[424B2] Royal Bank of Canada Prospectus Supplement

Rhea-AI Filing Summary

Royal Bank of Canada (RY) is marketing $12.93 million of senior unsecured “Trigger Autocallable GEARS” linked to Apple Inc. (AAPL) common stock. The notes are issued in $10 denominations, settle on 16 Jul 2025 and mature 14 Jul 2028 unless automatically called on 21 Jul 2026.

• Automatic call: If AAPL’s closing price on 17 Jul 2026 is ≥ the initial value of $211.16, investors receive $11.40 per note (principal + 14% call return); no further payments.
• Payoff at maturity (if not called):
  • Positive AAPL return – repayment of $10 plus 1.4× the price appreciation.
  • Zero/negative return but final price ≥ $158.37 (75% threshold) – full principal only.
  • Final price < $158.37 – principal reduced 1:1 with the percentage decline (max loss 100%).
• No coupons or dividends: Investors forgo AAPL dividends and receive no periodic interest.
• Credit & liquidity: The securities rank pari-passu with other senior debt of RBC; payment depends entirely on RBC’s creditworthiness. The notes will not be listed, and market-making is discretionary.
• Pricing: Public offering price is $10; UBS earns a $0.25 commission. The issuer’s initial estimated value is $9.76, reflecting underwriting spread, hedging costs and RBC’s lower internal funding rate.
• Risk highlights: Possibility of total loss below the 75% barrier, limited upside to 14% if early called, secondary-market illiquidity, taxation uncertainty (treated as prepaid open contracts), and exposure to Canadian bank resolution powers.

In essence, the product offers enhanced upside participation (140%) only if AAPL rallies and the note is not called, moderate capped return if called, and substantial downside risk below a 25% decline, all subject to RBC credit risk.

Insights

Structured-Products Analyst

TL;DR Small, retail-focused Apple-linked note; modest 14% call, 1.4× upside after year one, but 75% barrier and full RBC credit risk.

The $12.9 million issuance is immaterial for RBC’s balance sheet yet relevant for yield-seeking retail investors. Pricing shows a 2.4% issuer/dealer spread (25 ¢ fee + 0.24 ¢ value discount) and an initial value 2.4% below par, typical for similar GEARS. The 14% call return may appear attractive, but with Apple at all-time highs investors face high probability of early call, capping gains. Importantly, the 75% barrier is relatively tight for a single-stock instrument; a 25% drawdown would expose holders to full downside. Absence of coupons, lack of listing and tax ambiguity further reduce appeal. From a portfolio standpoint, this is not an impactful corporate event for RY shareholders; it is a product sale. Impact rating: neutral.

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Pricing Supplement dated July 11, 2025 &nbsp; Registration Statement No. 333-275898 Filed Pursuant to Rule 424(b)(2)

Royal Bank of Canada Trigger Autocallable GEARS

$12,931,990 Securities Linked to the Common Stock of Apple Inc. due July 14, 2028

Investment Description

The Trigger Autocallable GEARS (the &ldquo;Securities&rdquo;) are senior unsecured debt securities issued by Royal Bank of Canada linked to the performance of the common stock of Apple Inc. (the &ldquo;Underlying&rdquo;). We will automatically call the Securities early if the closing value of the Underlying on the Call Observation Date is greater than or equal to the Initial Underlying Value. If the Securities are called, we will pay you the principal amount per Security plus a return equal to the Call Return of 14.00%. No further payments will be made on the Securities once they have been automatically called, and you will not participate in any appreciation of the Underlying if the Securities are automatically called. If the Securities are not automatically called and the Underlying Return (as defined below) is positive, we will repay the principal amount at maturity plus pay a return equal to 1.4 (the &ldquo;Upside Gearing&rdquo;) times the Underlying Return. If the Securities are not automatically called and the Underlying Return is zero or negative, but the Final Underlying Value is greater than or equal to the Downside Threshold, we will repay the full principal amount at maturity. However, if the Securities are not automatically called, the Underlying Return is negative and the Final Underlying Value is less than the Downside Threshold, we will pay less than the full principal amount at maturity, if anything, resulting in a loss of principal amount that is proportionate to the negative Underlying Return, and you will lose up to 100% of the principal amount. Investing in the Securities involves significant risks. The Securities do not pay dividends or interest. You will lose a significant portion or all of your principal amount if the Securities are not automatically called and the Final Underlying Value is less than the Downside Threshold. The Upside Gearing and contingent repayment of principal apply only at maturity. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness. If we default on our payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire investment. The Securities will not be listed on any securities exchange.

Features &nbsp; Key Dates

q	Call Return — We will automatically call the Securities and pay you an amount equal to the principal amount plus a return equal to the Call Return if the closing value of the Underlying on the Call Observation Date is greater than or equal to the Initial Underlying Value. No further payments will be made on the Securities once they have been automatically called, and investors will not participate in any appreciation of the Underlying if the Securities are automatically called.
q	Enhanced Growth Potential — If the Securities are not automatically called and the Underlying Return is positive, at maturity we will pay you the principal amount plus a return equal to the Upside Gearing times the Underlying Return.
q	Downside Exposure with Contingent Repayment of Principal at Maturity — If the Securities are not automatically called and the Underlying Return is zero or negative, but the Final Underlying Value is greater than or equal to the Downside Threshold, we will repay the full principal amount at maturity. However, if the Securities are not automatically called, the Underlying Return is negative and the Final Underlying Value is less than the Downside Threshold, we will pay less than the full principal amount at maturity, if anything, resulting in a loss of principal amount that is proportionate to the negative Underlying Return. Accordingly, you may lose a significant portion or all of the principal amount of the Securities. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness.

	 
Trade Date	July 11, 2025
Settlement Date	July 16, 2025
Call Observation Date1	July 17, 2026
Call Settlement Date1	July 21, 2026
Final Valuation Date1	July 11, 2028
Maturity Date1	July 14, 2028

¹ 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.

NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER &ldquo;KEY RISKS&rdquo; BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT AND UNDER &ldquo;RISK FACTORS&rdquo; IN THE ACCOMPANYING PROSPECTUS, PROSPECTUS SUPPLEMENT AND PRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE A SIGNIFICANT PORTION OR ALL OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.

Security Offering

We are offering Trigger Autocallable GEARS Linked to the Common Stock of Apple Inc. The Securities will be issued in minimum denominations of $10, and integral multiples of $10 in excess thereof, with a minimum investment of $1,000. The Initial Underlying Value and Downside Threshold were determined and the Upside Gearing was set on the Trade Date.

Underlying	Call Return	Upside Gearing	Initial Underlying Value*	Downside Threshold**	CUSIP/ ISIN
Common stock of Apple Inc. (AAPL)	14.00%	1.4	$211.16	$158.37, which is 75% of the Initial Underlying Value	78017M561 / US78017M5610

* The closing value of the Underlying on the Trade Date

** Rounded to two decimal places

See &ldquo;Additional Information about Royal Bank of Canada and the Securities&rdquo; in this pricing supplement. The Securities will have the terms specified in the prospectus dated December 20, 2023, the prospectus supplement dated December 20, 2023, the product supplement no. 1A dated May 16, 2024 and this pricing supplement.

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 Securities or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Securities 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 Securities 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.

 	Price to Public		Fees and Commissions(1)		Proceeds to Us
Offering of the Securities	Total	Per Security	Total	Per Security	Total	Per Security
Securities Linked to the Common Stock of Apple Inc.	$12,931,990	$10.00	$323,299.75	$0.25	$12,608,690.25	$9.75

⁽¹⁾ UBS Financial Services Inc., which we refer to as UBS, will receive a commission of $0.25 per Security. See &ldquo;Supplemental Plan of Distribution (Conflicts of Interest)&rdquo; below.

The initial estimated value of the Securities determined by us as of the Trade Date, which we refer to as the initial estimated value, is $9.76 per Security and is less than the public offering price of the Securities. The market value of the Securities 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.

UBS Financial Services Inc. RBC Capital Markets, LLC

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Additional Information about Royal Bank of Canada and the Securities

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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 Securities are a part, and the product supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents, contains the terms of the Securities 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 Securities 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;Key Risks&rdquo; in this pricing supplement and &ldquo;Risk Factors&rdquo; in the documents listed below, as the Securities 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 Securities.

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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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&uml; Prospectus dated December 20, 2023:
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm

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&uml; Prospectus Supplement dated December 20, 2023:
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm

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&uml; 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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Selected Purchase Considerations

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The Securities may be appropriate for you if, among other considerations:

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&uml; You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.

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&uml; You can tolerate the loss of a significant portion or all of the principal amount of the Securities and are willing to make an investment that may have the full downside market risk of the Underlying.

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&uml; You believe that the closing value of the Underlying will appreciate from the Initial Underlying Value to the Final Underlying Value.

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&uml; You understand and accept that, if the Securities are automatically called, you will not participate in any appreciation of the Underlying and your potential return is limited to the Call Return.

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&uml; You are willing to invest in the Securities based on the Upside Gearing set forth on the cover page of this pricing supplement.

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&uml; You do not seek current income from your investment and are willing to forgo the dividends paid on the Underlying.

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&uml; You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlying.

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&uml; You fully understand and accept the risks associated with the Underlying.

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&uml; You are willing to invest in Securities that may be called early, and you are otherwise willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.

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&uml; You are willing to assume our credit risk for all payments under the Securities, and understand that if we default on our obligations, you may not receive any amounts due to you, including any repayment of principal.

The Securities may not be appropriate for you if, among other considerations:

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&uml; You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.

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&uml; You cannot tolerate the loss of a significant portion or all of the principal amount of the Securities, and you are not willing to make an investment that may have the full downside market risk of the Underlying.

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&uml; You believe that the closing value of the Underlying will decline from the Initial Underlying Value to the Final Underlying Value.

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&uml; You do not understand and accept that, if the Securities are automatically called, you will not participate in any appreciation of the Underlying and your potential return is limited to the Call Return.

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&uml; You are unwilling to invest in the Securities based on the Upside Gearing set forth on the cover page of this pricing supplement.

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&uml; You seek current income from your investment or prefer to receive the dividends paid on the Underlying.

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&uml; You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlying.

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&uml; You do not fully understand or accept the risks associated with the Underlying.

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&uml; You are unable or unwilling to invest in Securities that may be called early, or you are otherwise unable or unwilling to hold the Securities to maturity, or you seek an investment for which there will be an active secondary market.

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&uml; You are not willing to assume our credit risk for all payments under the Securities, including any repayment of principal.

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The considerations identified above are not exhaustive. Whether or not the Securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting, and other advisers have carefully considered the appropriateness of an investment in the Securities in light of your particular circumstances. You should also review carefully the &ldquo;Key Risks&rdquo; in this pricing supplement and &ldquo;Risk Factors&rdquo; in the accompanying prospectus, prospectus supplement and product supplement for risks related to an investment in the Securities. For more information about the Underlying, see &ldquo;Information about the Underlying&rdquo; below.

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Final Terms of the Securities¹

Issuer:	Royal Bank of Canada
Principal Amount:	$10 per Security (subject to minimum investment of 100 Securities)
Term:	Approximately 3 years, if not previously called
Underlying:	The common stock of Apple Inc.
Automatic Call Feature:	The Securities will be automatically called if the closing value of the Underlying on the Call Observation Date is greater than or equal to the Initial Underlying Value. If the Securities are automatically called, we will pay you on the Call Settlement Date an amount per Security equal to:   $10 + ($10 × Call Return)   No further payments will be made on the Securities.
Call Observation Date:2	July 17, 2026
Call Settlement Date:2	July 21, 2026
Call Return:	14.00%
Payment at Maturity:	If the Securities are not automatically called and the Underlying Return is positive, we will pay you at maturity an amount per Security equal to:   $10 + ($10 × Upside Gearing × Underlying Return)   If the Securities are not automatically called and the Underlying Return is zero or negative, but the Final Underlying Value is greater than or equal to the Downside Threshold, we will pay you at maturity an amount per Security equal to:   $10   If the Securities are not automatically called, the Underlying Return is negative and the Final Underlying Value is less than the Downside Threshold, we will pay you at maturity an amount per Security equal to:   $10 + ($10 × Underlying Return)   In this scenario, you will lose a significant portion or all of the principal amount of the Securities in an amount proportionate to the negative Underlying Return.
Upside Gearing:	1.4
Underlying Return:	Final Underlying Value – Initial Underlying Value Initial Underlying Value
Downside Threshold:	A percentage of the Initial Underlying Value, as specified on the cover of this pricing supplement
Initial Underlying Value:	The closing value of the Underlying on the Trade Date, as specified on the cover of this pricing supplement
Final Underlying Value:	The closing value of the Underlying on the Final Valuation Date
Calculation Agent:	RBC Capital Markets, LLC (“RBCCM”)

Investment Timeline
 	Trade Date:	 	The Initial Underlying Value and Downside Threshold were determined and the Upside Gearing was set.
 		 	 
 	Call Observation Date:	 	The Securities will be automatically called if the closing value of the Underlying on the Call Observation Date is greater than or equal to the Initial Underlying Value. If the Securities are automatically called, we will pay you an amount per Security equal to $10 plus a return equal to the Call Return. No further payments will be made on the Securities.
 		 	 
 	Maturity Date:	 	If the Securities are not automatically called, the Final Underlying Value is observed and the Underlying Return is determined on the Final Valuation Date.   If the Securities are not automatically called and the Underlying Return is positive, we will pay you at maturity an amount per Security equal to:   $10 + ($10 × Upside Gearing × Underlying Return)   If the Securities are not automatically called and the Underlying Return is zero or negative, but the Final Underlying Value is greater than or equal to the Downside Threshold, we will pay you at maturity an amount per Security equal to:   $10   If the Securities are not automatically called, the Underlying Return is negative and the Final Underlying Value is less than the Downside Threshold, we will pay you at maturity an amount per Security equal to:   $10 + ($10 × Underlying Return)   In this scenario, you will lose a significant portion or all of the principal amount of the Securities in an amount proportionate to the negative Underlying Return.

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Investing in the Securities involves significant risks. The Securities do not pay dividends or interest. You will lose a significant portion or all of your principal amount if the Securities are not automatically called and the Final Underlying Value is less than the Downside Threshold. The Upside Gearing and contingent repayment of principal apply only at maturity. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness. If we default on our payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire investment.

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¹ Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the accompanying product supplement.

² 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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Key Risks

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An investment in the Securities involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Securities. Some of the risks that apply to an investment in the Securities 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 Securities unless you understand and can bear the risks of investing in the Securities.

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Risks Relating to the Terms and Structure of the Securities

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&uml; Your Investment in the Securities May Result in a Loss of Principal &mdash; The Securities differ from ordinary debt securities in that we are not necessarily obligated to repay the full principal amount of the Securities at maturity. If the Securities are not automatically called, the return on the Securities at maturity is linked to the performance of the Underlying and will depend on whether, and the extent to which, the Underlying Return is positive or negative. If the Underlying Return is negative and the Final Underlying Value is less than the Downside Threshold, you will be exposed to the negative Underlying Return, and we will pay you less than your principal amount at maturity, if anything, resulting in a loss of principal of your Securities that is proportionate to the percentage decline in the value of the Underlying. Accordingly, you could lose a significant portion or all of the principal amount of the Securities.

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&uml; Payments on the Securities Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the Market Value of the Securities &mdash; The Securities are our senior unsecured debt securities, and your receipt of any amounts due on the Securities 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 Securities 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 Securities.

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&uml; Your Return on the Securities Is Limited if the Securities Are Automatically Called &mdash; If the Securities are automatically called, your potential gain on the Securities will be limited to the Call Return, regardless of the appreciation of the Underlying, which may be significant. In addition, because the closing value of the Underlying at various times during the term of the Securities could be higher than on the Call Observation Date, you may receive a lower payment if the Securities are automatically called than you would have if you had hypothetically invested directly in the Underlying. Furthermore, if the Securities are automatically called, you will not benefit from the Upside Gearing that applies to the payment at maturity if the Underlying Return is positive. Because the Upside Gearing does not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment at maturity for the same level of appreciation in the Underlying.

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&uml; The Securities May Be Called Early and Are Subject to Reinvestment Risk &mdash; The Securities will be called automatically if the closing value of the Underlying is greater than or equal to the Initial Underlying Value on the Call Observation Date. In the event that the Securities are called prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment in the Securities at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest your proceeds in an investment comparable to the Securities, you will incur transaction costs and the original issue price for such an investment is likely to include certain built in costs such as dealer discounts and hedging costs.

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&uml; The Upside Gearing and Contingent Repayment of Principal Apply Only If You Hold the Securities to Maturity &mdash; You should be willing to hold your Securities to maturity. The market value of the Securities may fluctuate between the date you purchase them and the Final Valuation Date. If you are able to sell your Securities prior to maturity in the secondary market, if any, the price you receive likely will not reflect the full economic value of the Upside Gearing and may represent a loss relative to your initial investment, even if at that time the value of the Underlying is greater than the Downside Threshold. Accordingly, your return under these circumstances may be lower than the return of the Underlying, as well as the return on the Securities that would be payable at maturity based on the return of the Underlying. You can receive the full benefit of the Upside Gearing only if you hold your Securities to maturity.

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&uml; A Higher Call Return or Lower Downside Threshold May Reflect Greater Expected Volatility of the Underlying, and Greater Expected Volatility Generally Indicates an Increased Risk of Loss at Maturity &mdash; The economic terms for the Securities, including the Call Return and Downside Threshold, are based, in part, on the expected volatility of the Underlying at the time the terms of the Securities are set. Volatility is a measure of the degree of variation in the value of the Underlying over a period of time. The greater the expected volatility of the Underlying as of the Trade Date, the greater the expectation is as of that date that the Final Underlying Value could be less than the Downside Threshold and, as a consequence, indicates an increased risk of loss. All things being equal, this greater expected volatility will generally be reflected in a higher Call Return than the yield payable on our conventional debt securities with a similar maturity or on otherwise comparable securities, and/or a lower Downside Threshold than those terms on otherwise comparable securities. Therefore, a relatively higher Call Return may indicate an increased risk of loss. However, the Underlying's

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volatility can change significantly over the term of the Securities, and a relatively lower Downside Threshold may not necessarily indicate that the Securities have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of the Underlying and the potential to lose a significant portion or all of your initial investment.

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&uml; The Securities Do Not Pay Interest, and Your Return on the Securities May Be Lower Than the Return on a Conventional Debt Security of Comparable Maturity &mdash; There will be no periodic interest payments on the Securities 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 Securities, 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.

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

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&uml; The Securities Will Be Subject to Risks, Including Non-Payment in Full, under Canadian Bank Resolution Powers &mdash; Under Canadian bank resolution powers, the Canada Deposit Insurance Corporation (&ldquo;CDIC&rdquo;) may, in circumstances where we have ceased, or are about to cease, to be viable, assume temporary control or ownership over us and may be granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of our assets, and the power to carry out or cause us to carry out a transaction or a series of transactions the purpose of which is to restructure our business. See &ldquo;Description of Debt Securities&mdash;Canadian Bank Resolution Powers&rdquo; in the accompanying prospectus for a description of the Canadian bank resolution powers. If the CDIC were to take action under the Canadian bank resolution powers with respect to us, holders of the Securities could be exposed to losses.

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&uml; The U.S. Federal Income Tax Consequences of an Investment in the Securities Are Uncertain &mdash; There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Securities, and significant aspects of the tax treatment of the Securities are uncertain. You should review carefully the section entitled &ldquo;What Are the Tax Consequences of the Securities?&mdash;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 Securities.

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

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&uml; There May Not Be an Active Trading Market for the Securities; Sales in the Secondary Market May Result in Significant Losses &mdash; There may be little or no secondary market for the Securities. The Securities will not be listed on any securities exchange. RBCCM and our other affiliates intend to make a market for the Securities; 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 Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which RBCCM or any of our other affiliates is willing to buy the Securities. Even if a secondary market for the Securities develops, it may not provide enough liquidity to allow you to easily trade or sell the Securities. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Securities in any secondary market could be substantial. If you sell your Securities 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 Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity.

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&uml; The Initial Estimated Value of the Securities Is Less Than the Public Offering Price &mdash; The initial estimated value of the Securities is less than the public offering price of the Securities and does not represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the Securities in any secondary market (if any exists) at any time. If you attempt to sell the Securities 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 Underlying, 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 Securities. These factors, together with various credit, market and economic factors over the term of the Securities, are expected to reduce the price at which you may be able to sell the Securities in any secondary market and will affect the value of the Securities 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 Securities 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 Securities. In addition, any price at which you may sell the Securities is likely to reflect customary bid-ask spreads for similar trades. In

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6

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addition to bid-ask spreads, the value of the Securities 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 Securities 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;

&uml; The Initial Estimated Value of the Securities Is Only an Estimate, Calculated as of the Trade Date &mdash; The initial estimated value of the Securities is based on the value of our obligation to make the payments on the Securities, together with the mid-market value of the derivative embedded in the terms of the Securities. See &ldquo;Structuring the Securities&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 Securities. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Securities or similar securities at a price that is significantly different than we do.

&nbsp;

The value of the Securities 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 Securities in any secondary market, if any, should be expected to differ materially from the initial estimated value of the Securities.

&nbsp;

&uml; The Terms of the Securities at Issuance and Their Market Value Prior to Maturity Are Influenced by Many Unpredictable Factors &mdash; Many economic and market factors influence the terms of the Securities at issuance and affect their value prior to maturity. These factors are similar in some ways to those that could affect the value of a combination of instruments that might be used to replicate the payments on the Securities, including a combination of a bond with one or more options or other derivative instruments. For the market value of the Securities, we expect that, generally, the value of the Underlying on any day will affect the value of the Securities more than any other single factor. However, you should not expect the value of the Securities in the secondary market to vary in proportion to changes in the value of the Underlying. The value of the Securities will be affected by a number of other factors that may either offset or magnify each other, including:

&nbsp;

&uml; the value of the Underlying;

&nbsp;

&uml; the actual and expected volatility of the Underlying;

&nbsp;

&uml; the time remaining to maturity of the Securities;

&nbsp;

&uml; the dividend rate on the Underlying;

&nbsp;

&uml; interest and yield rates in the market generally, as well as in the markets of the Underlying;

&nbsp;

&uml; a variety of economic, financial, political, regulatory or judicial events; and

&nbsp;

&uml; our creditworthiness, including actual or anticipated downgrades in our credit ratings.

&nbsp;

Some or all of these factors influence the terms of the Securities at issuance and affect the price you will receive if you choose to sell the Securities prior to maturity. The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors.

&nbsp;

Risks Relating to Conflicts of Interest and Our Trading Activities

&nbsp;

&uml; Our, Our Affiliates&rsquo; and UBS&rsquo;s Business and Trading Activities May Create Conflicts of Interest &mdash; You should make your own independent investigation of the merits of investing in the Securities. Our, our affiliates&rsquo; and UBS&rsquo;s economic interests are potentially adverse to your interests as an investor in the Securities due to our, our affiliates&rsquo; and UBS&rsquo;s business and trading activities, and we, our affiliates and UBS have no obligation to consider your interests in taking any actions that might affect the value of the Securities. Trading by us, UBS and our respective affiliates may adversely affect the value of the Underlying and the market value of the Securities. See &ldquo;Risk Factors&mdash;Risks Relating to Conflicts of Interest&rdquo; in the accompanying product supplement.

&nbsp;

&uml; 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 Underlying and make any other determinations necessary to calculate any payments on the Securities. In making these determinations, the Calculation Agent may be required to make discretionary judgments, including those described under &ldquo;&mdash; Risks Relating to the Underlying&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 Securities, and any of these determinations may adversely affect any payments on the Securities. The Calculation Agent will have no obligation to consider your interests as an investor in the Securities in making any determinations with respect to the Securities.

&nbsp;

7

&nbsp;

Risks Relating to the Underlying

&nbsp;

&uml; An Investment in the Securities Is Subject to Single Stock Risk &mdash; The value of the Underlying can rise or fall sharply due to factors specific to the Underlying and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Securities, should make your own investigation into the Underlying issuer and the Underlying for your Securities. For additional information about the Underlying and its issuer, please see &ldquo;Information about the Underlying&rdquo; in this pricing supplement and the Underlying issuer&rsquo;s SEC filings referred to in that section. We urge you to review financial and other information filed periodically by the Underlying issuer with the SEC.

&nbsp;

&uml; You Will Not Have Any Rights to the Underlying &mdash; As an investor in the Securities, you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the Underlying.

&nbsp;

&uml; Any Payment on the Securities May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event &mdash; The timing and amount of any payment on the Securities is subject to adjustment upon the occurrence of a market disruption event affecting the Underlying. If a market disruption event persists for a sustained period, the Calculation Agent may make a discretionary determination of the closing value of the Underlying. 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;

&uml; 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 Securities upon the occurrence of certain corporate events (such as stock splits or extraordinary or special dividends) that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value of the Underlying. However, the Calculation Agent might not make adjustments in response to all such events that could affect the Underlying. 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 Securities. See &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Anti-dilution Adjustments&rdquo; in the accompanying product supplement.

&nbsp;

&uml; Reorganization or Other Events Could Adversely Affect the Value of the Securities or Result in the Securities Being Accelerated &mdash; Upon the occurrence of certain reorganization or other events affecting the Underlying, the Calculation Agent may make adjustments that result in payments on the Securities being based on the performance of (i) cash, securities of another issuer and/or other property distributed to holders of the Underlying 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 Underlying, a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely affect the value of the Underlying and, consequently, the value of the Securities. 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 Securities if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Securities, the value of, and any amount payable on, the Securities could be adversely affected, perhaps significantly. See &ldquo;General Terms of the Notes&mdash;Reference Stocks and Funds&mdash;Anti-dilution Adjustments&mdash;Reorganization Events&rdquo; in the accompanying product supplement.

&nbsp;

8

&nbsp;

Hypothetical Examples and Return Table at Maturity

&nbsp;

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

&nbsp;

The table and hypothetical examples below illustrate the payment at maturity per Security for a hypothetical range of Underlying Returns based on a hypothetical Initial Underlying Value of $100.00, a hypothetical Downside Threshold of 75% of the hypothetical Initial Underlying Value, the Call Return of 14.00% and the Upside Gearing of 1.4. The actual Initial Underlying Value and Downside Threshold are set forth on the cover page of this pricing supplement. The table and examples set forth below are only for illustrative purposes and may not show the actual return applicable to a purchaser of the Securities. If the Securities are automatically called prior to maturity, the table below will not be relevant, and you will receive on the Call Settlement Date the principal amount plus a return equal to the Call Return. If the Securities are not previously called, the actual payment at maturity will be determined based on the Final Underlying Value on the Final Valuation Date. You should consider carefully whether the Securities are appropriate for your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.

&nbsp;

Example of Payment upon an Automatic Call

&nbsp;

Example &mdash; On the Call Observation Date, the Underlying closes at or above the Initial Underlying Value. Because the Securities are automatically called on the Call Observation Date, we will pay you an amount based on the Call Return. We will pay you on the Call Settlement Date a cash payment of $11.40 per Security (a return of 14.00%), calculated as follows:

&nbsp;

$10 + ($10 &times; 14.00%) = $10 + $1.40 = $11.40

&nbsp;

Examples of Payment at Maturity if Securities Are NOT Automatically Called

&nbsp;

Hypothetical Final Underlying Value	Hypothetical Underlying Return	Hypothetical Payment at Maturity ($)	Hypothetical Total Return on Securities1
$200.00	100.00%	$24.00	140.00%
$175.00	75.00%	$20.50	105.00%
$150.00	50.00%	$17.00	70.00%
$140.00	40.00%	$15.60	56.00%
$130.00	30.00%	$14.20	42.00%
$120.00	20.00%	$12.80	28.00%
$110.00	10.00%	$11.40	14.00%
$105.00	5.00%	$10.70	7.00%
$100.00	0.00%	$10.000	0.00%
$95.00	-5.00%	$10.000	0.00%
$90.00	-10.00%	$10.000	0.00%
$80.00	-20.00%	$10.000	0.00%
$75.00	-25.00%	$10.000	0.00%
$74.99	-25.01%	$7.499	-25.01%
$70.00	-30.00%	$7.000	-30.00%
$60.00	-40.00%	$6.000	-40.00%
$50.00	-50.00%	$5.000	-50.00%
$25.00	-75.00%	$2.500	-75.00%
$0.00	-100.00%	$0.000	-100.00%

¹ The &ldquo;total return&rdquo; is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the principal amount of $10 per Security.

&nbsp;

Example 1 &mdash; Securities are NOT automatically called and the value of the Underlying increases from the Initial Underlying Value to the Final Underlying Value by 10%. Because the Securities are not automatically called and the Underlying Return is positive, we will pay you an amount based on the Upside Gearing times the Underlying Return. We will pay you at maturity a cash payment of $11.40 per Security (a return of 14.00%), calculated as follows:

&nbsp;

$10 + ($10 &times; 1.4 &times; 10%) = $10 + $1.40 = $11.40

&nbsp;

Example 2 &mdash; Securities are NOT automatically called and the value of the Underlying decreases from the Initial Underlying Value to the Final Underlying Value by 10%. Because the Securities are not automatically called and the Underlying Return is negative, but the Final Underlying Value is greater than or equal to the Downside Threshold, we will pay you at maturity a cash payment of $10.00 per Security (a return of 0%).

&nbsp;

9

&nbsp;

Example 3 &mdash; Securities are NOT automatically called and the value of the Underlying decreases from the Initial Underlying Value to the Final Underlying Value by 50%. Because the Securities are not automatically called, the Underlying Return is -50%, which is negative, and the Final Underlying Value is less than the Downside Threshold, we will pay you at maturity a cash payment of $5.00 per Security (a 50% loss on the principal amount), calculated as follows:

&nbsp;

$10 + ($10 &times; -50%) = $10 + -$5 = $5.00

&nbsp;

10

&nbsp;

What Are the Tax Consequences of the Securities?

&nbsp;

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 Securities.

&nbsp;

Generally, this discussion assumes that you purchased the Securities 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 Underlying. 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 Security.

&nbsp;

In the opinion of our counsel, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid financial contracts that are &ldquo;open transactions,&rdquo; 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 that are Open Transactions&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. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition of your Securities (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Securities should be treated as short-term capital gain or loss unless you have held the Securities for more than one year, in which case your gain or loss should be treated as long-term capital gain or loss.

&nbsp;

We do not plan to request a ruling from the IRS regarding the treatment of the Securities. An alternative characterization of the Securities could materially and adversely affect the tax consequences of ownership and disposition of the Securities, 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 Securities, possibly with retroactive effect.

&nbsp;

Non-U.S. Holders. 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 Securities 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 Securities, including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

&nbsp;

Canadian Federal Income Tax Consequences

&nbsp;

For a discussion of the material Canadian federal income tax consequences relating to an investment in the Securities, please see the section entitled &ldquo;Supplemental Discussion of Canadian Tax Consequences&rdquo; in the accompanying product supplement, which you should carefully review prior to investing in the Securities.&nbsp;

&nbsp;

11

&nbsp;

Information about the Underlying

&nbsp;

The Underlying is registered under the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;). Companies with securities registered under the Exchange Act are required to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer of the Underlying can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer&rsquo;s SEC file number provided below. Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.

&nbsp;

According to publicly available information, Apple Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories and sells a variety of related services.

&nbsp;

The issuer of the Underlying&rsquo;s SEC file number is 001-36743. The Underlying is listed on The Nasdaq Stock Market under the ticker symbol &ldquo;AAPL.&rdquo;

&nbsp;

Historical Information

&nbsp;

The following graph sets forth historical closing values of the Underlying for the period from January 1, 2015 to July 11, 2025. The solid line represents the Downside Threshold. We obtained the information in the graph from Bloomberg Financial Markets, without independent investigation. The historical performance of the Underlying should not be taken as an indication of its future performance. We cannot give you assurance that the performance of the Underlying will result in the return of all of your initial investment.

&nbsp;

Common Stock of Apple Inc.

&nbsp;

&nbsp;

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

&nbsp;

12

&nbsp;

Supplemental Plan of Distribution (Conflicts of Interest)

&nbsp;

We have agreed to indemnify UBS and RBCCM against liabilities under the Securities Act of 1933, as amended, or to contribute payments that UBS and RBCCM may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all or a part of the Securities that it will purchase from us to investors or to its affiliates at the price to public listed on the cover page of this pricing supplement.

&nbsp;

UBS may allow a concession not in excess of the underwriting discount set forth on the cover page of this pricing supplement to its affiliates for distribution of the Securities.

&nbsp;

We or our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities and RBCCM and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See &ldquo;Use of Proceeds and Hedging&rdquo; in the accompanying product supplement.

&nbsp;

The value of the Securities shown on your account statement may be based on RBCCM&rsquo;s estimate of the value of the Securities if RBCCM or another of our affiliates were to make a market in the Securities (which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Securities in light of then-prevailing market conditions, our creditworthiness and transaction costs. For a period of approximately nine months after the Settlement Date, the value of the Securities that may be shown on your account statement may be higher than RBCCM&rsquo;s estimated value of the Securities at that time. This is because the estimated value of the Securities will not include the underwriting discount or our hedging costs and profits; however, the value of the Securities 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 Securities. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases your Securities, it expects to do so at prices that reflect their estimated value. This period may be reduced at RBCCM&rsquo;s discretion based on a variety of factors, including but not limited to, the amount of the Securities that we repurchase and our negotiated arrangements from time to time with UBS.

&nbsp;

RBCCM or another of its affiliates or agents may use this pricing supplement in the initial sale of the Securities. In addition, RBCCM or another of our affiliates may use this pricing supplement in a market-making transaction in the Securities 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 Securities, 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 Securities

&nbsp;

The Securities are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the Securities 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 Securities reduce the economic terms of the Securities to you and result in the initial estimated value for the Securities being less than their public offering price. Unlike the initial estimated value, any value of the Securities 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 Securities than if our initial internal funding rate were used.

&nbsp;

In order to satisfy our payment obligations under the Securities, 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 Securities. The economic terms of the Securities and the initial estimated value depend in part on the terms of these hedging arrangements.

&nbsp;

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

&nbsp;

13

&nbsp;

Validity of the Securities

&nbsp;

In the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Securities has been duly authorized by all necessary corporate action of the Bank in conformity with the indenture, and when the Securities have been duly executed, authenticated and issued in accordance with the indenture and delivered against payment therefor, the Securities will be validly issued and, to the extent validity of the Securities 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 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 Securities 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 Securities 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 Securities (the &ldquo;master note&rdquo;), and such Securities have been delivered against payment as contemplated herein, such Securities 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;

14

FAQ

What is the Call Return on Royal Bank of Canada’s Apple-linked GEARS?

If Apple closes at or above $211.16 on 17 Jul 2026, each $10 note pays $11.40, reflecting a 14.00% fixed return.

How does the 1.4× Upside Gearing work if the notes are not called?

At maturity investors receive $10 plus 1.4 times Apple’s percentage gain above $211.16, provided the notes were not automatically called.

What happens if Apple stock falls below the 75% Downside Threshold?

Principal is reduced 1-for-1 with Apple’s loss; a 30% drop to $147.81 would return $7.00 per note, and a 100% drop would return zero.

Do the GEARS pay dividends or interest during their term?

No. Holders receive no periodic payments and forgo any dividends paid on Apple shares.

Why is the initial estimated value only $9.76 versus the $10 offer price?

The $0.24 difference reflects UBS’s $0.25 selling concession, RBC’s hedging costs and its lower internal funding rate.

Will the securities be listed or actively traded?

They will not be listed. Any secondary market depends on RBC Capital Markets’ discretion and may involve wide bid-ask spreads.