[424B2] Royal Bank of Canada Prospectus Supplement

Rhea-AI Filing Summary

Royal Bank of Canada (RY) is marketing US$750,000 of Auto-Callable Contingent Coupon Barrier Notes due 13-Jul-2028. The securities are senior unsecured obligations issued off the bank’s Series J global MTN program and priced at 100% of principal.

Underlying exposure. Performance is linked to the least-performing of two SPDR ETFs: the S&P Regional Banking ETF (KRE) and the S&P Oil & Gas Exploration & Production ETF (XOP). Initial prices were fixed on 10-Jul-2025 at KRE $63.57 and XOP $132.29; both the coupon threshold and barrier are set at 80% of those levels.

Contingent coupon. If, on any quarterly observation date, each ETF closes at or above its 80% coupon threshold, investors receive US$45.125 per US$1,000 (18.05% p.a.). Should either ETF close below its threshold, no coupon is paid for that quarter. Coupons are not cumulative.

Automatic call. Starting 10-Oct-2025, the notes will be redeemed at par plus the current coupon if both ETFs close at or above their respective initial values on any observation date. Early redemption could occur as soon as three months after issuance, limiting total return.

Principal repayment. If the notes are not called, maturity payment depends on the least-performing ETF on 10-Jul-2028: (i) at or above the 80% barrier → return of principal plus final coupon; (ii) below the barrier → 1-for-1 downside exposure to the full decline of that ETF, resulting in loss of up to 100% of principal.

Pricing economics. Investors pay par, but the bank’s initial estimated value is US$978.37 (97.837% of par), reflecting a 1.00% underwriting discount, internal funding spread and hedging costs. Net proceeds to RBC are 99.00% of principal.

Risk highlights. Key risks disclosed include (1) potential loss of principal, (2) possibility of receiving no coupons, (3) performance driven solely by the worst-performing ETF, (4) RBC credit risk, (5) lack of secondary market and likely wide bid-ask spreads, and (6) U.S. tax uncertainty; non-U.S. holders may face 30% withholding on coupons.

Industry concentration. KRE constituents are regional banks, exposed to regulatory and credit-cycle shocks; XOP is concentrated in oil & gas E&P companies, sensitive to commodity prices and geopolitical supply factors. Lack of correlation may increase the chance that at least one ETF breaches the barrier.

Timeline. Trade Date 11-Jul-2025; Issue Date 16-Jul-2025. Quarterly observation/payment schedule runs through the Valuation Date 10-Jul-2028 and Maturity Date 13-Jul-2028.

Investor profile. The notes may appeal to income-oriented investors willing to assume equity-linked downside, early-call reinvestment risk and exposure to RBC’s credit. They are not suited for investors requiring capital preservation or daily liquidity.

Positive

• 18.05% annual contingent coupon offers substantially higher income than traditional investment-grade bonds.
• 80% barrier and coupon threshold provide partial downside buffer before principal loss is realized.
• Automatic call feature may return capital quickly if both ETFs remain strong, improving IRR.
• Issuer is Royal Bank of Canada, a high-grade credit, lowering default risk relative to many structured-note issuers.

Negative

• Full downside exposure below 80% barrier can result in loss of up to 100% of principal at maturity.
• Limited upside participation; investors never share in ETF appreciation beyond coupon payments.
• No assured coupons; a single ETF closing below threshold cancels payment for that quarter.
• Early redemption risk may curtail coupon stream and force reinvestment at lower yields.
• Initial estimated value (97.837%) below issue price embeds fees and funding spread, creating negative carry at purchase.
• No exchange listing and uncertain liquidity may lead to large bid-ask spreads and exit discounts.
• U.S. tax treatment is uncertain; non-U.S. investors may face 30% withholding on coupons.

Insights

Structured Products Analyst

TL;DR — High 18% coupon, 80% barrier, but 1:1 downside and issuer credit risk make payoff highly asymmetric.

From a payoff-diagram perspective, the note offers rich headline income because the issuer monetizes volatility and upside cap. The dual-ETF design magnifies risk: any short-term sector shock in regional banks or oil could cancel coupons and trigger losses, even if the other ETF rallies. The 80% barrier is relatively tight for a three-year tenor, implying roughly a one-in-three probability of breach based on historical volatilities. Automatic call mechanics mean many buyers may earn only one or two coupons before redemption, translating into sub-5% annualized return. The 2.16-point difference between public price and estimated value embeds fees and funding costs above typical investment-grade bonds. Liquidity will be dealer-driven, with bid-offer spreads likely >2 points. Overall risk/reward is balanced; therefore, impact is neutral.

Portfolio Manager – Multi-Asset Income

TL;DR — Attractive headline yield, but contingent and callable; useful only as a small tactical satellite.

In a diversified income sleeve, the 18.05% contingent coupon could boost portfolio yield, provided investors accept equity beta and no upside participation. I view the note as a carry trade on low-to-moderate drawdowns in two cyclical sectors. The RBC senior unsecured credit is solid (AA-/Aa2), but the note’s mark-to-market can be volatile, complicating risk budgeting. Position sizing should be modest (<2% NAV) and paired with liquid hedges if sector correlations rise. Given these caveats, I see limited but positive incremental value.

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 	Registration Statement No. 333-275898 Filed Pursuant to Rule 424(b)(2)
 

 	 	 
Pricing Supplement Pricing Supplement dated July 11, 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	 	$750,000 Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers, Due July 13, 2028   Royal Bank of Canada
 	 

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Royal Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes (the &ldquo;Notes&rdquo;) linked to the performance of the least performing of the SPDR^&reg;&nbsp;S&P^&reg;&nbsp;Regional Banking ETF and the SPDR^&reg;&nbsp;S&P^&reg;&nbsp;Oil & Gas Exploration & Production ETF (each, an &ldquo;Underlier&rdquo;).

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&middot; Contingent Coupons &mdash; If the Notes have not been automatically called, investors will receive a Contingent Coupon on a quarterly Coupon Payment Date at a rate of 18.05% per annum if the closing value of each Underlier is greater than or equal to its Coupon Threshold (80% of its Initial Underlier Value) on the immediately preceding Coupon Observation Date. You may not receive any Contingent Coupons during the term of the Notes.

&middot; Call Feature &mdash; If, on any quarterly Call Observation Date, the closing value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically called for 100% of their principal amount plus the Contingent Coupon otherwise due. No further payments will be made on the Notes.

&middot; Contingent Return of Principal at Maturity &mdash; If the Notes are not automatically called and the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Barrier Value (80% of its Initial Underlier Value), at maturity, investors will receive the principal amount of their Notes plus the Contingent Coupon otherwise due. If the Notes are not automatically called and the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, at maturity, investors will lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value of the Least Performing Underlier is less than its Initial Underlier Value.

&middot; Any payments on the Notes are subject to our credit risk.

&middot; The Notes will not be listed on any securities exchange.

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CUSIP: 78017PFF3

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Investing in the Notes involves a number of risks. See &ldquo;Selected Risk Considerations&rdquo; beginning on page P-7 of this pricing supplement and &ldquo;Risk Factors&rdquo; in the accompanying prospectus, prospectus supplement and product supplement.

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None of the Securities and Exchange Commission (the &ldquo;SEC&rdquo;), 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.

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 	Per Note	Total
Price to public(1)	100.00%	$750,000
Underwriting discounts and commissions(1)	1.00%	$7,500
Proceeds to Royal Bank of Canada	99.00%	$742,500

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⁽¹⁾ We or one of our affiliates may pay varying selling concessions of up to $10.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these accounts may be between $990.00 and $1,000.00 per $1,000 principal amount of Notes. See &ldquo;Supplemental Plan of Distribution (Conflicts of Interest)&rdquo; below.

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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 $978.37 per $1,000 principal amount of Notes and is less than the public offering price of the Notes. 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.

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RBC Capital Markets, LLC

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 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

KEY TERMS

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The information in this &ldquo;Key Terms&rdquo; 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.

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Issuer:	Royal Bank of Canada
Underwriter:	RBC Capital Markets, LLC (“RBCCM”)
Minimum Investment:	$1,000 and minimum denominations of $1,000 in excess thereof
Underliers:	The SPDR® S&P® Regional Banking ETF (the “KRE Fund”) and the SPDR® S&P® Oil & Gas Exploration & Production ETF (the “XOP Fund”)
 	Underlier	Bloomberg Ticker	Initial Underlier Value(1)	Coupon Threshold and Barrier Value(2)
 	KRE Fund	KRE UP	$63.57	$50.86
 	XOP Fund	XOP UP	$132.29	$105.83
 	(1) With respect to each Underlier, the closing value of that Underlier on the Strike Date. The Initial Underlier Value of each Underlier is not the closing value of that Underlier on the Trade Date.
 	(2) With respect to each Underlier, 80% of its Initial Underlier Value (rounded to two decimal places)
Strike Date:	July 10, 2025
Trade Date:	July 11, 2025
Issue Date:	July 16, 2025
Valuation Date:*	July 10, 2028
Maturity Date:*	July 13, 2028
Payment of Contingent Coupons:	If the Notes have not been automatically called, investors will receive a Contingent Coupon on a Coupon Payment Date if the closing value of each Underlier is greater than or equal to its Coupon Threshold on the immediately preceding Coupon Observation Date.   No Contingent Coupon will be payable on a Coupon Payment Date if the closing value of any Underlier is less than its Coupon Threshold on the immediately preceding Coupon Observation Date. Accordingly, you may not receive a Contingent Coupon on one or more Coupon Payment Dates during the term of the Notes.
Contingent Coupon:	If payable, $45.125 per $1,000 principal amount of Notes (corresponding to a rate of 4.5125% per quarter or 18.05% per annum)
Call Feature:	If, on any Call Observation Date, the closing value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically called. Under these circumstances, investors will receive on the Call Settlement Date per $1,000 principal amount of Notes an amount equal to $1,000 plus the Contingent Coupon otherwise due. No further payments will be made on the Notes.

P-2 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

Payment at Maturity:	If the Notes are not automatically called, investors will receive on the Maturity Date per $1,000 principal amount of Notes, in addition to any Contingent Coupon otherwise due:   ·  If the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Barrier Value: $1,000   ·  If the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, an amount equal to:   $1,000 + ($1,000 × Underlier Return of the Least Performing Underlier)   If the Notes are not automatically called and the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will lose a substantial portion or all of your principal amount at maturity. All payments on the Notes are subject to our credit risk.
Underlier Return:	With respect to each Underlier, 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:	With respect to each Underlier, the closing value of that Underlier on the Valuation Date
Least Performing Underlier:	The Underlier with the lowest Underlier Return
Coupon Observation Dates:*	Quarterly, as set forth in the table below
Coupon Payment Dates:*	Quarterly, as set forth in the table below
Call Observation Dates:*	Quarterly, on each Coupon Observation Date
Call Settlement Date:*	If the Notes are automatically called on any Call Observation Date, the Coupon Payment Date immediately following that Call Observation Date
Calculation Agent:	RBCCM

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Coupon Observation Dates*	Coupon Payment Dates*
October 10, 2025	October 16, 2025
January 12, 2026	January 15, 2026
April 10, 2026	April 15, 2026
July 10, 2026	July 15, 2026
October 12, 2026	October 15, 2026
January 11, 2027	January 14, 2027
April 12, 2027	April 15, 2027
July 12, 2027	July 15, 2027
October 11, 2027	October 14, 2027
January 10, 2028	January 13, 2028
April 10, 2028	April 13, 2028
July 10, 2028 (the Valuation Date)	July 13, 2028 (the Maturity Date)

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* Subject to postponement. See &ldquo;General Terms of the Notes&mdash;Postponement of a Determination Date&rdquo; and &ldquo;General Terms of the Notes&mdash;Postponement of a Payment Date&rdquo; in the accompanying product supplement.

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P-3 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

ADDITIONAL TERMS OF YOUR NOTES

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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.

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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.

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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.

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You should carefully consider, among other things, the matters set forth in &ldquo;Selected Risk Considerations&rdquo; in this pricing supplement and &ldquo;Risk Factors&rdquo; 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.

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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):

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&middot; Prospectus dated December 20, 2023:

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm

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&middot; Prospectus Supplement dated December 20, 2023:

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm

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&middot; Underlying Supplement No. 1A dated May 16, 2024:

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm

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&middot; Product Supplement No. 1A dated May 16, 2024:

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

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Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, &ldquo;Royal Bank of Canada,&rdquo; the &ldquo;Bank,&rdquo; &ldquo;we,&rdquo; &ldquo;our&rdquo; and &ldquo;us&rdquo; mean only Royal Bank of Canada.

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P-4 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

HYPOTHETICAL RETURNS

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The table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Least Performing Underlier, based on its Coupon Threshold and Barrier Value of 80% of its Initial Underlier Value and the Contingent Coupon of $45.125 per $1,000 principal amount of Notes. The table and examples below also assume that the Notes are not automatically called and do not account for any Contingent Coupons that may be paid prior to maturity. The table and examples are only for illustrative purposes and may not show the actual return applicable to investors.

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Hypothetical Underlier Return of the Least Performing Underlier	Payment at Maturity per $1,000 Principal Amount of Notes*	Payment at Maturity as Percentage of Principal Amount*
50.00%	$1,045.125	104.5125%
40.00%	$1,045.125	104.5125%
30.00%	$1,045.125	104.5125%
20.00%	$1,045.125	104.5125%
10.00%	$1,045.125	104.5125%
5.00%	$1,045.125	104.5125%
0.00%	$1,045.125	104.5125%
-5.00%	$1,045.125	104.5125%
-10.00%	$1,045.125	104.5125%
-20.00%	$1,045.125	104.5125%
-20.01%	$799.900	79.9900%
-30.00%	$700.000	70.0000%
-40.00%	$600.000	60.0000%
-50.00%	$500.000	50.0000%
-60.00%	$400.000	40.0000%
-70.00%	$300.000	30.0000%
-80.00%	$200.000	20.0000%
-90.00%	$100.000	10.0000%
-100.00%	$0.000	0.0000%

* Including any Contingent Coupon otherwise due

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Example 1 —	The value of the Least Performing Underlier increases from its Initial Underlier Value to its Final Underlier Value by 30%.
 	Underlier Return of the Least Performing Underlier:	30%
 	Payment at Maturity:	$1,000 + Contingent Coupon otherwise due = $1,000 + $45.125 = $1,045.125
 	In this example, the payment at maturity is $1,045.125 per $1,000 principal amount of Notes.   Because the Final Underlier Value of the Least Performing Underlier is greater than its Coupon Threshold and Barrier Value, investors receive a full return of the principal amount of their Notes plus the Contingent Coupon otherwise due. This example illustrates that investors do not participate in any appreciation of the Least Performing Underlier, which may be significant.

P-5 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

Example 2 —	The value of the Least Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 10% (i.e., its Final Underlier Value is below its Initial Underlier Value but above its Coupon Threshold and Barrier Value).
 	Underlier Return of the Least Performing Underlier:	-10%
 	Payment at Maturity:	$1,000 + Contingent Coupon otherwise due = $1,000 + $45.125 = $1,045.125
 	In this example, the payment at maturity is $1,045.125 per $1,000 principal amount of Notes.   Because the Final Underlier Value of the Least Performing Underlier is greater than its Coupon Threshold and Barrier Value, investors receive a full return of the principal amount of their Notes plus the Contingent Coupon otherwise due.

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Example 3 —	The value of the Least Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 50% (i.e., its Final Underlier Value is below its Coupon Threshold and Barrier Value).
 	Underlier Return of the Least Performing Underlier:	-50%
 	Payment at Maturity:	$1,000 + ($1,000 × -50%) = $1,000 – $500 = $500
 	In this example, the payment at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of the principal amount.   Because the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, investors do not receive a full return of the principal amount of their Notes. In addition, because the Final Underlier Value of the Least Performing Underlier is less than its Coupon Threshold, investors do not receive a Contingent Coupon at maturity.

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Investors in the Notes could lose a substantial portion or all of the principal amount of their Notes at maturity. The table and examples above assume that the Notes are not automatically called. However, if the Notes are automatically called, investors will not receive any further payments after the Call Settlement Date.

P-6 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

SELECTED RISK CONSIDERATIONS

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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 &ldquo;Risk Factors&rdquo; 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.

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Risks Relating to the Terms and Structure of the Notes

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&middot; You May Lose a Portion or All of the Principal Amount at Maturity &mdash; If the Notes are not automatically called and the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will lose 1% of the principal amount of your Notes for each 1% that the Final Underlier Value of the Least Performing Underlier is less than its Initial Underlier Value. You could lose a substantial portion or all of your principal amount at maturity.

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&middot; You May Not Receive Any Contingent Coupons &mdash; We will not necessarily pay any Contingent Coupons on the Notes. If the closing value of any Underlier is less than its Coupon Threshold on a Coupon Observation Date, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. If the closing value of any Underlier is less than its Coupon Threshold on each of the Coupon Observation Dates, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment of the Contingent Coupon coincides with a greater risk of principal loss on your Notes. Even if your return is positive, your return may be less than the return you would earn if you purchased one of our conventional senior interest-bearing debt securities.

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&middot; Any Payment on the Notes Will Be Determined Solely by the Performance of the Underlier with the Worst Performance Even If the Other Underlier Performs Better &mdash; Any payment on the Notes will be determined solely by the performance of the Underlier with the worst performance. The Notes are not linked to a weighted basket, in which the risk may be mitigated and diversified among each of the basket components. In the case of the Notes, the individual performance of the Underliers will not be combined, and the adverse performance of one Underlier will not be mitigated by any appreciation of the other Underlier. The Underliers may be uncorrelated and may not perform similarly over the term of the Notes, which may adversely affect your return on the Notes.

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&middot; You Will Not Participate in Any Appreciation of Any Underlier, and Any Potential Return on the Notes Is Limited &mdash; The return on the Notes is limited to the Contingent Coupons, if any, that may be payable on the Notes, regardless of any appreciation of any Underlier, which may be significant. As a result, the return on an investment in the Notes could be less than the return on a direct investment in any Underlier.

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&middot; The Notes Are Subject to an Automatic Call &mdash; If, on any Call Observation Date, the closing value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically called, and you will not receive any further payments on the Notes. Because the Notes could be called as early as approximately three months after the Issue Date, the total return on the Notes could be minimal. You may be unable to reinvest your proceeds from the automatic call in an investment with a return that is as high as the return on the Notes would have been if they had not been called.

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&middot; 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 &mdash; 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.

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&middot; Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underliers on the Dates Specified &mdash; Any payment on the Notes will be determined based on the closing values of the Underliers on the dates specified. You will not benefit from any more favorable values of the Underliers determined at any other time.

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P-7 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

&middot; The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain &mdash; There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. Moreover, non-U.S. investors should note that persons having withholding responsibility in respect of the Notes may withhold on any coupon paid to a non-U.S. investor, generally at a rate of 30%. We will not pay any additional amounts in respect of such withholding. You should review carefully the section entitled &ldquo;United States Federal Income Tax Considerations&rdquo; herein, in combination with the section entitled &ldquo;United States Federal Income Tax Considerations&rdquo; in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes.

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Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes

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&middot; There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses &mdash; 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.

&nbsp;

&middot; The Initial Estimated Value of the Notes Is Less Than the Public Offering Price &mdash; The initial estimated value of the Notes is 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 values of the Underliers, the internal funding rate we pay to issue securities of this kind (which is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the public offering price of the underwriting discount, our estimated profit and the estimated costs relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated profit or the hedging costs relating to the Notes. In addition, any price at which you may sell the Notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be based on a secondary market rate rather than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary market price will be less than if the internal funding rate were used.

&nbsp;

&middot; The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date &mdash; 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 &ldquo;Structuring the Notes&rdquo; 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.

&nbsp;

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.

&nbsp;

P-8 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

Risks Relating to Conflicts of Interest and Our Trading Activities

&nbsp;

&middot; Our and Our Affiliates&rsquo; Business and Trading Activities May Create Conflicts of Interest &mdash; You should make your own independent investigation of the merits of investing in the Notes. Our and our affiliates&rsquo; economic interests are potentially adverse to your interests as an investor in the Notes due to our and our affiliates&rsquo; 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 values of the Underliers and the market value of the Notes. See &ldquo;Risk Factors&mdash;Risks Relating to Conflicts of Interest&rdquo; in the accompanying product supplement.

&nbsp;

&middot; RBCCM&rsquo;s Role as Calculation Agent May Create Conflicts of Interest &mdash; As Calculation Agent, our affiliate, RBCCM, will determine any values of the Underliers 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 &ldquo;&mdash;Risks Relating to the Underliers&rdquo; 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.

&nbsp;

Risks Relating to the Underliers

&nbsp;

&middot; You Will Not Have Any Rights to Any Underlier or Its Component Securities &mdash; 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 any Underlier or its component securities.

&nbsp;

&middot; Each Underlier and Its Underlying Index Are Different &mdash; The performance of an Underlier will not exactly replicate the performance of its Underlying Index (as defined below). Each Underlier is subject to management risk, which is the risk that the investment strategy for that Underlier, the implementation of which is subject to a number of constraints, may not produce the intended results. Each Underlier&rsquo;s investment adviser may have the right to use a portion of that Underlier&rsquo;s assets to invest in securities or other assets or instruments, including derivatives, that are not included in its Underlying Index. In addition, unlike an Underlying Index, an Underlier will reflect transaction costs and fees that will reduce its performance relative to its Underlying Index.

&nbsp;

The performance of an Underlier may diverge significantly from the performance of its Underlying Index due to differences in trading hours between that Underlier and the securities composing its Underlying Index or other circumstances. During periods of market volatility, the component securities held by an Underlier may be unavailable in the secondary market, market participants may be unable to calculate accurately the intraday net asset value per share of that Underlier and the liquidity of that Underlier may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares in an Underlier. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of an Underlier. As a result, under these circumstances, the market value of an Underlier may vary substantially from the net asset value per share of that Underlier.

&nbsp;

&middot; The Equity Securities Composing the KRE Fund Are Concentrated in the Regional Banking Industry and the Financial Services Industry &mdash; All or substantially all of the equity securities composing the KRE Fund are issued by companies whose primary line of business is directly associated with the regional banking industry and the financial services industry. As a result, the value of the Notes may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. Banking and financial services companies are subject to extensive government regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates, fees and prices they can charge, the scope of their activities and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively

&nbsp;

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 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

impact the financial sector. Changes in government regulation and oversight of financial institutions may have an adverse effect on the financial condition of a financial institution.

&nbsp;

&middot; The Equity Securities Composing the XOP Fund Are Concentrated in the Oil and Gas Industry &mdash; All or substantially all of the equity securities composing the XOP Fund are issued by companies whose primary business is directly associated with the oil and gas industry. As a result, the value of the Notes may be subject to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. The oil and gas industry is significantly affected by a number of factors that influence worldwide economic conditions and oil and gas prices, such as natural disasters, supply disruptions, geopolitical events and other factors that may offset or magnify each other, including: worldwide and domestic supplies of, and demand for, crude oil and natural gas; the cost of exploring for, developing, producing, refining and marketing crude oil and natural gas; consumer confidence; changes in weather patterns and climatic changes; the ability of the members of Organization of Petroleum Exporting Countries (OPEC) and other producing nations to agree to and maintain production levels; the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism in the United States, or elsewhere; the price and availability of alternative and competing fuels; domestic and foreign government regulations and taxes; employment levels and job growth; and general economic conditions worldwide.

&nbsp;

&middot; Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event &mdash; The timing and amount of any payment on the Notes is subject to adjustment upon the occurrence of a market disruption event affecting an Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a discretionary determination of the closing value of any affected Underlier. See &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Market Disruption Events,&rdquo; &ldquo;General Terms of the Notes&mdash;Postponement of a Determination Date&rdquo; and &ldquo;General Terms of the Notes&mdash;Postponement of a Payment Date&rdquo; in the accompanying product supplement.

&nbsp;

&middot; Adjustments to an Underlier or to Its Underlying Index Could Adversely Affect Any Payments on the Notes &mdash; The investment adviser of an Underlier may add, remove or substitute the component securities held by that Underlier or make changes to its investment strategy, and the sponsor of an Underlying Index may add, delete, substitute or adjust the securities composing that Underlying Index, may make other methodological changes to that Underlying Index that could affect its performance or may discontinue or suspend calculation and publication of that Underlying Index. Any of these actions could adversely affect the value of an Underlier and, consequently, the value of the Notes.

&nbsp;

&middot; Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments &mdash; The Calculation Agent may in its sole discretion make adjustments affecting any amounts payable on the Notes upon the occurrence of certain events with respect to an Underlier that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value of that Underlier. However, the Calculation Agent might not make adjustments in response to all such events that could affect an Underlier. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the Notes. See &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Anti-dilution Adjustments&rdquo; in the accompanying product supplement.

&nbsp;

&middot; Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated &mdash; If an Underlier is delisted or terminated, the Calculation Agent may select a successor fund. In addition, upon the occurrence of certain reorganization or other events affecting an Underlier, the Calculation Agent may make adjustments that result in payments on the Notes being based on the performance of (i) cash, securities of another issuer and/or other property distributed to holders of that Underlier upon the occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed to holders of that Underlier, a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely affect the value of the affected Underlier and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent. Any amount payable upon acceleration could be significantly less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly. See &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Anti-dilution Adjustments&mdash;

&nbsp;

P-10 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

Reorganization Events&rdquo; and &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Discontinuation of, or Adjustments to, a Fund&rdquo; in the accompanying product supplement.

&nbsp;

P-11 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

INFORMATION REGARDING THE UNDERLIERS

&nbsp;

According to publicly available information, the KRE Fund is an exchange-traded fund of the SPDR^&reg; Series Trust, a registered investment company, that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P^&reg; Regional Banks Select Industry^TM Index (with respect to the KRE Fund, the &ldquo;Underlying Index&rdquo;). The Underlying Index is a modified equal-weighted index that is designed to measure the performance of the GICS^&reg; regional banks sub-industry of the S&P Total Market Index. For more information about the KRE Fund, see &ldquo;Exchange-Traded Funds&mdash;The SPDR^&reg; S&P^&reg; Industry ETFs&rdquo; in the accompanying underlying supplement.

&nbsp;

According to publicly available information, the XOP Fund is an exchange-traded fund of the SPDR^&reg; Series Trust, a registered investment company, that seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of the S&P^&reg; Oil & Gas Exploration & Production Select Industry^TM Index (with respect to the XOP Fund, the &ldquo;Underlying Index&rdquo;). The Underlying Index is a modified equal-weighted index that is designed to measure the performance of the following GICS^&reg; sub-industries of the S&P Total Market Index: integrated oil and gas; oil and gas exploration and production; and oil and gas refining and marketing. For more information about the XOP Fund, see &ldquo;Exchange-Traded Funds&mdash;The SPDR^&reg; S&P^&reg; Industry ETFs&rdquo; in the accompanying underlying supplement.

&nbsp;

Historical Information

&nbsp;

The following graphs set forth historical closing values of the Underliers for the period from January 1, 2015 to July 10, 2025. Each red line represents the Coupon Threshold and Barrier Value of the relevant Underlier. We obtained the information in the graphs from Bloomberg Financial Markets, without independent investigation. We cannot give you assurance that the performance of the Underliers will result in the return of all of your initial investment.

&nbsp;

SPDR^&reg;&nbsp;S&P^&reg;&nbsp;Regional Banking ETF

&nbsp;

&nbsp;

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

&nbsp;

P-12 RBC Capital Markets, LLC

 	 
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SPDR^&reg;&nbsp;S&P^&reg;&nbsp;Oil & Gas Exploration & Production ETF

&nbsp;

&nbsp;

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

&nbsp;

P-13 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

&nbsp;

You should review carefully the section in the accompanying product supplement entitled &ldquo;United States Federal Income Tax Considerations.&rdquo; 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.

&nbsp;

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 Underliers. 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.

&nbsp;

In the opinion of our counsel, it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts with associated coupons, and any coupons as ordinary income, as described in the section entitled &ldquo;United States Federal Income Tax Considerations&mdash;Tax Consequences to U.S. Holders&mdash;Notes Treated as Prepaid Financial Contracts with Associated Coupons&rdquo; in the accompanying product supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the &ldquo;IRS&rdquo;) or a court might not agree with it. A different tax treatment could be adverse to you.

&nbsp;

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 &ldquo;prepaid forward contracts&rdquo; 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.

&nbsp;

Non-U.S. Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in respect of the Notes, we would expect generally to treat the coupons as subject to U.S. withholding tax. Moreover, you should expect that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons.

&nbsp;

As discussed under &ldquo;United States Federal Income Tax Considerations&mdash;Tax Consequences to Non-U.S. Holders&mdash;Dividend Equivalents under Section 871(m) of the Code&rdquo; in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (&ldquo;Section 871(m)&rdquo;) 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 &ldquo;delta&rdquo; of one. Based on certain determinations made by us, our counsel is of the opinion that Section 871(m) should 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.

&nbsp;

We will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.

&nbsp;

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.

&nbsp;

P-14 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

&nbsp;

The Notes are offered initially to investors at a purchase price equal to par, except with respect to certain accounts as indicated on the cover page of this pricing supplement. We or one of our affiliates may pay the underwriting discount as set forth on the cover page of this pricing supplement.

&nbsp;

The value of the Notes shown on your account statement may be based on RBCCM&rsquo;s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes in light of then-prevailing market conditions, our creditworthiness and transaction costs. For a period of approximately six months after the Issue Date, the value of the Notes that may be shown on your account statement may be higher than RBCCM&rsquo;s estimated value of the Notes at that time. This is because the estimated value of the Notes will not include the underwriting discount or our hedging costs and profits; however, the value of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition of the underwriting discount and our estimated costs and profits from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.

&nbsp;

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.

&nbsp;

For additional information about the settlement cycle of the Notes, see &ldquo;Plan of Distribution&rdquo; in the accompanying prospectus. For additional information as to the relationship between us and RBCCM, see the section &ldquo;Plan of Distribution&mdash;Conflicts of Interest&rdquo; in the accompanying prospectus.

&nbsp;

STRUCTURING THE NOTES

&nbsp;

The Notes are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness. In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting discount and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being less than their public offering price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary market transaction may be based on a secondary market rate, which may result in a lower value for the Notes than if our initial internal funding rate were used.

&nbsp;

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.

&nbsp;

See &ldquo;Selected Risk Considerations&mdash;Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes&mdash;The Initial Estimated Value of the Notes Is Less Than the Public Offering Price&rdquo; above.

&nbsp;

VALIDITY OF THE NOTES

&nbsp;

In the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario or Qu&eacute;bec, or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject

&nbsp;

P-15 RBC Capital Markets, LLC

 	 
 	Auto-Callable Contingent Coupon Barrier Notes Linked to the Least Performing of Two Underliers

to the following limitations: (i) the enforceability of the indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws of general application affecting the enforcement of creditors&rsquo; rights generally; (ii) the enforceability of the indenture is subject to general equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunction, may only be granted at the discretion of a court of competent jurisdiction; (iii) under applicable limitations statutes generally, including that the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the indenture to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity and contribution under the Notes or the indenture which may be limited by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency other than the lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of payment, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Qu&eacute;bec and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the trustee&rsquo;s authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel&rsquo;s reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated December 20, 2023, which has been filed as Exhibit 5.3 to the Bank&rsquo;s Form 6-K filed with the SEC dated December 20, 2023. References to the &ldquo;indenture&rdquo; in this paragraph mean the Indenture as defined in the opinion of Norton Rose Fulbright Canada LLP dated December 20, 2023, as further amended and supplemented by the sixth supplemental indenture dated as of July 23, 2024.

&nbsp;

In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued by the Bank pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate notation to the master note evidencing such Notes (the &ldquo;master note&rdquo;), and such Notes have been delivered against payment as contemplated herein, such Notes will be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors&rsquo; rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting creditors&rsquo; rights, provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the Provinces of Ontario and Qu&eacute;bec and the federal laws of Canada, you have received, and we understand that you are relying upon, the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion is subject to customary assumptions about the trustee&rsquo;s authorization, execution and delivery of the indenture and the authentication of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated May 16, 2024, which has been filed as an exhibit to the Bank&rsquo;s Form 6-K filed with the SEC on May 16, 2024. References to the &ldquo;indenture&rdquo; in this paragraph mean the Indenture as defined in the opinion of Davis Polk & Wardwell LLP dated May 16, 2024, as further amended and supplemented by the sixth supplemental indenture dated as of July 23, 2024.

&nbsp;

P-16 RBC Capital Markets, LLC

FAQ

What is the coupon rate on Royal Bank of Canada’s (RY) new auto-callable notes?

If conditions are met, the notes pay 4.5125% quarterly (18.05% per annum).

When can the RY notes be automatically called?

Beginning 10-Oct-2025 and on each quarterly observation date thereafter, if both ETFs close at or above their initial values.

How much principal protection do investors have?

Principal is protected only if the least-performing ETF stays at or above 80% of its initial level; below that, losses are 1-for-1.

Why is the initial estimated value only 97.837% of par?

The gap reflects underwriting fees, RBC’s internal funding spread and hedging costs embedded in the structure.

Will the notes be listed on an exchange?

No. The securities are not exchange-listed; liquidity depends on dealer willingness to make a market.

What are the strike and barrier levels for KRE and XOP?

KRE $63.57 strike / $50.86 barrier; XOP $132.29 strike / $105.83 barrier (80% of initial levels).