SUPPL 1 suppl.htm

Filed pursuant to

General Instruction II.L of Form F-10

File No. 333-294132

PROSPECTUS SUPPLEMENT

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

LOGO

ROGERS COMMUNICATIONS INC.

US$500,000,000 7.150% Fixed-to-Fixed Rate Subordinated Notes Due 2057

US$500,000,000 7.400% Fixed-to-Fixed Rate Subordinated Notes Due 2057

Rogers Communications Inc. (the “Issuer” or “RCI”) is offering US$500,000,000 aggregate principal amount of its 7.150% Fixed-to-Fixed Rate Subordinated Notes due 2057 (the “NC5 Notes”) and US$500,000,000 aggregate principal amount of its 7.400% Fixed-to-Fixed Rate Subordinated Notes due 2057 (the “NC10 Notes” and, together with the NC5 Notes, the “Notes”). The Notes of each series will mature on January 31, 2057 (the “Maturity Date”). Interest on each series of 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 January 31, 2027, and on the Maturity Date. The outstanding NC5 Notes will bear interest from, and including, September 23, 2026 (the “Issue Date”) to, but excluding, January 31, 2032, at a rate of 7.150% per annum. From, and including, January 31, 2032, to but excluding the Maturity Date the outstanding NC5 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 2.539%; provided, that the interest rate during any Interest Rate Reset Period (as defined in “Description of the Notes—Interest and Maturity”) for the NC5 Notes will not reset below 7.150% (which equals the initial interest rate on the NC5 Notes). The outstanding NC10 Notes will bear interest from, and including, the Issue Date to, but excluding, January 31, 2037, at a rate of 7.400% per annum. From, and including, January 31, 2037, to but excluding the Maturity Date the outstanding NC10 Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (subject to reset as described below) plus 2.565%; provided, that the interest rate during any Interest Rate Reset Period for the NC10 Notes will not reset below 7.400% (which equals the initial interest rate on the NC10 Notes). The 5-Year Treasury Rate for computing interest on the outstanding Notes of each series from and after the applicable Initial Interest Rate Reset Date (as defined herein) will initially be based on such rate as of the first business day prior to the applicable Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the applicable 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 of any series (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 of such series or the Indenture (as defined herein). A Deferral Period in respect of a series of 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 of the applicable series as of the Maturity Date, if any, will be due and payable on the Maturity Date.

RCI may, at its option, redeem the Notes of any series, 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 three months prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable 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 of the applicable series 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 of any series 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 of any series 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 (Conflicts of Interest)”.

Price to Public⁽¹⁾

Underwriters’ Commission⁽²⁾

Net Proceeds to RCI⁽³⁾

Per NC5 Note

100.000%⁽¹⁾

1.000%

99.000%

Total

US$500,000,000

US$5,000,000

US$495,000,000

Per NC10 Note

100.000%⁽¹⁾

1.000%

99.000%

Total

US$500,000,000

US$5,000,000

US$495,000,000

(1)

The price to the public for each series of Notes set forth above does not include accrued interest, if any, from September 23, 2026, if settlement occurs after that date.

(2)

We have agreed to indemnify the underwriters against certain liabilities. See “Underwriting (Conflicts of Interest)”.

(3)

After deducting the underwriters’ commission but before deducting expenses of this offering, estimated to be approximately US$2.6 million, 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 (Conflicts of Interest)” in this prospectus supplement. The underwriters may sell the Notes for less than the initial offering price in circumstances discussed under “Underwriting (Conflicts of Interest)”. 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 (Conflicts of Interest)”.

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 September 23, 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	J.P. Morgan	MUFG	SMBC Nikko	Wells Fargo Securities

		Co-Managers

ATB Cormark Capital Markets	BMO Capital Markets	CIBC Capital Markets	Citigroup	Mizuho

National Bank of Canada

Capital Markets

RBC Capital Markets

Scotiabank

TD Securities

September 9, 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-ii
EXCHANGE RATES	S-ii
FORWARD-LOOKING INFORMATION	S-iii
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 (CONFLICTS OF INTEREST)	S-30
LEGAL MATTERS	S-34
EXPERTS	S-34

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

	●	our annual information form for the year ended December 31, 2025, dated March 6, 2026 (the “Annual Information Form”);

	●	our audited consolidated financial statements as at and for the years ended December 31, 2025 and 2024 (“Annual Financial Statements”), together with the report of the auditors thereon, and our management’s discussion and analysis in respect of those statements (“2025 Annual MD&A”);

	●	our unaudited interim condensed consolidated financial statements as at June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 (the “Second Quarter Financial Statements”) and our management’s discussion and analysis in respect of those statements (the “Second Quarter MD&A”); and

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

Six Months Ended		Average		High		Low		Period End
June 30, 2026		0.7258		0.7399		0.7025		0.7037
June 30, 2025		0.7098		0.7376		0.6848		0.7330

	●	economic, geopolitical, and other conditions affecting commercial activity, including the potential application of tariffs, trade wars, recessions, or reduced immigration levels,

	●	changing conditions in the sports, media, entertainment, information, and communications industries,

	●	performance of our sports teams, including uncertainty as to their participation or success in their respective postseasons,

	●	external threats, such as epidemics, pandemics, and other public health crises, natural disasters, the effects of climate change, or cyberattacks, among others,

	●	the MLSE minority interest acquisition is subject to closing conditions and termination rights and may not be completed on the anticipated terms, in the anticipated timeline, or at all,

	●	the anticipated benefits of the MLSE minority interest acquisition may not be realized,

	●	if completed, the sale of a minority interest in Rogers Sports may not be at the expected valuation or may not raise the anticipated proceeds,

	●	we may fund all or a portion of the MLSE minority interest acquisition through alternate sources,

	●	new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies,

	●	regulatory changes,

	●	technological changes,

	●	unanticipated changes in content or equipment costs,

	●	the integration of acquisitions,

	●	changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction, and

Issuer:	Rogers Communications Inc.

Debt Securities Offered:	US$500 million aggregate principal amount of 7.150% Fixed-to-Fixed Rate Subordinated Notes due January 31, 2057 (the “NC5 Notes”).

	US$500 million aggregate principal amount of 7.400% Fixed-to-Fixed Rate Subordinated Notes due January 31, 2057 (the “NC10 Notes” and, together with the NC5 Notes, the “Notes”).

Issue Date:	September 23, 2026.

Maturity Date:	The Notes of each series will mature on January 31, 2057.

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$987 million. We will use the net proceeds from the sale of the Notes, together with the net proceeds from the Concurrent Debt Financing (as defined below), to redeem or purchase in full or in part the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or the 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082. Pending any such uses, we may invest the net proceeds in bank deposits and money market securities or otherwise use such proceeds for working capital purposes. See “Use of Proceeds”.

Interest Rate:	The NC5 Notes will bear interest from, and including, the Issue Date to, but excluding, January 31, 2032, at a rate of 7.150% per annum. From, and including, January 31, 2032, to but excluding the Maturity Date the outstanding NC5 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 2.539%; provided, that the interest rate during any Interest Rate Reset Period (as defined below) for the NC5 Notes will not reset below 7.150% (which equals the initial interest rate on the NC5 Notes).

	The NC10 Notes will bear interest from, and including, the Issue Date to, but excluding, January 31, 2037, at a rate of 7.400% per annum. From, and including, January 31, 2037, to but excluding the Maturity Date the outstanding NC10 Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (subject to reset as described below) plus 2.565%; provided, that the interest rate during any Interest Rate Reset Period for the NC10 Notes will not reset below 7.400% (which equals the initial interest rate on the NC10 Notes).

	The 5-Year Treasury Rate for computing interest on the outstanding Notes of each series from and after the applicable Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the applicable Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the applicable 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 January 31, 2032, with respect to the NC5 Notes, and January 31, 2037, with respect to the NC10 Notes.

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

	“Interest Rate Reset Period” means, with respect to a series of Notes, the period from and including the applicable 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 applicable Final Interest Rate Reset Date, the period from and including such applicable Final Interest Rate Reset Date to, but not including, the Maturity Date).

	“Interest Rate Reset Date” means each of the applicable 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 each series of Notes is payable semi-annually in arrears on January 31 and July 31 of each year (each, an “Interest Payment Date”), commencing on January 31, 2027, 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 June 30, 2026, 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) $1.25 billion aggregate principal amount of 6.250% Fixed-to-Fixed Rate Subordinated Notes due 2056, (v) US$750 million aggregate principal amount of 6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056, (vi) $2 billion aggregate principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and (vii) 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 of any series (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 of any series or the Indenture. Any installment of interest whose payment is deferred in respect of a series of 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 a series of 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 of the applicable series 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 of any series, 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 three months prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable 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 of the applicable series 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 of any series 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 of any series 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 either series of 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 of such series (the “Holders”), RCI will pay the additional amount necessary (“Additional Amounts”) so that the net amount received by the Holders of the Notes of such series 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 of such series. 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 of each series 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.

Conflicts of Interest:	Certain of the underwriters or their affiliates may hold a portion of the 2081 Subordinated Notes and/or the 2082 Subordinated Notes (each, as defined below) which we intend to redeem or repurchase using the net proceeds of this offering. See “Use of Proceeds” in this prospectus supplement. In such event, it is possible that one or more of the underwriters or their affiliates could receive 5% or more of the net proceeds of this offering and, therefore, have a conflict of interest under FINRA Rule 5121. Accordingly, this offering is being made in compliance with FINRA Rule 5121 and no underwriter with a conflict of interest under FINRA Rule 5121 will make sales in this offering to any discretionary account without the prior written approval of the customer. See “Underwriting (Conflicts of Interest) – Conflicts of Interest” in this prospectus supplement.

Governing Law:	State of New York.

	June 30, 2026
	Actual		As Adjusted⁽¹⁾
	(In millions of Canadian dollars, unaudited)
Cash and cash equivalents (bank advances)	$	1,726	$	3,721

Short-term borrowings:
Accounts receivable securitization program	$	1,600	$	1,600
US commercial paper program⁽²⁾		637		637

Total short-term borrowings	$	2,237	$	2,237

Long-term debt (including current portion):
Revolving credit facilities⁽³⁾	$	—	$	—
Bank Credit Facilities ⁽⁴⁾		300		300
Outstanding public debt:⁽⁵⁾
Canada Infrastructure Bank credit facility		134		134
5.65% Senior Notes Due 2026		500		500
2.90% Senior Notes Due 2026		710		710
3.65% Senior Notes Due 2027		1,500		1,500
3.80% Senior Notes Due 2027		300		300
3.20% Senior Notes Due 2027		1,845		1,845
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		1,775		1,775
5.80% Senior Notes Due 2030		500		500
2.90% Senior Notes Due 2030		210		210
3.80% Senior Notes Due 2032		2,839		2,839
4.25% Senior Notes Due 2032		1,000		1,000
8.75% Senior Debentures Due 2032		284		284
5.90% Senior Notes Due 2033		1,000		1,000
5.30% Senior Notes Due 2034		1,775		1,775
7.50% Senior Notes Due 2038		497		497
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

	(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 June 30, 2026.

	(2)	RCI’s US commercial paper program (our “US CP program”) allows RCI to issue US commercial paper up to a maximum aggregate principal amount of US$1.5 billion with scheduled maturity dates ranging from 1 to 397 days from issuance. Our US CP program does not provide for any committed financing and our ability to refinance US commercial paper at maturity with additional US commercial paper is subject to ongoing market and other conditions. RCI’s obligations under our US CP program are unsecured and guaranteed by Rogers Communications Canada Inc. (“RCCI”) and rank equally in right of payment with all of our senior notes and debentures. For further details in respect of our US CP program, see Note 22 in our Annual Financial Statements and Note 14 to our Second Quarter Financial Statements.

	(3)	We have a $4.0 billion revolving credit facility which was undrawn as of June 30, 2026. In July 2026, we amended the terms of our revolving credit facility to, among other things, extend the maturity date of the $3 billion tranche to July 2031, from September 2030, and the $1 billion tranche to July 2029, from September 2028. 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 and Note 15 to our Second Quarter Financial Statements.

	(4)	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.

	(5)	As of June 30, 2026, 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, 6.875% Fixed-to-Fixed Rate Subordinated Notes Due 2056, 6.250% Fixed-to-Fixed Rate Subordinated Notes Due 2056, 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.

	(6)	In addition to the Notes offered hereby, RCI expects to incur additional debt through the Concurrent Debt Financing. See “Rogers Communications Inc. — Recent Developments.”

	(7)	We derived the as adjusted deferred transaction costs and discounts by increasing actual deferred transaction costs and discounts by $24.4 million, which is our estimate of the underwriters’ commission, discounts, and other expenses we expect to incur in connection with both offerings.

		12 months ended December 31, 2025		12 months ended June 30, 2026
Earnings before borrowing costs and income taxes	$	9,729 million	$	8,947 million
As adjusted borrowing cost requirements⁽¹⁾	$	2,242 million	$	1,914 million
As adjusted earnings coverage ratio⁽²⁾		4.34 x		4.67 x

	(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 of such series 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 of such series 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.

	●	tax consequences to U.S. Holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, banks, thrifts and other financial institutions, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities), regulated investment companies, real estate investment trusts, persons who are required to recognize income with respect to the Notes no later than when such income is taken into account in an applicable financial statement, U.S. expatriates, tax-exempt entities or insurance companies;

	●	tax consequences to U.S. Holders holding the Notes as part of a hedging, constructive sale or conversion, straddle or other risk-reducing transaction;

	●	tax consequences to U.S. Holders whose “functional currency” (as defined in the Code) is not the U.S. dollar;