STOCK TITAN

[424B2] Royal Bank of Canada Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

Royal Bank of Canada (RY) is marketing senior unsecured Digital EURO STOXX 50® Index-Linked Notes under a 424B2 filing. The notes pay no periodic interest and have an expected tenor of 24-27 months. Repayment is tied to the EURO STOXX 50 (SX5E):

  • If the final index level is at least 85% of the initial level, investors receive a fixed Threshold Settlement Amount of approximately $1,151.30–$1,178.00 per $1,000 note (a 15.13%–17.8% upside).
  • If the index finishes below the 85% threshold, principal is reduced by an accelerated factor—$1,000 + 1.1765 × (index return + 15%). Losses can reach 100% of principal.

The initial estimated value is $963.70–$993.70, below par, indicating embedded fees and market factors. Underwriting discount is 0%, so RBC receives 100% of proceeds. Minimum denomination is $1,000; transfers in $1,000 increments.

Key risks highlighted include: potential full loss of principal, exposure to RBC credit risk, market value below issue price before maturity, and lack of CDIC/FDIC insurance or bail-in conversion protection. Detailed terms and risk factors are provided in the accompanying prospectus, prospectus supplement, underlying supplement 1A and product supplement 1A.

Royal Bank of Canada (RY) sta promuovendo note senior non garantite legate all'indice Digital EURO STOXX 50® tramite un deposito 424B2. Le note non pagano interessi periodici e hanno una durata prevista di 24-27 mesi. Il rimborso dipende dall'andamento dell'indice EURO STOXX 50 (SX5E):

  • Se il livello finale dell'indice è almeno l'85% di quello iniziale, gli investitori ricevono un importo fisso di regolamento soglia di circa $1.151,30–$1.178,00 per ogni nota da $1.000 (un guadagno del 15,13%–17,8%).
  • Se l'indice chiude sotto la soglia dell'85%, il capitale viene ridotto da un fattore accelerato—$1.000 + 1,1765 × (rendimento dell'indice + 15%). Le perdite possono arrivare fino al 100% del capitale investito.

Il valore stimato iniziale è compreso tra $963,70 e $993,70, inferiore al valore nominale, a indicare costi impliciti e fattori di mercato. Lo sconto di sottoscrizione è pari a 0%, quindi RBC incassa il 100% dei proventi. La denominazione minima è di $1.000; i trasferimenti avvengono in multipli di $1.000.

I principali rischi evidenziati includono: possibile perdita totale del capitale, esposizione al rischio di credito di RBC, valore di mercato inferiore al prezzo di emissione prima della scadenza, e assenza di assicurazione CDIC/FDIC o protezione da conversione in bail-in. Termini dettagliati e fattori di rischio sono disponibili nel prospetto informativo, nel supplemento al prospetto, nel supplemento sottostante 1A e nel supplemento prodotto 1A.

Royal Bank of Canada (RY) está ofreciendo notas senior no garantizadas vinculadas al índice Digital EURO STOXX 50® bajo un registro 424B2. Las notas no pagan intereses periódicos y tienen un plazo esperado de 24-27 meses. El reembolso está ligado al EURO STOXX 50 (SX5E):

  • Si el nivel final del índice es al menos el 85% del nivel inicial, los inversores reciben un monto fijo de liquidación umbral de aproximadamente $1,151.30–$1,178.00 por cada nota de $1,000 (una ganancia del 15.13%–17.8%).
  • Si el índice termina por debajo del umbral del 85%, el principal se reduce por un factor acelerado—$1,000 + 1.1765 × (rendimiento del índice + 15%). Las pérdidas pueden alcanzar el 100% del principal.

El valor estimado inicial es de $963.70–$993.70, por debajo del valor nominal, lo que indica costos incorporados y factores de mercado. El descuento de suscripción es 0%, por lo que RBC recibe el 100% de los ingresos. La denominación mínima es de $1,000; las transferencias se hacen en incrementos de $1,000.

Los riesgos clave destacados incluyen: posible pérdida total del principal, exposición al riesgo crediticio de RBC, valor de mercado por debajo del precio de emisión antes del vencimiento, y falta de seguro CDIC/FDIC o protección contra conversión en rescate financiero. Los términos detallados y factores de riesgo se encuentran en el prospecto, suplemento de prospecto, suplemento subyacente 1A y suplemento de producto 1A adjuntos.

Royal Bank of Canada (RY)는 424B2 신고를 통해 Digital EURO STOXX 50® 지수 연동 무담보 선순위 채권을 마케팅하고 있습니다. 이 채권은 정기 이자 지급이 없으며 예상 만기는 24~27개월입니다. 상환은 EURO STOXX 50 (SX5E) 지수에 연동됩니다:

  • 최종 지수 수준이 초기 수준의 최소 85% 이상일 경우, 투자자는 $1,000 채권당 약 $1,151.30–$1,178.00의 고정 임계치 정산 금액을 받습니다(15.13%~17.8% 수익).
  • 지수가 85% 임계치 아래에서 마감될 경우, 원금은 가속화 계수로 감소합니다—$1,000 + 1.1765 × (지수 수익률 + 15%). 손실은 원금의 100%까지 발생할 수 있습니다.

초기 추정 가치$963.70–$993.70로 액면가 이하이며, 이는 내재 수수료 및 시장 요인을 반영합니다. 인수 할인율은 0%로 RBC가 수익금의 100%를 받습니다. 최소 단위는 $1,000이며, $1,000 단위로 이전이 가능합니다.

주요 위험 요소로는 원금 전액 손실 가능성, RBC 신용 위험 노출, 만기 전 발행가 대비 시장 가치 하락, CDIC/FDIC 보험 또는 바이아웃 전환 보호 부재 등이 포함됩니다. 자세한 조건과 위험 요소는 첨부된 설명서, 설명서 보충자료, 기본 보충자료 1A 및 상품 보충자료 1A에 명시되어 있습니다.

Royal Bank of Canada (RY) commercialise des billets senior non garantis liés à l'indice Digital EURO STOXX 50® dans le cadre d'un dépôt 424B2. Ces billets ne versent aucun intérêt périodique et ont une durée prévue de 24 à 27 mois. Le remboursement dépend de l'indice EURO STOXX 50 (SX5E) :

  • Si le niveau final de l'indice est au moins à 85% du niveau initial, les investisseurs reçoivent un montant fixe de règlement seuil d'environ 1 151,30 $–1 178,00 $ par billet de 1 000 $ (un gain de 15,13% à 17,8%).
  • Si l'indice termine en dessous du seuil de 85%, le principal est réduit par un facteur accéléré—1 000 $ + 1,1765 × (rendement de l'indice + 15%). Les pertes peuvent atteindre 100% du principal.

La valeur estimée initiale est comprise entre 963,70 $ et 993,70 $, inférieure à la valeur nominale, ce qui reflète des frais intégrés et des facteurs de marché. La décote de souscription est de 0%, donc RBC reçoit 100% des produits. La dénomination minimale est de 1 000 $; les transferts s'effectuent par tranches de 1 000 $.

Les principaux risques soulignés comprennent : la perte totale possible du principal, l'exposition au risque de crédit de RBC, une valeur de marché inférieure au prix d'émission avant l'échéance, et l'absence d'assurance CDIC/FDIC ou de protection contre la conversion en bail-in. Les conditions détaillées et les facteurs de risque sont fournis dans le prospectus, le supplément au prospectus, le supplément sous-jacent 1A et le supplément produit 1A joints.

Royal Bank of Canada (RY) bietet senior unbesicherte Digital EURO STOXX 50® Index-gebundene Notes im Rahmen einer 424B2-Meldung an. Die Notes zahlen keine periodischen Zinsen und haben eine erwartete Laufzeit von 24-27 Monaten. Die Rückzahlung ist an den EURO STOXX 50 (SX5E) gebunden:

  • Liegt der Endindex mindestens bei 85% des Anfangsniveaus, erhalten Anleger einen festen Schwellenabwicklungsbetrag von etwa $1.151,30–$1.178,00 pro $1.000 Note (ein Plus von 15,13%–17,8%).
  • Fällt der Index unter die 85%-Schwelle, wird das Kapital durch einen beschleunigten Faktor reduziert—$1.000 + 1,1765 × (Indexrendite + 15%). Verluste können bis zu 100% des Kapitals betragen.

Der anfängliche Schätzwert liegt bei $963,70–$993,70, unter dem Nennwert, was eingebettete Gebühren und Marktfaktoren widerspiegelt. Der Underwriting-Abschlag beträgt 0%, sodass RBC 100% der Erlöse erhält. Die Mindeststückelung beträgt $1.000; Übertragungen erfolgen in $1.000-Schritten.

Wichtige hervorgehobene Risiken umfassen: potenziellen Totalverlust des Kapitals, Kreditrisiko von RBC, Marktwert unter dem Ausgabepreis vor Fälligkeit sowie fehlenden CDIC/FDIC-Versicherungsschutz oder Schutz vor Bail-in-Konversion. Detaillierte Bedingungen und Risikofaktoren sind im begleitenden Prospekt, Prospektergänzung, Basisergänzung 1A und Produktergänzung 1A enthalten.

Positive
  • Fixed upside of approximately 15%–18% if the EURO STOXX 50 does not fall more than 15%, offering clarity of return.
  • 0% underwriting discount means all proceeds flow to RBC, potentially improving price efficiency for investors.
  • Denomination of $1,000 with transfers in $1,000 increments makes the product accessible to retail investors.
Negative
  • Accelerated downside (1.1765×) below the 85% threshold can lead to total loss of principal.
  • Initial estimated value (96.37%–99.37% of par) is below issue price, reflecting embedded costs investors immediately incur.
  • No interim interest means opportunity cost versus traditional fixed-income instruments.
  • Exposure to RBC credit risk and lack of CDIC/FDIC insurance or bail-in conversion protection add issuer‐specific risk.

Insights

TL;DR: Capital-at-risk note offers 15%-18% fixed upside if SX5E doesn’t fall >15%, but accelerated losses below that level.

The note is a classic digital/contingent payoff: investors sacrifice dividends and bear RBC credit risk for a capped return that is triggered if the EURO STOXX 50 remains within a modest 15% drawdown. Pricing shows a 0% underwriting discount, yet the issuer’s valuation is 0.6%-3.6% below par, implying typical structuring costs. The 1.1765 downside leverage means losses exceed index losses once the barrier is breached, a feature that sharply skews the risk/return trade-off. No interim liquidity support is offered, so exit pricing will be discounted. For RBC this is routine funding; for investors it’s a niche risk-controlled equity play best suited to those with a moderately bullish to sideways view on European equities.

TL;DR: Neutral for RY shares; product simply broadens funding mix, immaterial to earnings.

From an issuer perspective the deal provides attractively priced term funding: 0% coupon, principal at par, and embedded option premium collected upfront. The aggregate size is undisclosed but unlikely to move the needle for a C$1 trn balance-sheet bank. For portfolio allocation, the instrument functions as a short-dated equity replacement with defined outcomes. However, the asymmetry—capped upside vs. leveraged downside—means risk-adjusted returns lag a passive ETF if SX5E rises sharply. The product may suit yield-seekers looking for equity exposure with conditional protection, but does not alter RBC’s credit profile or capital metrics.

Royal Bank of Canada (RY) sta promuovendo note senior non garantite legate all'indice Digital EURO STOXX 50® tramite un deposito 424B2. Le note non pagano interessi periodici e hanno una durata prevista di 24-27 mesi. Il rimborso dipende dall'andamento dell'indice EURO STOXX 50 (SX5E):

  • Se il livello finale dell'indice è almeno l'85% di quello iniziale, gli investitori ricevono un importo fisso di regolamento soglia di circa $1.151,30–$1.178,00 per ogni nota da $1.000 (un guadagno del 15,13%–17,8%).
  • Se l'indice chiude sotto la soglia dell'85%, il capitale viene ridotto da un fattore accelerato—$1.000 + 1,1765 × (rendimento dell'indice + 15%). Le perdite possono arrivare fino al 100% del capitale investito.

Il valore stimato iniziale è compreso tra $963,70 e $993,70, inferiore al valore nominale, a indicare costi impliciti e fattori di mercato. Lo sconto di sottoscrizione è pari a 0%, quindi RBC incassa il 100% dei proventi. La denominazione minima è di $1.000; i trasferimenti avvengono in multipli di $1.000.

I principali rischi evidenziati includono: possibile perdita totale del capitale, esposizione al rischio di credito di RBC, valore di mercato inferiore al prezzo di emissione prima della scadenza, e assenza di assicurazione CDIC/FDIC o protezione da conversione in bail-in. Termini dettagliati e fattori di rischio sono disponibili nel prospetto informativo, nel supplemento al prospetto, nel supplemento sottostante 1A e nel supplemento prodotto 1A.

Royal Bank of Canada (RY) está ofreciendo notas senior no garantizadas vinculadas al índice Digital EURO STOXX 50® bajo un registro 424B2. Las notas no pagan intereses periódicos y tienen un plazo esperado de 24-27 meses. El reembolso está ligado al EURO STOXX 50 (SX5E):

  • Si el nivel final del índice es al menos el 85% del nivel inicial, los inversores reciben un monto fijo de liquidación umbral de aproximadamente $1,151.30–$1,178.00 por cada nota de $1,000 (una ganancia del 15.13%–17.8%).
  • Si el índice termina por debajo del umbral del 85%, el principal se reduce por un factor acelerado—$1,000 + 1.1765 × (rendimiento del índice + 15%). Las pérdidas pueden alcanzar el 100% del principal.

El valor estimado inicial es de $963.70–$993.70, por debajo del valor nominal, lo que indica costos incorporados y factores de mercado. El descuento de suscripción es 0%, por lo que RBC recibe el 100% de los ingresos. La denominación mínima es de $1,000; las transferencias se hacen en incrementos de $1,000.

Los riesgos clave destacados incluyen: posible pérdida total del principal, exposición al riesgo crediticio de RBC, valor de mercado por debajo del precio de emisión antes del vencimiento, y falta de seguro CDIC/FDIC o protección contra conversión en rescate financiero. Los términos detallados y factores de riesgo se encuentran en el prospecto, suplemento de prospecto, suplemento subyacente 1A y suplemento de producto 1A adjuntos.

Royal Bank of Canada (RY)는 424B2 신고를 통해 Digital EURO STOXX 50® 지수 연동 무담보 선순위 채권을 마케팅하고 있습니다. 이 채권은 정기 이자 지급이 없으며 예상 만기는 24~27개월입니다. 상환은 EURO STOXX 50 (SX5E) 지수에 연동됩니다:

  • 최종 지수 수준이 초기 수준의 최소 85% 이상일 경우, 투자자는 $1,000 채권당 약 $1,151.30–$1,178.00의 고정 임계치 정산 금액을 받습니다(15.13%~17.8% 수익).
  • 지수가 85% 임계치 아래에서 마감될 경우, 원금은 가속화 계수로 감소합니다—$1,000 + 1.1765 × (지수 수익률 + 15%). 손실은 원금의 100%까지 발생할 수 있습니다.

초기 추정 가치$963.70–$993.70로 액면가 이하이며, 이는 내재 수수료 및 시장 요인을 반영합니다. 인수 할인율은 0%로 RBC가 수익금의 100%를 받습니다. 최소 단위는 $1,000이며, $1,000 단위로 이전이 가능합니다.

주요 위험 요소로는 원금 전액 손실 가능성, RBC 신용 위험 노출, 만기 전 발행가 대비 시장 가치 하락, CDIC/FDIC 보험 또는 바이아웃 전환 보호 부재 등이 포함됩니다. 자세한 조건과 위험 요소는 첨부된 설명서, 설명서 보충자료, 기본 보충자료 1A 및 상품 보충자료 1A에 명시되어 있습니다.

Royal Bank of Canada (RY) commercialise des billets senior non garantis liés à l'indice Digital EURO STOXX 50® dans le cadre d'un dépôt 424B2. Ces billets ne versent aucun intérêt périodique et ont une durée prévue de 24 à 27 mois. Le remboursement dépend de l'indice EURO STOXX 50 (SX5E) :

  • Si le niveau final de l'indice est au moins à 85% du niveau initial, les investisseurs reçoivent un montant fixe de règlement seuil d'environ 1 151,30 $–1 178,00 $ par billet de 1 000 $ (un gain de 15,13% à 17,8%).
  • Si l'indice termine en dessous du seuil de 85%, le principal est réduit par un facteur accéléré—1 000 $ + 1,1765 × (rendement de l'indice + 15%). Les pertes peuvent atteindre 100% du principal.

La valeur estimée initiale est comprise entre 963,70 $ et 993,70 $, inférieure à la valeur nominale, ce qui reflète des frais intégrés et des facteurs de marché. La décote de souscription est de 0%, donc RBC reçoit 100% des produits. La dénomination minimale est de 1 000 $; les transferts s'effectuent par tranches de 1 000 $.

Les principaux risques soulignés comprennent : la perte totale possible du principal, l'exposition au risque de crédit de RBC, une valeur de marché inférieure au prix d'émission avant l'échéance, et l'absence d'assurance CDIC/FDIC ou de protection contre la conversion en bail-in. Les conditions détaillées et les facteurs de risque sont fournis dans le prospectus, le supplément au prospectus, le supplément sous-jacent 1A et le supplément produit 1A joints.

Royal Bank of Canada (RY) bietet senior unbesicherte Digital EURO STOXX 50® Index-gebundene Notes im Rahmen einer 424B2-Meldung an. Die Notes zahlen keine periodischen Zinsen und haben eine erwartete Laufzeit von 24-27 Monaten. Die Rückzahlung ist an den EURO STOXX 50 (SX5E) gebunden:

  • Liegt der Endindex mindestens bei 85% des Anfangsniveaus, erhalten Anleger einen festen Schwellenabwicklungsbetrag von etwa $1.151,30–$1.178,00 pro $1.000 Note (ein Plus von 15,13%–17,8%).
  • Fällt der Index unter die 85%-Schwelle, wird das Kapital durch einen beschleunigten Faktor reduziert—$1.000 + 1,1765 × (Indexrendite + 15%). Verluste können bis zu 100% des Kapitals betragen.

Der anfängliche Schätzwert liegt bei $963,70–$993,70, unter dem Nennwert, was eingebettete Gebühren und Marktfaktoren widerspiegelt. Der Underwriting-Abschlag beträgt 0%, sodass RBC 100% der Erlöse erhält. Die Mindeststückelung beträgt $1.000; Übertragungen erfolgen in $1.000-Schritten.

Wichtige hervorgehobene Risiken umfassen: potenziellen Totalverlust des Kapitals, Kreditrisiko von RBC, Marktwert unter dem Ausgabepreis vor Fälligkeit sowie fehlenden CDIC/FDIC-Versicherungsschutz oder Schutz vor Bail-in-Konversion. Detaillierte Bedingungen und Risikofaktoren sind im begleitenden Prospekt, Prospektergänzung, Basisergänzung 1A und Produktergänzung 1A enthalten.

 

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Registration Statement No. 333-275898

Filed Pursuant to Rule 424(b)(2)

Subject to Completion. Dated June 23, 2025.

Pricing Supplement to the Prospectus dated December 20, 2023, the Series J Prospectus Supplement dated December 20, 2023, the Underlying Supplement No. 1A dated May 16, 2024 and the Product Supplement No. 1A dated May 16, 2024

 

Royal Bank of Canada

$

Digital EURO STOXX 50® Index-Linked Notes, due

The notes will not bear interest. The amount that you will be paid on your notes on the stated maturity date (expected to be the second scheduled business day after the determination date) is based on the performance of the EURO STOXX 50® Index (which we refer to as the “underlier”) as measured from the trade date to and including the determination date (expected to be between 24 and 27 months after the trade date). If the final underlier level (defined below) on the determination date is greater than or equal to the threshold level of 85.00% of the initial underlier level (set on the trade date and expected to be the closing level of the underlier on the trade date), you will receive the threshold settlement amount (expected to be between $1,151.30 and $1,178.00 for each $1,000 principal amount of notes). However, if the final underlier level is less than the threshold level, the return on your notes will be negative. You could lose your entire investment in the notes.

To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 principal amount of notes, you will receive an amount in cash equal to:

·if the underlier return is greater than or equal to -15.00% (the final underlier level is greater than or equal to 85.00% of the initial underlier level), the threshold settlement amount; or

·if the underlier return is negative and is below -15.00% (the final underlier level is less than 85.00% of the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) approximately 1.1765 times (c) the sum of the underlier return plus 15.00%. This amount will be less than $1,000 and could be zero.

The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided in this pricing supplement so that you may better understand the terms and risks of your investment.

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 $963.70 and $993.70 per $1,000 principal amount of notes and will be less than the original issue price. 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.

Your investment in the notes involves certain risks, including, among other things, our credit risk. See the section “Selected Risk Factors” beginning on page PS-8 of this pricing supplement.

Original issue date:                      , 2025 Original issue price: 100.00% of the principal amount
Underwriting discount: 0.00% of the principal amount Net proceeds to the issuer: 100.00% of the principal amount

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-13 of this pricing supplement.

The original issue price, underwriting discount and net proceeds to the issuer listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the notes will depend in part on the issue price you pay for such notes.

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.

RBC Capital Markets, LLC

Pricing Supplement dated June     , 2025

 

 
 

 

SUMMARY INFORMATION

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. 1A dated May 16, 2024. 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 Factors” in this document 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. 1A dated May 16, 2024:

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm

 

Our Central Index Key, or CIK, on the SEC website is 1000275.

 

We refer to the notes we are offering by this pricing supplement as the “notes.” Each of the notes, including your notes, has the terms described below. As used in this pricing supplement, references to “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us” mean only Royal Bank of Canada and all references to “$” or “dollar” are to U.S. dollars.

 

Key Terms

 

Issuer: Royal Bank of Canada

 

Underlier: the EURO STOXX 50® Index (Bloomberg symbol “SX5E Index”), as calculated, maintained and published by STOXX Limited (the “underlier sponsor”)

 

Specified currency: U.S. dollars (“$”)

 

Denominations: $1,000 and integral multiples of $1,000 in excess of $1,000. The notes may be transferred only in amounts of $1,000 and increments of $1,000 thereafter.

 

Principal amount: each note will have a principal amount of $1,000; $              in the aggregate for all the notes; the aggregate principal amount of the notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the notes on a date subsequent to the date of this pricing supplement.

 

Purchase at amount other than principal amount: the amount we will pay you at the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire notes at a premium (or discount) to principal amount and hold them to the stated maturity date, it could affect your investment in a number of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at a price equal to the principal amount. Also, the threshold level would not offer the same measure of protection to your investment as would be the case if you had purchased the notes at the principal amount. Additionally, the threshold settlement amount would correspond to a lower

 

PS-2 

 

 

(or higher) percentage return than indicated below, relative to your initial investment. See “Selected Risk Factors—Risks Relating to the Terms of the Notes—If the Original Issue Price for Your Notes Represents a Premium to the Principal Amount, the Return on Your Notes Will Be Lower Than the Return on Notes for Which the Original Issue Price Is Equal to the Principal Amount or Represents a Discount to the Principal Amount” on page PS-9 of this pricing supplement.

 

Cash settlement amount (on the stated maturity date): for each $1,000 principal amount of notes, we will pay you on the stated maturity date an amount in cash equal to:

 

·if the final underlier level is greater than or equal to the threshold level, the threshold settlement amount; or

 

·if the final underlier level is less than the threshold level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the buffer rate times (c) the sum of the underlier return plus the threshold amount. In this case, the cash settlement amount will be less than the principal amount of the notes, and you will lose some or all of the principal amount.

 

Initial underlier level (to be set on the trade date):                     , the closing level of the underlier on the trade date

 

Final underlier level: the closing level of the underlier on the determination date, except in the limited circumstances described under “General Terms of the Notes—Postponement of a Determination Date” on page PS-34 of the accompanying product supplement and subject to adjustment as provided under “General Terms of the Notes—Indices—Discontinuation of, or Adjustments to, an Index” on page PS-33 of the accompanying product supplement

 

Underlier return: the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage

 

Threshold settlement amount (to be set on the trade date): expected to be between $1,151.30 and $1,178.00

 

Threshold level: 85.00% of the initial underlier level

 

Threshold amount: 15.00%

 

Buffer rate: the quotient of the initial underlier level divided by the threshold level, which equals approximately 117.65%

 

Trade date: June     , 2025

 

Original issue date (settlement date) (to be set on the trade date): expected to be the fifth scheduled business day following the trade date

 

Determination date (to be set on the trade date): a specified date that is expected to be between 24 and 27 months after the trade date, subject to adjustment as described under “General Terms of the Notes—Postponement of a Determination Date” on page PS-34 of the accompanying product supplement

 

Stated maturity date (to be set on the trade date): a specified date that is expected to be the second scheduled business day after the determination date, subject to adjustment as described under “General Terms of the Notes—Postponement of a Payment Date” on page PS-35 of the accompanying product supplement

 

No interest: the notes will not bear interest.

 

No listing: the notes will not be listed on any securities exchange or interdealer quotation system.

 

No redemption: the notes are not subject to redemption prior to maturity.

 

Closing level: as described under “General Terms of Notes—Indices—Certain Definitions” on page PS-32 of the accompanying product supplement. The accompanying product supplement refers to the closing level as the closing value.

 

Business day: as described under “Summary—Business Day” on page PS-1 of the accompanying product supplement

 

Scheduled trading day: notwithstanding anything to the contrary under “General Terms of Notes—Indices—Certain Definitions” on page PS-32 of the accompanying product supplement, for the purposes of the notes, a “scheduled trading day” means, with respect to the underlier, a day, as determined by the calculation agent, on which the underlier sponsor is scheduled to publish the closing level of the underlier, regardless of whether one or more of the principal securities markets for the stocks composing the Underlier are closed on that day.

 

Use of proceeds and hedging: as described under “Use of Proceeds and Hedging” on page PS-17 of the accompanying product supplement

 

ERISA: as described under “Benefit Plan Investor Considerations” on page PS-57 of the accompanying product supplement

 

 

PS-3 

 

 

Calculation agent: RBC Capital Markets, LLC (“RBCCM”)

 

Agent: RBCCM

 

U.S. tax treatment: please see the section entitled “United States Federal Income Tax Considerations” herein.

 

Canadian tax treatment: please see the section entitled “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement.

 

CUSIP no.: 78017PAY7

 

ISIN no.: US78017PAY79

 

FDIC: the notes will not constitute deposits that are insured by the Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any other Canadian or U.S. governmental agency.

 

Indenture: the notes will be issued under our senior debt indenture, as amended and supplemented through the date hereof, which is described in the accompanying prospectus. Please see the section “Description of Debt Securities” beginning on page 4 of the accompanying prospectus for a description of the senior debt indenture, including the limited circumstances that would constitute an event of default under the notes that we are offering.

 

The trade date, the determination date and the stated maturity date are subject to change. These dates will be set forth in the final pricing supplement that will be made available in connection with sales of the notes.

 

Supplemental Terms of the Notes

 

For purposes of the notes:

 

·the provisions set forth under “General Terms of Notes—Change-in-Law Events” in the accompanying product supplement are not applicable; and

 

·all references to each of the following terms used in the accompanying product supplement will be deemed to refer to the corresponding term used in this pricing supplement as set forth in the table below:

 

Product Supplement Term Pricing Supplement Term
Payment at maturity cash settlement amount
Initial Underlier Value initial underlier level
Final Underlier Value final underlier level
Closing value closing level

 

If information in this pricing supplement is inconsistent with the accompanying prospectus, prospectus supplement or product supplement, this pricing supplement will supersede those documents.

 

 

 

 

 

 

 

 

 

 

 

 

PS-4 

 

Hypothetical Examples

 

The following table and chart are provided only for purposes of illustration. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact that various hypothetical final underlier levels on the determination date could have on the cash settlement amount at maturity, assuming all other variables remain constant.

 

The examples below are based on a range of final underlier levels that are entirely hypothetical. No one can predict what the underlier level will be on any day during the term of your notes, and no one can predict what the final underlier level will be. The underlier has been highly volatile in the past—meaning that the underlier level has changed considerably in relatively short periods—and its performance cannot be predicted for any future period.

 

The information in the following examples reflects hypothetical rates of return on the notes assuming that they are purchased on the original issue date with a $1,000 principal amount and are held to maturity. If you sell your notes in any secondary market prior to maturity, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such as interest rates and the volatility of the underlier. In addition, assuming no changes in market conditions or our creditworthiness and any other relevant factors, the value of your notes on the trade date (as determined by reference to pricing models used by RBCCM and taking into account our credit spreads) will be, and the price you may receive for your notes may be, significantly less than the principal amount. For more information on the value of your notes in the secondary market, see “Selected Risk Factors—Risks Relating to the Initial Estimated Value of the Notes—The Initial Estimated Value of the Notes Will Be Less Than the Original Issue Price” below. The information in the table also reflects the key terms and assumptions in the box below.

 

Key Terms and Assumptions
Principal amount $1,000
Hypothetical threshold settlement amount $1,151.30
Threshold level 85.00% of the initial underlier level
Buffer rate approximately 117.65%
Threshold amount 15.00%

Neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date

 

No change affecting the method by which the underlier sponsor calculates the underlier

 

Notes purchased on original issue date at a price equal to the principal amount and held to the stated maturity date

 

Moreover, we have not yet set the initial underlier level that will serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, at maturity. We will not do so until the trade date. As a result, the actual initial underlier level may differ substantially from the underlier level prior to the trade date and may be higher or lower than the actual closing level of the underlier on the trade date.

 

For these reasons, the actual performance of the underlier over the term of your notes, as well as the cash settlement amount, if any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods, see “The Underlier—Historical Performance of the Underlier” below. Before investing in the notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of the notes.

 

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the stocks included in the underlier (the “underlier stocks”).

 

The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 principal amount of notes at maturity would equal the principal amount of a note, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions noted above.

 

PS-5 

 

Hypothetical Final Underlier Level (as a Percentage of the Initial Underlier Level) Hypothetical Cash Settlement Amount (as a Percentage of the Principal Amount)
150.000% 115.130%
140.000% 115.130%
130.000% 115.130%
120.000% 115.130%
115.130% 115.130%
110.000% 115.130%
105.000% 115.130%
102.500% 115.130%
100.000% 115.130%
95.000% 115.130%
90.000% 115.130%
85.000% 115.130%
84.999% 99.999%
80.000% 94.118%
75.000% 88.235%
50.000% 58.824%
25.000% 29.412%
0.000% 0.000%

 

If, for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be approximately 29.412% of the principal amount of your notes, as shown in the hypothetical cash settlement amount column of the table above. As a result, if you purchased your notes at the principal amount on the settlement date and held them to maturity, you would lose approximately 70.588% of your investment.

 

If the final underlier level were determined to be 85.000% or more of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be capped at the threshold settlement amount (expressed as a percentage of the principal amount), or 115.130% of the principal amount of your notes, as shown in the hypothetical cash settlement amount column of the table above. As a result, if you purchased your notes at the principal amount on the settlement date and held them to maturity, you would not benefit from any final underlier level greater than 85.000% of the initial underlier level, regardless of the extent to which the final underlier level may be greater than 85.000% of the initial underlier level.

 

PS-6 

 

The following chart also illustrates the hypothetical cash settlement amounts (expressed as a percentage of the principal amount of your notes) that we would pay on your notes on the stated maturity date, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown on the horizontal axis. The chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier level) of less than the threshold level would result in a hypothetical cash settlement amount of less than 100.00% of the principal amount of your notes (the section below the 100.00% marker on the vertical axis) and, accordingly, in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level that is greater than or equal to the threshold level (the section right of the 85.000% marker on the horizontal axis) would result in a capped return on your investment.

 

 

n The Note Performance     n The Underlier Performance

 

No one can predict what the final underlier level will be. The actual amount that a holder of the notes will receive at maturity and the actual return on your investment in the notes, if any, will depend on the initial underlier level, the stated maturity date and the threshold settlement amount that will be set on the trade date and the actual final underlier level determined by the calculation agent. In addition, the actual return on your notes will further depend on the original issue price. Moreover, the assumptions on which the hypothetical table and chart are based may turn out to be inaccurate. Consequently, the return on your investment in the notes, if any, and the actual cash settlement amount to be paid in respect of the notes at maturity may be very different from the information reflected in the table and chart above.

 

PS-7 

 

selected Risk Factors

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. Your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks included in the underlier.

 

Risks Relating to the Terms of the Notes

 

You May Lose Your Entire Investment in the Notes

 

The principal amount of your investment is not protected and you may lose a significant amount, or even all, of your investment in the notes. The cash settlement amount, if any, will depend on the performance of the underlier and the change in the level of the underlier from the trade date to the determination date, and you may receive significantly less than the principal amount of the notes. You will receive at least the principal amount of the notes at maturity, subject to our credit risk, only if the final underlier level is greater than or equal to the threshold level. If the final underlier level is less than the threshold level, then you will lose approximately 1.1765% of the principal amount of your notes for every 1% that the final underlier level is less than the threshold level. Accordingly, you could lose a substantial portion, and perhaps all, of your investment in the notes, including any premium to the principal amount you may have paid when you purchased the notes.

 

In addition, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity date, the price you receive for the notes may be significantly less than the price that you paid for them.

 

The Return on the Notes Is Limited to the Return Represented by the Threshold Settlement Amount

 

You will not participate in any appreciation in the level of the underlier. Instead, you will receive a fixed threshold settlement amount if the final underlier level is greater than or equal to the threshold level. You will not receive a return on the notes greater than the return represented by the threshold settlement amount. Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier stocks.

 

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.

 

The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable Maturity

 

There will be no periodic interest payments on the notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on the notes, which could be negative, may be less than the return you could earn on other investments. 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.

 

Any Payment on the Notes Will Be Determined Based on the Closing Levels of the Underlier on the Dates Specified

 

Any payment on the notes will be determined based on the closing levels of the underlier on the dates specified. You will not benefit from any more favorable level of the underlier determined at any other time.

 

The Stated Maturity Date of the Notes Is a Pricing Term and Will Be Determined By Us on the Trade Date

 

We will not fix the stated maturity date until the trade date. The term of the notes could be as long as the high end of the range set forth on the cover page of this pricing supplement. You should be willing and able to hold your notes for up to the high end of the range set forth on the cover page of this pricing supplement. The stated maturity date selected by us could have an impact on the value of the notes.

 

PS-8 

 

If the Original Issue Price for Your Notes Represents a Premium to the Principal Amount, the Return on Your Notes Will Be Lower Than the Return on Notes for Which the Original Issue Price Is Equal to the Principal Amount or Represents a Discount to the Principal Amount

 

The cash settlement amount will not be adjusted based on the original issue price. If the original issue price for your notes differs from the principal amount, the return on your notes held to maturity will differ from, and may be substantially less than, the return on notes for which the original issue price is equal to the principal amount. If the original issue price for your notes represents a premium to the principal amount and you hold them to maturity, the return on your notes will be lower than the return on notes for which the original issue price is equal to the principal amount or represents a discount to the principal amount.

 

In addition, the impact of the threshold level and the threshold settlement amount on the return on your investment will depend upon the price you pay for your notes relative to the principal amount. For example, if the final underlier level is less than the threshold level, you will incur a greater percentage decrease in your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount. Similarly, if you purchase your notes at a premium to the principal amount, the threshold settlement amount will correspond to a lower percentage increase in your investment in the notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount.

 

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. 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 Original Issue Price

 

The initial estimated value of the notes will be less than the original issue 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 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 original issue price of 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 the original issue price and the initial estimated value, as any such sale price would not be expected to include 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.

 

As set forth below in the section “Supplemental Plan of Distribution (Conflicts of Interest)” below, for a limited period of time after the trade date, your broker may repurchase the notes at a price that is greater than the estimated value of the notes at that time. However, assuming no changes in any other relevant factors, the price you may receive if you sell your notes is expected to decline gradually during that period.

 

PS-9 

 

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 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 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 levels 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 Securities Included in the Underlier

 

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 securities included in the underlier. The underlier is a price return index and its return does not reflect regular cash dividends paid by its components.

 

The Notes Are Subject to Risks Relating to Non-U.S. Securities Markets

 

The equity securities composing the underlier are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.

 

The Notes Do Not Provide Direct Exposure to Fluctuations in Exchange Rates Between the U.S. Dollar and the Euro

 

The underlier is composed of non-U.S. securities denominated in euros. Because the level of the underlier is also calculated in euros (and not in U.S. dollars), the performance of the underlier will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. In addition, any payments on the notes determined based in part on the performance of the underlier will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. Therefore, holders of the notes will not benefit from any appreciation of the euro relative to the U.S. dollar.

 

PS-10 

 

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 determination of the closing level of the underlier. See “General Terms of the Notes—Indices—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 Could Adversely Affect Any Payments on the Notes

 

The underlier sponsor may add, delete, substitute or adjust the securities composing the underlier or make other methodological changes to the underlier that could affect its performance. The calculation agent will calculate the value to be used as the closing level of the underlier in the event of certain material changes in, or modifications to, the underlier. In addition, the underlier sponsor may also discontinue or suspend calculation or publication of the underlier at any time. Under these circumstances, the calculation agent may select a successor index that the calculation agent determines to be comparable to the underlier or, if no successor index is available, the calculation agent will determine the value to be used as the closing level of the underlier. Any of these actions could adversely affect the level of the underlier and, consequently, the value of the notes. See “General Terms of the Notes—Indices—Discontinuation of, or Adjustments to, an Index” in the accompanying product supplement.

 

PS-11 

 

THE UNDERLIER

 

The underlier is a free float market capitalization-weighted index composed of 50 of the largest stocks in terms of free float market capitalization traded on major Eurozone exchanges. For more information about the underlier, see “Indices—The STOXX Benchmark Indices” in the accompanying underlying supplement.

 

Historical Performance of the Underlier

 

The closing levels of the underlier have fluctuated in the past and may experience significant fluctuations in the future. Any historical upward or downward trend in the closing levels of the underlier during any period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the term of the notes.

 

The historical levels of the underlier are provided only for informational purposes. You should not take the historical levels of the underlier as an indication of its future performance. We cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than the original issue price at maturity. Neither we nor any of our affiliates makes any representation to you as to the performance of the underlier. Moreover, in light of current market conditions, the trends reflected in the historical performance of the underlier may be less likely to be indicative of the performance of the underlier over the term of the notes than would otherwise have been the case. The actual performance of the underlier over the term of the notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.

 

The graph below shows the daily historical closing levels of the underlier from January 1, 2015 through June 20, 2025. We obtained the closing levels of the underlier listed in the graph below from Bloomberg Financial Services, without independent verification.

 

Historical Performance of the EURO STOXX 50® Index

 

 

PS-12 

 

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 that are “open transactions,” as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts that are Open Transactions” 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. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition of your notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your notes should be treated as short-term capital gain or loss unless you have held the notes for more than one year, in which case your gain or loss should be treated as long-term capital gain or loss.

 

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. 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.

 

Supplemental Plan of Distribution (Conflicts of Interest)

 

We will sell to RBCCM, and RBCCM will purchase from us, the principal amount of the notes specified, at the price specified, on the cover page of this pricing supplement. RBCCM, acting as our agent, will not receive an underwriting discount in connection with the sale of the notes. RBCCM has informed us that, as part of its distribution of the notes, it will reoffer them at a purchase price equal to 100.00% of the principal amount to one or more other dealers who will sell them to their customers. A fee will be paid to iCapital Markets LLC, a broker-dealer with no affiliation with us, for services it is providing in connection with this offering. An affiliate of Goldman Sachs & Co. LLC, which is acting as a dealer in connection with the distribution of the notes, holds an indirect minority equity interest in iCapital Markets, LLC. In the future, RBCCM or one of its affiliates, may repurchase and resell the notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. For more information about the plan of distribution, the distribution agreement and possible market-making activities, see “Supplemental Plan of Distribution” in the accompanying prospectus supplement.

 

PS-13 

 

RBCCM or another of our affiliates may make a market in the notes after the trade date; however, it is not obligated to do so. The price that it makes available from time to time after the issue date at which it would be willing to repurchase the notes will generally reflect its estimate of their value. That estimated value will be based on a variety of factors, including then-prevailing market conditions, our creditworthiness and transaction costs. However, for a period of approximately three months after the trade date, the price at which RBCCM may repurchase the notes may be higher than their estimated value at that time. This is because the estimated value of the notes will not include our hedging costs and profits; however, the price at which RBCCM may repurchase the notes during that period may initially be a higher amount, reflecting the addition of a portion of 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 continues to make a market in the notes, the prices that it would pay for them are expected to reflect its estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be identical to the price at which RBCCM would be willing to purchase the notes at that time, and could be lower than RBCCM’s price.

 

RBCCM or another of its affiliates or agents may use this pricing supplement in the initial sale of the notes. In addition, RBCCM or any other affiliate of Royal Bank of Canada may use this pricing supplement in a market-making transaction in a note after its initial sale. Unless RBCCM or its 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 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 original issue 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 affiliates. 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. Our cost of hedging will include the projected profit that such counterparties expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging our obligations entails risks and may be influenced by market forces beyond the counterparties’ control, such hedging may result in a profit that is more or less than expected, or could result in a loss. See “Use of Proceeds and Hedging” on page PS-17 of the accompanying product supplement.

 

See “Selected Risk Factors—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 Original Issue Price” above.

 

PS-14 

FAQ

What is the threshold level for the RY Digital EURO STOXX 50 Notes?

The threshold level is 85% of the initial EURO STOXX 50 level; performance above this triggers the fixed payout.

How much can I earn if the index stays above the threshold?

You will receive a Threshold Settlement Amount of about $1,151.30–$1,178.00 per $1,000 note (15.13%–17.8% gain).

What happens if the EURO STOXX 50 falls more than 15%?

Repayment equals $1,000 plus 1.1765 × (index return + 15%), producing losses that can reach 100% of principal.

Do the notes pay any interest before maturity?

No. The notes are zero-coupon; all return (positive or negative) is realized at maturity.

Is the investment insured or bail-in eligible?

The notes are not insured by CDIC/FDIC and are not bail-inable under Canadian regulations.

What is the issuer’s initial estimated value?

RBC estimates the fair value at $963.70–$993.70 per $1,000 note on the trade date.
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