The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement
and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject to Completion, dated June
30, 2025
PRICING SUPPLEMENT dated July __, 2025
(To the Product Supplement No. WF1 dated December
20, 2023 and the Prospectus Supplement and the Prospectus, each dated December 20, 2023) |
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
 |
|
Royal Bank of Canada
Senior Global Medium-Term
Notes, Series J |
|
Market Linked Securities—Auto-Callable with
Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common
Stock of NVIDIA Corporation due July 28, 2028 |
n Linked
to the common stock of NVIDIA Corporation (the “Underlying Stock”)
n Unlike
ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated
maturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities are
automatically called prior to stated maturity for a fixed call premium or, if they are not automatically called, the maturity payment
amount will depend, in each case, on the closing value of the Underlying Stock on the call date or the calculation day, as applicable.
n
Automatic Call. If the closing
value of the Underlying Stock on the call date occurring approximately one year after issuance is greater than or equal to the starting
value, the securities will be automatically called for the face amount plus a call premium of at least 19.75% of the face amount
(to be determined on the pricing date).
n
Maturity Payment Amount. If the securities
are not automatically called prior to stated maturity, you will receive a maturity payment amount that could be greater than, equal to
or less than the face amount of the securities, depending on the performance of the Underlying Stock from the starting value to the ending
value. The maturity payment amount will reflect the following terms:
n If
the value of the Underlying Stock increases, you will receive the face amount plus a positive return equal to 150% of the percentage
increase in the value of the Underlying Stock from the starting value to the ending value.
n If
the value of the Underlying Stock remains flat or decreases but the decrease is not more than 40%, you will receive the face amount.
n If
the value of the Underlying Stock decreases by more than 40%, you will have full downside exposure to the decrease in the value of the
Underlying Stock from the starting value, and you will lose more than 40%, and possibly all, of the face amount of your securities.
n Investors
may lose a significant portion, or all, of the face amount.
n If
the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate
in any appreciation of the Underlying Stock, which may be significant. If the securities are automatically called, you will no longer
have the opportunity to participate in any appreciation of the Underlying Stock at the upside participation rate.
n All
payments on the securities are subject to credit risk, and you will have no ability to pursue the issuer of the Underlying Stock for payment;
if Royal Bank of Canada, as issuer, defaults on its obligations, you could lose some or all of your investment.
n No
periodic interest payments or dividends
n No
exchange listing; designed to be held to maturity or automatic call |
The initial estimated value of the securities
determined by us as of the pricing date, which we refer to as the initial estimated value, is expected to be between $908.00 and $958.00
per security and will be less than the public offering price. The final pricing supplement relating to the securities will set forth the
initial estimated value. 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.
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
beginning on page PS-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement.
The securities are the unsecured obligations
of Royal Bank of Canada, and, accordingly, all payments on the securities are subject to the credit risk Royal Bank of Canada. If Royal
Bank of Canada, as issuer, defaults on its obligations, you could lose some or all of your investment.
None of the Securities and Exchange Commission
(the “SEC”), 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.
|
Original Offering Price
|
Agent Discount(1)(2)
|
Proceeds to Royal Bank of Canada
|
Per Security |
$1,000.00 |
$25.75 |
$974.25 |
Total |
|
|
|
| (1) | Wells Fargo Securities, LLC is the agent for the distribution of the securities and is acting as principal.
See “Terms of the Securities—Agent” and “Estimated Value of the Securities” in this pricing supplement for
further information. |
| (2) | In addition to the forgoing, in respect of certain securities sold in this offering, our affiliate, RBC
Capital Markets, LLC (“RBCCM”), may pay a fee of up to $2.00 per security to selected securities dealers in consideration
for marketing and other services in connection with the distribution of the securities to other securities dealers. |
Wells Fargo Securities
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Terms of the Securities |
Issuer: |
Royal Bank of Canada |
Market Measure: |
The common stock of NVIDIA Corporation (the “Underlying Stock”) |
Pricing Date: |
July 25, 2025 |
Issue Date: |
July 30, 2025 |
Calculation Day*: |
July 25, 2028 |
Stated Maturity Date*: |
July 28, 2028 |
Face Amount: |
$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000. |
Automatic Call: |
If the closing value of the Underlying Stock on
the call date is greater than or equal to the starting value, the securities will be automatically called, and on the call settlement
date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium.
If the securities are automatically called,
the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Underlying
Stock on the call date, which may be significant. If the securities are automatically called, you will no longer have the opportunity
to participate in any appreciation of the Underlying Stock at the upside participation rate.
If the securities are automatically called, they
will cease to be outstanding on the call settlement date and you will have no further rights under the securities after the call settlement
date. You will not receive any notice from us if the securities are automatically called.
|
Call Premium: |
The “call premium” will be determined on the pricing date and will be at least 19.75% of the face amount, or at least $197.50 per $1,000 face amount of the securities. |
Call Date*: |
July 30, 2026 |
Call Settlement Date*: |
Three business days after the call date |
Maturity Payment Amount: |
If the securities are not automatically called
prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per security in U.S. dollars
equal to the maturity payment amount. The “maturity payment amount” per security will equal:
· if
the ending value is greater than the starting value:
$1,000 + ($1,000 × stock return
× upside participation rate);
· if
the ending value is less than or equal to the starting value, but greater than or equal to the threshold value: $1,000; or
· if
the ending value is less than the threshold value:
$1,000 +
($1,000 × stock return)
If the securities are not automatically called
prior to stated maturity and the ending value is less than the threshold value, you will have full downside exposure to the decrease in
the value of the Underlying Stock from the starting value, and you will lose more than 40%, and possibly all, of the face amount of your
securities at maturity.
|
Threshold Value: |
, which is equal to 60% of the starting value |
Upside Participation Rate: |
150% |
Stock Return: |
The “stock return” is the percentage
change from the starting value to the ending value, measured as follows:
ending value – starting value
starting value
|
Starting Value: |
, the closing value of the Underlying Stock on the pricing date |
Closing Value: |
“Closing value” has the meaning assigned to “stock closing price” set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement. The closing value of the Underlying Stock is subject to adjustment through the adjustment factor as described in the accompanying product supplement. |
Ending Value: |
The “ending value” will be the closing value of the Underlying Stock on the calculation day. |
Calculation Agent: |
RBC Capital Markets, LLC (“RBCCM”) |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Material Tax
Consequences:
|
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see the discussions in “United States Federal Income Tax Considerations” below and in the section entitled “United States Federal Tax Considerations” in the product supplement. For a discussion of the material Canadian federal income tax consequences relating to the securities, please see the section of the product supplement, “Canadian Federal Income Tax Consequences.” |
Agent: |
Wells Fargo Securities, LLC (“WFS”).
The agent will receive the agent discount set forth on the cover page of this pricing supplement. The agent may resell the securities
to other securities dealers at the original offering price of the securities less a concession not in excess of $20.00 per security. Such
securities dealers may include Wells Fargo Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s
affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed
to WFA, WFS may pay $0.75 per security of the agent’s discount to WFA as a distribution expense fee for each security sold by WFA.
In addition to the forgoing, in respect of certain
securities sold in this offering, our affiliate, RBCCM, may pay a fee of up to $2.00 per security to selected securities dealers in consideration
for marketing and other services in connection with the distribution of the securities to other securities dealers. We or one of our affiliates
will also pay an expected fee to a broker-dealer that is unaffiliated with us for providing certain electronic platform services with
respect to this offering.
WFS and/or RBCCM, and/or one or more of their
respective affiliates, expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the
risks inherent in hedging our obligations under the securities. If WFS or any other dealer participating in the distribution of the securities
or any of their affiliates conducts hedging activities for us in connection with the securities, that dealer or its affiliates will expect
to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition
to any discount, concession or fee received in connection with the sale of the securities to you.
|
Denominations: |
$1,000 and any integral multiple of $1,000 |
CUSIP: |
78017PCH2 |
* The call date and the calculation day are subject
to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be
postponed if the calculation day is postponed and will be adjusted for non-business days. For purposes of the product supplement, each
of the call date and the calculation day is a “calculation day.” For more information regarding adjustments to the call date,
the calculation day and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption
Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates”
in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market disruption
event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption
Events” in the accompanying product supplement.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Additional Information about the Issuer and the Securities |
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. WF1 dated December 20, 2023. 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.
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.
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 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.
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 |
| · | Product
Supplement No. WF1 dated December 20, 2023:
https://www.sec.gov/Archives/edgar/data/1000275/000114036123058587/ef20016916_424b5.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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Estimated Value of the Securities |
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. 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.
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 agent 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 original issue 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.
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 the agent, RBCCM and/or one of their respective affiliates. The terms of these hedging arrangements may 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. Our cost of hedging will include
the projected profit that we or our counterparty(ies) expect to realize in consideration for assuming the risks inherent in hedging our
obligations under the securities. Because hedging our obligations entails risks and may be influenced by market forces beyond our or our
counterparty(ies)’ control, such hedging may result in a profit that is more or less than expected, or could result in a loss.
See “Selected Risk Considerations—Risks
Relating To The Estimated Value Of The Securities And Any Secondary Market—The Initial Estimated Value Of The Securities Will Be
Less Than The Original Offering Price” below.
Any price that the agent or RBCCM makes available
from time to time after the original issue date at which it would be willing to purchase the securities will generally reflect the agent’s
or RBCCM’s estimate of their value, as applicable, less a customary bid-ask spread for similar trades and the cost of unwinding
any related hedge transactions. That estimated value will be based upon a variety of factors, including then prevailing market conditions
and our creditworthiness. However, for a period of three months after the original issue date, the price at which the agent or RBCCM may
purchase the securities is expected to be higher than the price that would be determined based on the agent’s or RBCCM’s valuation,
respectively, at that time less the bid-ask spread and hedging unwind costs referenced above. This is because, at the beginning of this
period, that price will not include certain costs that were included in the original offering price, particularly a portion of the agent
discount and commission (not including the selling concession) and the expected profits that we or our hedging counterparty(ies) expect
to receive from our hedging transactions. As the period continues, these costs are expected to be gradually included in the price that
the agent or RBCCM would be willing to pay, and the difference between that price and the price that would be determined based on the
agent’s or RBCCM’s valuation of the securities, as applicable, less a bid-ask spread and hedging unwind costs will decrease
over time until the end of this period. After this period, if the agent or RBCCM continues to make a market in the securities, the prices
that it would pay for them are expected to reflect the agent’s or RBCCM’s estimated value, respectively, less the bid-ask
spread and hedging unwind costs referenced above. In addition, the value of the securities shown on your account statement will generally
reflect the price that the agent or RBCCM, as applicable, would be willing to pay to purchase the securities at that time.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
The securities are not appropriate for all
investors. The securities may be an appropriate investment for investors who:
| ■ | seek a fixed return equal to the call premium if the securities are automatically called on the call date; |
| ■ | understand that if the securities are not automatically called prior to stated maturity and the ending
value is less than the threshold value, they will have full downside exposure to the decrease in the value of the Underlying Stock from
the starting value, and they will lose more than 40%, and possibly all, of the face amount of their securities at maturity; |
| ■ | understand that the securities may be automatically called prior to stated maturity and that the term
of the securities may be as short as approximately one year; |
| ■ | seek 150% leveraged exposure to the upside performance of the Underlying Stock on the calculation day
if the securities are not automatically called and the ending value is greater than the starting value; |
| ■ | understand and are willing to accept the full downside risk of the Underlying Stock; |
| ■ | are willing to forgo interest payments on the securities and dividends on the Underlying Stock; and |
| ■ | are willing to hold the securities until maturity or automatic call. |
The securities may not be an appropriate investment
for investors who:
| ■ | seek a liquid investment or are unable or unwilling to hold the securities to maturity or any earlier
automatic call; |
| ■ | seek a security with a fixed term; |
| ■ | require full payment of the face amount of the securities at stated maturity; |
| ■ | are unwilling to purchase securities with an estimated value as of the pricing date that is lower than
the original offering price and that may be as low as the lower estimated value set forth on the cover page; |
| ■ | are unwilling to accept the risk that the ending value may be less than the threshold value; |
| ■ | seek current income over the term of the securities; |
| ■ | are unwilling to accept the risk of exposure to the Underlying Stock; |
| ■ | seek exposure to the Underlying Stock but are unwilling to accept the risk/return trade-offs inherent
in the payment amount for the securities at maturity or upon automatic call; |
| ■ | are unwilling to accept the credit risk of Royal Bank of Canada to obtain exposure to the Underlying Stock;
or |
| ■ | prefer the lower risk of fixed income investments with comparable maturities issued by companies with
comparable credit ratings. |
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 advisors have carefully considered
the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the
“Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement for risks
related to an investment in the securities. For more information about the Underlying Stock, see “Information about the Underlying
Stock” below.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Determining Payment on the Call Settlement Date and at Stated Maturity |
Whether the securities are automatically called
on the call date for the call premium will be determined based on the closing value of the Underlying Stock on the call date as follows:

On the stated maturity date, if the securities have not been automatically called, you will receive a cash payment
per security (the maturity payment amount) calculated as follows:
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Selected Risk Considerations |
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 “Risk Factors”
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.
Risks Relating To The Terms And Structure
Of The Securities
If The Securities Are Not Automatically Called
Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.
If the securities are not automatically called
prior to stated maturity, we will not repay you a fixed amount on the securities on the stated maturity date. The maturity payment amount
will depend on the direction of and percentage change in the ending value relative to the starting value and the other terms of the securities.
Because the value of the Underlying Stock will be subject to market fluctuations, the maturity payment amount may be more or less, and
possibly significantly less, than the face amount of your securities.
If the securities are not automatically called
prior to stated maturity and the ending value is less than the threshold value, the maturity payment amount will be less than the face
amount and you will have full downside exposure to the decrease in the value of the Underlying Stock from the starting value. The threshold
value is 60% of the starting value. For example, if the securities are not automatically called and the Underlying Stock has declined
by 40.1% from the starting value to the ending value, you will not receive any benefit of the contingent downside protection feature and
you will lose 40.1% of the face amount. As a result, you will not receive any contingent downside protection if the value of the Underlying
Stock declines below the threshold value, and you will lose more than 40%, and possibly all, of the face amount of your securities at
maturity. This is the case even if the value of the Underlying Stock is greater than or equal to the starting value or the threshold value
at certain times during the term of the securities.
Even if the ending value is greater than the starting
value, the maturity payment amount may only be slightly greater than the face amount, and your yield on the securities may be less than
the yield you would earn if you bought a traditional interest-bearing debt security of Royal Bank of Canada or another issuer with a similar
credit rating with the same stated maturity date.
If The Securities Are Automatically Called,
Your Return Will Be Limited To The Call Premium.
If the securities are automatically called, the
positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Underlying
Stock, which may be significant. Accordingly, if the securities are automatically called, the return on the securities may be less than
the return on a direct investment in the Underlying Stock. If the securities are automatically called, you will no longer have the opportunity
to participate in any appreciation of the Underlying Stock at the upside participation rate.
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.
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.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called, the
term of the securities may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest
the proceeds from an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically
called prior to maturity.
The Call Settlement Date Or The Stated Maturity
Date May Be Postponed If The Call Date Or The Calculation Day Is Postponed.
The call date or the calculation day will be postponed
if the originally scheduled call date or calculation day, as applicable, is not a trading day or if the calculation agent determines that
a market disruption event has occurred or is continuing on that day. If such a postponement occurs with respect to the call date, then
the call settlement date will be postponed. If such a postponement occurs with respect to the calculation day, the stated maturity date
will be the later of (i) the initial stated maturity date and (ii) three business days after the calculation day as postponed.
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.
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
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
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.
The U.S. Federal Income Tax Consequences Of
An Investment In The Securities Are Uncertain.
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 “United States Federal Income Tax Considerations” herein, in combination
with the section entitled “United States Federal 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 securities.
Risks Relating To The Estimated Value Of
The Securities And Any Secondary Market
There May Not Be An Active Trading Market For
The Securities And Sales In The Secondary Market May Result In Significant Losses.
There may be little or no secondary market for
the securities. The securities will not be listed on any securities exchange. Either (a) the agent and/or its affiliates or (b) RBCCM
and our other affiliates may 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 the agent, RBCCM or any of
their respective affiliates, as applicable, is willing to buy the securities. At this time, we do not expect both the agent (and/or its
affiliates) and RBCCM (and our other affiliates) to attempt to make a market for the securities at the same time. The agent’s and
RBCCM’s valuations of the securities may differ, and consequently the price at which you may be able to sell the securities, if
at all, may differ (and may be lower) depending on whether the agent or RBCCM is purchasing securities at that time. 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.
The Initial Estimated Value Of The Securities
Will Be Less Than The Original Offering Price.
The initial estimated value of the securities
will be less than the original 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 Stock, the internal funding rate we pay to issue securities of this
kind (which is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the original
offering price of the agent discount, our or our hedge counterparty(ies)’ estimated profit and the estimated costs related 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 agent discount, our or our hedge counterparty(ies)’
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 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 was
used. Moreover, if the agent is making a market for the securities, any secondary market price will be based on the agent’s valuation
of the securities, which may differ from (and may be lower than) the valuation that we would determine for the securities at that time
based on the methodology by which we determined the initial estimated value range set forth on the cover page of this pricing supplement.
For a limited period of time after the original
issue date, the agent or RBCCM may purchase the securities at a price that is greater than the price that would otherwise be determined
at that time as described in the preceding paragraph. However, over the course of that period, assuming no changes in any other relevant
factors, the price you may receive if you sell your securities is expected to decline.
The Initial Estimated Value Of The Securities
Is Only An Estimate, Calculated As Of The Time The Terms Of The Securities Are Set.
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. 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 on the Underlying Stock, 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,
including the agent in connection with determining any secondary market price for the securities, may value the securities or similar
securities at a price that is significantly different than we do.
The value of the securities at any time after
the pricing 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.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
The Value Of The Securities Prior To Stated
Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
The value of the securities prior to stated maturity
will be affected by the then-current value of the Underlying Stock, interest rates at that time and a number of other factors, some of
which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following
factors, which we refer to as the “derivative component factors,” and which are described in more detail in the accompanying
product supplement, are expected to affect the value of the securities: performance of the Underlying Stock; interest rates; volatility
of the Underlying Stock; time remaining to maturity; and dividend yields on the Underlying Stock. When we refer to the “value”
of your security, we mean the value you could receive for your security if you are able to sell it in the open market before the stated
maturity date.
In addition to the derivative component factors,
the value of the securities will be affected by actual or anticipated changes in our creditworthiness. You should understand that the
impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of
the securities attributable to another factor, such as a change in the value of the Underlying Stock. Because numerous factors are expected
to affect the value of the securities, changes in the value of the Underlying Stock may not result in a comparable change in the value
of the securities.
Risks Relating To Conflicts Of Interest
Our Economic Interests And Those Of Any Dealer
Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which
our economic interests and those of any dealer participating in the distribution of the securities, which we refer to as a “participating
dealer,” are potentially adverse to your interests as an investor in the securities. In engaging in certain of the activities
described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or
its affiliates may take actions that may adversely affect the value of and your return on the securities, and in so doing they will have
no obligation to consider your interests as an investor in the securities. Our affiliates or any participating dealer or its affiliates
may realize a profit from these activities even if investors do not receive a favorable investment return on the securities.
| · | The calculation agent is our affiliate and may be required to make discretionary judgments that
affect the return you receive on the securities. RBCCM, which is our affiliate, will be the calculation agent for the securities.
As calculation agent, RBCCM will determine any values of the Underlying Stock and make any other determinations necessary to calculate
any payments on the securities. In making these determinations, RBCCM may be required to make discretionary judgments that may adversely
affect any payments on the securities. See the sections entitled “General Terms of the Securities—Certain Terms for Securities
Linked to an Underlying Stock—Market Disruption Events” and “—Adjustment Events” in the accompanying product
supplement. In making these discretionary judgments, the fact that RBCCM is our affiliate may cause it to have economic interests that
are adverse to your interests as an investor in the securities, and RBCCM’s determinations as calculation agent may adversely affect
your return on the securities. |
| · | The estimated value of the securities was calculated by us and is therefore not an independent third-party
valuation. |
| · | Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent
with an investment in the securities and may adversely affect the value of the Underlying Stock. |
| · | Business activities of our affiliates or any participating dealer or its affiliates with the Underlying
Stock issuer may adversely affect the value of the Underlying Stock. |
| · | Hedging activities by our affiliates or any participating dealer or its affiliates may adversely
affect the value of the Underlying Stock. |
| · | Trading activities by our affiliates or any participating dealer or its affiliates may adversely
affect the value of the Underlying Stock. |
| · | A participating dealer or its affiliates may realize hedging profits projected by its proprietary
pricing models in addition to any selling concession and/or fee, creating a further incentive for the participating dealer to sell the
securities to you. |
Risks Relating To The Underlying Stock
Any Payments On The Securities And Whether
The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stock And Therefore The Securities Are Subject
To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
| · | Investing In The Securities Is Not The Same As Investing In The Underlying Stock. Investing
in the securities is not equivalent to investing in the Underlying Stock. As an investor in the securities, your return will not reflect
the return you would realize if you actually owned and held the Underlying Stock for a period similar to the term of the securities because
you will not receive any dividend payments, distributions or any other payments paid on the Underlying Stock. As a holder of the securities,
you will not have any voting rights or any other rights that holders of the Underlying Stock would have. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
| · | Historical Values Of The Underlying Stock Should Not Be Taken As An Indication Of Its Future Performance
During The Term Of The Securities. |
| · | The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying
Stock Issuer. |
| · | We Cannot Control Actions By The Underlying Stock Issuer. |
| · | We And Our Affiliates Have No Affiliation With The Underlying Stock Issuer And Have Not Independently
Verified Its Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Hypothetical Examples and Returns |
The payout profile, return table and examples
below illustrate hypothetical payments upon an automatic call or at stated maturity payment amount for a $1,000 face amount security on
a hypothetical offering of securities under various scenarios, with the assumptions set forth in the table below. The terms used for purposes
of these hypothetical examples do not represent the actual starting value, threshold value or call premium. The hypothetical starting
value of $100.00 has been chosen for illustrative purposes only and does not represent the actual starting value. The actual starting
value, threshold value and call premium will be determined on the pricing date and will be set forth under “Terms of the Securities”
above in the final pricing supplement. For historical data regarding the actual closing prices of the Underlying Stock, see the historical
information provided below. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000
per security. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease
of analysis. The actual amount you receive at stated maturity or upon automatic call and the resulting pre-tax total rate of return will
depend on the actual terms of the securities.
Hypothetical Call Premium: |
19.75% of the face amount ($197.50 per security, the lowest possible call premium that may be determined on the pricing date) |
Hypothetical Starting Value: |
$100.00 |
Hypothetical Threshold Value: |
$60.00 (60% of the hypothetical starting value) |
Upside Participation Rate: |
150% |
Hypothetical Payout Profile

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Hypothetical Returns
If the securities are automatically called:
If the securities are automatically called prior
to stated maturity, you will receive the face amount of your securities plus the call premium, resulting in a hypothetical pre-tax total
rate of return of 19.75%.
If the securities are not automatically called:
Hypothetical
ending value |
Hypothetical
stock return |
Hypothetical
maturity payment
amount per security |
Hypothetical
pre-tax total
rate of return(1) |
$200.00 |
100.00% |
$2,500.00 |
150.00% |
$175.00 |
75.00% |
$2,125.00 |
112.50% |
$150.00 |
50.00% |
$1,750.00 |
75.00% |
$140.00 |
40.00% |
$1,600.00 |
60.00% |
$130.00 |
30.00% |
$1,450.00 |
45.00% |
$120.00 |
20.00% |
$1,300.00 |
30.00% |
$110.00 |
10.00% |
$1,150.00 |
15.00% |
$105.00 |
5.00% |
$1,075.00 |
7.50% |
$102.00 |
2.00% |
$1,030.00 |
3.00% |
$100.00 |
0.00% |
$1,000.00 |
0.00% |
$95.00 |
-5.00% |
$1,000.00 |
0.00% |
$90.00 |
-10.00% |
$1,000.00 |
0.00% |
$85.00 |
-15.00% |
$1,000.00 |
0.00% |
$80.00 |
-20.00% |
$1,000.00 |
0.00% |
$75.00 |
-25.00% |
$1,000.00 |
0.00% |
$70.00 |
-30.00% |
$1,000.00 |
0.00% |
$60.00 |
-40.00% |
$1,000.00 |
0.00% |
$59.00 |
-41.00% |
$590.00 |
-41.00% |
$50.00 |
-50.00% |
$500.00 |
-50.00% |
$40.00 |
-60.00% |
$400.00 |
-60.00% |
$30.00 |
-70.00% |
$300.00 |
-70.00% |
$20.00 |
-80.00% |
$200.00 |
-80.00% |
$10.00 |
-90.00% |
$100.00 |
-90.00% |
$0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from
comparing the maturity payment amount per security to the face amount of $1,000. |
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Hypothetical Examples
Example 1. The closing value of the Underlying
Stock on the call date is greater than the starting value. As a result, the securities are automatically called on the call date:
|
Underlying Stock |
Hypothetical starting value: |
$100.00 |
Hypothetical closing value on the call date: |
$130.00 |
Because the hypothetical closing value
of the Underlying Stock on the call date is greater than the hypothetical starting value, the securities are automatically called on the
call date and you will receive on the call settlement date the face amount of your securities plus a hypothetical call premium of 19.75%
of the face amount. Even though the Underlying Stock appreciated by 30.00% from the hypothetical starting value to the hypothetical closing
value on the call date in this example, your return is limited to the hypothetical call premium of 19.75%.
On the call settlement date you would receive $1,197.50
per security.
Example 2. The securities are not automatically called. The ending
value is greater than the starting value, and the maturity payment amount is greater than the face amount:
|
Underlying Stock |
Hypothetical starting value: |
$100.00 |
Hypothetical closing value on the call date: |
$95.00 |
Hypothetical ending value: |
$110.00 |
Hypothetical threshold value: |
$60.00 |
Hypothetical stock return
(ending value – starting value)/starting
value: |
10.00% |
Because the hypothetical closing value
of the Underlying Stock on the call date is less than the hypothetical starting value, the securities are not automatically called.
Because the hypothetical ending value
is greater than the hypothetical starting value, the maturity payment amount per security would be equal to:
$1,000 + ($1,000 × stock return
× upside participation rate)
= $1,000 + ($1,000 × 10.00% ×
150%)
= $1,150.00
On the stated maturity date you would
receive $1,150.00 per security.
Example 3. The securities are not automatically
called. The ending value is less than the starting value but greater than the threshold value, and the maturity payment amount is equal
to the face amount:
|
Underlying Stock |
Hypothetical starting value: |
$100.00 |
Hypothetical closing value on the call date: |
$95.00 |
Hypothetical ending value: |
$90.00 |
Hypothetical threshold value: |
$60.00 |
Hypothetical stock return
(ending value – starting value)/starting
value: |
-10.00% |
Because the hypothetical closing value
of the Underlying Stock on the call date is less than the hypothetical starting value, the securities are not automatically called.
Because the hypothetical ending value
is less than the hypothetical starting value, but is not less than the hypothetical threshold value, you would not lose any of the face
amount of your securities.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
On the stated maturity date you would
receive $1,000.00 per security.
Example 4. The securities are not automatically
called. The ending value is less than the threshold value, and the maturity payment amount is less than the face amount:
|
Underlying Stock |
Hypothetical starting value: |
$100.00 |
Hypothetical closing value on the call date: |
$95.00 |
Hypothetical ending value: |
$50.00 |
Hypothetical threshold value: |
$60.00 |
Hypothetical stock return
(ending value – starting value)/starting
value: |
-50.00% |
Because the hypothetical closing value
of the Underlying Stock on the call date is less than the hypothetical starting value, the securities are not automatically called.
Because the hypothetical ending value
is less than the hypothetical threshold value, you would lose a portion of the face amount of your securities and receive a maturity payment
amount per security equal to:
$1,000 + ($1,000 × stock return)
= $1,000 + ($1,000 × -50%)
= $500.00
On the stated maturity date you would
receive $500.00 per security.
If the securities are not automatically called
prior to stated maturity and the ending value is less than the threshold value, you will have full downside exposure to the decrease in
the value of the Underlying Stock from the starting value, and you will lose more than 40%, and possibly all, of the face amount of your
securities at maturity.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Information about the Underlying Stock |
The Underlying Stock is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). 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 Stock can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’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.
According to publicly available information, NVIDIA
Corporation is a full-stack computing infrastructure company with data-center-scale offerings whose full-stack includes the CUDA programming
model that runs on all of its graphics processing units (GPUs), as well as domain-specific software libraries, software development kits
and Application Programming Interfaces.
The issuer of the Underlying Stock’s SEC
file number is 000-23985. The Underlying Stock is listed on The Nasdaq Stock Market under the ticker symbol “NVDA.”
Historical Information
We obtained the closing prices of the Underlying Stock in the graph
below from Bloomberg Finance L.P., without independent verification.
The following graph sets forth daily closing prices
of the Underlying Stock for the period from January 1, 2015 to June 25, 2025. The closing price of the Underlying Stock on June 25, 2025
was $154.31. The red line represents a hypothetical threshold value based on the closing price of the Underlying Stock on June 25, 2025.
The historical performance of the Underlying Stock should not be taken as an indication of the future performance of the Underlying Stock
during the term of the securities.

Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
United States Federal Income Tax Considerations |
You should review carefully the section in the
accompanying product supplement entitled “United States Federal 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 securities.
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 Stock. 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.
In the opinion of our counsel, which is based
on current market conditions, it is reasonable to treat the securities for U.S. federal income tax purposes as prepaid derivative contracts
that are “open transactions,” as described in the section entitled “United States Federal Tax Considerations—Tax
Consequences to U.S. Holders—Securities Treated as Prepaid Derivative 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 securities 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 pricing date. A different tax treatment
could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable
disposition of your 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.
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
“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 securities, possibly with retroactive effect.
Non-U.S. holders. As discussed under “United
States Federal 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 securities 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 securities.
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 securities, including possible alternative treatments, as well as tax
consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due July 28, 2028
Supplemental Benefit Plan Investor Considerations |
The securities are contractual financial instruments.
The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for,
individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been
designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder
of the securities.
Each purchaser or holder of any securities acknowledges
and agrees that:
| · | the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser
or holder and the purchaser or holder has not relied and shall not rely in any way upon us or any of our affiliates to act as a fiduciary
or adviser of the purchaser or holder with respect to (i) the design and terms of the securities, (ii) the purchaser or holder’s
investment in the securities, (iii) the holding of the securities or (iv) the exercise of or failure to exercise any rights we or any
of our affiliates, or the purchaser or holder, has under or with respect to the securities; |
| · | we and our affiliates have acted and will act solely for our own account in connection with (i) all transactions
relating to the securities and (ii) all hedging transactions in connection with our or our affiliates’ obligations under the securities; |
| · | any and all assets and positions relating to hedging transactions by us or any of our affiliates are assets
and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder; |
| · | our interests and the interests of our affiliates are adverse to the interests of the purchaser or holder;
and |
| · | neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection
with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be
impartial investment advice. |
See “Benefit Plan Investor Considerations”
in the accompanying prospectus.