[424B2] Royal Bank of Canada Prospectus Supplement

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) is offering two-year, market-linked “Capped Notes with Absolute Return Buffer” referenced to the MSCI® Emerging Markets Index (MXEF) and maturing in July 2027. The unsecured senior notes are issued in $10 units and provide:

• Upside Participation: 1-to-1 exposure to any Index increase, capped at a maximum return of 18.00%-22.00% (final cap set on the pricing date). The Capped Value will equal $11.80-$12.20 per unit.
• 10% Absolute Return Buffer: If the Index ends 0-10% below the Starting Value, investors receive a positive return equal to the absolute Index decline (e.g., –5% Index change → +5% note return).
• Downside Risk: If the Index falls more than 10%, losses are 1-for-1 beyond that threshold, exposing up to 90% of principal.
• No interim coupons or dividends; all cash flows occur at maturity and depend on TD’s credit.
• Pricing & Costs: Public offering price $10.00; underwriting discount $0.20 (reduced to $0.15 for ≥300,000 units); embedded hedging charge $0.05. The initial estimated value is $9.192-$9.492, below issue price.
• Liquidity: No exchange listing and limited secondary market making by BofA Securities (BofAS) and Merrill Lynch Pierce Fenner & Smith (MLPF&S).

Key terms include a 90% Threshold Value, 100% Participation Rate and five-day Maturity Valuation Period. BofAS and TD will act as joint calculation agents.

Principal risks detailed in the term sheet:

• Potential loss of up to 90% of invested principal.
• Return is limited by the cap and by the buffer mechanics; comparable direct equity positions could outperform.
• Secondary market prices are expected to be below the public offering price and may be materially below the initial estimated value.
• Payments are subject to TD’s credit; the notes are not CDIC or FDIC insured.
• Complex tax treatment for U.S. and non-U.S. holders; outcome is uncertain.
• Conflicts of interest may arise from TD and BofAS hedging, market-making and calculation-agent roles.
• Additional emerging-market and geopolitical risks affecting MXEF constituents.

The document is Amendment No. 1 to the preliminary term sheet dated 1 July 2025 and supersedes the original version.

Positive

• 10% absolute return buffer provides limited protection and can convert moderate Index declines into positive note returns.
• Full 1-for-1 upside participation until the cap allows investors to capture modest emerging-market rallies.
• Short two-year tenor reduces duration risk versus longer-dated structured products.
• Volume discount lowers issue price to $9.95 for transactions ≥300,000 units.

Negative

• Principal at risk: Index declines beyond 10% generate dollar-for-dollar losses, up to a 90% loss of capital.
• Upside capped at 18-22%; direct MXEF exposure could outperform in strong markets.
• Initial estimated value ($9.192-$9.492) is below the $10 offer price, embedding 5-8% costs on day one.
• No periodic interest or dividends; opportunity cost versus conventional debt or equity income.
• Limited secondary liquidity and expected bid-offer discounts expose holders to exit risk.
• Credit exposure to TD; note holders rank as unsecured creditors and notes are not insured.
• Complex and uncertain tax treatment for both U.S. and non-U.S. investors.
• Emerging-market specific risks (regulatory changes, currency moves, geopolitical events) may heighten volatility.

Insights

Structured Products Analyst

TL;DR Cap limits upside to ~22%, buffer covers only first 10% decline; investors face unsecured TD credit and illiquidity risk.

The notes offer synthetic exposure to emerging-market equities with modest upside potential (18-22%) and a narrow 10% “absolute” buffer on the downside. While the structure appeals to investors expecting range-bound performance, the risk profile is asymmetric: gains halt at ~22%, but losses extend to –90%. The initial estimated value is 5-8% below issue price, reflecting selling concessions, funding spread and a $0.05 hedging charge. Secondary liquidity is dealer-driven and may be thin, so holders should be prepared to stay until maturity. From an issuer perspective, this is routine funding and immaterial to TD’s equity story. For purchasers, careful suitability analysis is essential, especially given tax and emerging-market headline risks.

 

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

     The information in this preliminary pricing supplement is not complete and may be changed.

 	 	 
Preliminary Pricing Supplement Subject to Completion: Dated July 3, 2025   Pricing Supplement dated July __, 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	 	  $ Redeemable Fixed Rate Notes, Due July 21, 2032   Royal Bank of Canada
 	 	 

 

Royal Bank of Canada is offering the Redeemable Fixed Rate Notes (the “Notes”) described below.

· The Notes will accrue interest at the rate of 5.00% per annum, payable semiannually.

· We may redeem the Notes in whole, but not in part, as described under “Key Terms” below.

· Any payments on the Notes are subject to our credit risk.

· The Notes will not be listed on any securities exchange.

· The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and are subject to conversion in whole or in part—by means of a transaction or series of transactions and in one or more steps—into common shares of Royal Bank of Canada or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.

CUSIP: 78014RG53

Investing in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-4 of this pricing supplement and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality.

 	Per Note	Total
Price to public(1)	100.00%	$
Underwriting discounts and commissions(1)	  	$
Proceeds to Royal Bank of Canada	 	$

⁽¹⁾ RBC Capital Markets, LLC will purchase the Notes from us on the Issue Date at purchase prices between $980.00 and $1,000.00 per $1,000 principal amount of Notes, and will pay all or a portion of its underwriting discount of up to $20.00 per $1,000 principal amount of Notes to certain selected broker-dealers as a selling concession. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts and/or eligible institutional investors may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these accounts and/or for an eligible institutional investor may be as low as $980.00 per $1,000 principal amount of Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.

 

  RBC Capital Markets, LLC

 

 	 
 	  Redeemable Fixed Rate Notes  

 

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
Pricing Date:	July 17, 2025
Issue Date:	July 21, 2025
Maturity Date:*	July 21, 2032
Interest Rate:	5.00% per annum
Interest Payment Dates:*	Semiannually, on the 21st calendar day of January and July of each year, beginning on January 21, 2026 and ending on the Maturity Date. If an Interest Payment Date is not a business day, interest will be paid on the next business day, without adjustment, and no additional interest will be paid in respect of the postponement.
Payment at Maturity:	If the Notes are not redeemed at our option, we will pay you the principal amount, together with the applicable interest payment, on the Maturity Date. All payments on the Notes are subject to our credit risk.
Redemption:	The Notes are redeemable at our option, in whole, but not in part, on any Call Date upon 10 business days’ prior written notice. If we redeem the Notes, we will pay you the principal amount, together with the applicable interest payment, on the relevant Call Date. No further payments will be made on the Notes.
Call Dates:*	The Interest Payment Date scheduled to occur on July 21, 2027 and each Interest Payment Date thereafter
Day Count Convention:	30 / 360
Canadian Bail-in Powers Acknowledgment:	The Notes are bail-inable notes. See “Agreement with Respect to the Exercise of Canadian Bail-in Powers” below.
Calculation Agent:	RBCCM

* Subject to postponement. See “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product supplement.

 

P-2 RBC Capital Markets, LLC

 

 	 
 	  Redeemable Fixed Rate Notes  

 

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-3 RBC Capital Markets, LLC

 

 	 
 	  Redeemable Fixed Rate Notes  

 

SELECTED RISK CONSIDERATIONS

 

The Notes involve risks not associated with an investment in ordinary fixed rate notes. 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

 

· The Notes Are Subject to the Risk of an Early Redemption — We have the option to redeem the Notes on the Call Dates set forth above. It is more likely that we will redeem the Notes prior to the Maturity Date to the extent that the interest payable on the Notes is greater than the interest that would be payable on our other instruments of a comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed prior to the Maturity Date, you may have to re-invest the proceeds in a lower rate environment, and you will not receive any further payments on the Notes.

 

· 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.

 

Risks Relating to 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.

 

· Certain Built-in Costs Are Likely to Adversely Affect the Market Value of the Notes — While the payment at maturity is based on the full principal amount of your Notes, the public offering price of the Notes includes the underwriting discount, our estimated profit and the estimated costs relating to our hedging of the Notes. As a result, assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated profit or the hedging costs relating to the Notes.

 

Risks Relating to Conflicts of Interest and Our Trading Activities

 

· Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest — You should make your own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading activities, and we and our affiliates have no obligation to consider your interests in taking any actions that might affect the value of the Notes. Trading by us and our affiliates may adversely affect the market value of the Notes. See “Risk Factors—Risks Relating to Conflicts of Interest” in the accompanying product supplement.

 

P-4 RBC Capital Markets, LLC

 

 	 
 	  Redeemable Fixed Rate Notes  

 

· RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent, our affiliate, RBCCM, will make any determinations necessary to calculate any payments on the Notes. In making these determinations, the Calculation Agent may be required to make discretionary judgments. 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.

  

P-5 RBC Capital Markets, LLC

 

 	 
 	  Redeemable Fixed Rate Notes  

 

AGREEMENT WITH RESPECT TO THE EXERCISE OF CANADIAN BAIL-IN POWERS

 

By its acquisition of the Notes, each holder or beneficial owner is deemed to (i) agree to be bound, in respect of that Note, by the CDIC Act, including the conversion of that Note, in whole or in part—by means of a transaction or series of transactions and in one or more steps—into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of that Note in consequence, and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to that Note; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner despite any provisions in the indenture or that Note, any other law that governs that Note and any other agreement, arrangement or understanding between that holder or beneficial owner and the Bank with respect to that Note.

 

Holders and beneficial owners of any Note will have no further rights in respect of that Note to the extent that Note is converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to irrevocably consent to the converted portion of the principal amount of that Note and any accrued and unpaid interest thereon being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its affiliates) upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in regime.

 

See “Description of Notes We May Offer―Special Provisions Related to Bail-inable Notes” in the accompanying prospectus supplement for a description of provisions applicable to the Notes as a result of Canadian bail-in powers.

 

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

 

You should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations,” focusing particularly on the section entitled “—Tax Consequences to U.S. Holders—Notes Treated as Debt Instruments—General.” The following discussion, when read in combination with “United States Federal Income Tax Considerations” in the accompanying product supplement, 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. 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. In the opinion of our counsel, which is based on representations provided by us, it is reasonable to treat the Notes for U.S. federal income tax purposes as debt instruments that are issued without original issue discount. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

 

After the initial offering of the Notes, the public offering price of the Notes may change.

 

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.

 

P-6 RBC Capital Markets, LLC

 

FAQ

What is the maximum return on TD's Capped Notes linked to MSCI Emerging Markets Index?

The notes cap total return at 18.00%-22.00%, translating to a Capped Value of $11.80-$12.20 per $10 unit.

How does the 10% absolute return buffer work for these TD notes (symbol TD)?

If the Index finishes up to 10% below the Starting Value, holders receive a positive return equal to that decline; deeper drops trigger losses.

Can I lose my principal investing in the TD 2027 Capped Notes?

Yes. Declines beyond 10% in the Index reduce repayment 1-for-1, exposing up to 90% principal loss at maturity.

Are the TD Capped Notes FDIC or CDIC insured?

No. The notes are unsecured obligations of TD and are not insured by the FDIC, CDIC or any government agency.

Is there a secondary market for these TD structured notes?

BofAS and MLPF&S may make markets, but listing is absent and liquidity is limited; resale prices may be well below face value.

Why is the initial estimated value below the $10 offering price?

The $9.192-$9.492 estimate reflects TD’s funding spread, a $0.20 underwriting discount and a $0.05 hedging charge embedded in the structure.