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 has announced Enhanced Return Buffer Notes linked to the MSCI Emerging Markets Index, due July 5, 2030. The notes offer enhanced return potential with a 108% participation rate in the index's positive performance and partial downside protection.

Key features include:

  • Principal protection if the index declines up to 20% (Buffer Value)
  • For declines beyond 20%, investors lose 1% for each 1% decline beyond the buffer
  • No periodic interest payments
  • Minimum investment of $1,000
  • Initial estimated value between $900-$950 per $1,000 principal amount

The offering includes underwriting discounts of 3.20%, with selling concessions up to $32.00 per $1,000 principal amount. The notes will not be listed on any securities exchange and are subject to Royal Bank of Canada's credit risk. This structured product aims to provide enhanced exposure to emerging markets with partial downside protection.

Royal Bank of Canada ha annunciato le Enhanced Return Buffer Notes collegate all'MSCI Emerging Markets Index, con scadenza il 5 luglio 2030. Queste note offrono un potenziale di rendimento aumentato con un tasso di partecipazione del 108% alla performance positiva dell'indice e una protezione parziale contro le perdite.

Caratteristiche principali:

  • Protezione del capitale se l'indice scende fino al 20% (Buffer Value)
  • Per cali oltre il 20%, gli investitori perdono l'1% per ogni 1% di declino oltre il buffer
  • Nessun pagamento periodico di interessi
  • Investimento minimo di $1.000
  • Valore iniziale stimato tra $900 e $950 per ogni $1.000 di capitale

L'offerta include sconti di sottoscrizione del 3,20%, con commissioni di vendita fino a $32,00 per ogni $1.000 di capitale. Le note non saranno quotate in nessun mercato azionario e sono soggette al rischio di credito della Royal Bank of Canada. Questo prodotto strutturato mira a fornire un'esposizione migliorata ai mercati emergenti con una protezione parziale dal ribasso.

Royal Bank of Canada ha anunciado las Enhanced Return Buffer Notes vinculadas al MSCI Emerging Markets Index, con vencimiento el 5 de julio de 2030. Estas notas ofrecen un potencial de rendimiento mejorado con una tasa de participación del 108% en el desempeño positivo del índice y protección parcial contra pérdidas.

Características clave:

  • Protección del capital si el índice cae hasta un 20% (Valor del Buffer)
  • Para caídas superiores al 20%, los inversores pierden un 1% por cada 1% de caída más allá del buffer
  • No hay pagos periódicos de intereses
  • Inversión mínima de $1,000
  • Valor inicial estimado entre $900 y $950 por cada $1,000 de capital

La oferta incluye descuentos de suscripción del 3,20%, con concesiones de venta de hasta $32.00 por cada $1,000 de capital. Las notas no estarán listadas en ninguna bolsa de valores y están sujetas al riesgo crediticio de Royal Bank of Canada. Este producto estructurado busca proporcionar una exposición mejorada a los mercados emergentes con protección parcial contra pérdidas.

Royal Bank of CanadaMSCI 신흥시장 지수에 연동된 Enhanced Return Buffer Notes를 2030년 7월 5일 만기로 발표했습니다. 이 노트는 지수의 긍정적 성과에 대해 108% 참여율을 제공하며 부분적인 하락 보호 기능을 갖추고 있습니다.

주요 특징:

  • 지수가 최대 20% 하락해도 원금 보호(버퍼 값)
  • 20%를 초과하는 하락에 대해서는 버퍼를 초과하는 1% 하락마다 투자자는 1% 손실
  • 정기적인 이자 지급 없음
  • 최소 투자금액 $1,000
  • 1,000달러 원금 당 초기 예상 가치는 $900~$950 사이

공모에는 3.20%의 인수 할인과 1,000달러 원금 당 최대 $32.00의 판매 수수료가 포함되어 있습니다. 이 노트는 어떤 증권 거래소에도 상장되지 않으며 Royal Bank of Canada의 신용 위험에 노출됩니다. 이 구조화 상품은 신흥시장에 대한 향상된 노출과 부분적 하락 보호를 제공하는 것을 목표로 합니다.

Royal Bank of Canada a annoncé des Enhanced Return Buffer Notes liées à l'indice MSCI Emerging Markets, arrivant à échéance le 5 juillet 2030. Ces notes offrent un potentiel de rendement accru avec un taux de participation de 108% à la performance positive de l'indice ainsi qu'une protection partielle contre les baisses.

Caractéristiques principales :

  • Protection du capital si l'indice baisse jusqu'à 20% (valeur du buffer)
  • Au-delà de 20% de baisse, les investisseurs perdent 1% pour chaque 1% de baisse supplémentaire
  • Pas de paiements d'intérêts périodiques
  • Investissement minimum de 1 000 $
  • Valeur initiale estimée entre 900 $ et 950 $ pour 1 000 $ de capital

L'offre inclut des remises de souscription de 3,20%, avec des commissions de vente pouvant atteindre 32,00 $ par tranche de 1 000 $ de capital. Les notes ne seront pas cotées en bourse et sont soumises au risque de crédit de la Royal Bank of Canada. Ce produit structuré vise à offrir une exposition accrue aux marchés émergents avec une protection partielle contre les pertes.

Royal Bank of Canada hat Enhanced Return Buffer Notes angekündigt, die mit dem MSCI Emerging Markets Index verbunden sind und am 5. Juli 2030 fällig werden. Die Notes bieten ein erhöhtes Renditepotenzial mit einer 108%igen Partizipationsrate an der positiven Entwicklung des Index sowie einen teilweisen Abwärtsschutz.

Wesentliche Merkmale:

  • Kapitalschutz, wenn der Index bis zu 20% fällt (Buffer Value)
  • Bei Rückgängen über 20% verlieren Anleger 1% für jeden 1% Rückgang über den Puffer hinaus
  • Keine periodischen Zinszahlungen
  • Mindestanlagebetrag von 1.000 USD
  • Geschätzter Anfangswert zwischen 900 und 950 USD pro 1.000 USD Nominalbetrag

Das Angebot beinhaltet Zeichnungsrabatte von 3,20% sowie Verkaufsprovisionen von bis zu 32,00 USD pro 1.000 USD Nominalbetrag. Die Notes werden an keiner Börse notiert sein und unterliegen dem Kreditrisiko der Royal Bank of Canada. Dieses strukturierte Produkt zielt darauf ab, eine verbesserte Beteiligung an Schwellenmärkten mit teilweisem Abwärtsschutz zu bieten.

Positive
  • None.
Negative
  • None.

Royal Bank of Canada ha annunciato le Enhanced Return Buffer Notes collegate all'MSCI Emerging Markets Index, con scadenza il 5 luglio 2030. Queste note offrono un potenziale di rendimento aumentato con un tasso di partecipazione del 108% alla performance positiva dell'indice e una protezione parziale contro le perdite.

Caratteristiche principali:

  • Protezione del capitale se l'indice scende fino al 20% (Buffer Value)
  • Per cali oltre il 20%, gli investitori perdono l'1% per ogni 1% di declino oltre il buffer
  • Nessun pagamento periodico di interessi
  • Investimento minimo di $1.000
  • Valore iniziale stimato tra $900 e $950 per ogni $1.000 di capitale

L'offerta include sconti di sottoscrizione del 3,20%, con commissioni di vendita fino a $32,00 per ogni $1.000 di capitale. Le note non saranno quotate in nessun mercato azionario e sono soggette al rischio di credito della Royal Bank of Canada. Questo prodotto strutturato mira a fornire un'esposizione migliorata ai mercati emergenti con una protezione parziale dal ribasso.

Royal Bank of Canada ha anunciado las Enhanced Return Buffer Notes vinculadas al MSCI Emerging Markets Index, con vencimiento el 5 de julio de 2030. Estas notas ofrecen un potencial de rendimiento mejorado con una tasa de participación del 108% en el desempeño positivo del índice y protección parcial contra pérdidas.

Características clave:

  • Protección del capital si el índice cae hasta un 20% (Valor del Buffer)
  • Para caídas superiores al 20%, los inversores pierden un 1% por cada 1% de caída más allá del buffer
  • No hay pagos periódicos de intereses
  • Inversión mínima de $1,000
  • Valor inicial estimado entre $900 y $950 por cada $1,000 de capital

La oferta incluye descuentos de suscripción del 3,20%, con concesiones de venta de hasta $32.00 por cada $1,000 de capital. Las notas no estarán listadas en ninguna bolsa de valores y están sujetas al riesgo crediticio de Royal Bank of Canada. Este producto estructurado busca proporcionar una exposición mejorada a los mercados emergentes con protección parcial contra pérdidas.

Royal Bank of CanadaMSCI 신흥시장 지수에 연동된 Enhanced Return Buffer Notes를 2030년 7월 5일 만기로 발표했습니다. 이 노트는 지수의 긍정적 성과에 대해 108% 참여율을 제공하며 부분적인 하락 보호 기능을 갖추고 있습니다.

주요 특징:

  • 지수가 최대 20% 하락해도 원금 보호(버퍼 값)
  • 20%를 초과하는 하락에 대해서는 버퍼를 초과하는 1% 하락마다 투자자는 1% 손실
  • 정기적인 이자 지급 없음
  • 최소 투자금액 $1,000
  • 1,000달러 원금 당 초기 예상 가치는 $900~$950 사이

공모에는 3.20%의 인수 할인과 1,000달러 원금 당 최대 $32.00의 판매 수수료가 포함되어 있습니다. 이 노트는 어떤 증권 거래소에도 상장되지 않으며 Royal Bank of Canada의 신용 위험에 노출됩니다. 이 구조화 상품은 신흥시장에 대한 향상된 노출과 부분적 하락 보호를 제공하는 것을 목표로 합니다.

Royal Bank of Canada a annoncé des Enhanced Return Buffer Notes liées à l'indice MSCI Emerging Markets, arrivant à échéance le 5 juillet 2030. Ces notes offrent un potentiel de rendement accru avec un taux de participation de 108% à la performance positive de l'indice ainsi qu'une protection partielle contre les baisses.

Caractéristiques principales :

  • Protection du capital si l'indice baisse jusqu'à 20% (valeur du buffer)
  • Au-delà de 20% de baisse, les investisseurs perdent 1% pour chaque 1% de baisse supplémentaire
  • Pas de paiements d'intérêts périodiques
  • Investissement minimum de 1 000 $
  • Valeur initiale estimée entre 900 $ et 950 $ pour 1 000 $ de capital

L'offre inclut des remises de souscription de 3,20%, avec des commissions de vente pouvant atteindre 32,00 $ par tranche de 1 000 $ de capital. Les notes ne seront pas cotées en bourse et sont soumises au risque de crédit de la Royal Bank of Canada. Ce produit structuré vise à offrir une exposition accrue aux marchés émergents avec une protection partielle contre les pertes.

Royal Bank of Canada hat Enhanced Return Buffer Notes angekündigt, die mit dem MSCI Emerging Markets Index verbunden sind und am 5. Juli 2030 fällig werden. Die Notes bieten ein erhöhtes Renditepotenzial mit einer 108%igen Partizipationsrate an der positiven Entwicklung des Index sowie einen teilweisen Abwärtsschutz.

Wesentliche Merkmale:

  • Kapitalschutz, wenn der Index bis zu 20% fällt (Buffer Value)
  • Bei Rückgängen über 20% verlieren Anleger 1% für jeden 1% Rückgang über den Puffer hinaus
  • Keine periodischen Zinszahlungen
  • Mindestanlagebetrag von 1.000 USD
  • Geschätzter Anfangswert zwischen 900 und 950 USD pro 1.000 USD Nominalbetrag

Das Angebot beinhaltet Zeichnungsrabatte von 3,20% sowie Verkaufsprovisionen von bis zu 32,00 USD pro 1.000 USD Nominalbetrag. Die Notes werden an keiner Börse notiert sein und unterliegen dem Kreditrisiko der Royal Bank of Canada. Dieses strukturierte Produkt zielt darauf ab, eine verbesserte Beteiligung an Schwellenmärkten mit teilweisem Abwärtsschutz zu bieten.

   

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 June 25, 2025

Pricing Supplement dated June __, 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. 1A dated May 16, 2024

 

 

$
Enhanced Return Buffer Notes
Linked to the MSCI Emerging Markets Index,
Due July 5, 2030

 

Royal Bank of Canada 

     

Royal Bank of Canada is offering Enhanced Return Buffer Notes (the “Notes”) linked to the performance of the MSCI Emerging Markets Index (the “Underlier”).

·Enhanced Return Potential — If the Final Underlier Value is greater than the Initial Underlier Value, at maturity, investors will receive a return equal to 108% of the Underlier Return.
·Contingent Return of Principal at Maturity — If the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal to the Buffer Value (80% of the Initial Underlier Value), at maturity, investors will receive the principal amount of their Notes. If the Final Underlier Value is less than the Buffer 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 in excess of the Buffer Percentage of 20%.
·The Notes do not pay interest.
·Any payments on the Notes are subject to our credit risk.
·The Notes will not be listed on any securities exchange.

CUSIP: 78017PBY6

Investing in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-6 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 100.00% $
Underwriting discounts and commissions(1)

3.20%

$

Proceeds to Royal Bank of Canada 96.80% $

(1) We or one of our affiliates may pay varying selling concessions of up to $32.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes to other registered broker-dealers, consisting of a sales commission of up to $30.00 per $1,000 principal amount of Notes and a structuring fee of up to $2.00 per $1,000 principal amount of Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.

The initial estimated value of the Notes determined by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $900.00 and $950.00 per $1,000 principal amount of Notes and will be less than the public offering price of the Notes. The final pricing supplement relating to the Notes will set forth the initial estimated value. The market value of the Notes at any time will reflect many factors, cannot be predicted with accuracy and may be less than this amount. We describe the determination of the initial estimated value in more detail below.

RBC Capital Markets, LLC

 

   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

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: $1,000 and minimum denominations of $1,000 in excess thereof
Underlier: The MSCI Emerging Markets Index
  Bloomberg Ticker Initial Underlier Value(1) Buffer Value(2)
  MXEF    
  (1) The closing value of the Underlier on the Trade Date
  (2) 80% of the Initial Underlier Value (rounded to two decimal places)
Trade Date: June 30, 2025
Issue Date: July 3, 2025
Valuation Date:* July 1, 2030
Maturity Date:* July 5, 2030
Payment at Maturity:

Investors will receive on the Maturity Date per $1,000 principal amount of Notes:

·     If the Final Underlier Value is greater than the Initial Underlier Value, an amount equal to:

$1,000 + ($1,000 × Underlier Return × Participation Rate)

·     If the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal to the Buffer Value: $1,000

·     If the Final Underlier Value is less than the Buffer Value, an amount equal to:

$1,000 + [$1,000 × (Underlier Return + Buffer Percentage)]

If the Final Underlier Value is less than the Buffer Value, you will lose some or a substantial portion of your principal amount at maturity. All payments on the Notes are subject to our credit risk.

Participation Rate: 108%
Buffer Percentage: 20%
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
Calculation Agent: RBCCM

* 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-2RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

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. 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 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. 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. As used in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.

 

P-3RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

HYPOTHETICAL RETURNS

 

The table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Underlier, based on the Buffer Value of 80% of the Initial Underlier Value, the Participation Rate of 108% and the Buffer Percentage of 20%. 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% $1,540.00 154.000%
40.00% $1,432.00 143.200%
30.00% $1,324.00 132.400%
20.00% $1,216.00 121.600%
10.00% $1,108.00 110.800%
5.00% $1,054.00 105.400%
2.00% $1,021.60 102.160%
0.00% $1,000.00 100.000%
-5.00% $1,000.00 100.000%
-10.00% $1,000.00 100.000%
-20.00% $1,000.00 100.000%
-30.00% $900.00 90.000%
-40.00% $800.00 80.000%
-50.00% $700.00 70.000%
-60.00% $600.00 60.000%
-70.00% $500.00 50.000%
-80.00% $400.00 40.000%
-90.00% $300.00 30.000%
-100.00% $200.00 20.000%

   

Example 1 —   The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 2%.
  Underlier Return: 2%
  Payment at Maturity: $1,000 + ($1,000 × 2% × 108%) = $1,000 + $21.60 = $1,021.60
 

In this example, the payment at maturity is $1,021.60 per $1,000 principal amount of Notes, for a return of 2.16%.

 

Because the Final Underlier Value is greater than the Initial Underlier Value, investors receive a return equal to 108% of the Underlier Return.

  

 

P-4RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   
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 Buffer Value).
  Underlier Return: -10%
  Payment at Maturity: $1,000
 

In this example, the payment at maturity is $1,000 per $1,000 principal amount of Notes, for a return of 0%. 

Because the Final Underlier Value is greater than the Buffer Value, investors receive a full return of the principal amount of their Notes. 

   

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 Buffer Value).
  Underlier Return: -50%
  Payment at Maturity: $1,000 + [$1,000 × (-50% + 20%)] = $1,000 – $300 = $700
 

In this example, the payment at maturity is $700 per $1,000 principal amount of Notes, representing a loss of 30% of the principal amount. 

Because the Final Underlier Value is less than the Buffer Value, investors do not receive a full return of the principal amount of their Notes. 

 

Investors in the Notes could lose some or a substantial portion of the principal amount of their Notes at maturity.

 

  

 

P-5RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

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 Substantial Portion of the Principal Amount at Maturity — If the Final Underlier Value is less than the Buffer 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 in excess of the Buffer Percentage. You could lose some or a substantial portion of your principal amount at maturity.

 

·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.

 

·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. 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.

 

P-6RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   
·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, the structuring fee, 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, the structuring fee, 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 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 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.

 

P-7RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   
·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 Are Subject to Risks Relating to Emerging Markets — The equity securities composing the Underlier have been issued by companies based in emerging markets. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable financial markets and governments; may present the risks of nationalization of businesses; may impose restrictions on currency conversion, exports or foreign ownership and prohibitions on the repatriation of assets; may pose a greater likelihood of regulation by the national, provincial and local governments of the emerging market countries, including the imposition of currency exchange laws and taxes; and may have less protection of property rights, less access to legal recourse and less comprehensive financial reporting and auditing requirements than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions. The currencies of emerging markets may also be less liquid and more volatile than those of developed markets and may be affected by political and economic developments in different ways than developed markets. The foregoing factors may adversely affect the performance of companies based in emerging markets.

 

·The Value of the Underlier Is Subject to Currency Exchange Risk — Because the securities composing the Underlier are denominated in non-U.S. currencies and are converted into U.S. dollars for purposes of calculating the value of the Underlier, the value of the Underlier will be exposed to the currency exchange rate risk with respect to each of those non-U.S. currencies relative to the U.S. dollar. An investor’s net exposure will depend on the extent to which each of those non-U.S. currencies strengthens or weakens against the U.S. dollar and the relative weight of the securities denominated in those non-U.S. currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those non-U.S. currencies, the value of the Underlier and the value of the Notes will be adversely affected.

 

·We May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence of legal or regulatory changes that may, among other things, prohibit or otherwise materially restrict persons from holding the Notes or the Underlier or its components, or engaging in transactions in them, the Calculation Agent may determine that a change-in-law-event has occurred and accelerate the Maturity Date for a payment determined by the Calculation Agent in its sole discretion. 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, by the occurrence of such legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying product supplement.

 

·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 value of the Underlier. See “General Terms of the Notes—Indices—

 

P-8RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

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 sponsor of the Underlier 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 value of the Underlier in the event of certain material changes in, or modifications to, the Underlier. In addition, the sponsor of the Underlier 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 value of the Underlier. Any of these actions could adversely affect the value 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.

 

P-9RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

INFORMATION REGARDING THE UNDERLIER

 

The Underlier is a free float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap segments of global emerging markets. For more information about the Underlier, see “Indices—The MSCI Indices” 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 June 23, 2025. The red line represents a hypothetical Buffer Value based on the closing value of the Underlier on June 23, 2025. 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.

 

MSCI Emerging Markets Index

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

   

 

P-10RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

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.

 

P-11RBC Capital Markets, LLC
   
   
 

Enhanced Return Buffer Notes Linked to the MSCI Emerging Markets Index

 
   
   

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

 

The Notes are offered initially to investors at a purchase price equal to par. We or one of our affiliates may pay the underwriting discount and may pay a broker-dealer that is not affiliated with us a structuring fee, in each case as set forth on the cover page of this pricing supplement.

 

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 twelve 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, the structuring fee 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, the structuring fee 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, the structuring fee 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-12RBC Capital Markets, LLC

 

 

 

 

 

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