as of December 31, 2025. In September 2025, we amended the terms of our revolving credit facility to, among other things, extend the maturity date of the $3 billion tranche to September 2030, from April 2029, and the $1 billion tranche to September 2028, from April 2027. Our debt under this revolving credit facility is unsecured and guaranteed by RCCI and ranks equally in right of payment with all of our senior notes and debentures. For further details in respect of our revolving credit facility, see Note 25 to our Annual Financial Statements.
(3)	Represents certain revolving and non-revolving credit facilities of MLSE (the “Bank Credit Facilities”) assumed in connection with our acquisition of a majority ownership stake in MLSE in 2025.
(4)	As of the date hereof, all of our outstanding public debt is unsecured. RCI’s obligations under this public debt (except for our 7.00% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 7.125% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 5.00% Fixed-to-Fixed Rate Subordinated Notes Due 2081 and 5.25% Fixed-to-Fixed Rate Subordinated Notes Due 2082) are guaranteed by RCCI. For further details in respect of our public debt, see Note 25 to our Annual Financial Statements.
(5)	The 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 are scheduled to mature on December 17, 2081. The 2081 5.00% Subordinated Notes accrue interest on the aggregate unpaid principal amount thereof at a rate of interest equal to 5.00% per annum. Starting from December 17, 2026, during each interest reset period for the 2081 5.00% Subordinated Notes, the rate of interest per annum will be equal to the 5-year Government of Canada yield as of the most recent interest rate calculation date for the 2081 5.00% Subordinated Notes plus the then-applicable margin. As of the date of this prospectus supplement, there is $2,000 million aggregate principal amount outstanding and we are entitled to redeem all or a part of the 2081 5.00% Subordinated Notes on any interest reset date or any interest payment date of the 2081 5.00% Subordinated Notes. Nothing in this prospectus supplement should be construed as a notice of redemption with respect to the 2081 5.00% Subordinated Notes.
(6)	We derived the as adjusted deferred transaction costs and discounts by increasing actual deferred transaction costs and discounts by $ , which is our estimate of the underwriters’ commission, discounts, and other expenses we expect to incur in connection with this offering.
(7)	Our total lease liabilities (including current portion) as at December 31, 2025 were approximately $3,118 million. For further details in respect of these lease liabilities, see Note 9 to our Annual Financial Statements.

		12 months ended December 31, 2025
Earnings before borrowing costs and income taxes	$		9,729 million
As adjusted borrowing cost requirements(1)	$		million
As adjusted earnings coverage ratio(2)			x

(1)	As adjusted borrowing cost requirements refer to our total finance costs for the applicable period excluding interest earned, as adjusted to reflect the adjustments noted in the first paragraph of this “Earnings Coverage” section.
(2)	As adjusted earnings coverage ratio refers to the ratio of (i) our earnings before borrowing costs and income taxes, and (ii) our as adjusted borrowing cost requirements for the applicable period.

(i)	declare any dividends on its Dividend Restricted Shares (other than stock dividends on Dividend Restricted Shares) or pay any interest on any Parity Notes,

(ii)	redeem, purchase or otherwise retire for value any Dividend Restricted Shares or Parity Notes (unless such redemption, purchase or retirement for value is a Permitted Purchase), or

(iii)	make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Notes in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Notes, respectively.

(i)	RCI defaults in the payment of interest upon the Notes when it becomes due and payable, and continuance of such default for a period of 30 days (subject to RCI’s right, at its sole option, to defer interest payments as described under “—Deferral Right” above);

(ii)	RCI defaults in the payment of the principal of, or the redemption price for, the Notes when it becomes due and payable at its maturity; or

(iii)	certain events of bankruptcy, insolvency or reorganization affecting RCI shall occur.

(i)	direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or

(ii)	obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

Underwriters		Principal Amount of the Notes
BofA Securities, Inc.		US$
Citigroup Global Markets Inc.		US$
RBC Capital Markets, LLC		US$
Scotia Capital (USA) Inc.		US$
Total		US$

SEC Form SUPPL filed by Rogers Communication Inc.