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PROXY STATEMENT/OFFERING CIRCULAR

of

Securities being offered—30,000 shares of Royal Bancshares, Inc. Class AA Common Stock,

par value $1.00 per share¹

You should carefully consider the “RISK FACTORS” beginning on page 13.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however the Commission has not made an independent determination that the securities offered are exempt from registration.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10 percent of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Shares of Royal common stock are not savings or deposit accounts or other insured obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this Proxy Statement/Offering Circular is May 16, 2016, and it is first being mailed to the shareholders of Frontenac Bancshares, Inc. on or about May 16, 2016.

This Proxy Statement/Offering Circular has been prepared substantially in accordance with applicable disclosure requirements set forth in SEC Form S-4.

All shares are being offered for distribution as merger consideration in connection with the merger transaction described in this Proxy Statement/Offering Circular. No proceeds will be retained by the issuer. No underwriters are involved in this offering and no underwriter commissions will be paid. Only the issuer will distribute shares of Royal pursuant to this Proxy Statement/Offering Circular; no shareholders of the issuer will distribute any shares pursuant to the Proxy Statement/Offering Circular. The actual date of distribution (offering) of the securities will be shortly after the merger is consummated (if the merger is not consummated for any reason, no shares will be distributed).

The total number of shares of Class AA Common Stock will be less than the amounts shown herein. The Merger Agreement allows each Frontenac shareholder to elect stock, or cash, as the merger consideration that shareholder will receive. As a result, it cannot be accurately predicted how many shares will be issued in the merger.

For a discussion of the calculation of the merger consideration, see “THE MERGER AGREEMENT—Calculation of Merger Consideration” at page 64. The aggregate cash portion of the merger consideration is capped at 25 percent of the aggregate merger consideration. The aggregate offering price for the merger consideration actually issued by Royal will not exceed $30,000,000.

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MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The boards of directors of Frontenac Bancshares, Inc., headquartered in Earth City, Missouri, referred to herein as “Frontenac,” and Royal Bancshares, Inc., headquartered in St. Louis, Missouri, referred to herein as “Royal,” and the managers of Royal Acquisition LLC, headquartered in St. Louis, Missouri, referenced to herein as “Acquisition,” have approved a Merger Agreement to merge Frontenac with and into Acquisition, with Acquisition as the survivor. If the shareholders of Frontenac vote to approve the Merger Agreement and the merger is completed, Frontenac will merge with and into Acquisition, and shareholders of Frontenac will receive the merger consideration described below (other than those Frontenac shareholders who properly exercise their right to dissent and receive the fair value of their shares instead of the merger consideration).

Holders of Frontenac common stock will be entitled to receive, at their election, for each one share of Frontenac common stock (or its equivalent, in preferred stock):

Holders of Frontenac preferred stock will be entitled to receive the merger consideration they would have been eligible to receive had those shares been converted to Frontenac common stock at the time of the merger.

The exact amount of Royal common stock or cash received for each one share of Frontenac common stock (or its equivalent) cannot be determined until near the time of the merger. Under the terms of the Merger Agreement, the exact amount of merger consideration, in the aggregate and per share of Frontenac common stock (or its equivalent), will be determined as of the last day of the calendar month immediately preceding the closing of the merger transaction. Had the merger been consummated in January 2016, the merger consideration per share of Frontenac common stock (or its equivalent) would have been 0.0038 shares of Class AA Common stock of Royal or $3.68. There can be no assurance as to what amounts the merger consideration will be, at the closing of the merger; it could be materially more or materially less than the amounts described here. For a description of the calculation of the merger consideration, see “THE MERGER AGREEMENT—Calculation of Merger Consideration” at page 64 of the Proxy Statement/Offering Circular.

The Board of Directors of Frontenac engaged independent legal and financial advisors to assist it in its review of the proposed merger and negotiation of the Merger Agreement. The merger consideration that shareholders of Frontenac will receive in the merger was derived through arms-length negotiations between Frontenac and Royal. Attached as Annex B is the fairness opinion of Sheshunoff & Co., financial advisor to Frontenac.

This Proxy Statement/Offering Circular provides you with detailed information about the proposed merger between Frontenac and Acquisition. This document also contains information about Royal and Frontenac. We encourage you to carefully read and consider this Proxy Statement/Offering Circular in its entirety.

If you require additional information:

For information regarding Frontenac, please contact: Robert D. Roberson, President and Chief Executive Officer of Frontenac:

3330 Rider Trail Drive

Earth City, Missouri 63045

314-569-5355

rroberson@frontenacbank.com

For information regarding Royal, please contact: Stephen A. Baden, President and Chief Executive Officer of Royal:

13171 Olive Boulevard

St. Louis, Missouri 63141

314-212-1655

steve.baden@royalbanksnet.com

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FRONTENAC BANCSHARES, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on June 12, 2016

TO THE SHAREHOLDERS OF FRONTENAC BANCSHARES, INC.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Frontenac Bancshares, Inc. (the “Company”) will be held on June 12, 2016, at 10:00 a.m. local time, at the Stegton Regency Banquet Center located at 1450 Wall Street, St. Charles, Missouri 63303, and any adjournments, continuations or postponements, thereof, for the following purpose:

The Board of Directors of the Company has fixed the close of business on April 30, 2016, as the record date for determination of shareholders entitled to notice of and to vote at the special meeting or any adjournments, continuations or postponements thereof.

St. Louis, Missouri

May 16, 2016

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RISK FACTORS

The ownership of Royal common stock involves a number of risks. If any of the risks described below actually occur, the business, financial condition, results of operations, or cash flows of Royal could be materially adversely affected. The risks below should be considered along with the other information included in this Proxy Statement/Offering Circular. There may exist other risks not identified here.

Risks Related to the Merger

There is no Established Market for Shares of Royal common stock (the Merger Consideration), and None is Expected to Form.

The shares of Royal Class AA Common stock issued as merger consideration to the shareholders of Frontenac will be freely tradable; however, there is currently no public market for these shares of Royal, nor is one expected to develop. Persons deemed to be affiliates of Royal after the merger (generally, directors, executive officers, and holders of 10 percent or more of Royal’s common stock) must comply with Rule 144 promulgated under the Securities Act of 1933 if they wish to sell or otherwise transfer any shares of stock of Royal received in the merger.

After the Merger, Shareholders of Frontenac Will Be Limited in their Ability to Influence Royal’s Actions and Decisions.

Following the merger, former shareholders of Frontenac in the aggregate will hold approximately 25 percent of the outstanding shares of Royal common stock. For two years following the merger, the holders of the Royal Class AA Common stock (the shares distributed as merger consideration) will be entitled to elect 40 percent of the directors of Royal, and those directors will in turn be entitled to appoint 40 percent of the members of Royal Banks of Missouri directors and those designated Royal Banks of Missouri directors will be entitled to appoint 40 percent of Royal Banks of Missouri’s loan committee. After the two year period expires, all of these special voting privileges will cease, and holders of Royal Class AA Common stock will vote as one class with the Class A Common stock holders. As a result, holders of Royal Class AA Common stock will have only a limited ability to influence Royal’s business and will not have separate approval rights with respect to any actions or decisions of Royal or have separate representation on Royal’s board of directors.

Royal May Fail to Achieve the Anticipated Benefits of the Merger.

There can be no assurance that any of the anticipated benefits of the merger discussed in this Proxy Statement/Offering Circular will be achieved in whole, or in part.

Royal May Fail to Effectively Integrate Frontenac and Royal Operations.

Royal’s merger with Frontenac involves the combination of two bank holding companies that previously have operated and, until completion of the merger, will continue to operate, independently. A successful combination of the operations of the two entities will depend substantially upon Royal’s ability to consolidate operations, systems, and procedures and to eliminate redundancies and costs. Royal may not be able to combine the operations of Frontenac with its operations without encountering difficulties, such as:

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Additionally, general market and economic conditions, as well as governmental actions affecting the financial industry, may inhibit Royal’s successful integration of Frontenac.

If Royal has difficulties with the integration process, Royal might not achieve the expected economic benefits. There may also be business disruptions that cause the loss customers or cause customers to move their deposits and business to other financial institutions.

Retention of Frontenac Employees.

The ability of Frontenac to operate successfully until consummation of the merger will depend in large part upon the management and business skills of certain executive officers, including President and Chief Executive Officer Robert D. Roberson and certain other key employees. If one or more of these employees become unable to perform their duties or elect to terminate their employment, the financial performance and business condition of Frontenac may be adversely affected. Although Frontenac has taken certain steps to lessen the chances of such problems occurring (such as entering into contracts providing for retention bonuses), there can be no assurance that one or more key employees will not resign.

Risks Related to Ownership of Royal Common Stock

Shares Are Not Insured

Shares of Royal are not insured by the Federal Deposit Insurance Corporation or by any other governmental agency.

Absence of Registration under Applicable Securities Laws

The issuance of Royal common stock as merger consideration has not been registered under the Securities Act of 1933, or under the securities laws of any state. Prospective purchasers must recognize that they do not necessarily have any of the protections afforded by applicable federal and state securities laws in registered and/or qualified offerings.

Exchange Ratios of Merger Consideration

The exchange ratios for the merger consideration (the number of shares of Royal common stock issuable, or amount of cash payable, for each share of Frontenac common stock, or its equivalent, held prior to the merger) were negotiated between Frontenac and Royal. Although each party considered various factors, the resulting exchange ratios should not be regarded as an indication of any future market price or value of for Royal common stock. No assurance is or can be given that Royal common stock can be resold, if at all, for the values implied in the Merger Agreement.

Reliance of Royal Upon Dividends from Royal Banks of Missouri

Royal relies on dividends from Royal Banks of Missouri for most of Royal’s revenue. Royal is a separate and distinct legal entity from Royal Banks of Missouri. These dividends are the principal source of funds to pay dividends on stock and interest and principal on debt. Various federal laws and regulations limit the amount of dividends that Royal Banks of Missouri may pay to Royal. In the event Royal Banks of Missouri is unable to pay dividends, Royal may not be able to service its debt, pay obligations, or pay dividends on stock. The inability to receive dividends from Royal Banks of Missouri could have a material adverse effect on Royal’s business, financial condition, and results of operations.

No Assurance of Cash Dividends

There can be no assurance that Royal will pay dividends in the future. Certain regulatory requirements could prevent Royal from paying dividends under certain circumstances even if the board of directors desired to declare dividends. See “SUPERVISION AND REGULATION—Regulation of Royal and Royal Banks—Limitations on Dividends.” The payment of dividends on Royal shares is generally within the discretion of the board of directors, which will determine the amount of dividends declared, if any, based upon Royal’s and Royal Banks of Missouri’s capital and other needs.

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Under the terms of the trust preferred securities issued by Frontenac (see below), the obligations of which are to be assumed by Royal as a part of the merger transaction, no dividends on Royal common stock will be payable unless and until Royal pays all deferred interest (including interest on interest), in accordance with the trust preferred instruments. Although Royal intends to make such payment after consummation of the merger, there can be no assurance that such payments will be made, or that Royal will not, at some future date, defer payments of interest under the trust preferred instruments, causing it to be subject to the prohibition on dividends.

Limited Resources

Future growth in operations or losses from operations may require increases in Royal’s capital. Additional equity financing could result in dilution to Royal’s existing shareholders. Debt financing would result in higher interest expense. There can be no assurance that Royal will generate sufficient funds to service its debt. Moreover, there is no assurance that future equity or debt financing will be available on terms acceptable to and/or in the amounts needed by Royal.

Company Debt

Royal currently has no outstanding debt. Thomas R. Green, a shareholder of Royal, has committed to loan funds to Royal in connection with the merger or other working capital needs of Royal, should Royal need those funds. The credit facility offered by Mr. Green is a $12 million revolving line of credit, with the interest rate floating at the 90 day LIBOR rate plus 300 basis points. Interest only is payable during the life of the facility, payable quarterly. The maturity date is three years. Royal is required to pledge 100 percent of the issued and outstanding common stock of Royal Banks of Missouri to secure its obligation. Mr. Green received a $2,500 facility fee.

On September 17, 2003, Frontenac Trust I (“Trust I”), a subsidiary of Frontenac, issued $5,000,000 of floating rate cumulative trust preferred securities in a private placement offering. These trust preferred securities mature on September 17, 2033. The maturity date may be shortened at any time, if certain conditions are met. Proceeds from the offering, net of underwriting fees and offering expenses, totaled $4,900,000. Trust I used the net proceeds from the trust preferred securities and a cash injection from Frontenac to purchase $5,155,000 of junior subordinated debentures of Frontenac bearing the same interest rate as the trust preferred securities. Interest is payable quarterly on the trust preferred securities at a rate equal to LIBOR for three-month U.S. dollar deposits plus 3.05 percent; however, such interest payments may be deferred up to 20 quarters, an option which Frontenac is currently exercising, after making the September 2014 payment of interest. At January 31, 2016, the accrued but unpaid interest was $236,033. Royal will assume the Frontenac obligations under these securities as a part of the merger process.

On December 15, 2004, Frontenac Statutory Trust II (“Trust II”), a subsidiary of Frontenac, issued $5,000,000 of floating rate cumulative trust preferred securities in a private placement offering. These trust preferred securities mature on December 31, 2034. The maturity date may be shortened at any time, if certain conditions are met. Proceeds from the offering, net of underwriting fees and offering expenses, totaled $4,900,000. Trust II used the net proceeds from the trust preferred securities and a cash injection from Frontenac to purchase $5,155,000 of junior subordinated debentures of Frontenac bearing the same interest rate as the trust preferred securities. Interest is payable quarterly on the trust preferred securities at a rate equal to LIBOR for three-month U.S. dollar deposits plus 2.40 percent; however, such interest payments may be deferred up to 20 quarters, an option which Frontenac is currently exercising, after making the September 2014 payment of interest. At January 31, 2016, the accrued but unpaid interest was $190,159. Royal will assume the Frontenac obligations under these securities as a part of the merger process.

Security for Bank Debt

Royal Banks of Missouri had outstanding aggregate advances, commitments, and letters of credit with the Federal Home Loan Bank of Des Moines, Iowa (“FHLB”), of $28.7 million at December 31, 2015. Royal Banks of Missouri has pledged assets to the FHLB to secure its obligations. Royal Banks of Missouri also has pledged collateral and executed necessary agreements to allow for access to the Discount Window of the Federal Reserve Bank of St. Louis.

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Concentration of Ownership

Approximately 75 percent of the shares of Royal Common stock outstanding as of January 31, 2016 (to be renamed Class A Common stock as a part of the transactions contemplated in the Merger Agreement) are held by members of the family of Thomas R. Green. Because of this concentration of ownership, shareholders who elect to receive Royal common stock as their merger consideration are unlikely to be able to effectively influence the election of directors or other matters to be voted upon by the shareholders of Royal. Currently, two members of the Green family (Thomas R. Green and Linda Renner) serve on Royal’s board of directors.

Obligations in Deferred Compensation Plan

Royal has a deferred compensation plan that creates “phantom shares” for two senior managers, Stephen A. Baden and Mitchell Baden. After the merger, it is expected that Robert Roberson will also participate in the deferred compensation plan. Upon the retirement of each of these individuals, Royal is obligated to fund the payments required of under the plan. Such obligation may arise at a time when Royal would not be in a condition to choose to make such payments. Any payments may have a material adverse effect upon the financial condition of Royal.

General Risks of Ownership and Operation of Financial Institutions

Royal’s primary asset is Royal Banks of Missouri. Royal’s ownership of Royal Banks of Missouri is subject to all of the risk and other factors generally incident to the operation of financial services businesses. The amount of revenue generated from the operation of Royal Banks of Missouri and the level of operating expenses will be affected by a number of factors that are not within the control of Royal Banks of Missouri or Royal, such as the conditions of the local and national economy and national monetary policy. Among the factors which can affect Royal Banks of Missouri’s business are:

Liability for Subsidiary Bank

By statute and under Federal Reserve policy, Royal is expected to act as a source of financial strength to Royal Banks of Missouri and commit resources to support it, even in circumstances where Royal might not otherwise choose to do so, absent such policy. This support may be required at times when Royal may not find itself able to provide it.

No Assurance of Future Growth

The key components to Royal’s growth strategy are growing Royal Banks of Missouri’s loan portfolio and fee-based income. Royal Banks of Missouri’s ability to achieve such growth and expansion will be dependent upon numerous factors, including the intensity of competition for deposits, loans, and other bank-related services, with other bank and non-bank financial institutions, the availability of suitable opportunities to make loans, avoidance of credit losses, hiring and training of personnel, depth in management, and adequate financing.

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Competition

Royal Banks of Missouri encounters substantial competition for customers of its deposit, loan, and other bank-related services in the markets in which it competes. Royal Banks of Missouri’s principal competitors include other financial institutions such as banks, savings and loan institutions, trust companies, credit unions, and a number of other non-bank competitors such as insurance companies, small loan companies, finance companies, mortgage companies, and other sources of funds, investment products, and payment services. Many of Royal Banks of Missouri’s non-bank competitors are not subject to the same extensive federal regulations applicable to Royal Banks of Missouri and, as a result, such competitors may have some advantage over Royal Banks of Missouri in providing certain services. Many of the financial institutions with which Royal Banks of Missouri competes are larger and have substantially greater financial resources than Royal Banks of Missouri.

Exposure to National Economic Conditions

Beginning in 2007 and broadening in 2008, market and economic conditions were severely impacted as credit conditions rapidly deteriorated and financial markets experienced widespread illiquidity and elevated levels of volatility. Concerns about future economic growth, interest rates, continued lower consumer confidence, resumed credit contraction, and lower corporate earnings, as well as uncertainty with respect to governmental intervention in the economy, continue to challenge the economic performance. As a result of these unparalleled market conditions, Congress and federal regulatory bodies, including the U.S. Treasury Department and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), initiated several actions that have changed the landscape of the U.S. financial services industry. These actions include adoption of the Emergency Economic Stabilization Act and various programs established under that legislation in 2008 and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in 2010.

The deterioration and slow recovery of the economy negatively impacted the credit quality of Royal Banks of Missouri’s loan portfolio. Although Royal believes economic conditions have stabilized, slow to modest recoveries over the years to come could adversely impact Royal Banks of Missouri’s loan portfolio.

The Federal Reserve recently initiated a hike in short-term interests, the first since 2006. Rates were raised in December 2015, from near zero, by 25 basis points (one-quarter of one percent). It is widely anticipated that the Federal Reserve will continue to slowly raise rates for an extended period of time, but the timing and extent of such changes cannot be predicted, adding uncertainty to the interest rate environment in which Royal does business.

Government Regulation

Royal and Royal Banks of Missouri are subject to extensive and pervasive regulation and reporting requirements of the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”), and the Missouri Division of Finance. Such regulation restricts the activities that Royal may enter into and, in particular, its activities and transactions with respect to Royal Banks of Missouri. In addition to these prudential regulators, the Consumer Financial Protection Bureau (the “CFPB”) extensively regulates the activities of both bank and non-bank financial institutions. The CFPB has begun to promulgate regulations that impact Royal Banks of Missouri’s operations and more such regulation is expected.

Recent Financial Reform Legislation

On July 21, 2010, the Dodd-Frank Act was signed into law. This law has significantly changed the bank regulatory structure and affected the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. The Dodd-Frank Act required various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies were given significant discretion in drafting the implementing rules and regulations. The Dodd-Frank Act also created a new regulator, the CFPB. Unlike traditional banking regulators which balance consumer protection with safe and sound banking practices, the CFPB is designed solely to regulate with respect to consumer protection.

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Regulatory Capital Requirements

Royal Banks of Missouri is subject to various regulatory capital requirements, administered by the FDIC. The failure to meet minimum capital requirements would require the FDIC to initiate certain mandatory actions and authorize a host of additional discretionary regulatory actions under the Prompt Corrective Action rules. These regulatory responses to undercapitalization may adversely affect the financial condition and results of operations of Royal and/or Royal Banks of Missouri. Even if Royal Banks of Missouri maintains minimum required capital levels, if it fails to maintain a higher level, referred to as “well capitalized,” the FDIC could impose conditions and restrictions that could adversely affect the financial condition or results of operations of Royal and/or Royal Banks of Missouri.

New Basel III Capital Requirements

The primary U.S. banking regulators have promulgated final rules adopting new capital measures and requirements, commonly referred to as “Basel III.” The Basel III regulations have established a new capital measure (Common Equity Tier 1), established enhanced (higher) capital requirements under the Prompt Corrective Action provisions, and established capital-based restrictions on the payments of dividends, stock redemptions, and certain discretionary bonuses, among other things. Basel III rules became effective as of January 1, 2015, with certain aspects phased-in over time. Because Basel III became effective relatively recently, Royal cannot predict whether it will materially adversely affect Royal or its shareholders.

Interest Rate Risk

Royal’s earnings will depend to a great extent upon the level of net interest income achieved by Royal Banks of Missouri, which is the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings. There can be no assurance that maturities on assets of Royal Banks of Missouri will be appropriately balanced in relation to maturities of liabilities (gap management). Gap management is not an exact science; rather, it involves estimates as to how changes in the general level of interest rates will impact the yields earned on assets and the rates paid on liabilities. Moreover, rate changes can vary depending upon the level of rates and competitive factors. From time to time, maturities of assets and liabilities may not be balanced, and a rapid increase or decrease in interest rates could have an adverse effect on net interest margins and results of operations of Royal.

Liquidity of Royal Banks of Missouri and Royal

Liquidity risk at Royal Banks of Missouri and/or Royal could impair the ability to fund operations and jeopardize the financial condition of Royal Banks of Missouri and/or Royal. Liquidity is essential to Royal Banks of Missouri’s business. An inability to raise funds through traditional sources could have a substantial negative effect on liquidity. Royal Banks of Missouri’s access to funding sources in amounts adequate to finance activities and on terms that are acceptable could be impaired by factors that affect Royal Banks of Missouri or Royal specifically or the financial services industry or economy in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of business activity as a result of a downturn in the markets in which Royal Banks of Missouri’s loans are concentrated or adverse regulatory action against Royal Banks of Missouri or Royal. Royal’s ability to borrow could also be impaired by factors that are not specific to it, such as a disruption in the financial markets or negative views or expectations regarding the prospects for the financial services industry.

Royal is a separate and distinct legal entity from Royal Banks of Missouri. Royal’s liquidity position is affected by dividends received from Royal Banks of Missouri, the amount of cash and other liquid assets on hand, payment of interest and dividends on debt and stock issued by Royal, capital contributions Royal makes into Royal Banks of Missouri, any reduction of debt by Royal, and proceeds raised through the issuance of stock. The failure of Royal to adequately fund its liquidity needs could have a substantial adverse effect upon its business, financial condition, and results of operations

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Sufficiency of Royal Banks of Missouri’s Reserve for Loan Losses

Royal Banks of Missouri’s customers may not repay their loans according to their terms, and the collateral securing the payment of these loans, if any, may be insufficient to assure repayment. When such events occur, Royal Banks of Missouri may experience significant loan losses that could have a material adverse effect on operating results. Management makes various assumptions and judgments about the collectability of Royal Banks of Missouri’s loan portfolio, including the creditworthiness of Royal Banks of Missouri’s borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of Royal Banks of Missouri’s loans. Royal Banks of Missouri maintains a reserve for loan losses in an attempt to cover any loan losses that may occur. In determining the size of the reserve, management relies on an analysis of Royal Banks of Missouri’s loan portfolio based on historical loss experience, volume and types of loans, trends in classifications, volume and trends in delinquencies and non-accruals, national and local economic conditions, and other pertinent information. If management’s assumptions are materially inaccurate, Royal Banks of Missouri’s current reserve may not be sufficient to cover future loan losses, and adjustments may be necessary to allow for different economic conditions or adverse developments in the loan portfolio. Material additions to Royal Banks of Missouri’s reserve for loan losses would materially decrease Royal Banks of Missouri’s (and Royal’s) net income. Royal Banks of Missouri’s reserve for loan losses was $4,500,504 (1.33% of total loans) and $4,563,656 (1.36% of total loans) at December 31, 2015 and 2014, respectively.

Stability of Royal Banks of Missouri’s Borrowers

A substantial portion of Royal Banks of Missouri’s loan customers are considered to be small- to medium-sized businesses. Borrowers of this type frequently have smaller market share, less capitalization, and fewer resources to draw upon than larger competitors. This in turn may make Royal Banks of Missouri’s customers more vulnerable to economic downturns and other dislocations in the marketplace. These vulnerabilities, in turn, may cause Royal Banks of Missouri’s customers to have a greater propensity to fail to make loan payments in accordance with the terms of their loan documents. Should a materially large percentage of Royal Banks of Missouri’s customers suffer such problems at or about the same time, this could adversely affect the results of operations or financial condition of Royal Banks of Missouri and Royal.

Internal Controls

Royal Banks of Missouri’s controls and procedures may fail or be circumvented. Management regularly reviews and updates Royal Banks of Missouri’s internal controls, procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurance that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on Royal’s business, financial condition, and results of operations.

FDIC Deposit Insurance Premiums

Royal Banks of Missouri’s FDIC deposit insurance premiums could be substantially higher in the future, which could have a material adverse effect on future earnings. The Dodd-Frank Act established 1.35 percent as the minimum deposit reserve ratio. The FDIC has determined that the deposit reserve ratio should be 2.0 percent and has adopted a plan under which it will meet the statutory minimum deposit reserve ratio of 1.35 percent by the statutory deadline of September 30, 2020. It is possible that Royal Banks of Missouri’s deposit insurance premiums will increase in the future as a result of these changes or from other, unforeseen, events.

Litigation

Significant legal actions could subject Royal and/or Royal Banks of Missouri to substantial liability. From time to time banks are subject to claims related to operations. These claims and legal actions, including supervisory actions by regulators, could involve monetary claims and significant defense costs. As a result, Royal may be exposed to substantial liabilities, which could negatively affect its results of operations and financial condition.

Investment Portfolio

The value of securities in Royal Banks of Missouri’s investment portfolio may be negatively affected by disruptions in securities markets or changes in the economic policies of the federal government. Volatile market conditions may detrimentally affect the value of investment securities, such as through reduced valuations due to perceived heightened credit and liquidity risks. There can be no assurance that the declines in market value associated with these disruptions would not result in other-than-temporary impairments of these assets, which could lead to write-downs of the carrying value of these assets which in turn could have a material adverse effect on Royal’s net income and capital levels.

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Reliance on Management

The success of Royal Banks of Missouri will depend to a large extent on its ability to attract and retain qualified senior management personnel for Royal Banks of Missouri. The loss of certain senior management personnel could adversely affect Royal Banks of Missouri. There can be no assurance that the services of the senior management of Royal Banks of Missouri will continue to be available or that Royal Banks of Missouri will be able to attract and retain qualified management personnel to sustain its growth.

Dependence on Technological Improvements

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Royal Banks of Missouri’s future success will depend in part upon its ability to create additional efficiencies in its operations. Many of Royal Banks of Missouri’s competitors have substantially greater resources to invest in technological improvements. There can be no assurance that Royal Banks of Missouri’s technological improvements will increase its operational efficiency or that Royal Banks of Missouri will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers.

Reliance upon Computers and Network Security

Royal Banks of Missouri is reliant upon computer systems and network infrastructure to conduct its business. These systems could be vulnerable to various hardware and cyber security issues, including malfunction, “hacking,” and “identity theft” attacks. Royal Banks of Missouri’s financial condition and results of operations are dependent upon Royal Banks of Missouri successfully protecting its computers, networks, and information from attack, loss, or destruction, whether due to intentional bad acts or other circumstances, some of which may be beyond Royal Banks of Missouri’s ability to control. There can be no assurance that Royal Banks of Missouri will successfully protect these systems and assets.

Reliance upon Intellectual Property of Others

Royal Banks of Missouri relies upon various vendors to provide a host of technology products and services used by Royal Banks of Missouri to operate its business. These types of products and services are frequently the subject of litigation related to the ownership of the technology. As such, Royal Banks of Missouri’s vendors, or Royal Banks of Missouri itself, may at times be the subject of claims that a use of certain technology infringes upon the intellectual property or other rights of some third party. The costs of defense of such claims, even if successful, could be materially adverse to Royal Banks of Missouri, and a successful claimant may be able to deprive Royal Banks of Missouri of the right to use a necessary technology. This could expose Royal Banks of Missouri to excessive financial demands by a third party, or even the possibility of Royal Banks of Missouri being barred from using technology necessary for its operations.

Risks Related to the Concentration of Royal Banks of Missouri’s Loan Portfolio

Commercial Real Estate and Real Estate Construction. As of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 71 percent, 69 percent, and 69 percent, respectively, of Royal Banks of Missouri’s loan portfolio consisted of commercial real estate and multi-family loans, and 4 percent, 7 percent, and 7 percent, respectively, of Royal Banks of Missouri’s loan portfolio consisted of commercial real estate construction loans. Such concentrations of its loan portfolio expose Royal Banks of Missouri to greater risk of losses in its loan portfolio than would be the case if the portfolio were more diversified. The performance of commercial real estate loans is influenced by a number of factors, including the prevailing interest rates, inflation, and levels of regional commercial activity. A change in any one of these factors, or in factors that Royal Banks of Missouri does not anticipate, could cause the performance of commercial real estate loans in Royal Banks of Missouri’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance or financial condition.

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Residential Real Estate. As of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 15 percent, 14 percent, and 14 percent, respectively, of Royal Banks of Missouri’s loans consisted of residential real estate. Such concentration of its loan portfolio exposes Royal Banks of Missouri to greater risk of loss in its loan portfolio than would be the case if the portfolio were more diversified. The performance of residential real estate loans is influenced by a number of factors, including national, regional, and local trends in home prices, rates of unemployment, general economic trends, interest rates, and regulations. A change in any one of these factors, or in factors that Royal Banks of Missouri does not anticipate, could cause the performance of residential real estate loans in Royal Banks of Missouri’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance or financial condition.

Out of Area Loans. As of December 31, 2015, 2014, and 2013, on a consolidated basis, approximately 20 percent, 21 percent, and 22 percent, respectively, of Royal Banks of Missouri’s loans consisted of loans made to borrowers out of the St. Louis metropolitan area. Such concentration of its loan portfolio exposes Royal Banks of Missouri to greater risk of loss in its loan portfolio than would be the case if those loans had been made within the area served by Royal Banks of Missouri. These loans represent a risk with respect to increased costs of monitoring loans and collateral, increased enforcement costs in the event of a default, and unfamiliarity with non-local conditions, trends, and historical performance. In addition, the performance of out of area loans may be influenced by a number of factors, including regional and local trends in real estate values, rates of unemployment, general economic trends, interest rates, and regulations not applicable to the St. Louis metropolitan area. A change in any one of these factors, or in factors that Royal Banks of Missouri does not anticipate, could cause the performance out of area loans in Royal Banks of Missouri’s portfolio to decline, leading to significant losses in its loan portfolio and a material deterioration in financial performance or financial condition.

Environmental Risks

A materially large portion of Royal Banks of Missouri’s loan portfolio is secured by real estate. During the ordinary course of business Royal Banks of Missouri may foreclose upon such assets and take title in the real estate. This exposes Royal Banks of Missouri to risks of various environmental hazards including, but not limited to, the presence of hazardous substances and the need to remediate environmental hazards. The costs of defending claims of an environmental nature, whether brought by a governmental agency or a third party, could be sufficiently great to materially adversely affect the financial condition of Royal Banks of Missouri, even if no liability were found. Further, liability for environmental hazards may materially adversely affect Royal Banks of Missouri’s financial condition, should Frontenac be held liable, or elect to assume liability in lieu of litigation.

U.S. Government Securities

During recent years the U.S. Congress has been deeply divided and this has resulted in periods of political instability during which it has been openly discussed that the U.S. Government might default upon its securities obligations. The mere consideration of possible default led one rating agency to down-grade U.S. Government securities, and another has considered such a downgrade. An event of default by the U.S. Government (or possibly even just another threat of default) could result in substantial disruptions to the global financial markets and have a material adverse effect upon the financial condition of Royal.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ROYAL

The following table sets forth certain financial information with respect to Royal, which is derived from the audited financial statements of Royal for the fiscal years ended December 31, 2015 and 2014. You should read this information in conjunction with Royal’s audited financial statements and related notes attached hereto as Annex F.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF FRONTENAC

The following table sets forth certain financial information with respect to Frontenac, which is derived from the audited financial statements of Frontenac for the fiscal years ended December 31, 2015 and 2014. You should read this information in conjunction with Frontenac’s audited financial statements and related notes attached hereto as Annex E.

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COMPARATIVE HISTORICAL AND PRO FORMA DATA

The following table sets forth for the common stock of each of Royal and Frontenac certain historical, pro forma, and pro forma-equivalent per share financial information. For the book value per share information, cash dividends, basic earnings per share, and diluted earnings per share information for the year ended December 31, 2015, the pro forma information assumes the merger had become effective on January 1, 2015. The pro forma data in the tables represents a current estimate based on available information of the combined company’s results of operations and is based on an exchange ratio of 0.0038 shares of common stock of Royal for each share of common stock or common stock equivalent of Frontenac (the exchange ratio that would have existed had the merger been consummated in January 2016), and assumes that 75 percent of the shares of Frontenac common stock (and equivalents) are converted into Royal common stock as a result of the merger, and that such Royal shares were outstanding for the period presented. The information in the following table is based on, and should be read together with, the historical financial information of Royal set forth in Annex F to this Proxy Statement/Offering Circular and the historical financial information of Frontenac set forth in Annex E to this Proxy Statement/Offering Circular.

As of December 31, 2015

(unaudited)

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables show unaudited pro forma financial information about the financial condition and results of operations of Royal, including per share data, after giving effect to the merger with Frontenac and other pro forma adjustments. The unaudited pro forma financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles, and that the assets and liabilities of Frontenac will be recorded by Royal at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the merger as if the merger had occurred in January 2016, using financial statements as of December 31, 2015. The unaudited pro forma condensed combined income statement for the year ended December 31, 2015, gives effect to the merger as if the merger had become effective at January 1, 2015. The unaudited selected pro forma combined financial information has been derived from and should be read in conjunction with the consolidated financial statements and related notes of Royal and Frontenac included elsewhere in this proxy statement/offering circular.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue, or other potential financial benefits of the merger. In addition, as explained in more detail in the accompanying notes, the preliminary exchange ratio reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual exchange ratio that will be used on the date of the merger.

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Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2015

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Unaudited Pro forma Condensed Combined Statement of Income for the

Year Ended December 31, 2015

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Income

Note 1 – Basis of Presentation

Royal has agreed to acquire Frontenac for a combination of cash and Royal common stock in an amount approximating 1.10 times the adjusted tangible equity capital of Frontenac, as defined in the Merger Agreement. If the merger had been consummated in January 2016, using data as of December 31, 2015, this total consideration would have been $27,944,558, including $1,657,858 in Frontenac merger-related costs assumed by Royal. Frontenac common and preferred shareholders may elect to take cash (which would have equaled $3.68 per share) or 0.0038 shares of Royal common stock, for each share of Frontenac common stock, or its equivalent in Frontenac preferred stock, exchanged in the merger. Frontenac preferred shareholders would have been entitled to convert their preferred shares to Frontenac common shares at December 31, 2015, at a conversion rate of 21.4938 Frontenac common shares for each share of Frontenac preferred stock. Following is the composition of Frontenac’s common and preferred shares, which includes undeclared, accrued dividends of $256,623, at December 31, 2015:

NOTE: THESE SHARE COMPUTATIONS AND EXCHANGE RATIOS ARE BASED ON INFORMATION AS OF DECEMBER 31, 2015. THE ACTUAL SHARE AMOUNTS AND EXCHANGE RATIOS TO BE USED WILL BE BASED ON INFORMATION AT THE MONTH END IMMEDIATELY PRECEDING THE MERGER DATE. THE AMOUNT AND EXCHANGE RATIOS USED IN THESE PRO FORMA FINANCIAL STATEMENTS ARE COMPUTED AS IF THE MERGER OCCURRED IN JANUARY 2016, USING FINANCIAL DATA AS OF DECEMBER 31, 2015.

The cash portion of the merger consideration will be limited to 25 percent of the total consideration, which would have been $6,579,060 for 25 percent of the Frontenac shares (1,787,788), for a January 2016 consummation of the merger. For the remaining 5,363,365 Frontenac common shares, Royal would have issued 20,381 Royal Class AA common shares valued at $21,365,498 based on the price for the other Frontenac common shares exchanged.

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The merger will be accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities for Frontenac have been marked to estimated fair value based upon conditions at December 31, 2015, and as if the transaction had been effective on January 1, 2015, for statement of income data. Since these are pro forma statements, there can be no assurance that the amounts reflected in these pro forma condensed combined financial statements would have been representative of the actual amounts earned had the companies been combined at that time.

Note 2 – Pro Forma Adjustments Footnotes

(1) To adjust Frontenac’s loans to fair value, which includes an $8,000,000 discount to adjust for credit deterioration of the acquired portfolio, and a $690,000 premium for interest rates. The $7,310,000 net discount is expected to be accreted over an estimated five-year life of the respective loans in a manner that approximates the level yield interest method.

(2) To eliminate Frontenac’s reserve for loan losses of $3,923,017.

(3) To adjust Frontenac’s fixed assets to fair value by $1.0 million related to premises, with amount amortized on a straight line basis over a 20-year weighted average remaining life.

(4) To record a core deposit intangible asset of $2.3 million, with amount amortized on a straight-line basis over a 10-year period. This asset was determined based upon the present value of the estimated future cash flows of core deposits discounted using a weighted average market rate.

(5) To adjust Frontenac’s time deposits to fair value by a decrease of $1,250,000, with amount amortized on a straight line basis over a three-year period.

(6) To adjust Frontenac’s long-term Federal Home Loan Bank advances to fair value by an increase of $32,000, with amount amortized on a straight line basis over a four-year period.

(7) To record a net deferred tax relating to the fair value adjustments and core deposit intangible using an assumed rate of 38 percent.

(8) To record the note payable to a Royal shareholder for the 25 percent cash portion of the transaction (which will require interest-only payments during its three-year maturity period at the floating rate of 90-day LIBOR plus 300 basis points, assumed for these pro forma financial statements to be 4.5 percent), and issuance of 20,381 Royal Class AA common shares for the remaining 75 percent of the purchase price.

(9) Effective tax rate assumed to be 38 percent.

(10) To record goodwill of $3,346,392 resulting from the difference of the purchase price and the fair value of identifiable net assets of Frontenac, computed as follows:

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At December 31, 2015, Royal Banks of Missouri and Frontenac Bank each independently exceeded all of their respective regulatory capital requirements. The following table sets forth the pro forma regulatory capital of Royal Banks of Missouri after giving effect to the merger, based upon the assumption that 75 percent of Frontenac common stock (and equivalents) will be converted into Royal common stock, at the ratio that would have existed had the merger been consummated in January 2016. On a pro forma basis after the merger, Royal Banks of Missouri’s pro forma regulatory capital will exceed all regulatory requirements.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Offering Circular contains certain forward-looking statements about the financial condition, results of operations and business of Royal and Frontenac and about Acquisition as the surviving bank following the merger. These statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, tax consequences and accounting treatment of the merger, receipt of regulatory approvals, and pro forma data for Royal after the merger. These statements appear in several sections of this Proxy Statement/Offering Circular, including “SUMMARY,” “RISK FACTORS,” “INFORMATION ABOUT ROYAL AND ROYAL BANKS OF MISSOURI,” “ROYAL AND ROYAL BANKS OF MISSOURI MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” “INFORMATION ABOUT FRONTENAC AND FRONTENAC BANK,” and “FRONTENAC AND FRONTENAC BANK MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” The forward-looking statements generally include any of the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “should,” “will” or “plans” or other similar expressions.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of Royal following the merger may differ materially from those expressed in these forward-looking statements. Many of the factors that could influence or determine actual results are unpredictable and not within the control of Royal. In addition, neither Royal nor Frontenac intends to, nor are they obligated to, update these forward-looking statements after this Proxy Statement/Offering Circular is distributed, even if new information, future events, or other circumstances have made them incorrect or misleading as of any future date.

Factors that may cause actual results to differ materially from those contemplated by forward-looking statements include, among others, those discussed in the section entitled “RISK FACTORS” beginning on page 13, including the following:

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THE FRONTENAC SPECIAL MEETING OF SHAREHOLDERS

This Proxy Statement/Offering Circular, and the accompanying proxy form and Election Form, are being furnished to you in connection with the solicitation by the board of directors of Frontenac of proxies to be used at the special meeting of shareholders for Frontenac and at any adjournments or postponements thereof. The special meeting for shareholders of Frontenac will be held at the Stegton Regency Banquet Center, 1450 Wall Street, St. Charles, Missouri 63303, at 10:00 a.m. on June 12, 2016. This Proxy Statement/Offering Circular, the notice of special meeting, and proxy form are first being sent to you on or about May 16, 2016.

Purpose of the Meeting

At the special meeting of shareholders of Frontenac, the shareholders will consider and vote upon a proposal to approve the merger and adopt the Merger Agreement, pursuant to which Frontenac will merge with and into Acquisition. Upon consummation of the merger Acquisition will be the survivor and a wholly-owned subsidiary of Royal, and the shareholders of Frontenac will elect to either become shareholders of Royal or receive cash as their merger consideration. Approval of the proposal will constitute approval of the merger and the Merger Agreement. A copy of the Merger Agreement is attached to this Proxy Statement/Offering Circular as Annex A.

Record Date

Holders of record of shares of common stock and preferred stock of Frontenac at the close of business on April 30, 2016, are entitled to receive notice of and to vote at the special meeting of shareholders of Frontenac. At the close of business on January 31, 2016, there were 5,276,270 shares of common stock of Frontenac outstanding held by approximately 138 record holders and 87,229 shares of preferred stock of Frontenac, held by 38 record holders.

Quorum; Required Vote

The holders of a majority of the outstanding shares of stock of Frontenac entitled to vote at the meeting must be present for a quorum to exist at the special meeting. To determine if a quorum is present, Frontenac intends to count (a) shares of common and preferred stock of Frontenac present at the special meeting either in person or by proxy, and (b) shares of common and preferred stock of Frontenac for which it has received signed proxies, but with respect to which the holders of such shares have abstained on any matter

Under the provisions of the Missouri Limited Liability Company Act and the Missouri General and Business Corporations Law, the affirmative vote of the holders of a two-thirds majority of the issued and outstanding shares of stock of Frontenac entitled to vote is required to approve the merger and Merger Agreement. Abstentions, failures to vote, and broker non-votes will have the effect of a vote against approval and adoption of the Merger Agreement.

Holders of Frontenac common stock and preferred stock are entitled to vote with respect to the merger, as a single class. Holders of common stock are entitled to one vote per share held as of April 30, 2016, the record date. Holders of preferred stock are entitled to the number of votes per share equal to the number of shares of common stock into which one share of preferred stock would have been convertible, had it been converted on the record date for the special meeting of shareholders. As of April 30, 2016, the record date, each share of Frontenac preferred stock was convertible into 22.18 shares of common stock.

On January 31, 2016, directors and executive officers of Frontenac owned 1,992,883 shares of common stock of Frontenac, or approximately 36 percent of the outstanding shares of common stock of Frontenac. On January 31, 2016, directors and executive officers of Frontenac owned 51,552 shares of preferred stock of Frontenac, or approximately 59 percent of the outstanding shares of preferred stock of Frontenac.

On January 31, 2016, no directors and executive officers of Royal owned any shares of common stock or preferred stock of Frontenac.

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The board of directors of Frontenac believes that the merger and the Merger Agreement are advisable to, fair to, and in the best interests of the shareholders of Frontenac, and has unanimously approved the merger and the Merger Agreement.

Proxies

The persons named on the accompanying proxy form will vote all shares of Frontenac common stock and preferred stock represented by properly executed proxies that have not been revoked. If no instructions are indicated, the persons named as proxies will vote the shares “FOR” approval and adoption of the merger and the Merger Agreement. Proxies marked “ABSTAIN” will have the effect of a vote “AGAINST” approval and adoption of the merger and the Merger Agreement.

If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. Your broker or bank will vote your shares only if you provide instructions on how to vote by following the information provided to you by your broker or bank. Failure to instruct your broker or bank on how to vote your shares will have the effect of a vote “AGAINST” approval and adoption of the merger and the Merger Agreement.

Because approval and adoption of the merger and the Merger Agreement requires the affirmative vote of a two-thirds majority of all votes entitled to be cast, abstentions, failures to vote, and broker non-votes will have the same effect as a vote against approval and adoption of the merger and the Merger Agreement.

You may revoke a previously submitted proxy at any time prior to its exercise at the special meeting:

If your shares are held in an account at a broker, you should contact your broker to change your vote.

All written notices of revocation and other communications with respect to revocation of proxies with respect to Frontenac should be delivered to 3330 Rider Trail Drive, Earth City, Missouri 63045, Attention: Dana R. Drummond, Assistant Secretary.

Solicitation of Proxies

Frontenac will pay all the costs of soliciting proxies from its shareholders. Frontenac will reimburse brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses, if any, incurred by them in sending proxy materials to the beneficial owners of common stock of Frontenac. In addition to solicitations by mail, directors, officers, and employees of Frontenac may solicit proxies personally or by telephone without additional compensation.

Authority to Adjourn Special Meeting to Solicit Additional Proxies

Frontenac is asking its shareholders to grant full authority for the special meeting to be adjourned, if necessary, to permit solicitation of additional proxies to approve the transactions proposed in this Proxy Statement/Offering Circular.

Shareholder Right to Dissent

Shareholders of Frontenac have the dissenter’s rights afforded to them under the Section 351.455 of the Revised Statutes of Missouri. To perfect dissenter’s rights a shareholder must file with Frontenac prior to or at the Frontenac special meeting of shareholders a written objection to the Merger Agreement (which constitutes the plan of merger) and must not vote in favor of the merger or Merger Agreement (a single vote is to be taken with respect to the proposed approval of the merger and the Merger Agreement).

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Thereafter, a dissenting shareholder must, within 20 days after the merger is consummated, make a written demand on Acquisition, as the surviving entity in the merger, for payment of fair value for the dissenting shareholder’s Frontenac shares (under the terms of the Merger Agreement, payment is to be made by Royal, not Acquisition, but Missouri law requires that the demand be made on Acquisition). Fair value is measured as of the day prior to the date on which the special meeting of shareholders of Frontenac takes place. The demand must state the number and class of shares owned by the dissenting shareholder. Any shareholder failing to make demand within the 20-day period is conclusively presumed to have consented to the merger and will be bound by the terms of the Merger Agreement. Under the terms of the Merger Agreement, any shareholder failing to duly and timely make the demand for fair value will receive shares of Royal common stock as such shareholder’s merger consideration (subject to the SEC limits on stock merger consideration issued to non-accredited investors).

If, within 30 days after the consummation of the merger, Acquisition and the dissenting shareholder agree upon the fair value of the shareholder’s shares, payment therefor must be made within 90 days after the consummation of the merger, upon the shareholder surrendering the certificate(s) representing the shares held by the shareholder. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in the shares or in Frontenac (or the surviving entity).

If no agreement is reached within such 30-day period, then the dissenting shareholder may, within 60 days after the expiration of the 30-day period, file a petition in any court of competent jurisdiction within the county (St. Louis County) in which the registered office of the surviving entity (Acquisition) is situated, asking for a finding and determination of the fair value of the shares owned by the dissenting shareholder. The judgment will be payable only upon and simultaneously with the surrender to Acquisition of the certificate(s) representing the shares. Upon payment of the judgment, the dissenting shareholder will cease to have any interest in the shares or in Frontenac (or the surviving entity). If the dissenting shareholder fails to file a petition within the 60-day period for filing, such shareholder and all persons claiming under him, her, or it, are conclusively presumed to have approved and ratified the merger and will be bound by the terms of the Merger Agreement. Under the terms of the Merger Agreement, any shareholder failing to duly and timely perfect dissenter’s rights will receive shares of Royal common stock as such shareholder’s merger consideration (subject to the SEC limits on stock merger consideration issued to non-accredited investors).

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 351.455 RSMo FOR PERFECTING DISSENTER’S RIGHTS MAY RESULT IN THE LOSS OF DISSENTER’S RIGHTS, IN WHICH EVENT A SHAREHOLDER WILL ONLY BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION IN ACCORDANCE WITH THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 351.455 RSMo, SHAREHOLDERS WHO ARE CONSIDERING EXERCISING DISSENTER’S RIGHTS ARE URGED CONSULT THEIR OWN LEGAL ADVISORS.

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THE MERGER

The discussion in this Proxy Statement/Offering Circular of the merger of Frontenac with and into Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached hereto as Annex A, and the other annexes attached to, and incorporated by reference into, this Proxy Statement/Offering Circular.

Description of the Merger

The Merger Agreement provides for Frontenac to merge with and into Acquisition and the separate existence of Frontenac to cease. Shareholders of Frontenac will be entitled to receive, at their election, for each one share of Frontenac common stock (or its equivalent):

Holders of Frontenac preferred stock will be entitled to receive the merger consideration they would have been eligible to receive had those shares been converted to Frontenac common stock at the time of the merger.

The exact amount of Royal common stock or cash received for each one share of Frontenac common stock (or its equivalent) cannot be determined until near the time of the merger. Under the terms of the Merger Agreement, the exact amount of merger consideration, in the aggregate and per share of Frontenac common stock (or its equivalent), will be determined as of the last day of the calendar month immediately preceding the closing of the merger transaction. For a description of the calculation of the merger consideration, see “THE MERGER AGREEMENT—Calculation of Merger Consideration” at page 64.

Had the merger been consummated in January 2016, the merger consideration per share of Frontenac common stock (or its equivalent) would have been 0.0038 shares of Class AA Common stock of Royal or $3.68. There can be no assurance as to what amounts the merger consideration will be, at the closing of the merger; it could be materially more or materially less than the amounts described here.

Under certain circumstances, a Frontenac shareholder may receive merger consideration different from what he or she has elected. Some shareholders of Frontenac common stock may receive both stock of Royal and cash, due to limits imposed by the SEC on the dollar value of securities that non-accredited investors may receive as merger consideration. In addition, the cash portion of the merger consideration is capped at 25 percent of the aggregate merger consideration, excluding cash paid in lieu of fractional shares and cash paid to dissenters. Cash paid in lieu of Royal common stock to non-accredited investors will be included in the 25 percent cap on the cash merger consideration. If the cash portion of the merger consideration is oversubscribed, all shareholders of Frontenac electing to receive cash as their merger consideration will receive some cash and some common stock of Royal as their merger consideration.

Royal will not issue any fractional shares of Royal common stock. Instead, any shareholder of Frontenac who is otherwise entitled to a fractional share of stock of Royal will receive cash equal to the product of (x) the fraction of a share of common stock of Royal to which the shareholder otherwise would be entitled, times the per share amount of cash merger consideration.

Election Form to be Completed and Delivered to Exchange Agent by June 9, 2016

Enclosed with this Proxy Statement/Offering Circular is a yellow Election Form, pursuant to which each shareholder of Frontenac is to elect the form of merger consideration to be received for his, her, or its shares of Frontenac, should the merger be consummated. Under the terms of the Merger Agreement, if a holder of Frontenac common stock or preferred stock fails to deliver a properly completed Election Form no later than 5:00 pm St. Louis time, on June 9, 2016, to Royal Banks, in its capacity as exchange agent under the Merger Agreement, the holder of such shares will receive Royal common stock as his, her, or its merger consideration after the consummation of the merger (subject to SEC limits on stock merger consideration that may be issued to non-accredited investors).

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Background of the Merger and Reasons for the Merger and Recommendation of Frontenac Board of Directors

In early 2015 Royal engaged Sandler O’Neill + Partners, LP to assist in finding a possible merger candidate. As a result of these discussions, Royal considered several possible targets for acquisition. On March 25, 2015, Royal entered into a letter of intent to combine with one potential target (located in St. Louis with assets of more than $150 million). After Royal conducted due diligence on this target, Royal elected to withdraw from the potential transaction, terminating the letter of intent on May 29, 2015.

On June 4, 2015, Stephen A. Baden, President and Chief Executive Officer of Royal reached out to Robert D. Roberson, President and Chief Executive Officer of Frontenac. Over the previous ten years Royal and Frontenac managements had conducted several informal merger discussions. Given the identification of Frontenac as a potential merger partner by Sandler O’Neill and the strong working relationship between the two companies’ management teams, Mr. Baden had determined that Frontenac was a logical candidate for a merger.

Starting with the meeting on June 4, 2015, the two management groups commenced a series of meetings (detailed below) in which they considered the potential benefits arising from a merger, long-range goals for a combined entity, potential cohesiveness of the two organizations, and possible transaction structures. A consensus was reached that there were significant benefits to both companies arising out of a merger.

Both the Royal and Frontenac boards of directors were actively involved in working with their respective management groups during the negotiation of the Merger Agreement. After Mr. Baden’s initial meeting with Mr. Roberson, Mr. Baden met with a group of Royal and Royal Banks of Missouri directors (which included all of the Royal directors except Mr. Sansone; Mr. Sansone was informed of the possible transaction by telephone conference with Mr. Baden). Subsequently, weekly meetings were held with the director group and Mr. Baden to discuss progress in the negotiations. Four directors from Royal met with a group of Frontenac directors on two occasions during the progress of the negotiations. On August 27, 2015, Royal directed counsel to prepare a definitive agreement based upon terms agreed upon in principle by Royal and Frontenac. On November 5, 2015, Sandler O’Neill and counsel for Royal met with the Royal board of directors. At that meeting Sandler O’Neill gave its oral fairness opinion, confirmed in writing on November 10, 2015. Also on November 10, 2015, the Royal board of directors approved the merger and the Merger Agreement.

With respect to involvement of the Frontenac board of directors, Mr. Roberson advised the Frontenac board of director’s Executive Committee and Gerald Scheidegger, Frontenac’s second largest shareholder, shortly after Mr. Roberson was contacted by Mr. Baden in early June 2015. The Frontenac Executive Committee plus Mr. Scheidegger together constituted an ad hoc committee with respect to the merger. Beginning in mid-July 2015, Mr. Roberson and the ad hoc committee met almost weekly to discuss the proposed merger and the status of negotiations. On a monthly basis, Mr. Roberson provided written summaries of the negotiations to the Frontenac board of directors. In August 2015 the ad hoc committee engaged Sheshunoff & Co., an investment banking firm with expertise in banking, to provide to Frontenac advice on the proposed merger and a fairness opinion. The ad hoc committee met with a representative of Sheshunoff on September 30, 2015, and again on November 9, 2015. During the November meeting, Sheshunoff & Co. provided its fairness opinion on the proposed merger. On November 10, 2015, Frontenac’s board of directors approved the Merger Agreement and the merger. Since the initial execution of the Merger Agreement on November 12, 2015, the ad hoc committee has continued to meet to discuss the status of the Merger Agreement, the merger, and matters related to the merger, and the ad hoc committee has provided updates to the Frontenac board of directors.

During the late spring and summer of 2015, both companies did an in-depth analysis of the subsidiary bank owned by the other party. This due diligence included, but was not limited to, contracts, loan files, human resource records, securities portfolios, and other assets, including other real estate owned. Royal engaged the Brown Smith Wallace LLC accounting firm to provide a “mark to market” valuation of Frontenac’s loan portfolio. The Merger Agreement was negotiated over the course of several weeks, with the final Merger Agreement executed on November 12, 2015. On March 10, 2016, Frontenac, Royal, and Acquisition executed an Amended and Restated Agreement and Plan of Merger (providing that the effective date remains November 12, 2015), primarily correcting clerical errors in the original agreement. All references in this Proxy Statement/Offering Circular to the Merger Agreement refer to the Amended and Restated Agreement and Plan of Merger.

Following is a time line of the meetings held in 2015 among the management groups (and advisors) with each other and with board members of Royal and Frontenac.

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June 4—Mr. Baden and Mr. Roberson met; Mr. Baden disclosed that Royal had withdrawn from negotiations with a different banking organization.

July 8—Five members of the Royal board of directors (including Mr. Baden) met with the Frontenac ad hoc committee to discuss a potential transaction.

July 10—Mr. Baden met with the Frontenac ad hoc committee to express Royal’s interest in pursuing a transaction with Frontenac.

July 21—Mr. Baden and Mr. Roberson met to discuss the opportunities arising from a potential transaction and to outline steps for completing a transaction.

July 24—Members of Royal’s board of directors (including Mr. Baden) met with the Frontenac ad hoc committee, to discuss the long-term potential for a combined organization.

August 7—Mr. Baden and Mr. Roberson met to discuss opportunities arising from the potential transaction and to plan a meeting between Mr. Baden and the Frontenac ad hoc committee (which took place August 17).

August 14—Mr. Baden and Mr. Roberson met to discuss opportunities arising from the potential transaction.

August 17—Mr. Baden and Mr. Roberson met to discuss opportunities arising from the potential transaction.

August 17—Mr. Baden met with the Frontenac ad hoc committee, to provide an update of ongoing negotiations and the position of Royal with respect to the opportunities arising from the potential transaction.

August 21—Mr. Baden and Mr. Roberson met to discuss opportunities arising from the potential transaction.

September 2—Mr. Baden met with Mr. Roberson and staff to discuss due diligence issues.

September 3—Mr. Baden met with Mr. Roberson to discuss opportunities arising from the potential transaction.

September 11—Mr. Baden met with Mr. Roberson to discuss opportunities arising from the potential transaction.

September 12—Mr. Baden met with Mr. Roberson to review the due diligence report.

September 15—Mr. Baden met with Mr. Roberson to discuss opportunities arising from the potential merger and potential cost savings for the merged organization.

September 18—Mr. Baden met with Mr. Roberson to discuss the mechanics of a securities offering and compliance with SEC rules.

September 24—Mr. Baden met with Mr. Roberson to discuss compliance with SEC rules.

September 25—Mr. Baden met with Mr. Roberson to discuss the valuation of Royal, strategies to close the transaction, and the mechanics of data conversion.

October 2—Mr. Baden met with Mr. Roberson to discuss opportunities arising from the potential transaction.

October 9—Mr. Baden met with Mr. Roberson to discuss opportunities arising from the potential merger.

October 13—Mr. Baden and Mr. Roberson met with a public relations firm.

October 20—Mr. Baden and Mr. Roberson met socially, with their respective spouses.

November 12—Mr. Baden and Mr. Roberson met twice, in connection with execution of the Merger Agreement.

In reaching its decision to approve the merger and the Merger Agreement and to authorize management to execute and deliver the Merger Agreement, the boards of directors of Frontenac and Royal considered a number of factors, including, but not limited to, the following, which are set forth in no particular order:

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The foregoing discussion of the information and factors considered by the boards of directors of each of Frontenac and Royal is not intended to be exhaustive, but includes all material factors they considered. In arriving at its determination to approve the merger and the Merger Agreement, and to recommend that the shareholders of Frontenac vote to approve them, the board of directors of Frontenac did not assign any relative or specific weights to the above factors, and individual directors may have given different weights to different factors.

THE BOARD OF DIRECTORS OF FRONTENAC UNANIMOUSLY RECOMMENDS TO THE FRONTENAC SHAREHOLDERS THAT THEY APPROVE THE MERGER AND MERGER AGREEMENT AT THE SPECIAL MEETING OF FRONTENAC SHAREHOLDERS.

Financial Advisors and Their Opinions

Each of Frontenac and Royal engaged financial advisors to assist it in considering the proposed merger and in negotiating the terms of the Merger Agreement. Frontenac engaged Sheshunoff & Company and Royal engaged Sandler O’Neill + Partners, LP. Prior to the boards of directors of Frontenac and Royal approving the merger and the Merger Agreement, each received from its respective financial advisor an opinion with respect to the terms of the merger.

Fairness Opinion of Sheshunoff, Financial Advisor to Frontenac

Frontenac retained Sheshunoff to provide an opinion as to the fairness from a financial viewpoint to Frontenac’s shareholders of the merger consideration to be received by the shareholders of Frontenac. As part of its investment banking business, Sheshunoff is regularly engaged in the valuation of securities in connection with mergers and acquisitions and valuations for estate, corporation, and other purposes. Frontenac retained Sheshunoff based upon its experience as a financial advisor in mergers and acquisitions of financial institutions and its knowledge of financial institutions.

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On November 9, 2015, Sheshunoff rendered its fairness opinion to the board of directors of Frontenac that, as of such date, the merger consideration was fair, from a financial point of view, to Frontenac. The full text of the fairness opinion which sets forth, among other things, assumptions made, procedures followed, matters considered, and limitations on the review undertaken, is attached as Annex B. You are urged to read Sheshunoff’s fairness opinion carefully and in its entirety. The fairness opinion is addressed to the board of directors of Frontenac and does not constitute a recommendation to any shareholder of Frontenac as to how he or she should vote at the special meeting of shareholders of Frontenac.

In connection with the fairness opinion, Sheshunoff:

For the purposes of its fairness opinion, Sheshunoff assumed and relied upon, without independent verification, the accuracy and completeness of the information provided to it by Frontenac. Sheshunoff assumed that any projections provided by or approved by Frontenac were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Frontenac’s management. Sheshunoff assumed such forecasts and projections will be realized in the amounts and at times contemplated thereby.

Sheshunoff did not make an independent evaluation of the assets or liabilities (including any contingent, derivative, or off-balance-sheet assets or liabilities) of Frontenac or Royal nor was Sheshunoff furnished with any such appraisal. Sheshunoff assumed that any off-balance-sheet activities of Frontenac or Royal will not materially and adversely impact the future financial position or results of operation of Royal after the merger. Sheshunoff is not an expert in the evaluation of loan portfolios for the purposes of assessing the adequacy of the allowance for loan and lease losses and assumed that such allowances for Frontenac and Royal are, respectively, adequate to cover such losses.

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Sheshunoff assumed that the Merger Agreement, as provided to Sheshunoff, will be without any amendment or waiver of, or delay in the fulfillment of, any terms or conditions set forth in the terms provided to Sheshunoff or any subsequent development that would have a material adverse effect on Frontenac or Royal and thereby on the results of its analyses. Sheshunoff assumed that any and all regulatory approvals, if required, will be received in a timely fashion and without any conditions or requirements that could adversely affect the consummation of the merger.

The fairness opinion is necessarily based on economic, market, regulatory, and other conditions as in effect on, and the information made available to Sheshunoff as of November 9, 2015.

In rendering the fairness opinion, Sheshunoff performed a variety of financial analyses. The preparation of an opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Consequently, the fairness opinion is not readily susceptible to partial analysis or summary description. Moreover, the evaluation of fairness, from a financial point of view, of the merger consideration is to some extent subjective, based on the experience and judgment of Sheshunoff, and not merely the result of mathematical analysis of financial data. Sheshunoff did not attribute particular weight to any analysis or factor considered by it. Accordingly, notwithstanding the separate factors summarized below, Sheshunoff believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all analyses and factors, could create an incomplete view of the evaluation process underlying its opinion. The ranges of valuations resulting from any particular analysis described below should not be taken to be Sheshunoff’s view of the actual value of Frontenac, Royal, or the combined entity.

In performing its analyses, Sheshunoff made numerous assumptions with respect to industry performance, business, and economic conditions, and other matters, many of which are beyond the control of Frontenac or Royal. The analyses performed by Sheshunoff are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, Sheshunoff’s analyses should not be viewed as determinative of the opinion of the board of directors or the management of Frontenac with respect to the value of Frontenac or Royal or to the fairness of the merger consideration.

The following is a summary of the analyses performed by Sheshunoff in connection with its opinion. The discussion utilizes financial information concerning Frontenac and Royal as of September 30, 2015, that is believed to be reliable, accurate, and complete; however, Sheshunoff cannot guarantee the reliability, accuracy, or completeness of any such publicly available information.

Pursuant to a Merger Agreement dated on or about November 12, 2015, Royal has agreed to pay 1.10 times the Frontenac adjusted tangible shareholders’ equity as of the end of the calendar month immediately preceding the closing under the Merger Agreement. As of September 30, 2015, the aggregate merger consideration was equal to approximately $26,461,000. The merger consideration will be paid in Royal common stock or cash for all of the outstanding shares of common and preferred stock of Frontenac. The cash consideration is limited to 25 percent of the aggregate merger consideration. The value of the total merger consideration may be adjusted pursuant to the terms of the Merger Agreement.

Frontenac Discounted Cash Flow Analysis: Using discounted cash flow analysis, Sheshunoff estimated the present value of the future after-tax cash flow streams that Frontenac could produce on a stand-alone basis through September 30, 2020, under various circumstances, assuming that it performed in accordance with the projections provided by Frontenac’s management.

Sheshunoff estimated the terminal value for Frontenac at the end of September 30, 2020, by (1) multiplying the final period projected earnings by one plus the assumed annual long-term growth rate of the earnings of Frontenac of 4.0 percent (or 1.04) and (2) dividing this product by the difference between the required rates of return shown below and the assumed annual long-term growth rate of earnings of 4 percent in (1) above. Sheshunoff discounted the annual cash flow streams (defined as all earnings in excess of that which is required to maintain a tangible common equity to tangible asset ratio of 8.0 percent) and the terminal values using discount rates ranging from 13.00 percent to 15.00 percent. The discount range was chosen to reflect different assumptions regarding the required rates of return of Frontenac and the inherent risk surrounding the underlying projections. This discounted cash flow analysis indicated a range of fully diluted values per share of $2.72 to $3.52 as shown in the table below compared to the estimated merger consideration of $3.68 per fully diluted share.

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Analysis of Selected Transactions: Sheshunoff performed an analysis of premiums paid in selected recently announced acquisitions of banking organizations with comparable characteristics to the merger. Two sets of transactions were selected to ensure a thorough analysis.

The first set of comparable transactions consisted of a group of selected transactions for banks and thrifts in the United States for which pricing data were available, with the following characteristics: total assets between $100 million and $1 billion that were announced since January 1, 2014, a positive return on average assets, and a non-performing assets to total assets ratio greater than 4.0 percent. These comparable transactions consisted of 21 mergers and acquisitions of banks with total assets ranging between $102.1 million and $858.6 million that were announced between January 8, 2014, and October 5, 2015. The analysis yielded multiples of the purchase prices in these transactions as summarized below:

The median pricing multiples in the comparable transactions were generally in-line or lower than those under the merger agreement.

The second set of comparable transactions consisted of a group of selected transactions for banks in the Midwest Region of the United States as defined by SNL Financial for which pricing data were available, with the following characteristics: total assets between $100 million and $1 billion that were announced since January 1, 2014, a positive return on average assets, and a non-performing assets to total assets ratio greater than 4.0 percent. These comparable transactions consisted of eight mergers and acquisitions of banks with total assets ranging between $120.6 million and $858.6 million that were announced between April 22, 2014 and June 4, 2015. The analysis yielded multiples of the purchase prices in these transactions as summarized below:

The median pricing multiples in the comparable transactions were in-line or lower than those under the merger agreement.

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Contribution Analysis: Sheshunoff reviewed the relative contributions of Frontenac and Royal to the combined company based on regulatory data as of September 30, 2015, for Frontenac and Royal. Sheshunoff compared the pro forma ownership interests (which excludes the cash component of the merger consideration) of Frontenac and Royal of 25.6 percent and 74.4 percent, respectively, to: (1) total assets of 40.5 percent and 59.5 percent, respectively; (2) total loans of 38.0 percent and 62.0 percent, respectively; (3) total deposits of 42.5 percent and 57.5 percent, respectively; (4) net-interest income of 36.0 percent and 64.0 percent, respectively; (5) non-interest income was not meaningful due to charge-offs at Frontenac; (6) non-interest expenses of 41.6 percent and 58.4 percent, respectively; (7) September 30, 2015 LTM earnings of 15.9 percent and 84.1 percent, respectively; and (8) total tangible equity of 29.4 percent and 70.6 percent, respectively. The contribution analysis shows that the ownership of Frontenac shareholders in the combined company is generally lower than the contribution of the components listed but is in-line with the tangible equity when accounting for 25 percent of the consideration being in cash. The contributions are shown in the table following.