
|
Registration
Statement No. 333-275898
Filed
Pursuant to Rule 424(b)(2)
|
|
|
|
Pricing Supplement
Pricing Supplement
dated June 17, 2025 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023 and the Product
Supplement No. 1A dated May 16, 2024
|
|
$1,757,000
Auto-Callable Enhanced Return Barrier Notes
Linked to the Least Performing of Three Underliers,
Due June 23, 2028
Royal Bank of Canada
|
|
|
|
Royal Bank of
Canada is offering Auto-Callable Enhanced Return Barrier Notes (the “Notes”) linked to the performance of the least performing
of the common stock of Amazon.com, Inc., the Class A common stock of Alphabet Inc. and the common stock of Netflix, Inc. (each, an “Underlier”).
| · | Call Feature — If, on the Call Observation Date, the closing value of each Underlier is greater
than or equal to its Initial Underlier Value, the Notes will be automatically called for a return of 41%. No further payments will be
made on the Notes. |
| · | Enhanced Return Potential — If the Notes are not automatically called and the Final Underlier
Value of the Least Performing Underlier is greater than its Initial Underlier Value, at maturity, investors will receive a return equal
to 200% of the Underlier Return of the Least Performing Underlier. |
| · | Contingent Return of Principal at Maturity — If the Notes are not automatically called and
the Final Underlier Value of the Least Performing Underlier is less than or equal to its Initial Underlier Value, but is greater than
or equal to its Barrier Value (60% of its Initial Underlier Value), at maturity, investors will receive the principal amount of their
Notes. If the Notes are not automatically called and the Final Underlier Value of the Least Performing Underlier is less than its Barrier
Value, at maturity, investors will lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value of the Least
Performing Underlier is less than its Initial Underlier Value. |
| · | The Notes do not pay interest. |
| · | Any payments on the Notes are subject to our credit risk. |
| · | The Notes will not be listed on any securities exchange. |
CUSIP: 78017K4Z2
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-7 of this pricing supplement and “Risk Factors”
in the accompanying prospectus, prospectus supplement and product supplement.
None of the Securities and Exchange Commission
(the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed
upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
Canadian or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are not subject to conversion into our
common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
|
Per Note |
Total |
Price to public(1) |
100.00% |
$1,757,000 |
Underwriting discounts and commissions(1) |
2.50% |
$43,925 |
Proceeds to Royal Bank of Canada |
97.50% |
$1,713,075 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $25.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes
to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo
some or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these
accounts may be between $975.00 and $1,000.00 per $1,000 principal amount of Notes. In addition, we or one of our affiliates may pay
a broker-dealer that is not affiliated with us a referral fee of up to $2.50 per $1,000 principal amount of Notes. See “Supplemental
Plan of Distribution (Conflicts of Interest)” below.
The initial estimated value of the Notes determined
by us as of the Trade Date, which we refer to as the initial estimated value, is $953.23 per $1,000 principal amount of Notes and is less
than the public offering price of the Notes. The market value of the Notes at any time will reflect many factors, cannot be predicted
with accuracy and may be less than this amount. We describe the determination of the initial estimated value in more detail below.
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
KEY TERMS
The
information in this “Key Terms” section is qualified by any more detailed information set forth in this pricing supplement
and in the accompanying prospectus, prospectus supplement and product supplement.
Issuer: |
Royal Bank of Canada |
Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Underliers: |
The common stock of Amazon.com, Inc. (the “AMZN Underlier”), the Class A common stock of Alphabet Inc. (the “GOOGL Underlier”) and the common stock of Netflix, Inc. (the “NFLX Underlier”) |
|
Underlier |
Bloomberg Ticker |
Initial Underlier Value(1) |
Barrier Value(2) |
|
AMZN Underlier |
AMZN UW |
$214.82 |
$128.89 |
|
GOOGL Underlier |
GOOGL UW |
$175.95 |
$105.57 |
|
NFLX Underlier |
NFLX UW |
$1,220.67 |
$732.40 |
|
(1)
With respect to each Underlier, the closing value of that Underlier on the Trade Date |
|
(2)
With respect to each Underlier, 60% of its Initial Underlier Value (rounded to two decimal places) |
Trade Date: |
June 17, 2025 |
Issue Date: |
June 23, 2025 |
Valuation Date:* |
June 20, 2028 |
Maturity Date:* |
June 23, 2028 |
Call Feature: |
If, on the Call Observation Date, the closing value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically called. Under these circumstances, investors will receive on the Call Settlement Date per $1,000 principal amount of Notes an amount equal to $1,410 (141% of the principal amount). No further payments will be made on the Notes. |
Payment at Maturity: |
If the Notes are not automatically called,
investors will receive on the Maturity Date per $1,000 principal amount of Notes:
· If
the Final Underlier Value of the Least Performing Underlier is greater than its Initial Underlier Value, an amount equal
to:
$1,000 + ($1,000 × Underlier Return of
the Least Performing Underlier × Participation Rate)
· If
the Final Underlier Value of the Least Performing Underlier is less than or equal to its Initial Underlier Value, but is
greater than or equal to its Barrier Value: $1,000
· If
the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, an amount equal to:
$1,000 + ($1,000 × Underlier Return of
the Least Performing Underlier)
If the Notes are not automatically called
and the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will lose a substantial portion or
all of your principal amount at maturity. All payments on the Notes are subject to our credit risk. |
Participation Rate: |
200%
(applicable only at maturity if the Notes are not automatically called) |
P-2 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
Underlier Return: |
With respect to each Underlier, the Underlier
Return, expressed as a percentage, is calculated using the following formula:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
Final Underlier Value: |
With respect to each Underlier, the closing value of that Underlier on the Valuation Date |
Least Performing Underlier: |
The Underlier with the lowest Underlier Return |
Call Observation Date:* |
June 23, 2026 |
Call Settlement Date:* |
June 26, 2026 |
Calculation Agent: |
RBCCM |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
P-3 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement
together with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to
our Senior Global Medium-Term Notes, Series J, of which the Notes are a part, and the product supplement no. 1A dated May 16, 2024. This
pricing supplement, together with these documents, contains the terms of the Notes and supersedes all other prior or contemporaneous oral
statements as well as any other written materials, including preliminary or indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, fact sheets, brochures or other educational materials of ours.
We have not authorized anyone to
provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement
and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. These documents are an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in each such document is current only as of its date.
If the information in this pricing
supplement differs from the information contained in the documents listed below, you should rely on the information in this pricing supplement.
You should carefully consider,
among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors”
in the documents listed below, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisers before you invest in the Notes.
You may access these documents
on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC
website):
| · | Prospectus dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Product Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our Central Index Key, or CIK,
on the SEC website is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,”
“our” and “us” mean only Royal Bank of Canada.
P-4 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
HYPOTHETICAL RETURNS
The table and examples set forth
below illustrate hypothetical payments at maturity for hypothetical performance of the Least Performing Underlier, based on its Barrier
Value of 60% of its Initial Underlier Value and the Participation Rate of 200%. The table and examples below also assume that the Notes
are not automatically called. The table and examples are only for illustrative purposes and may not show the actual return applicable
to investors.
Hypothetical Underlier Return of the Least Performing Underlier |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
50.00% |
$2,000.00 |
200.000% |
40.00% |
$1,800.00 |
180.000% |
30.00% |
$1,600.00 |
160.000% |
20.00% |
$1,400.00 |
140.000% |
10.00% |
$1,200.00 |
120.000% |
5.00% |
$1,100.00 |
110.000% |
2.00% |
$1,040.00 |
104.000% |
0.00% |
$1,000.00 |
100.000% |
-5.00% |
$1,000.00 |
100.000% |
-10.00% |
$1,000.00 |
100.000% |
-20.00% |
$1,000.00 |
100.000% |
-30.00% |
$1,000.00 |
100.000% |
-40.00% |
$1,000.00 |
100.000% |
-40.01% |
$599.90 |
59.990% |
-50.00% |
$500.00 |
50.000% |
-60.00% |
$400.00 |
40.000% |
-70.00% |
$300.00 |
30.000% |
-80.00% |
$200.00 |
20.000% |
-90.00% |
$100.00 |
10.000% |
-100.00% |
$0.00 |
0.000% |
Example 1 — |
The value of the Least Performing Underlier increases from its Initial Underlier Value to its Final Underlier Value by 2%. |
|
Underlier Return of the Least Performing Underlier: |
2% |
|
Payment at Maturity: |
$1,000 + ($1,000 × 2% × 200%) = $1,000 + $40 = $1,040 |
|
In this example, the payment
at maturity is $1,040 per $1,000 principal amount of Notes, for a return of 4%.
Because the Final Underlier
Value of the Least Performing Underlier is greater than its Initial Underlier Value, investors receive a return equal to 200% of the
Underlier Return of the Least Performing Underlier. |
P-5 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
Example 2 — |
The value of the Least Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 10% (i.e., its Final Underlier Value is below its Initial Underlier Value but above its Barrier Value). |
|
Underlier Return of the Least Performing Underlier: |
-10% |
|
Payment at Maturity: |
$1,000 |
|
In this example, the payment
at maturity is $1,000 per $1,000 principal amount of Notes, for a return of 0%.
Because the Final Underlier
Value of the Least Performing Underlier is greater than its Barrier Value, investors receive a full return of the principal amount of
their Notes. |
Example 3 — |
The value of the Least Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 50% (i.e., its Final Underlier Value is below its Barrier Value). |
|
Underlier Return of the Least Performing Underlier: |
-50% |
|
Payment at Maturity: |
$1,000 + ($1,000 × -50%) = $1,000 – $500 = $500 |
|
In this example, the payment
at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of the principal amount.
Because the Final Underlier
Value of the Least Performing Underlier is less than its Barrier Value, investors do not receive a full return of the principal amount
of their Notes. |
Investors in the Notes could lose a substantial
portion or all of the principal amount of their Notes at maturity. The table and examples above assume that the Notes are not automatically
called. However, if the Notes are automatically called, investors will not receive any further payments after the Call Settlement Date.
P-6 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves
significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some
of the risks that apply to an investment in the Notes are summarized below, but we urge you to read also the “Risk Factors”
sections of the accompanying prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand
and can bear the risks of investing in the Notes.
Risks Relating to the Terms
and Structure of the Notes
| · | You May Lose a Portion or All of the Principal Amount at Maturity — If the Notes are not
automatically called and the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will lose 1%
of the principal amount of your Notes for each 1% that the Final Underlier Value of the Least Performing Underlier is less than its Initial
Underlier Value. You could lose a substantial portion or all of your principal amount at maturity. |
| · | Your Potential Payment If the Notes Are Automatically Called Is Limited — If the Notes are
automatically called, the payment upon automatic call will be a fixed amount, regardless of any appreciation in the value of the Least
Performing Underlier, which may be significant. Accordingly, your return on the Notes may be less than your return would be if you made
an investment in a security directly linked to the positive performance of the Least Performing Underlier. |
| · | Any Payment on the Notes Will Be Determined Solely by the Performance of the Least Performing Underlier
Even If the Other Underliers Perform Better — Any payment on the Notes will be determined solely by the performance of the Least
Performing Underlier. The Notes are not linked to a weighted basket, in which the risk may be mitigated and diversified among each of
the basket components. In the case of the Notes, the individual performance of the Underliers will not be combined, and the adverse performance
of one Underlier will not be mitigated by any appreciation of any other Underlier. The Underliers may be uncorrelated and may not perform
similarly over the term of the Notes, which may adversely affect your return on the Notes. |
| · | The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional
Debt Security of Comparable Maturity — There will be no periodic interest payments on the Notes as there would be on a conventional
fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on the Notes, which could be negative,
may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return
you would earn if you purchased one of our conventional senior interest-bearing debt securities. |
| · | The Notes Are Subject to an Automatic Call — If, on the Call Observation Date, the closing
value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically called, and you will
not receive any further payments on the Notes. You may be unable to reinvest your proceeds from the automatic call in an investment with
a return that is as high as the return on the Notes would have been if they had not been called. |
| · | Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured debt securities, and your receipt of
any amounts due on the Notes is dependent upon our ability to pay our obligations as they come due. If we were to default on our payment
obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment. In addition, any negative
changes in market perceptions about our creditworthiness may adversely affect the market value of the Notes. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underliers on the Dates
Specified — Any payment on the Notes will be determined based on the closing values of the Underliers on the dates specified.
You will not benefit from any more favorable values of the Underliers determined at any other time. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There
is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax |
P-7 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
treatment
of the Notes are uncertain. You should review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product
supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes.
Risks Relating to the Initial
Estimated Value of the Notes and the Secondary Market for the Notes
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in
Significant Losses — There may be little or no secondary market for the Notes. The Notes will not be listed on any securities
exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not likely to make a secondary market for the Notes,
the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates
is willing to buy the Notes. Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily
trade or sell the Notes. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid
and ask prices for your Notes in any secondary market could be substantial. If you sell your Notes before maturity, you may have to do
so at a substantial discount from the price that you paid for them, and as a result, you may suffer significant losses. The Notes are
not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. |
| · | The Initial Estimated Value of the Notes Is Less Than the Public Offering Price — The initial
estimated value of the Notes is less than the public offering price of the Notes and does not represent a minimum price at which we, RBCCM
or any of our other affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt
to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value.
This is due to, among other things, changes in the values of the Underliers, the internal funding rate we pay to issue securities of this
kind (which is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the public offering
price of the underwriting discount, the referral fee, our estimated profit and the estimated costs relating to our hedging of the Notes.
These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price
at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable
ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your
Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting
discount, the referral fee, our estimated profit or the hedging costs relating to the Notes. In addition, any price at which you may sell
the Notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined
for any secondary market price is expected to be based on a secondary market rate rather than the internal funding rate used to price
the Notes and determine the initial estimated value. As a result, the secondary market price will be less than if the internal funding
rate were used. |
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date —
The initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the
mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is
based on a variety of assumptions, including our internal funding rate (which represents a discount from our credit spreads), expectations
as to dividends, interest rates and volatility and the expected term of the Notes. These assumptions are based on certain forecasts about
future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly
different than we do. |
The value of the Notes
at any time after the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with
accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to
differ materially from the initial estimated value of the Notes.
Risks Relating to Conflicts
of Interest and Our Trading Activities
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest
— You should make your own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic
interests are |
P-8 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
potentially
adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading activities, and we and
our affiliates have no obligation to consider your interests in taking any actions that might affect the value of the Notes. Trading by
us and our affiliates may adversely affect the values of the Underliers and the market value of the Notes. See “Risk Factors—Risks
Relating to Conflicts of Interest” in the accompanying product supplement.
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation
Agent, our affiliate, RBCCM, will determine any values of the Underliers and make any other determinations necessary to calculate any
payments on the Notes. In making these determinations, the Calculation Agent may be required to make discretionary judgments, including
those described under “—Risks Relating to the Underliers” below. In making these discretionary judgments, the economic
interests of the Calculation Agent are potentially adverse to your interests as an investor in the Notes, and any of these determinations
may adversely affect any payments on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor
in the Notes in making any determinations with respect to the Notes. |
Risks Relating to the Underliers
| · | You Will Not Have Any Rights to Any Underlier — As an investor in the Notes, you will not
have voting rights or rights to receive dividends or other distributions or any other rights with respect to any Underlier. |
| · | Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption
Event — The timing and amount of any payment on the Notes is subject to adjustment upon the occurrence of a market disruption
event affecting an Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a discretionary
determination of the closing value of any affected Underlier. See “General Terms of the Notes—Reference Stocks and Funds—Market
Disruption Events,” “General Terms of the Notes—Postponement of a Determination Date” and “General Terms
of the Notes—Postponement of a Payment Date” in the accompanying product supplement. |
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution
Adjustments — The Calculation Agent may in its sole discretion make adjustments affecting any amounts payable on the Notes upon
the occurrence of certain 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 an Underlier. However, the Calculation Agent might not make adjustments
in response to all such events that could affect an Underlier. The occurrence of any such event and any adjustment made by the Calculation
Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely affect the market price of, and any amounts
payable on, the Notes. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in
the accompanying product supplement. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes
Being Accelerated — Upon the occurrence of certain reorganization or other events affecting an Underlier, the Calculation Agent
may make adjustments that result in payments on the Notes being based on the performance of (i) cash, securities of another issuer and/or
other property distributed to holders of that Underlier upon the occurrence of that event or (ii) in the case of a reorganization event
in which only cash is distributed to holders of that Underlier, a substitute security, if the Calculation Agent elects to select one.
Any of these actions could adversely affect the value of the affected Underlier and, consequently, the value of the Notes. Alternatively,
the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent. Any amount payable upon acceleration
could be significantly less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent
elects not to accelerate the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly.
See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments—Reorganization Events”
in the accompanying product supplement. |
P-9 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
INFORMATION REGARDING THE UNDERLIERS
Each Underlier 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 each Underlier 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.
Underlier |
Exchange Ticker |
Exchange |
SEC File Number |
AMZN Underlier |
AMZN |
Nasdaq Stock Market |
000-22513 |
GOOGL Underlier |
GOOGL |
Nasdaq Stock Market |
001-37580 |
NFLX Underlier |
NFLX |
Nasdaq Stock Market |
001-35727 |
According to publicly available information:
| · | Amazon.com, Inc. serves consumers through its
online and physical stores; manufactures and sells electronic devices; develops and produces media content; offers subscription services;
offers programs that enable sellers to sell their products in its stores and to fulfill orders using its services; offers developers and
enterprises a set of technology services, including compute, storage, database, analytics and machine learning and other services; offers
programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers and others to publish
and sell content; and provides advertising services to sellers, vendors, publishers, authors and others, through programs such as sponsored
ads, display and video advertising. |
| · | Alphabet Inc. is a collection of businesses, the
largest of which is Google, which (i) offers products and platforms through which it generates revenues primarily by delivering both performance
advertising and brand advertising and (ii) provides cloud services to businesses. |
| · | Netflix, Inc. is an entertainment service that
offers TV series, films and games across a variety of genres and languages. |
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
Historical Information
The following graphs set forth
historical closing values of the Underliers for the period from January 1, 2015 to June 17, 2025. Each red line represents the Barrier
Value of the relevant Underlier. We obtained the information in the graphs from Bloomberg Financial Markets, without independent investigation.
We cannot give you assurance that the performance of the Underliers will result in the return of all of your initial investment.
Common Stock of Amazon.com, Inc.

PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS.
Class A Common Stock of Alphabet
Inc.

PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS.
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
Common Stock of Netflix, Inc.

PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS.
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| Auto-Callable Contingent Enhanced Return Barrier Notes Linked to the Least Performing of Three Underliers |
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
You should review carefully the
section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion,
when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the
material U.S. federal income tax consequences of owning and disposing of the Notes.
Generally, this discussion assumes
that you purchased the Notes for cash in the original issuance at the stated issue price and does not address other circumstances specific
to you, including consequences that may arise due to any other investments relating to the Underliers. You should consult your tax adviser
regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a Note.
In the opinion of our counsel,
it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,”
as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes
Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying product supplement. There is uncertainty
regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it. A different tax
treatment could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior
to the taxable disposition of your Notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on
your Notes should be treated as short-term capital gain or loss unless you have held the Notes for more than one year, in which case your
gain or loss should be treated as long-term capital gain or loss.
We do not plan to request a ruling
from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could materially and adversely affect
the tax consequences of ownership and disposition of the Notes, including the timing and character of income recognized. In addition,
the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of
“prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be the subject
of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative
contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Non-U.S. Holders. As discussed
under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under
Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid
to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury
regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta”
of one. Based on certain determinations made by us, our counsel is of the opinion that Section 871(m) should not apply to the Notes with
regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
We will not be required to pay
any additional amounts with respect to U.S. federal withholding taxes.
You should consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments, as well as
tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
The Notes are offered initially
to investors at a purchase price equal to par, except with respect to certain accounts as indicated on the cover page of this pricing
supplement. We or one of our affiliates may pay the underwriting discount and may pay a broker-dealer that is not affiliated with us a
referral fee, in each case as set forth on the cover page of this pricing supplement.
The value of the Notes shown on
your account statement may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to
make a market in the Notes (which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes
in light of then-prevailing market conditions, our creditworthiness and transaction costs. For a period of approximately nine months after
the Issue Date, the value of the Notes that may be shown on your account statement may be higher than RBCCM’s estimated value of
the Notes at that time. This is because the estimated value of the Notes will not include the underwriting discount, the referral fee
or our hedging costs and profits; however, the value of the Notes shown on your account statement during that period may initially be
a higher amount, reflecting the addition of the underwriting discount, the referral fee and our estimated costs and profits from hedging
the Notes. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases your Notes,
it expects to do so at prices that reflect their estimated value.
RBCCM or another of its affiliates
or agents may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this
pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser
otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
For additional information about
the settlement cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as
to the relationship between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying
prospectus.
STRUCTURING THE NOTES
The Notes are our debt securities.
As is the case for all of our debt securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived
creditworthiness. In addition, because structured notes result in increased operational, funding and liability management costs to us,
we typically borrow the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed
or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting discount, the referral fee and
the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial estimated value
for the Notes being less than their public offering price. Unlike the initial estimated value, any value of the Notes determined for purposes
of a secondary market transaction may be based on a secondary market rate, which may result in a lower value for the Notes than if our
initial internal funding rate were used.
In order to satisfy our payment
obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or
other derivatives) with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements take into account a number
of factors, including our creditworthiness, interest rate movements, volatility and the tenor of the Notes. The economic terms of the
Notes and the initial estimated value depend in part on the terms of these hedging arrangements.
See “Selected Risk Considerations—Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes
Is Less Than the Public Offering Price” above.
VALIDITY OF THE NOTES
In the opinion of Norton Rose Fulbright
Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action
of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with
the indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent validity of the Notes is a matter
governed by the laws of the
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Province of Ontario or Québec,
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’ rights generally; (ii) the enforceability of the indenture is subject
to general equitable principles, including the principle that the availability of equitable remedies, such as specific performance and
injunction, may only be granted at the discretion of a court of competent jurisdiction; (iii) under applicable limitations statutes generally,
including that the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario),
and such counsel expresses no opinion as to whether a court may find any provision of the indenture to be unenforceable as an attempt
to vary or exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity and contribution under the
Notes or the indenture which may be limited by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency
other than the lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of
payment, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces
of Ontario and Québec and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel’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’s Form 6-K filed with the SEC dated December 20, 2023. References to the
“indenture” 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.
In the opinion of Davis Polk &
Wardwell LLP, as special United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued
by the Bank pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate notation to the master
note evidencing such Notes (the “master note”), and such Notes have been delivered against payment as contemplated herein,
such Notes will be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ 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’ 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 Québec 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’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’s
Form 6-K filed with the SEC on May 16, 2024. References to the “indenture” 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.
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