Riyad Capital, in its capacity as Financial Advisor, Sole Arranger and Dealer (the “Dealer”), today announced the commencement of the offering period for Riyad Bank’s SAR denominated Additional Tier 1 Capital Sukuk, with an issuance size of SAR 5 Billion (the “Sukuk”) under Riyad Bank’s SAR 10 billion Additional Tier 1 Capital Public Sukuk Programme (the “Programme”).

NOT FOR ACCESS, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. BY ACCESSING, VIEWING OR READING THIS PAGE, THE RECIPIENT AGREES TO BE BOUND BY THE FOLLOWING OBLIGATIONS AND LIMITATIONS DESCRIBED BELOW.


Prospectus | Shariah Certificate

 

Key Information about Tier 1 Capital Sukuk

The table Title
The Issuer
Riyad Bank
Sukuk Issuance

Riyad Bank Additional Tier 1 Capital Public Sukuk

Credit Rating of the Bank

A1 by Moody’s Investors Cyprus Ltd.
A by S&P Global Ratings Europe Limited
A- by Fitch Ratings Ltd.
(all with a stable outlook)

Sukuk Structure
Mudaraba
Sukuk Status
Subordinated, unsecured
The Currency
Saudi Riyal (SAR)
Tenor

Perpetual (no fixed maturity date)

Call Option

The Bank may call the Sukuk starting from its fifth anniversary subject to the Terms and Conditions. The Bank may call the Sukuk starting from its fifth anniversary subject to the Terms and Conditions.

Annual profit rate

6.50%, per annum.
The profit rate shall be reset on each Reset Date (as defined in the Base Prospectus). All profit payments will be subject to cancellation, in accordance with the terms and conditions of the Sukuk.

The minimum value of subscription

 


SAR 1,000

 

The nominal value per Sukuk

 


1,000

 

Periodic distribution of profits

To be distributed on a quarterly basis, subject to a cancellation, in accordance with the terms and conditions of the Sukuk

Profit Rate Payment Cancellation

Non-cumulative optional and mandatory cancellation of profit payments (subject to a dividend stopper), in accordance with the terms and conditions of the Sukuk.

Non-Viability Loss Absorption (NVLA) Mechanism:

If a Non-Viability Event (as defined in the Base Prospectus) occurs at any time on or after the issue date, the right to receive payment will be permanently cancelled (in whole or in part and as provided in the terms and conditions of the Sukuk).

The subscription date
From 21 July to 03 August 2026
Listing
Sukuk/Bond Market of the Saudi Exchange (Tadawul)
Registrar
Securities Depository Center Company (“Edaa”)
Receiving Entities

Riyad Capital, Albilad Investment Company, Alinma Capital, Alistithmar for Financial Securities and Brokerage Company, Aljazira Capital, Alkhabeer Capital, Alrajhi Capital, ANB Capital, BSF Capital, Derayah Financial Company, EFG Hermes KSA, SAB Invest, Yaqeen Capital and SNB Capital.

FAQs

What are Sukuk?
Sukuk are securities, which are intended to be Shariah-compliant, through which investors provide funding to an issuer in return for periodic profit distributions (subject, in the case of the Sukuk, to any cancellation or write-down in accordance with the terms and conditions). The proceeds raised through the Sukuk are typically used by the issuer for its financing purposes.
 
What are the advantages of Sukuk?
Sukuk may offer investors a number of potential benefits, including:
  • periodic profit distributions (subject to certain conditions);
  • generally lower volatility when compared with shares; and
  • exposure to a Shariah-compliant investment product.

 
Where will the proceeds of the issuance of the Sukuk be directed to?
These amounts will be utilized by the issuer to enhance its tier 1 capital, and could also be used for general banking purposes in accordance with the Base Prospectus.
 
How to calculate the quantity of Sukuk?‎‎
Sukuk subscriptions are entered by reference to their total face value, rather than the number of Sukuk. Accordingly, the investor should enter the total face value of the Sukuk they wish to subscribe for.

For example, if the face value of each Sukuk is SAR 1,000, then:

10 Sukuk × SAR 1,000 = SAR 10,000 total face value
 
What are the Zakat implications and eligibility of profits for the investors in these Sukuk?
Riyad Bank intends to treat the Sukuk as capital/equity for Zakat purposes throughout the period in which the Sukuk are outstanding.  Please see the Base Prospectus for a description of the Taxation and Zakat implications of investing in the Sukuk. Prospective investors should consult their Zakat and tax advisers as to the consequences of acquiring, holding and disposing of the Sukuk
 
What is the Call Date?
The issuer of the Sukuk has the right after a specified period to redeem the Sukuk by paying the capital subscribed by the investors.
 
What is a Mudaraba structure?
A Mudaraba is a partnership arrangement under which one party provides capital and the other party manages the investment or business activity. Profits generated from the Mudaraba are shared between the parties in accordance with an agreed profit-sharing ratio, while losses to the capital are generally borne by the capital provider.

 
What are the categories that are entitled to subscribe to the Sukuk?
All categories of investors permitted under the Saudi Capital Market Authority’s Rules on the Offer of Securities and Continuing Obligations are entitled to subscribe to the Sukuk
 
Can dependents subscribe?
Yes, individuals can subscribe for their dependents.
 
Will the Sukuk be listed on the Saudi Exchange?
Yes, the Sukuk will be listed on the Saudi Exchange, and they can be [traded by individual and corporate investors.


Investors are required to read the Base Prospectus carefully before making any investment decision. Investing involves risks and may not be suitable for all investors. The technological means used to provide investment services are subject to technical risks. Investors should ensure that they are prepared to bear the risks associated with any investment and may wish to seek advice from a licensed financial adviser regarding their financial circumstances and investment objectives. The value of the Sukuk, the income generated from them and their market prices may rise or fall at any time. Investors may receive less than the amount originally invested and part of the capital invested may be used to pay that income. Riyad Capital, its employees, one or more of its affiliates or clients may have a financial interest in the Sukuk or related securities, or may have provided, within the preceding twelve months, significant advice or securities business services to the issuer of the Sukuk or related securities.
The base prospectus relating to the Programme dated 09 July 2026 (the “Base Prospectus”) and the information that follows and/or accessed via this page is not intended for use by, any person or entity, in any jurisdiction or country where such distribution, access or use would be contrary to local law or regulation. Under no circumstances shall the Base Prospectus or the information herein and/or accessed via this page constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any Sukuk in any jurisdiction in which such offer, solicitation or sale would be unlawful. Persons into whose possession the Base Prospectus comes or who access this page are requested to inform themselves about, and  to observe, any such restrictions. The Sukuk will not be offered or sold to retail clients outside of the Kingdom of Saudi Arabia.
This information herein is an indicative summary of the potential terms and conditions of the Sukuk and is subject to change. No information herein shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Investors should not subscribe for any Sukuk except on the basis of information contained in the Base Prospectus and the applicable final terms.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Dealer or any of its affiliates in relation to the accuracy, completeness or verification of this information, publicly available information on Riyad Bank, or any other written or oral information made available to any interested party or its advisers and all and any liability whatsoever, whether arising in tort, contract or otherwise, is hereby expressly disclaimed. The Dealer accepts no liability whatsoever to the fullest extent permitted by law for any losses (including any consequential losses) arising from the use of this page or reliance on the information contained herein and/or accessed via this page.
The Sukuk are complex financial instruments and are of high risk and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities similar to the Sukuk, including, without limitation, prohibitions on the offering or sale of such securities to persons who are not institutional or qualified clients. In addition, financial institutions in certain jurisdictions (for example, financial institutions  that are licensed by the Central Bank of the United Arab Emirates) may be restricted from investing in securities similar to the Sukuk  that are issued by an entity that does not conduct all of its activities and business in accordance with the principles of Shariah.
There are risks inherent in holding of the Sukuk, including the risks in relation to their subordination and the circumstances in which holders of the Sukuk may suffer loss as a result of holding the Sukuk.  See “Risk Factors” in the Base Prospectus for a discussion of certain considerations to be taken into account in connection with an investment in the Sukuk (in particular, the risks relating to subordination and cancellation of payments). Sukukholders’ right to receive payment of the principal amount of the Sukuk and their right to any profit will be permanently cancelled or permanently written-down (in whole or in  part) upon the occurrence of a Non-Viability Event (as defined in the Base Prospectus) and payments of profit amounts are subject to mandatory cancellation if a Non-Payment Event (as defined in the Base prospectus) occurs, and such payments are otherwise at the sole discretion of Riyad Bank.
Prospective investors should conduct their own due diligence and consult their own Shariah advisers as to whether the proposed issue and the trading of the Sukuk (including on the secondary market) is in compliance with Shariah principles for their own purposes. The Dealer is not responsible for providing or arranging for the provision of any general financial, strategic or specialist advice, including legal, Shariah, regulatory, accounting, model auditing or taxation advice or services or any other services in relation to the transaction and/or any related securities described herein.
This information has been sent to you in an electronic form. You are reminded that documents transmitted or accessed via this medium may be altered or changed during the process of electronic transmission and consequently none of the Dealer, Riyad Bank or any person who controls any of them, nor any member, director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the information distributed to, or accessed by, you in electronic format and any hard copy version.
A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.