
|
Registration
Statement No. 333-275898
Filed
Pursuant to Rule 424(b)(2)
|
The
information in this preliminary pricing supplement is not complete and may be changed. |
|
|
|
Preliminary Pricing Supplement
Subject to Completion: Dated October 15, 2025
Pricing Supplement
dated October __, 2025 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023, the Underlying Supplement
No. 1A dated May 16, 2024 and the Product Supplement No. 1B dated July 22, 2025
|
|
$
Issuer Callable Contingent Coupon Barrier Notes
Linked to the SPDR® S&P® Regional Banking ETF,
Due November 19, 2026
Royal Bank of Canada
|
|
|
|
Royal
Bank of Canada is offering Issuer Callable Contingent Coupon Barrier Notes (the “Notes”) linked to the performance of the
SPDR® S&P® Regional Banking ETF (the “Underlier”).
| · | Contingent
Coupons — If the Notes have not been called at our option, investors will receive
a Contingent Coupon of $37.50 per $1,000 principal amount of Notes on a quarterly Coupon
Payment Date if the closing value of the Underlier is greater than or equal to the Coupon
Threshold (73.30% of the Initial Underlier Value) on the immediately preceding Coupon Observation
Date. You may not receive any Contingent Coupons during the term of the Notes. Contingent
Coupons should not be viewed as periodic interest payments. |
| · | Call
Feature — We will have the right to call the Notes, in whole, but not in part,
at our discretion on any quarterly Call Date for 100% of their principal amount plus
any Contingent Coupon otherwise due. No further payments will be made on the Notes. |
| · | Contingent
Return of Principal at Maturity — If the Notes are not called at our option and
the Final Underlier Value is greater than or equal to the Barrier Value (73.30% of the Initial
Underlier Value), at maturity, investors will receive the principal amount of their Notes
plus the Contingent Coupon otherwise due. If the Notes are not called at our option
and the Final Underlier Value is less than the Barrier Value, at maturity, investors will
lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value
is less than the Initial Underlier Value. |
| · | Any
payments on the Notes are subject to our credit risk. |
| · | The
Notes will not be listed on any securities exchange. |
CUSIP:
78017P4K4
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(2) |
1.042% |
$ |
Proceeds to Royal Bank of Canada |
98.958% |
$ |
(1) Certain fiduciary accounts purchasing
the Notes will pay a purchase price of $989.58 per $1,000 principal amount of Notes, and the placement agents will forgo any fees with
respect to sales made to those accounts. The price to the public for all other purchases of the Notes is 100%.
(2) JPMorgan Chase Bank, N.A., J.P.
Morgan Securities LLC and their affiliates will act as placement agents for the Notes and will receive a fee from us of $10.42 per $1,000
principal amount of Notes, but will forgo any fees for sales to certain fiduciary accounts.
The initial estimated value of the Notes determined
by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $929.00 and $979.00 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 | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
Placement Agents
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
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, underlying supplement and product supplement.
Issuer: |
Royal Bank of Canada |
Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
Minimum Investment: |
$10,000 and minimum denominations of $1,000 in excess thereof |
Underlier: |
The SPDR® S&P® Regional Banking ETF |
|
Bloomberg Ticker |
Initial Underlier Value(1) |
Coupon Threshold and Barrier Value(2) |
|
KRE UP |
$63.41 |
$46.48 |
|
(1)
The closing value of the Underlier on the Strike Date. The Initial Underlier Value is not the closing value of the Underlier
on the Trade Date. |
|
(2)
73.30% of the Initial Underlier Value (rounded to two decimal places) |
Strike Date: |
October 14, 2025 |
Trade Date: |
October 20, 2025 |
Issue Date: |
October 23, 2025 |
Valuation Date:* |
November 16, 2026 |
Maturity Date:* |
November 19, 2026 |
Payment of Contingent Coupons: |
If the Notes have not been called at our option,
investors will receive a Contingent Coupon on a Coupon Payment Date if the closing value of the Underlier is greater than or equal
to the Coupon Threshold on the immediately preceding Coupon Observation Date.
No Contingent Coupon will be payable on
a Coupon Payment Date if the closing value of the Underlier is less than the Coupon Threshold on the immediately preceding Coupon Observation
Date. Accordingly, you may not receive a Contingent Coupon on one or more Coupon Payment Dates during the term of the Notes. |
Contingent Coupon: |
If payable, $37.50 per $1,000 principal amount of Notes |
Call Feature: |
We will have the right to call the Notes, in whole, but not in part, at our discretion on any Call Date by providing the trustee at least three business days’ notice. Under these circumstances, investors will receive on the Call Date per $1,000 principal amount of Notes an amount equal to $1,000 plus any Contingent Coupon otherwise due. No further payments will be made on the Notes. |
Payment at Maturity: |
If the Notes are not called at our option,
investors will receive on the Maturity Date per $1,000 principal amount of Notes, in addition to any Contingent Coupon otherwise due:
· If
the Final Underlier Value is greater than or equal to the Barrier Value: $1,000
· If
the Final Underlier Value is less than the Barrier Value, an amount equal to:
$1,000 + ($1,000 × Underlier
Return)
If the Notes are not called at our option
and the Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all of your principal amount at
maturity. All payments on the Notes are subject to our credit risk. |
P-2 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
Underlier Return: |
The Underlier Return, expressed as a percentage,
is calculated using the following formula:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
Coupon Observation Dates:* |
Quarterly, as set forth in the table below |
Coupon Payment Dates:* |
Quarterly, as set forth in the table below |
Call Dates:* |
Quarterly, on each Coupon Payment Date (other than the final Coupon Payment Date) |
Calculation Agent: |
RBCCM |
Coupon Observation Dates* |
Coupon Payment Dates* |
February 17, 2026 |
February 20, 2026 |
May 18, 2026 |
May 21, 2026 |
August 17, 2026 |
August 20, 2026 |
November 16, 2026 (the Valuation Date) |
November 19, 2026 (the Maturity Date) |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
P-3 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
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, the underlying supplement
no. 1A dated May 16, 2024 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
| · | Underlying
Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.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.
P-4 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
HYPOTHETICAL RETURNS
The
table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Underlier, based
on the Coupon Threshold and Barrier Value of 73.30% of the Initial Underlier Value and the Contingent Coupon of $37.50 per $1,000 principal
amount of Notes. The table and examples below also assume that the Notes are not called at our option and do not account for any Contingent
Coupons that may be paid prior to maturity. The table and examples are only for illustrative purposes and may not show the actual
return applicable to investors.
Hypothetical Underlier Return |
Payment at Maturity per $1,000 Principal Amount of Notes* |
Payment at Maturity as Percentage of Principal Amount* |
50.00% |
$1,037.50 |
103.750% |
40.00% |
$1,037.50 |
103.750% |
30.00% |
$1,037.50 |
103.750% |
20.00% |
$1,037.50 |
103.750% |
10.00% |
$1,037.50 |
103.750% |
5.00% |
$1,037.50 |
103.750% |
0.00% |
$1,037.50 |
103.750% |
-5.00% |
$1,037.50 |
103.750% |
-10.00% |
$1,037.50 |
103.750% |
-20.00% |
$1,037.50 |
103.750% |
-26.70% |
$1,037.50 |
103.750% |
-26.71% |
$732.90 |
73.290% |
-30.00% |
$700.00 |
70.000% |
-40.00% |
$600.00 |
60.000% |
-50.00% |
$500.00 |
50.000% |
-60.00% |
$400.00 |
40.000% |
-70.00% |
$300.00 |
30.000% |
-80.00% |
$200.00 |
20.000% |
-90.00% |
$100.00 |
10.000% |
-100.00% |
$0.00 |
0.000% |
*
Including any Contingent Coupon otherwise due
Example 1 — |
The value of the
Underlier increases from the Initial Underlier Value to the Final Underlier Value by 30%. |
|
Underlier
Return: |
30% |
|
Payment at Maturity: |
$1,000 + Contingent Coupon otherwise
due = $1,000 + $37.50 = $1,037.50 |
|
In
this example, the payment at maturity is $1,037.50 per $1,000 principal amount of Notes.
Because
the Final Underlier Value is greater than the Coupon Threshold and Barrier Value, investors receive a full return of the principal
amount of their Notes plus the Contingent Coupon otherwise due. This example illustrates that investors do not participate
in any appreciation of the Underlier, which may be significant. |
P-5 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
Example 2 — |
The value of the
Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below
the Initial Underlier Value but above the Coupon Threshold and Barrier Value). |
|
Underlier
Return: |
-10% |
|
Payment at Maturity: |
$1,000 + Contingent Coupon otherwise
due = $1,000 + $37.50 = $1,037.50 |
|
In
this example, the payment at maturity is $1,037.50 per $1,000 principal amount of Notes.
Because
the Final Underlier Value is greater than the Coupon Threshold and Barrier Value, investors receive a full return of the principal
amount of their Notes plus the Contingent Coupon otherwise due. |
Example 3 — |
The value of the
Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 50% (i.e., the Final Underlier Value is below
the Coupon Threshold and Barrier Value). |
|
Underlier
Return: |
-50% |
|
Payment at Maturity: |
$1,000 + ($1,000 × -50%)
= $1,000 – $500 = $500 |
|
In
this example, the payment at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of
the principal amount.
Because
the Final Underlier Value is less than the Barrier Value, investors do not receive a full return of the principal amount of their
Notes. In addition, because the Final Underlier Value is less than the Coupon Threshold, investors do not receive a Contingent Coupon
at maturity. |
Investors in the Notes could lose a substantial
portion or all of the principal amount of their Notes at maturity. The table and examples above assume that the Notes are not called at
our option. However, if the Notes are called at our option, investors will not receive any further payments after the Call Date.
P-6 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
SELECTED RISK CONSIDERATIONS
An
investment in the Notes involves significant risks. 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
| · | You
May Lose a Portion or All of the Principal Amount at Maturity — If the Notes are
not called at our option and the Final Underlier Value is less than the Barrier Value, you
will lose 1% of the principal amount of your Notes for each 1% that the Final Underlier Value
is less than the Initial Underlier Value. You could lose a substantial portion or all of
your principal amount at maturity. |
| · | You
May Not Receive Any Contingent Coupons — We will not necessarily pay any Contingent
Coupons on the Notes. If the closing value of the Underlier is less than the Coupon Threshold
on a Coupon Observation Date, we will not pay you the Contingent Coupon applicable to that
Coupon Observation Date. If the closing value of the Underlier is less than the Coupon Threshold
on each of the Coupon Observation Dates, we will not pay you any Contingent Coupons during
the term of, and you will not receive a positive return on, your Notes. Contingent Coupons
should not be viewed as periodic interest payments. Generally, this non-payment of the Contingent
Coupon coincides with a greater risk of principal loss on your Notes. Even if your return
is positive, your return may be less than the return you would earn if you purchased one
of our conventional senior interest-bearing debt securities. |
| · | You
Will Not Participate in Any Appreciation of the Underlier, and Any Potential Return on the
Notes Is Limited — The return on the Notes is limited to the Contingent Coupons,
if any, that may be payable on the Notes, regardless of any appreciation of the Underlier,
which may be significant. As a result, the return on an investment in the Notes could be
less than the return on a direct investment in the Underlier. |
| · | The
Notes Are Subject to an Optional Call — We will have the right to call the Notes,
in whole, but not in part, at our discretion on any Call Date. If we call the Notes at our
option, you will not receive any further payments on the Notes. It is more likely that we
will call the Notes when the expected payments on the Notes are greater than the interest
that would be payable on other instruments of a comparable maturity and credit rating trading
in the market. Because the Notes could be called as early as approximately three months after
the Issue Date, the total return on the Notes could be minimal. You may be unable to reinvest
your proceeds from the call at our option in an investment with a return that is as high
as the return on the Notes would have been if they had not been called. In addition, for
the avoidance of doubt, the fees and commissions described in this pricing supplement will
not be rebated or subject to amortization if the Notes are called. |
| · | 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. |
| · | Any
Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the
Dates Specified — Any payment on the Notes will be determined based on the closing
values of the Underlier on the dates specified. You will not benefit from any more favorable
value of the Underlier determined at any other time. |
| · | The
U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain —
There is no direct legal authority regarding the proper U.S. federal income tax treatment
of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. Moreover,
non-U.S. investors should note that persons having withholding responsibility in respect
of the Notes may withhold on any coupon paid to a non-U.S. investor, generally at a rate
of |
P-7 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
30%.
We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled “United
States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income
Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax
consequences of an investment in 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 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 value of the Underlier, 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 Trade 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 dividends, 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 Trade 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 |
P-8 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
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 value of the Underlier 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 values of the Underlier 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 Underlier” below. In making these 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 Underlier
| · | You
Will Not Have Any Rights to the Underlier or Its Component Securities — As an investor
in the Notes, you will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to the Underlier or its component securities. |
| · | The
Underlier and the Underlying Index Are Different — The performance of the Underlier
will not exactly replicate the performance of the Underlying Index (as defined below). The
Underlier is subject to management risk, which is the risk that the investment strategy for
the Underlier, the implementation of which is subject to a number of constraints, may not
produce the intended results. The Underlier’s investment adviser may have the right
to use a portion of the Underlier’s assets to invest in securities or other assets
or instruments, including derivatives, that are not included in the Underlying Index. In
addition, unlike the Underlying Index, the Underlier will reflect transaction costs and fees
that will reduce its performance relative to the Underlying Index. |
The
performance of the Underlier may diverge significantly from the performance of the Underlying Index due to differences in trading hours
between the Underlier and the securities composing the Underlying Index or other circumstances. During periods of market volatility,
the component securities held by the Underlier may be unavailable in the secondary market, market participants may be unable to calculate
accurately the intraday net asset value per share of the Underlier and the liquidity of the Underlier may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares in the Underlier. Further,
market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares
of the Underlier. As a result, under these circumstances, the market value of the Underlier may vary substantially from the net asset
value per share of the Underlier.
| · | The
Equity Securities Composing the Underlier Are Concentrated in the Regional Banking Industry
and the Financial Services Industry — All or substantially all of the equity securities
composing the Underlier are issued by companies whose primary line of business is directly
associated with the regional banking industry and the financial services industry. As a result,
the value of the Notes may be subject to greater volatility and may be more adversely affected
by a single economic, political or regulatory occurrence affecting this industry than a different
investment linked to securities of a more broadly diversified group of issuers. Banking and
financial services companies are subject to extensive government regulation, which may limit
both the amounts and types of loans and other financial commitments they can make, the interest
rates, fees and prices they can charge, the scope of their activities and the amount of capital
they must maintain. Profitability is largely dependent on the availability and cost of capital
funds, and can fluctuate significantly when interest rates change or due to increased competition.
In addition, deterioration of the credit markets generally may cause an adverse impact in
a broad range of markets, including U.S. and international credit and interbank money markets
generally, thereby affecting a wide range of financial institutions and markets. Credit losses
resulting from financial difficulties of borrowers and financial losses associated with investment
activities can negatively impact the financial sector. Changes in government regulation and
oversight of financial institutions may have an adverse effect on the financial condition
of a financial institution. |
P-9 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
| · | Any
Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market
Disruption Event — The timing and amount of any payment on the Notes is subject
to adjustment upon the occurrence of a market disruption event affecting the Underlier. If
a market disruption event persists for a sustained period, the Calculation Agent may make
a discretionary determination of the closing value of the Underlier. See “General Terms
of the Notes—Reference Stocks and Funds—Market Disruption Events,” “General
Terms of the Notes—Postponement of a Determination Date” and “General Terms
of the Notes—Postponement of a Payment Date” in the accompanying product supplement. |
| · | Adjustments
to the Underlier or to the Underlying Index Could Adversely Affect Any Payments on the Notes
— The investment adviser of the Underlier may add, remove or substitute the component
securities held by the Underlier or make changes to its investment strategy, and the sponsor
of the Underlying Index may add, delete, substitute or adjust the securities composing the
Underlying Index, may make other methodological changes to the Underlying Index that could
affect its performance or may discontinue or suspend calculation and publication of the Underlying
Index. Any of these actions could adversely affect the value of the Underlier and, consequently,
the value of the Notes. |
| · | Anti-dilution
Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments
— The Calculation Agent may in its sole discretion make adjustments affecting any amounts
payable on the Notes upon the occurrence of certain events with respect to the Underlier
that the Calculation Agent determines have a diluting or concentrative effect on the theoretical
value of the Underlier. However, the Calculation Agent might not make adjustments in response
to all such events that could affect the Underlier. The occurrence of any such event and
any adjustment made by the Calculation Agent (or a determination by the Calculation Agent
not to make any adjustment) may adversely affect the market price of, and any amounts payable
on, the Notes. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution
Adjustments” in the accompanying product supplement. |
| · | Reorganization
or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being
Accelerated — If the Underlier is delisted or terminated, the Calculation Agent
may select a successor fund. In addition, upon the occurrence of certain reorganization or
other events affecting the Underlier, the Calculation Agent may make adjustments that result
in payments on the Notes being based on the performance of (i) cash, securities of another
issuer and/or other property distributed to holders of the Underlier upon the occurrence
of that event or (ii) in the case of a reorganization event in which only cash is distributed
to holders of the Underlier, a substitute security, if the Calculation Agent elects to select
one. Any of these actions could adversely affect the value of the Underlier and, consequently,
the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity
Date for a payment determined by the Calculation Agent. Any amount payable upon acceleration
could be significantly less than any amount that would be due on the Notes if they were not
accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the value
of, and any amount payable on, the Notes could be adversely affected, perhaps significantly.
See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution
Adjustments—Reorganization Events” and “General Terms of the Notes—Reference
Stocks and Funds—Discontinuation of, or Adjustments to, a Fund” in the accompanying
product supplement. |
P-10 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
INFORMATION REGARDING THE UNDERLIER
According
to publicly available information, the Underlier is an exchange-traded fund of the SPDR® Series Trust,
a registered investment company, that seeks to provide investment results that, before fees and expenses, correspond generally
to the total return performance of the S&P® Regional Banks Select IndustryTM Index (the “Underlying Index”). The
Underlying Index is a modified equal-weighted index that is designed to measure the performance of the GICS® regional banks sub-industry
of the S&P Total Market Index. For more information about the Underlier, see “Exchange-Traded Funds—The SPDR® S&P®
Industry ETFs” in the accompanying underlying supplement.
Historical
Information
The
following graph sets forth historical closing values of the Underlier for the period from January 1, 2015 to October 14, 2025. The red
line represents the Coupon Threshold and Barrier Value. We obtained the information in the graph from Bloomberg Financial Markets, without
independent investigation. We cannot give you assurance that the performance of the Underlier will result in the return of all of
your initial investment.
SPDR® S&P® Regional
Banking ETF

PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
P-11 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
| |
| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
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, including consequences that may arise due to any other investments relating to the Underlier. You
should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your
ownership of a Note.
In
the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the Notes for U.S. federal income
tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section
entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid
Financial Contracts with Associated Coupons” in the accompanying product supplement. There is uncertainty regarding this treatment,
and the Internal Revenue Service (the “IRS”) or a court might not agree with it. Moreover, because this treatment of the
Notes and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject
to confirmation on the Trade Date. A different tax treatment could be adverse to you.
We
do not plan to request a ruling from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could
materially and adversely affect the tax consequences of ownership and disposition of the Notes, including the timing and character of
income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such
transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Non-U.S.
Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in
respect of the Notes, we would expect generally to treat the coupons as subject to U.S. withholding tax. Moreover, you should expect
that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty
rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply
with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under
an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons.
As
discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents
under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury
regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid
or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S.
equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do
not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the
Notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement
for the Notes.
We
will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
P-12 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |
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| Issuer Callable Contingent Coupon Barrier Notes Linked to the SPDR® S&P® Regional Banking ETF |
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
JPMorgan
Chase Bank, N.A., J.P. Morgan Securities LLC and its affiliates will act as placement agents for the Notes and will receive a fee from
us of the amount per $1,000 principal amount of Notes specified on the cover of this pricing supplement, but will forgo any fees for
sales to certain fiduciary accounts.
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.
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-13 | RBC Capital Markets, LLC | JPMorgan Chase Bank, N.A. | J.P. Morgan Securities LLC |