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Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2)
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| The information in this preliminary pricing supplement is not complete and may be changed. |
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Preliminary Pricing Supplement
Subject to Completion: Amendment No. 1 dated March 23, 2026
to the Preliminary Pricing Supplement dated March 18, 2026
Pricing Supplement dated March __, 2026 to the
Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023 and the Product Supplement No. 1B dated July 22,
2025 |
|
$
Redeemable Fixed to Floating Range Accrual Notes
Based on the 10-Year CMT Rate,
Due April 1, 2036
Royal Bank of Canada |
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|
|
Royal Bank of Canada is offering the Redeemable
Fixed to Floating Range Accrual Notes Based on the 10-year CMT rate (the “Notes”) described below.
| · | The Notes will accrue interest, payable quarterly,
at a rate equal to: |
| o | from and including the Issue Date to but excluding April 1, 2027 (the “Fixed Rate Period”):
9.25% per annum; and |
| o | from and including April 1, 2027 to but excluding the Maturity Date (the “Floating Rate Period”):
9.25% per annum, but only on each calendar day for which the Reference Rate is (a) greater than or equal to the Lower Barrier of 0.00%
per annum and (b) less than or equal to the Upper Barrier of 5.00% per annum. You may not receive any interest payments during the Floating
Rate Period. |
| · | We may redeem the Notes in whole, but not in part,
as described under “Key Terms” below. |
| · | The Reference Rate is the 10-year CMT rate. |
| · | Any payments on the Notes are subject to our credit
risk. |
| · | The Notes will not be listed on any securities
exchange. |
CUSIP: 78014RR51
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-7 of this pricing supplement and “Risk Factors”
in the accompanying prospectus, prospectus supplement and product supplement.
None of the Securities and Exchange Commission
(the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed
upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
Canadian or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are not subject to conversion into our
common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
| |
Per Note |
Total |
| Price to public(1) |
100.00% |
$ |
| Underwriting discounts and commissions(1) |
|
$ |
| Proceeds to Royal Bank of Canada |
|
$ |
(1) RBC Capital Markets, LLC will purchase
the Notes from us on the Issue Date at purchase prices between $955.00 and $1,000.00 per $1,000 principal amount of Notes, and will pay
all or a portion of its underwriting discount of up to $45.00 per $1,000 principal amount of Notes to certain selected broker-dealers
as a selling concession. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts and/or eligible institutional
investors may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing
the Notes in these accounts and/or for an eligible institutional investor may be as low as $955.00 per $1,000 principal amount of Notes.
See “Supplemental Plan of Distribution (Conflicts of Interest)” below.
The initial estimated value of the Notes determined
by us as of the Pricing Date, which we refer to as the initial estimated value, is expected to be between $900.00 and $950.00 per $1,000
principal amount of Notes and will be less than the public offering price of the Notes. The final pricing supplement relating to the
Notes will set forth the initial estimated value. The market value of the Notes at any time will reflect many factors, cannot be predicted
with accuracy and may be less than this amount. We describe the determination of the initial estimated value in more detail below.
RBC Capital Markets, LLC
| | |
| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
KEY TERMS
The information in this “Key Terms”
section is qualified by any more detailed information set forth in this pricing supplement and in the accompanying prospectus, prospectus
supplement and product supplement.
| Issuer: |
Royal Bank of Canada |
| Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
| Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
| Pricing Date: |
March 30, 2026 |
| Issue Date: |
April 1, 2026 |
| Maturity Date:* |
April 1, 2036 |
| Interest Rate: |
For each Interest Period occurring from and including the Issue
Date to but excluding April 1, 2027 (the “Fixed Rate Period”):
9.25% per annum |
| For each Interest Period occurring from and including April 1, 2027 to but excluding the Maturity Date (the “Floating Rate Period”), a per annum rate calculated as follows: |
| 9.25% × |
the actual number of Accrual Days in that Interest Period |
|
| the actual number of calendar days in that Interest Period |
| where an “Accrual Day” means a calendar day for which the Reference Rate is (a) greater than or equal to the Lower Barrier and (b) less than or equal to the Upper Barrier |
| Lower Barrier: |
0.00% per annum |
| Upper Barrier: |
5.00% per annum |
| Reference Rate: |
With respect to any relevant day during the Floating Rate Period,
the Reference Rate will be the 10-year constant maturity Treasury (“CMT”) rate, determined as set forth under “Additional
Terms of Your Notes—Supplemental Terms of the Notes” in this pricing supplement, for that day, provided that, if any
day is not a U.S. Government Securities Business Day, the Reference Rate for that day will be the 10-year CMT rate for the immediately
preceding U.S. Government Securities Business Day.
Notwithstanding the foregoing, for each day from and including
the fifth U.S. Government Securities Business Day immediately preceding an Interest Payment Date to but excluding that Interest Payment
Date, the Reference Rate will be the 10-year CMT rate for the fifth U.S. Government Securities Business Day immediately preceding that
Interest Payment Date. |
| Interest Payment Dates:* |
Quarterly, on the 1st calendar day of April, July, October and January of each year, beginning on July 1, 2026 and ending on the Maturity Date. If an Interest Payment Date is not a business day, interest will be paid on the next business day, without adjustment to the end date of the relevant Interest Period, and no additional interest will be paid in respect of the postponement. |
| Interest Period: |
Each period from and including an Interest Payment Date (or, for the first Interest Period, the Issue Date) to but excluding the next following Interest Payment Date |
| P-2 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
| Payment at Maturity: |
If the Notes are not redeemed at our option,
we will pay you the principal amount, together with any applicable interest payment, on the Maturity Date.
All payments on the Notes are subject to our credit risk. |
| Redemption: |
The Notes are redeemable at our option, in whole, but not in part, on any Call Date upon 10 business days’ prior written notice. If we redeem the Notes, we will pay you the principal amount, together with any applicable interest payment, on the relevant Call Date. No further payments will be made on the Notes. |
| Call Dates:* |
The Interest Payment Date scheduled to occur on April 1, 2027 and each Interest Payment Date thereafter |
| Day Count Convention: |
30 / 360 |
| Calculation Agent: |
RBCCM |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Payment Date” in the accompanying product supplement.
| P-3 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together
with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior
Global Medium-Term Notes, Series J, of which the Notes are a part, and the product supplement no. 1B dated July 22, 2025. This pricing
supplement, together with these documents, contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements
as well as any other written materials, including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours.
We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed
below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. These documents are an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each such document is current only as of its date.
If the information in this pricing supplement differs
from the information contained in the documents listed below, you should rely on the information in this pricing supplement.
You should carefully consider, among other things,
the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the documents
listed below, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the Notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
| · | Prospectus dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Product Supplement No. 1B dated July 22, 2025: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010325009131/dp231901_424b2-opsn1b.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used
in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us”
mean only Royal Bank of Canada.
Supplemental Terms of the Notes
Determination of the 10-Year CMT Rate
The 10-year CMT rate on any U.S. Government Securities
Business Day is the yield for non-inflation-indexed Treasury securities at “constant maturity” for the 10-year designated
maturity as published by the Federal Reserve System Board of Governors, or its successor, on its website or in another recognized electronic
source for that day, as determined by the Calculation Agent in its sole discretion.
If that rate does not appear on the website of
the Federal Reserve System Board of Governors, or its successor, or in another recognized electronic source by 5:00 p.m., New York City
time, on the first U.S. Government Securities Business Day following the relevant U.S. Government Securities Business Day that is a date
of determination, then the 10-year CMT rate for the relevant date of determination will be the yield for Treasury securities at “constant
maturity” for the 10-year designated maturity that (a) has been published by the Federal Reserve System Board of Governors or the
U.S. Department of the Treasury; and (b) is determined by the Calculation Agent to be comparable to the applicable rate that would otherwise
have been published on the website of the Federal Reserve System Board of Governors, or its successor, or in another
| P-4 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
recognized electronic source for that date of determination,
in each case as determined by the Calculation Agent in its sole discretion. If the 10-year CMT rate cannot be determined as described
above, then the Calculation Agent, after consulting such sources as it deems appropriate, will determine the 10-year CMT rate for that
date of determination in its sole discretion.
Discontinuance of the 10-Year CMT Rate
Notwithstanding the foregoing, if the Calculation
Agent determines in its sole discretion on or prior to a relevant day that the 10-year CMT rate has been discontinued or has ceased to
be published permanently or indefinitely, then the Calculation Agent will use as the 10-year CMT rate for that day a substitute or successor
rate that it has determined in its sole discretion to be a commercially reasonable replacement rate. If the Calculation Agent has determined
a substitute or successor rate in accordance with the foregoing, the Calculation Agent may determine in its sole discretion to make adjustments
to the definitions of business day and interest determination date and any other relevant methodology for calculating that substitute
or successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor
rate comparable to the 10-year CMT rate, in a manner that it determines to be consistent with industry-accepted practices for that substitute
or successor rate.
If the 10-year CMT rate has been discontinued or
has ceased to be published permanently or indefinitely and no substitute or successor rate is chosen by the Calculation Agent as described
above, then the Calculation Agent will calculate the 10-year CMT rate on each subsequent date of determination in its sole discretion.
| P-5 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
HYPOTHETICAL INTEREST RATES DURING
THE FLOATING RATE PERIOD
The table set forth below illustrates the hypothetical
per annum Interest Rate for an Interest Period during the Floating Rate Period, based on a hypothetical number of Accrual Days and calendar
days in that Interest Period. The table is only for illustrative purposes and may not show the actual Interest Rates applicable to investors
during the Floating Rate Period.
| Hypothetical Number of Accrual Days |
Hypothetical Number of Calendar Days |
Hypothetical Per Annum Interest Rate |
| 90 |
90 |
9.2500% |
| 75 |
90 |
7.7083% |
| 60 |
90 |
6.1667% |
| 45 |
90 |
4.6250% |
| 30 |
90 |
3.0833% |
| 15 |
90 |
1.5417% |
| 0 |
90 |
0.0000% |
| P-6 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves risks not associated
with an investment in ordinary fixed to floating rate notes. We urge you to consult your investment, legal, tax, accounting and other
advisers before you invest in the Notes. Some of the risks that apply to an investment in the Notes are summarized below, but we urge
you to read also the “Risk Factors” sections of the accompanying prospectus, prospectus supplement and product supplement.
You should not purchase the Notes unless you understand and can bear the risks of investing in the Notes.
Risks Relating to the Terms and Structure of the Notes
| · | The Notes May Pay
a Below-Market Rate or No Interest at All on One or More Interest Payment Dates During the Floating Rate Period — During the
Floating Rate Period, interest will accrue on the Notes only on each Accrual Day, which is a calendar day for which the Reference Rate
is (a) greater than or equal to the Lower Barrier and (b) less than or equal to the Upper Barrier. If there are no Accrual Days during
an Interest Period during the Floating Rate Period, no interest will be payable with respect to that Interest Period. You may not receive
any interest payments during the Floating Rate Period. Your return may be less than the return you would earn if you purchased one of
our conventional senior interest-bearing debt securities. |
| · | The Interest Rate
on the Notes Will Be Capped — During the Fixed Rate Period, the Notes will bear interest at a fixed rate of 9.25% per annum.
During the Floating Rate Period, the Notes will bear interest at a variable rate that will not exceed 9.25% per annum. |
| · | The Notes Are Subject
to the Risk of an Early Redemption — We have the option to redeem the Notes on the Call Dates set forth above. It is more likely
that we will redeem the Notes prior to the Maturity Date to the extent that the interest payable on the Notes is greater than the interest
that would be payable on our other instruments of a comparable maturity, terms and credit rating trading in the market. If the Notes are
redeemed prior to the Maturity Date, you may have to re-invest the proceeds in a lower rate environment, and you will not receive any
further payments on the Notes. |
| · | Notes with a Longer Term May Be Riskier than
Notes with a Shorter Term — By purchasing a note with a longer tenor, you are more exposed to fluctuations in interest rates
than if you purchased a security with a shorter tenor. The value of a longer-dated note tends to be more sensitive to rising interest
rates than the value of a shorter-dated note. If interest rates rise, the value of a longer-dated note will typically fall faster than
the value of a shorter-dated note. You should only purchase the Notes if you are comfortable with owning a security with a longer tenor. |
| · | 10-Year CMT Rate Levels
Will Be Unequally Weighted in Determining the Interest Rate for Each Interest Period During the Floating Rate Period — If any
day is not a U.S. Government Securities Business Day, the Reference Rate for that day will be the 10-year
CMT rate for the immediately preceding U.S. Government Securities Business Day. In addition, for
each day from and including the fifth U.S. Government Securities Business Day immediately preceding an Interest Payment Date to but excluding
that Interest Payment Date, the Reference Rate will be the 10-year CMT rate for the fifth
U.S. Government Securities Business Day immediately preceding that Interest Payment Date. As a result, 10-year CMT rate levels
will be unequally weighted in determining the Interest Rate for each Interest Period during the Floating Rate Period. This could reduce
the Interest Rate for one or more Interest Periods during the Floating Rate Period if a 10-year CMT rate level referenced for multiple
calendar days is below the Lower Barrier or above the Upper Barrier. |
| · | Payments on the Notes Are Subject to Our Credit
Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the Market Value of the Notes — The Notes are our
senior unsecured debt securities, and your receipt of any amounts due on the Notes is dependent upon our ability to pay our obligations
as they come due. If we were to default on our payment obligations, you may not receive any amounts owed to you under the Notes and you
could lose your entire investment. In addition, any negative changes in market perceptions about our creditworthiness may adversely affect
the market value of the Notes. |
Risks Relating to the Initial Estimated
Value of the Notes and the Secondary Market for the Notes
| · | There May Not Be an Active Trading Market for
the Notes; Sales in the Secondary Market May Result in Significant Losses — There may be little or no secondary market for the
Notes. The Notes will not be listed on any |
| P-7 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
securities exchange. RBCCM and our other
affiliates may make a market for the Notes; however, they are not required to do so and, if they choose to do so, may stop any market-making
activities at any time. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able
to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates is willing to buy the Notes.
Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily trade or sell the Notes.
We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial. If you sell your Notes before maturity, you may have to do so at a substantial discount
from the price that you paid for them, and as a result, you may suffer significant losses. The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
| · | The Initial Estimated Value of the Notes Will
Be Less Than the Public Offering Price — The initial estimated value of the Notes will be less than the public offering price
of the Notes and does not represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the
Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior to maturity, their market value may
be lower than the price you paid for them and the initial estimated value. This is due to, among other things, changes in the level of
the Reference Rate, our credit ratings and financial condition, the internal funding rate we pay to issue securities of this kind (which
is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the public offering price
of the underwriting discount, our estimated profit and the estimated costs relating to our hedging of the Notes. These factors, together
with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able
to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change
in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may
be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated
profit or the hedging costs relating to the Notes. In addition, any price at which you may sell the Notes is likely to reflect customary
bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is
expected to be based on a secondary market rate rather than the internal funding rate used to price the Notes and determine the initial
estimated value. As a result, the secondary market price will be less than if the internal funding rate were used. |
| · | The Initial Estimated Value of the Notes Is
Only an Estimate, Calculated as of the Pricing Date — The initial estimated value of the Notes is based on the value of our
obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes.
See “Structuring the Notes” below. Our estimate is based on a variety of assumptions, including our internal funding rate
(which represents a discount from our credit spreads), expectations as to interest rates and volatility and the expected term of the Notes.
These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes
or similar securities at a price that is significantly different than we do. The value of the Notes at any time after the Pricing Date
will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the actual
value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from the initial
estimated value of the Notes. |
Risks Relating to Conflicts of Interest
and Our Trading Activities
| · | Our and Our Affiliates’ Business and
Trading Activities May Create Conflicts of Interest — You should make your own independent investigation of the merits of investing
in the Notes. Our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes due
to our and our affiliates’ business and trading activities, and we and our affiliates have no obligation to consider your interests
in taking any actions that might affect the value of the Notes. Trading by us and our affiliates may adversely affect the level of the
Reference Rate and the market value of the Notes. See “Risk Factors—Risks Relating to Conflicts of Interest” in the
accompanying product supplement. |
| · | RBCCM’s Role as Calculation Agent May
Create Conflicts of Interest — As Calculation Agent, our affiliate, RBCCM, will determine any levels of the Reference Rate and
make any other determinations necessary to calculate any payments on the Notes. In making these determinations, the Calculation Agent
may be required to make discretionary judgments, including those described under “—Risks Relating to the Reference Rate”
below. In making these |
| P-8 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
discretionary judgments, the economic
interests of the Calculation Agent are potentially adverse to your interests as an investor in the Notes, and any of these determinations
may adversely affect any payments on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor
in the Notes in making any determinations with respect to the Notes.
Risks Relating to the Reference Rate
| · | The Reference Rate Will Be Affected by a Number
of Factors and May Be Volatile — Many factors may affect the Reference Rate including, but not limited to: |
| · | sentiment regarding underlying strength in the
U.S. and global economies; |
| · | expectations regarding the level of price inflation; |
| · | sentiment regarding credit quality in the U.S.
and global credit markets; |
| · | central bank policy regarding interest rates; |
| · | inflation and expectations concerning inflation;
and |
| · | performance of capital markets. |
These and other factors may have a negative
impact on the payments on the Notes and on the value of the Notes in the secondary market. Additionally, these factors may cause the Reference
Rate to be volatile, and volatility of the Reference Rate may adversely affect your return on the Notes.
| · | The Reference Rate and the Manner in Which
It Is Calculated May Change in the Future — There can be no assurance that the method by which the Reference Rate is calculated
will continue in its current form. Any changes in the method of calculation of the Reference Rate could reduce the amount of interest
payable on the Notes during the Floating Rate Period. |
| · | The Reference Rate May Be Determined by the
Calculation Agent in Its Sole Discretion or, If It Is Discontinued or Ceased to Be Published Permanently or Indefinitely, Replaced by
a Successor or Substitute Rate — If the 10-year CMT rate is not published on a relevant day, then the Calculation Agent, after
consulting such sources as it deems appropriate, will have the discretion to determine the Reference Rate for that day. |
Notwithstanding the foregoing, if the
Calculation Agent determines in its sole discretion on or prior to the relevant day that the 10-year CMT rate has been discontinued or
has ceased to be published permanently or indefinitely, then the Calculation Agent will use as the Reference Rate for that day a substitute
or successor rate that it has determined to be a commercially reasonable replacement rate. If the Calculation Agent has determined a substitute
or successor rate in accordance with the foregoing, the Calculation Agent may determine in its sole discretion to make adjustments to
the definitions of business day and interest determination date and any other relevant methodology for calculating that substitute or
successor rate, including any adjustment factor, spread and/or formula it determines is needed to make that substitute or successor rate
comparable to the 10-year CMT rate. If the 10-year CMT rate has been discontinued or has ceased to be published permanently or indefinitely
and no substitute or successor rate is chosen by the Calculation Agent, then the Calculation Agent will calculate the 10-year CMT rate
on each subsequent date of determination in its sole discretion.
Any of the foregoing determinations
or actions by the Calculation Agent could result in adverse consequences to level of the Reference Rate used on the applicable interest
determination date, which could adversely affect the return on and the market value of the Notes.
| P-9 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
INFORMATION REGARDING THE REFERENCE
RATE
The Reference Rate on any date of determination
is the constant maturity Treasury rate for a 10-year designated maturity that is published by the Federal Reserve System Board of Governors
on that date, as determined by the Calculation Agent. The Reference Rate is subject to the provisions set forth under “Additional
Terms of Your Notes—Supplemental Terms of the Notes” in this pricing supplement. The constant maturity Treasury rate for a
designated maturity (e.g., 10 years) is intended to be indicative of the bond equivalent yield of a U.S. Treasury security having a remaining
term to maturity equivalent to such designated maturity. The constant maturity Treasury rate as of any business day is derived from the
daily yield curve of outstanding non-inflation-indexed Treasury securities calculated by the U.S. Department of the Treasury. This yield
curve, which relates the yield on a security to its time to maturity, is based on (a) composites of over-the-counter market bid price
quotations (not actual transactions) on actively traded Treasury securities reported by leading U.S. government securities dealers, which
may include the Calculation Agent or our other affiliates, and (b) an interpolation methodology used to calculate theoretical yields for
designated maturities that fall between the remaining terms to maturity of actively traded Treasury securities. The constant maturity
Treasury rate for a 10-year designated maturity is the yield that is indicated at the 10-year point on this yield curve. The constant
maturity Treasury rate represents a “bond equivalent yield” for a bond that pays semiannual interest, which is expressed on
a simple annualized basis. As such, the constant maturity Treasury rate is not an annualized percentage yield, which would include the
effect of compounding.
The Federal Reserve System Board of Governors currently
publishes the 10-year CMT rate daily on its website. Information contained in the publication page for the 10-year CMT rate is not incorporated
by reference in, and should not be considered part of, this pricing supplement.
Historical Information
The following graph sets forth historical levels
of the Reference Rate for the period from January 1, 2016 to March 17, 2026. We obtained the information in the graph from Bloomberg Financial
Markets, without independent investigation.
10-Year CMT Rate

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
| P-10 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
You should review carefully the section in the
accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when
read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material
U.S. federal income tax consequences of owning and disposing of the Notes.
Generally, this discussion assumes that you purchased
the Notes for cash in the original issuance at the stated issue price and does not address other circumstances specific to you.
In the opinion of our counsel, it is reasonable
to treat the Notes for U.S. federal income tax purposes as debt, and the remaining discussion is based on this treatment. Based on market
conditions as of the pricing date, we will determine whether the Notes are treated for U.S. federal income tax purposes (1) as “variable
rate debt instruments” or (2) as “contingent payment debt instruments,” and the final pricing supplement will give further
information on this issue.
If the Notes are treated as variable rate debt
instruments, all stated interest on the Notes will be taxable to you as ordinary interest income at the time it accrues or is received
in accordance with your method of tax accounting. See the section entitled “United States Federal Income Tax Considerations—Tax
Consequences to U.S. Holders—Notes Treated as Debt Instruments—Notes Treated as Variable Rate Debt Instruments—Interest
on VRDIs That Provide for a Single Variable Rate” in the accompanying product supplement.
If the Notes are treated as contingent payment
debt instruments, (i) you will be required to recognize interest income based on our “comparable yield” for a similar non-contingent
debt instrument and a “projected payment schedule” in respect of the Notes, adjusted each year to take account for the difference
between the actual and the projected payments in that year, and (ii) you generally must treat any gain on a taxable disposition as interest
income and any loss as ordinary loss to the extent of previous interest inclusions, with the balance treated as capital loss. See the
section entitled “United States Federal Income Tax Considerations — Tax Consequences to U.S. Holders — Notes Treated
as Debt Instruments — Notes Treated as Contingent Payment Debt Instruments” in the accompanying product supplement.
You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the Notes, as well as tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
After the initial offering of the Notes, the public
offering price of the Notes may change.
The value of the Notes shown on your account statement
may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes
(which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes in light of then-prevailing
market conditions, our creditworthiness and transaction costs. For a period of approximately six months after the Issue Date, the value
of the Notes that may be shown on your account statement may be higher than RBCCM’s estimated value of the Notes at that time. This
is because the estimated value of the Notes will not include the underwriting discount or our hedging costs and profits; however, the
value of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition of the
underwriting discount and our estimated costs and profits from hedging the Notes. This excess is expected to decrease over time until
the end of this period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated
value.
RBCCM or another of its affiliates or agents may
use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement
in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in
the confirmation of sale, this pricing supplement is being used in a market-making transaction.
For additional information about the settlement
cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship
between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
| P-11 | RBC Capital Markets, LLC |
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| | Redeemable Fixed to Floating Range Accrual Notes Based on the 10-Year CMT Rate |
STRUCTURING THE NOTES
The Notes are our debt securities. As is the case
for all of our debt securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness.
In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow
the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt
security of comparable maturity. The lower internal funding rate, the underwriting discount and the hedging-related costs relating to
the Notes reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being less than their
public offering price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary market transaction
may be based on a secondary market rate, which may result in a lower value for the Notes than if our initial internal funding rate were
used.
In order to satisfy our payment obligations under
the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives)
with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including
our creditworthiness, interest rate movements, volatility and the tenor of the Notes. The economic terms of the Notes and the initial
estimated value depend in part on the terms of these hedging arrangements.
See “Selected Risk Considerations—Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes
Will Be Less Than the Public Offering Price” above.
| P-12 | RBC Capital Markets, LLC |