Pricing Supplement dated July , 2025 |
Subject to Completion
Dated June 26, 2025 |
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |

Royal Bank of Canada |
$
Capped Buffered Return Notes Due August 13,
2026
Linked to the SPDR® Gold Trust
Senior Global Medium-Term Notes, Series
J |
|
| · | Investors in the Notes will receive exposure of 1.00 times any appreciation of the Underlier at maturity if the Final Underlier Value
is greater than the Initial Underlier Value, subject to the Maximum Return. 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, 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 approximately 1.11111% 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. |
| · | Investors in the Notes should be willing to forgo fixed interest and dividend payments and accept the risk of losing some or all of
their principal. |
| · | Senior unsecured debt securities of Royal Bank of Canada. All payments on the Notes are subject to our credit risk. |
| · | Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof |
| · | The Notes are expected to price on or about July 28, 2025 (the “Trade Date”) and are expected to be issued on or about
July 31, 2025 (the “Issue Date”). |
Key Terms |
Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement. |
Issuer: |
Royal Bank of Canada |
Underlier: |
The SPDR® Gold Trust (Bloomberg symbol “GLD UP”) |
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, a cash amount calculated as follows:
$1,000 + ($1,000 × the lesser of (a) Underlier
Return × Participation Rate and (b) Maximum Return)
· 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
In this case, you will not receive any return on your
investment in the Notes.
· if
the Final Underlier Value is less than the Buffer Value, a cash amount calculated as follows:
$1,000 + [$1,000 × (Underlier
Return + Buffer Percentage) × Downside Multiplier]
In this case, you will lose approximately 1.11111%
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. |
Participation Rate: |
1.00 |
Maximum Return: |
At least 12.51%, which corresponds to a maximum payment at maturity of at least $1,125.10 per $1,000 principal amount of Notes. The actual Maximum Return will be determined on the Trade Date. |
Downside Multiplier: |
100/90, which is approximately 1.11111 |
Buffer Percentage: |
10% |
Buffer Value: |
90% of the Initial Underlier Value (rounded to two decimal places) |
Underlier Return: |
The Underlier Return will be calculated as follows:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
Initial Underlier Value: |
The closing value of the Underlier on the Trade Date |
Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
Valuation Date:* |
August 10, 2026 |
Maturity Date:* |
August 13, 2026 |
CUSIP/ISIN: |
78017PCE9 / US78017PCE97 |
Calculation Agent: |
RBC Capital Markets, LLC (“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.
Investing in the Notes involves a number of risks. See “Selected
Risk Considerations” beginning on page PS-4 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. The Notes will not be listed on any U.S. securities exchange or quotation system.
|
Price to Public1 |
Underwriting Commission2 |
Proceeds to Royal Bank of Canada |
Per Note |
$1,000.00 |
$10.00 |
$990.00 |
Total |
$ |
$ |
$ |
1 Certain fiduciary accounts purchasing the Notes will pay
a purchase price of $990.00 per Note, and the placement agents will forgo any fees with respect to sales made to those accounts. The price
to the public for all other purchases of the Notes is 100%.
2 JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC
and their affiliates will act as placement agents for the Notes and will receive a fee from us of $10.00 per $1,000 principal amount of
Notes, but will forgo any fees for sales to certain fiduciary accounts.
The initial estimated value of the Notes determined by us as of the
Trade Date, which we refer to as the initial estimated value, is expected to be between $935.00 and $985.00 per $1,000 principal amount
of Notes and will be less than the public offering price of the Notes. The final pricing supplement relating to the Notes will set forth
the initial estimated value. The market value of the Notes at any time will reflect many factors, cannot be predicted with accuracy and
may be less than this amount. We describe the determination of the initial estimated value in more detail below.
RBC Capital Markets, LLC |
|
JPMorgan Chase Bank, N.A. |
J.P. Morgan Securities LLC |
|
|
Placement Agents |
Additional Terms of the 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.
You may revoke your offer to purchase the Notes at any time prior
to the pricing as described on the cover of this pricing supplement. We reserve the right to change the terms of, or reject any offer
to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will
be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject
your offer to purchase.
What Are the Payments on the Notes at Maturity Assuming a Range
of Performance for the Underlier?
The following table and examples illustrate hypothetical payments and
total returns at maturity per $1,000 principal amount of Notes for a range of performance of the Underlier. The table and examples are
based on a hypothetical Initial Underlier Value of $100, a hypothetical Buffer Value of $90, a hypothetical Maximum Return of 12.51% (the
actual Maximum Return will be determined on the Trade Date), the Participation Rate of 1.00 and the Downside Multiplier of 100/90. The
table and examples are only for illustrative purposes and may not show the actual payments and returns applicable to a purchaser of the
Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The examples below do not take
into account any tax consequences from investing in the Notes.
Final Underlier Value
|
Underlier Return
|
Payment at Maturity
|
Total Return on the Notes
|
$150.00 |
50.00% |
$1,125.10 |
12.510% |
$140.00 |
40.00% |
$1,125.10 |
12.510% |
$130.00 |
30.00% |
$1,125.10 |
12.510% |
$120.00 |
20.00% |
$1,125.10 |
12.510% |
$115.00 |
15.00% |
$1,125.10 |
12.510% |
$112.51 |
12.51% |
$1,125.10 |
12.510% |
$110.00 |
10.00% |
$1,100.00 |
10.000% |
$105.00 |
5.00% |
$1,050.00 |
5.000% |
$100.00 |
0.00% |
$1,000.00 |
0.000% |
$95.00 |
-5.00% |
$1,000.00 |
0.000% |
$90.00 |
-10.00% |
$1,000.00 |
0.000% |
$80.00 |
-20.00% |
$888.89 |
-11.111% |
$70.00 |
-30.00% |
$777.78 |
-22.222% |
$60.00 |
-40.00% |
$666.67 |
-33.333% |
$50.00 |
-50.00% |
$555.56 |
-44.444% |
$40.00 |
-60.00% |
$444.44 |
-55.556% |
$30.00 |
-70.00% |
$333.33 |
-66.667% |
$20.00 |
-80.00% |
$222.22 |
-77.778% |
$10.00 |
-90.00% |
$111.11 |
-88.889% |
$0.00 |
-100.00% |
$0.00 |
-100.000% |
Example 1: The value of the Underlier increases from the Initial
Underlier Value to a Final Underlier Value of $105.00, resulting in an Underlier Return of 5.00%.
Because the Final Underlier Value is greater than the Initial Underlier
Value, investors will receive a payment at maturity of $1,050.00 per $1,000 principal amount of Notes, for a return on the Notes of 5.00%,
calculated as follows:
$1,000 + ($1,000 × the lesser of (a) 5% ×
1.00 and (b) 12.51%) = $1,050.00
Example 2: The value of the Underlier increases from the Initial
Underlier Value to a Final Underlier Value of $150.00, resulting in an Underlier Return of 50.00%.
Because the Final Underlier Value is greater than the Initial Underlier
Value, investors will receive a payment at maturity of $1,125.10 per $1,000 principal amount of Notes, for a return on the Notes of 12.51%,
which is the Maximum Return, calculated as follows:
$1,000 + ($1,000 × the lesser of (a) 50%
× 1.00 and (b) 12.51%) = $1,125.10
In this case, the return on the Notes is less than the Underlier Return.
Example 3: The value of the Underlier decreases from the Initial
Underlier Value to a Final Underlier Value of $95.00, resulting in an Underlier Return of -5.00%.
Even though the Underlier Return is negative, because the Final Underlier
Value is greater than or equal to the Buffer Value, investors will receive a payment at maturity of $1,000 per $1,000 principal amount
of Notes, for a return on the Notes of 0.00%.
Example 4: The value of the Underlier decreases from the Initial
Underlier Value to a Final Underlier Value of $50.00, resulting in an Underlier Return of -50.00%.
Because the Final Underlier Value
is less than the Buffer Value, investors will receive a payment at maturity of $555.56 per $1,000 principal amount of Notes, for a return
on the Notes of -44.444%, calculated as follows:
$1,000 + [$1,000
× (-50.00% + 10.00%) × 100.00/90.00] = $555.56
In this case, the amount that will
be paid on the Notes will be significantly less than the principal amount.
Selected Risk Considerations
An investment in the Notes involves significant risks. We urge you
to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks that apply to
an investment in the Notes are summarized below, but we urge you to read also the “Risk Factors” sections of the accompanying
prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand and can bear the risks
of investing in the Notes.
Risks Relating to the Terms and Structure of the Notes
| · | You May Lose a Portion or All of the Principal Amount at Maturity — If the Final Underlier Value is less than the Buffer
Value, you will lose approximately 1.11111% 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 all of your principal amount at maturity. |
| · | Your Potential Return at Maturity Is Limited — Your return on the Notes will not exceed the Maximum Return, regardless
of any appreciation in the value of the Underlier, which may be significant. Accordingly, your return on the Notes may be less than your
return would be if you made an investment in a security directly linked to the positive performance of the Underlier. |
| · | 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. |
| · | The Contingent Repayment of Principal Applies Only at Maturity — You should be willing to hold your Notes to maturity.
If you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial
investment even if the value of the Underlier is above the Buffer Value. |
| · | Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the
Market Value of the Notes — The Notes are our senior unsecured debt securities, and your receipt of any amounts due on the Notes
is dependent upon our ability to pay our obligations as they come due. If we were to default on our payment obligations, you may not receive
any amounts owed to you under the Notes and you could lose your entire investment. In addition, any negative changes in market perceptions
about our creditworthiness may adversely affect the market value of the Notes. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier
on the Dates Specified — Any payment on the Notes will be determined based on the closing values of the Underlier on the dates
specified. You will not benefit from any more favorable value of the Underlier determined at any other time. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There is no direct legal authority
regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax treatment of the Notes are uncertain.
Moreover, the Notes may be subject to the “constructive ownership” regime, in which case certain adverse tax consequences
may apply upon your disposition of a Note. You should review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product
supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes. |
Risks Relating to the Initial Estimated Value
of the Notes and the Secondary Market for the Notes
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses —
There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. RBCCM and our other
affiliates may make a market for the Notes; however, they are not required to do so and, if they choose to do so, may stop any market-making
activities at any time. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able
to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates is willing to buy the Notes.
Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily trade or sell the Notes.
We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial. If you sell your Notes before maturity, you may have to do so at a substantial discount
from the price that you paid for them, and as a result, you may suffer significant losses. The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. |
| · | The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price — The initial estimated value of
the Notes will be less than the public offering price of the Notes and does not represent a minimum price at which we, RBCCM or any of
our other affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell
the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is
due to, among other things, changes in the value of the Underlier, the internal funding rate |
we pay to issue securities of this
kind (which is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the public offering
price of the underwriting discount, our estimated profit and the estimated costs relating to our hedging of the Notes. These factors,
together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may
be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no
change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity
may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our
estimated profit or the hedging costs relating to the Notes. In addition, any price at which you may sell the Notes is likely to reflect
customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market
price is expected to be based on a secondary market rate rather than the internal funding rate used to price the Notes and determine the
initial estimated value. As a result, the secondary market price will be less than if the internal funding rate were used.
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date — The initial estimated
value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the
derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is based on a variety of assumptions,
including our internal funding rate (which represents a discount from our credit spreads), expectations as to dividends, interest rates
and volatility and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove
to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do. |
The value of the Notes at any time after
the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result,
the actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from
the initial estimated value of the Notes.
Risks Relating to Conflicts of Interest and
Our Trading Activities
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest — You should make your
own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic interests are potentially
adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading activities, and we and
our affiliates have no obligation to consider your interests in taking any actions that might affect the value of the Notes. Trading by
us and our affiliates may adversely affect the value of the Underlier and the market value of the Notes. See “Risk Factors —
Risks Relating to Conflicts of Interest” in the accompanying product supplement. |
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent, our affiliate, RBCCM,
will determine any values of the Underlier and make any other determinations necessary to calculate any payments on the Notes. In making
these determinations, the Calculation Agent may be required to make discretionary judgments, including those described under “—
Risks Relating to the Underlier” below. In making these discretionary judgments, the economic interests of the Calculation Agent
are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect any payments
on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor in the Notes in making any determinations
with respect to the Notes. |
Risks Relating to the Underlier
| · | You Will Not Have Any Rights to the Underlier or the Gold Held by the Underlier — As an investor in the Notes, you will
not have voting rights or any other rights with respect to the Underlier or the gold held by the Underlier. |
| · | Investing in the Notes Linked to the Underlier Is Not the Same as Investing Directly in Gold — The performance of the
Underlier will not exactly replicate the performance of gold. The Underlier is subject to management risk, which is the risk that the
investment strategy for the Underlier, the implementation of which is subject to a number of constraints, may not produce the intended
results. The Underlier does not generate any income, and because it regularly sells gold to pay for its ongoing expenses, the amount of
gold represented by each share of the Underlier will gradually decline over time. Additionally, there is a risk that part or all of the
Underlier’s holding in gold could be lost, damaged or stolen, and access to gold could be restricted due to war, terrorism, theft,
natural disaster or otherwise. In addition, because the shares of the Underlier are traded on a securities exchange and are subject to
market supply and investor demand, the market value of one share of the Underlier may differ from the net asset value per share of the
Underlier. |
The performance of the Underlier may diverge
significantly from the performance of gold due to differences in trading hours between the Underlier and gold or other circumstances.
During periods of market volatility, gold may be unavailable in the secondary market, market participants may be unable to calculate accurately
the intraday net asset value per share of the Underlier and the liquidity of the Underlier may be adversely affected. This kind of market
volatility may also disrupt the ability of market participants to create and redeem shares in the Underlier. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Underlier.
As a result, under these circumstances, the market value of the Underlier may vary substantially from the net asset value per share. For
all of the foregoing reasons, the performance of the Underlier may not correlate with gold as well as its net asset value per share of
the Underlier.
| · | The Notes Are Subject to Risks Associated With Gold — The investment objective of the Underlier is to reflect the performance
of the price of gold bullion, less the expenses of the Underlier’s operations. The market for gold bullion is global, and gold prices
are subject to volatile price movements over short periods of time and are affected by numerous factors, including global demand for and
supply of gold and macroeconomic factors, such as the structure of and confidence in the global monetary system, expectations regarding
the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is
usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial, political, regulatory, judicial
or other events. Gold prices may be affected by industry factors, such as industrial and jewelry demand as well as lending, sales and
purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions that hold
gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term changes in supply and demand
due to trading activities in the gold market. From time to time, above-ground inventories of gold may also influence the market. Gold
prices may also be affected by any gold pricing or auction methodologies used widely by the market, which methodologies may change from
time to time. It is not possible to predict the aggregate effect of all or any combination of these factors. The price of gold has recently
been, and may continue to be, extremely volatile. |
| · | Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event — The
timing and amount of any payment on the Notes is subject to adjustment upon the occurrence of a market disruption event affecting the
Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a discretionary determination
of the closing value of the Underlier. See “General Terms of the Notes—Reference Stocks and Funds—Market Disruption
Events,” “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes—Postponement
of a Payment Date” in the accompanying product supplement. |
| · | Adjustments to the Underlier Could Adversely Affect Any Payments on the Notes — The investment adviser of the Underlier
make changes to its investment strategy at any time. This could adversely affect the value of the Underlier and, consequently, the value
of the Notes. |
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments — The
Calculation Agent may in its sole discretion make adjustments affecting any amounts payable on the Notes upon the occurrence of certain
events with respect to the Underlier that the Calculation Agent determines have a diluting or concentrative effect on the theoretical
value of the Underlier. However, the Calculation Agent might not make adjustments in response to all such events that could affect the
Underlier. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent
not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the Notes. See “General Terms
of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in the accompanying product supplement. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated —
If the Underlier is delisted or terminated, the Calculation Agent may select a successor fund. In addition, upon the occurrence of certain
reorganization or other events affecting the Underlier, the Calculation Agent may make adjustments that result in payments on the Notes
being based on the performance of (i) cash, securities of another issuer and/or other property distributed to holders of the Underlier
upon the occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed to holders of the Underlier,
a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely affect the value of the Underlier
and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity Date for a payment determined
by the Calculation Agent. Any amount payable upon acceleration could be significantly less than any amount that would be due on the Notes
if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the value of, and any amount payable
on, the Notes could be adversely affected, perhaps significantly. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution
Adjustments—Reorganization Events” and “General Terms of the Notes—Reference Stocks and Funds—Discontinuation
of, or Adjustments to, a Fund” in the accompanying product supplement. |
Information Regarding the Underlier
According to publicly available information, the Underlier is an investment
trust sponsored by World Gold Trust Services, LLC, whose investment objective is to reflect the performance of the price of gold bullion,
less expenses. The Underlier holds gold bars and from time to time, issues blocks of shares in exchange for deposits of gold and distributes
gold in connection with the redemption of blocks of shares. For more information about the Underlier, see “Exchange-Traded Funds—The
SPDR® Gold Trust” 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 25, 2025. The red line represents a hypothetical Buffer Value based on the closing value of
the Underlier on June 25, 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.
SPDR® Gold Trust

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
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, subject to the potential application of the “constructive ownership” regime discussed below, (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.
Even if the treatment of the Notes as prepaid financial contracts is
respected, purchasing a Note could be treated as entering into a “constructive ownership transaction” within the meaning of
Section 1260 of the Internal Revenue Code (“Section 1260”). In that case, all or a portion of any long-term capital gain you
would otherwise recognize upon the taxable disposition of the Note would be recharacterized as ordinary income to the extent such gain
exceeded the “net underlying long-term capital gain” as defined in Section 1260. Any long-term capital gain recharacterized
as ordinary income would be treated as accruing at a constant rate over the period you held the Note, and you would be subject to a notional
interest charge in respect of the deemed tax liability on the income treated as accruing in prior tax years. In addition, long-term capital
gain that you would otherwise recognize in respect of your Notes up to the amount of the “net underlying long-term capital gain”
could, if you are an individual or other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles”
instead of the general rates that apply to long-term capital gain. Due to the lack of direct legal authority, our counsel is unable to
opine as to whether or how Section 1260 applies to the Notes.
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 particular, there is a risk that the Notes could
be characterized as debt instruments for U.S. federal income tax purposes, in which case the tax consequences of an investment in the
Notes could be different from those described herein and possibly adverse to certain investors. 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 and the potential application of the “constructive
ownership” regime, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution (Conflicts of Interest)
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and its affiliates
will act as placement agents for the Notes and will receive a fee from us of the amount per $1,000 principal amount of Notes specified
on the cover of this pricing supplement, but will forgo any fees for sales to certain fiduciary accounts.
The value of the Notes shown on your account statement may be based
on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes (which it
is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes in light of then-prevailing market
conditions, our creditworthiness and transaction costs. For a period of approximately six months after the Issue Date, the value of the
Notes that may be shown on your account statement may be higher than RBCCM’s estimated value of the Notes at that time. This is
because the estimated value of the Notes will not include the underwriting discount or our hedging costs and profits; however, the value
of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition of the underwriting
discount and our estimated costs and profits from hedging the Notes. This excess is expected to decrease over time until the end of this
period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.
RBCCM or another of its affiliates or agents may use this pricing supplement
in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement in a market-making transaction
in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing
supplement is being used in a market-making transaction.
For additional information about the settlement cycle of the Notes,
see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship between us and
RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
Structuring the Notes
The Notes are our debt securities. As is the case for all of our debt
securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness. In addition,
because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds
under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt security
of comparable maturity. The lower internal funding rate, the underwriting discount and the hedging-related costs relating to the Notes
reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being less than their public offering
price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary market transaction may be based
on a secondary market rate, which may result in a lower value for the Notes than if our initial internal funding rate were used.
In order to satisfy our payment obligations under the Notes, we may
choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with RBCCM and/or
one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including our creditworthiness,
interest rate movements, volatility and the tenor of the Notes. The economic terms of the Notes and the initial estimated value depend
in part on the terms of these hedging arrangements.
See “Selected Risk Considerations—Risks Relating to the
Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes Will Be Less
Than the Public Offering Price” above.