Deutsche Bk SEC Filings

Deutsche Bank AG (DB) has filed a preliminary 424B2 pricing supplement for the issuance of 5.50% Fixed-Rate Callable Senior Preferred Notes due 25 July 2035.

The notes are unsecured, unsubordinated "senior preferred" obligations that rank above DB’s senior non-preferred debt but remain subject to European Resolution Measures (bail-in, write-down or conversion) if the bank is deemed non-viable. Annual interest is paid in arrears every 25 July, beginning 2026, on a 30/360 basis. DB may redeem the notes at par in whole (not in part) on any 25 January or 25 July from 2027 through 2035, giving at least five business days’ notice, creating reinvestment risk for holders.

Key commercial terms: Issue price 100%; minimum denomination US$1,000; CUSIP 25161FY51; settlement expected 25 July 2025 via DTC. DBSI, an affiliate, acts as sole agent and will receive up to US$40 per note in underwriting discount, implying 4.0 % of face value, with concessions to selected dealers. The notes will not be listed, and secondary liquidity is expected to be thin.

Principal risks highlighted: (1) Potential loss of principal through bail-in; (2) credit deterioration or downgrade of DB; (3) call risk if market rates fall; (4) limited events of default—only German insolvency triggers acceleration; (5) no FDIC insurance or collateral; (6) possible price volatility driven by rates, inflation, DB’s credit spreads, and supply-demand dynamics.

The notes are intended to qualify as eligible liabilities under CRR Article 72b for MREL purposes, supporting DB’s resolution capital stack. Proceeds will be used for general corporate purposes. Investors must rely solely on DB’s credit and should assess suitability in light of bail-in legislation, liquidity constraints and call features.

Deutsche Bank AG (DB) is marketing a new tranche of senior preferred debt titled 6.00% Fixed Rate Callable Senior Debt Funding Notes due July 25, 2045. The preliminary pricing supplement (Form 424B2) outlines a $1,000 minimum denomination security that pays a fixed 6.00% annual coupon with payments each July 25, beginning 2026. The notes price at 100% of principal for retail accounts, while eligible institutional and fee-based advisory accounts may pay between $950.10 and $1,000 per note, reflecting a foregone selling concession. Underwriting discounts are up to $50 (5%) per note, leaving net proceeds to DB of roughly 95% of face value.

The securities are unsecured, unsubordinated senior preferred obligations, ranking ahead of DB’s senior non-preferred debt but behind covered deposits and certain other super-senior liabilities. They are intended to qualify as eligible liabilities (MREL/TLAC) under Article 72b(2) CRR and therefore carry explicit “bail-in” risk: a competent EU resolution authority may write down, convert to equity, transfer, amend or cancel the notes if DB is deemed “failing or likely to fail.” Investors must expressly consent to such Resolution Measures, which would not constitute an event of default.

Issuer call option: DB may redeem the notes in whole (not in part) at par on any semi-annual Optional Redemption Date—each January 25 and July 25—from July 25 2026 through January 25 2045, subject to five business-days’ notice and regulatory approval. This exposes holders to reinvestment risk if rates fall.

Key risks highlighted include: (i) credit deterioration of Deutsche Bank; (ii) inflation and rising rates reducing market value; (iii) potential bail-in loss of principal/interest; (iv) limited events of default—only German insolvency proceedings trigger acceleration; (v) lack of exchange listing and potentially thin secondary liquidity; and (vi) market factors (time to maturity, supply/demand, geopolitical events) affecting price.

The notes settle July 25 2025 via DTC (CUSIP 25161FDE5). Use of proceeds is “general corporate purposes.” Deutsche Bank Securities Inc. (an affiliate) acts as sole agent, creating a FINRA Rule 5121 conflict of interest disclosure.

Overall, the document presents a long-dated, high-coupon fixed-rate instrument that offers senior preferred status but embeds significant regulatory bail-in and issuer call risks, demanding careful credit and liquidity assessment by investors.