STOCK TITAN

[424B2] Royal Bank of Canada Prospectus Supplement

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
424B2
Rhea-AI Filing Summary

Royal Bank of Canada is offering $1,270,000 in Barrier Digital Notes linked to the performance of two underliers: the iShares MSCI Emerging Markets ex China ETF and the EURO STOXX 50 Index, maturing June 28, 2030.

Key features include:

  • Digital Return of 60% if the least performing underlier is at or above its initial value at maturity
  • Principal Protection if the least performing underlier is between 70-100% of its initial value
  • Downside Risk of 1:1 losses if the least performing underlier falls below 70% of initial value
  • Initial estimated value of $952.59 per $1,000 principal amount

The notes are being sold at 100% of principal with a 3.50% underwriting discount. They do not pay interest and are not listed on any exchange. All payments are subject to Royal Bank of Canada's credit risk. The notes are not bail-inable and not insured by CDIC or FDIC.

La Royal Bank of Canada offre 1.270.000 $ in Note Digitali con Barriera collegate alla performance di due sottostanti: l'ETF iShares MSCI Emerging Markets ex China e l'indice EURO STOXX 50, con scadenza il 28 giugno 2030.

Caratteristiche principali:

  • Rendimento Digitale del 60% se il sottostante con la performance peggiore si trova al valore iniziale o superiore alla scadenza
  • Protezione del Capitale se il sottostante con la performance peggiore si attesta tra il 70% e il 100% del valore iniziale
  • Rischio di Ribasso con perdite 1:1 se il sottostante con la performance peggiore scende sotto il 70% del valore iniziale
  • Valore stimato iniziale di 952,59 $ per ogni 1.000 $ di capitale

Le note sono vendute al 100% del capitale con uno sconto di sottoscrizione del 3,50%. Non pagano interessi e non sono quotate in alcuna borsa. Tutti i pagamenti dipendono dal rischio di credito della Royal Bank of Canada. Le note non sono soggette a bail-in e non sono assicurate dal CDIC o FDIC.

Royal Bank of Canada ofrece 1.270.000 $ en Notas Digitales con Barrera vinculadas al desempeño de dos subyacentes: el ETF iShares MSCI Emerging Markets ex China y el índice EURO STOXX 50, con vencimiento el 28 de junio de 2030.

Características clave:

  • Retorno Digital del 60% si el subyacente con peor desempeño está en o por encima de su valor inicial al vencimiento
  • Protección del Principal si el subyacente con peor desempeño está entre el 70% y el 100% de su valor inicial
  • Riesgo a la Baja con pérdidas 1:1 si el subyacente con peor desempeño cae por debajo del 70% del valor inicial
  • Valor estimado inicial de 952,59 $ por cada 1.000 $ de principal

Las notas se venden al 100% del principal con un descuento de suscripción del 3,50%. No pagan intereses y no están listadas en ninguna bolsa. Todos los pagos están sujetos al riesgo crediticio de Royal Bank of Canada. Las notas no son rescatables mediante bail-in y no están aseguradas por CDIC o FDIC.

로열 뱅크 오브 캐나다는 두 기초자산인 iShares MSCI Emerging Markets ex China ETF와 EURO STOXX 50 지수의 성과에 연동된 1,270,000달러 규모의 배리어 디지털 노트를 2030년 6월 28일 만기로 제공하고 있습니다.

주요 특징은 다음과 같습니다:

  • 만기 시 가장 저조한 기초자산이 초기 가치 이상일 경우 60%의 디지털 수익
  • 가장 저조한 기초자산이 초기 가치의 70~100% 사이일 경우 원금 보호
  • 가장 저조한 기초자산이 초기 가치의 70% 미만으로 떨어질 경우 1:1 손실 위험
  • 1,000달러 원금당 초기 예상 가치 952.59달러

노트는 원금의 100%에 판매되며, 3.50%의 인수 수수료 할인이 적용됩니다. 이 노트는 이자를 지급하지 않으며, 어떤 거래소에도 상장되어 있지 않습니다. 모든 지급은 로열 뱅크 오브 캐나다의 신용 위험에 따릅니다. 노트는 베일인 대상이 아니며 CDIC나 FDIC의 보험 대상이 아닙니다.

La Royal Bank of Canada propose 1 270 000 $ en Billets Numériques à Barrière liés à la performance de deux sous-jacents : l’ETF iShares MSCI Emerging Markets ex China et l’indice EURO STOXX 50, arrivant à échéance le 28 juin 2030.

Caractéristiques principales :

  • Rendement Numérique de 60 % si le sous-jacent le moins performant est égal ou supérieur à sa valeur initiale à l’échéance
  • Protection du Capital si le sous-jacent le moins performant se situe entre 70 % et 100 % de sa valeur initiale
  • Risque à la Baisse avec des pertes au ratio 1:1 si le sous-jacent le moins performant descend sous 70 % de sa valeur initiale
  • Valeur initiale estimée à 952,59 $ pour 1 000 $ de principal

Les billets sont vendus à 100 % du principal avec une décote de souscription de 3,50 %. Ils ne versent pas d’intérêts et ne sont cotés sur aucune bourse. Tous les paiements sont soumis au risque de crédit de la Royal Bank of Canada. Les billets ne sont pas soumis au mécanisme de renflouement interne (bail-in) et ne sont pas assurés par le CDIC ou le FDIC.

Die Royal Bank of Canada bietet 1.270.000 $ in Barrier-Digital-Notes an, die an die Performance von zwei Basiswerten gekoppelt sind: dem iShares MSCI Emerging Markets ex China ETF und dem EURO STOXX 50 Index, mit Fälligkeit am 28. Juni 2030.

Wesentliche Merkmale:

  • Digitaler Ertrag von 60%, wenn der am schlechtesten performende Basiswert am Fälligkeitstag mindestens seinen Anfangswert erreicht
  • Kapitalschutz, wenn der am schlechtesten performende Basiswert zwischen 70 % und 100 % seines Anfangswertes liegt
  • Abwärtsrisiko mit 1:1 Verlusten, falls der am schlechtesten performende Basiswert unter 70 % des Anfangswertes fällt
  • Anfänglicher geschätzter Wert von 952,59 $ pro 1.000 $ Nennwert

Die Notes werden zum 100% des Nennwerts mit einem 3,50% Underwriting-Rabatt verkauft. Sie zahlen keine Zinsen und sind an keiner Börse notiert. Alle Zahlungen unterliegen dem Kreditrisiko der Royal Bank of Canada. Die Notes sind nicht bail-in-fähig und nicht durch CDIC oder FDIC versichert.

Positive
  • Digital Return feature offers enhanced upside potential of 60% if the worst-performing underlying asset merely matches or exceeds its initial value
  • Principal protection feature preserves investment if the worst-performing underlying asset stays above 70% of its initial value
  • Notes are not bail-inable, providing protection from conversion into common shares during bank recovery scenarios
Negative
  • No interest payments over the 5-year term, representing significant opportunity cost
  • High downside risk with potential loss of up to 100% of principal if worst-performing underlying falls below 70% barrier
  • Initial estimated value of $952.59 per $1,000 principal amount indicates significant embedded costs and fees
  • Exposure to two volatile market segments (emerging markets ex-China and European stocks) increases risk through worst-of structure
  • Notes are illiquid with no secondary market listing

La Royal Bank of Canada offre 1.270.000 $ in Note Digitali con Barriera collegate alla performance di due sottostanti: l'ETF iShares MSCI Emerging Markets ex China e l'indice EURO STOXX 50, con scadenza il 28 giugno 2030.

Caratteristiche principali:

  • Rendimento Digitale del 60% se il sottostante con la performance peggiore si trova al valore iniziale o superiore alla scadenza
  • Protezione del Capitale se il sottostante con la performance peggiore si attesta tra il 70% e il 100% del valore iniziale
  • Rischio di Ribasso con perdite 1:1 se il sottostante con la performance peggiore scende sotto il 70% del valore iniziale
  • Valore stimato iniziale di 952,59 $ per ogni 1.000 $ di capitale

Le note sono vendute al 100% del capitale con uno sconto di sottoscrizione del 3,50%. Non pagano interessi e non sono quotate in alcuna borsa. Tutti i pagamenti dipendono dal rischio di credito della Royal Bank of Canada. Le note non sono soggette a bail-in e non sono assicurate dal CDIC o FDIC.

Royal Bank of Canada ofrece 1.270.000 $ en Notas Digitales con Barrera vinculadas al desempeño de dos subyacentes: el ETF iShares MSCI Emerging Markets ex China y el índice EURO STOXX 50, con vencimiento el 28 de junio de 2030.

Características clave:

  • Retorno Digital del 60% si el subyacente con peor desempeño está en o por encima de su valor inicial al vencimiento
  • Protección del Principal si el subyacente con peor desempeño está entre el 70% y el 100% de su valor inicial
  • Riesgo a la Baja con pérdidas 1:1 si el subyacente con peor desempeño cae por debajo del 70% del valor inicial
  • Valor estimado inicial de 952,59 $ por cada 1.000 $ de principal

Las notas se venden al 100% del principal con un descuento de suscripción del 3,50%. No pagan intereses y no están listadas en ninguna bolsa. Todos los pagos están sujetos al riesgo crediticio de Royal Bank of Canada. Las notas no son rescatables mediante bail-in y no están aseguradas por CDIC o FDIC.

로열 뱅크 오브 캐나다는 두 기초자산인 iShares MSCI Emerging Markets ex China ETF와 EURO STOXX 50 지수의 성과에 연동된 1,270,000달러 규모의 배리어 디지털 노트를 2030년 6월 28일 만기로 제공하고 있습니다.

주요 특징은 다음과 같습니다:

  • 만기 시 가장 저조한 기초자산이 초기 가치 이상일 경우 60%의 디지털 수익
  • 가장 저조한 기초자산이 초기 가치의 70~100% 사이일 경우 원금 보호
  • 가장 저조한 기초자산이 초기 가치의 70% 미만으로 떨어질 경우 1:1 손실 위험
  • 1,000달러 원금당 초기 예상 가치 952.59달러

노트는 원금의 100%에 판매되며, 3.50%의 인수 수수료 할인이 적용됩니다. 이 노트는 이자를 지급하지 않으며, 어떤 거래소에도 상장되어 있지 않습니다. 모든 지급은 로열 뱅크 오브 캐나다의 신용 위험에 따릅니다. 노트는 베일인 대상이 아니며 CDIC나 FDIC의 보험 대상이 아닙니다.

La Royal Bank of Canada propose 1 270 000 $ en Billets Numériques à Barrière liés à la performance de deux sous-jacents : l’ETF iShares MSCI Emerging Markets ex China et l’indice EURO STOXX 50, arrivant à échéance le 28 juin 2030.

Caractéristiques principales :

  • Rendement Numérique de 60 % si le sous-jacent le moins performant est égal ou supérieur à sa valeur initiale à l’échéance
  • Protection du Capital si le sous-jacent le moins performant se situe entre 70 % et 100 % de sa valeur initiale
  • Risque à la Baisse avec des pertes au ratio 1:1 si le sous-jacent le moins performant descend sous 70 % de sa valeur initiale
  • Valeur initiale estimée à 952,59 $ pour 1 000 $ de principal

Les billets sont vendus à 100 % du principal avec une décote de souscription de 3,50 %. Ils ne versent pas d’intérêts et ne sont cotés sur aucune bourse. Tous les paiements sont soumis au risque de crédit de la Royal Bank of Canada. Les billets ne sont pas soumis au mécanisme de renflouement interne (bail-in) et ne sont pas assurés par le CDIC ou le FDIC.

Die Royal Bank of Canada bietet 1.270.000 $ in Barrier-Digital-Notes an, die an die Performance von zwei Basiswerten gekoppelt sind: dem iShares MSCI Emerging Markets ex China ETF und dem EURO STOXX 50 Index, mit Fälligkeit am 28. Juni 2030.

Wesentliche Merkmale:

  • Digitaler Ertrag von 60%, wenn der am schlechtesten performende Basiswert am Fälligkeitstag mindestens seinen Anfangswert erreicht
  • Kapitalschutz, wenn der am schlechtesten performende Basiswert zwischen 70 % und 100 % seines Anfangswertes liegt
  • Abwärtsrisiko mit 1:1 Verlusten, falls der am schlechtesten performende Basiswert unter 70 % des Anfangswertes fällt
  • Anfänglicher geschätzter Wert von 952,59 $ pro 1.000 $ Nennwert

Die Notes werden zum 100% des Nennwerts mit einem 3,50% Underwriting-Rabatt verkauft. Sie zahlen keine Zinsen und sind an keiner Börse notiert. Alle Zahlungen unterliegen dem Kreditrisiko der Royal Bank of Canada. Die Notes sind nicht bail-in-fähig und nicht durch CDIC oder FDIC versichert.

 

 

Registration Statement No. 333-275898

Filed Pursuant to Rule 424(b)(2)

   
   
     

Pricing Supplement

Pricing Supplement dated June 25, 2025 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023, the Underlying Supplement No. 1A dated May 16, 2024 and the Product Supplement No. 1A dated May 16, 2024

 

$1,270,000
Barrier Digital Notes
Linked to the Least Performing of Two Underliers,
Due June 28, 2030

 

Royal Bank of Canada

     

 

Royal Bank of Canada is offering Barrier Digital Notes (the “Notes”) linked to the performance of the least performing of the iShares® MSCI Emerging Markets ex China ETF and the EURO STOXX 50® Index (each, an “Underlier”).

·Enhanced Return Potential with a Digital Return — If the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Initial Underlier Value, at maturity, investors will receive a return equal to the greater of (a) the Underlier Return of the Least Performing Underlier and (b) the Digital Return of 60%.
·Contingent Return of Principal at Maturity — If the Final Underlier Value of the Least Performing Underlier is less than its Initial Underlier Value, but is greater than or equal to its Barrier Value (70% of its Initial Underlier Value), at maturity, investors will receive the principal amount of their Notes. If 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: 78017K5D0

Investing in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-6 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% $1,270,000
Underwriting discounts and commissions(1)

3.50%

$44,450

Proceeds to Royal Bank of Canada 96.50% $1,225,550

(1) We or one of our affiliates may pay varying selling concessions of up to $35.00 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 $965.00 and $1,000.00 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 $952.59 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.

 

RBC Capital Markets, LLC

 

  
 

Barrier Digital Notes Linked to the Least Performing of Two 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, underlying 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 iShares® MSCI Emerging Markets ex China ETF (the “EMXC Fund”) and the EURO STOXX 50® Index (the “SX5E Index”)
  Underlier Bloomberg Ticker Initial Underlier Value(1) Barrier Value(2)
  EMXC Fund EMXC UQ $62.46 $43.72
  SX5E Index SX5E 5,252.01 3,676.41
  (1) With respect to each Underlier, the closing value of that Underlier on the Trade Date
  (2) With respect to each Underlier, 70% of its Initial Underlier Value (rounded to two decimal places)
Trade Date: June 25, 2025
Issue Date: June 30, 2025
Valuation Date:* June 25, 2030
Maturity Date:* June 28, 2030
Payment at Maturity:

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 or equal to its Initial Underlier Value, an amount equal to: 

$1,000 + ($1,000 × the greater of (a) Underlier Return of the Least Performing Underlier and (b) Digital Return) 

·

If the Final Underlier Value of the Least Performing Underlier is less than 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 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.

Digital Return: 60%
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
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-2RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two 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, the underlying supplement no. 1A dated May 16, 2024 and the product supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents, contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours.

 

We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. These documents are an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in each such document is current only as of its date.

 

If the information in this pricing supplement differs from the information contained in the documents listed below, you should rely on the information in this pricing supplement.

 

You should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the documents listed below, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

 

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

·Prospectus dated December 20, 2023:

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm

 

·Prospectus Supplement dated December 20, 2023:

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm

 

·Underlying Supplement No. 1A dated May 16, 2024:

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm

 

·Product Supplement No. 1A dated May 16, 2024:

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm

 

Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.

 

P-3RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two 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 70% of its Initial Underlier Value and the Digital Return of 60%. 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
90.00% $1,900.00 190.000%
80.00% $1,800.00 180.000%
70.00% $1,700.00 170.000%
60.00% $1,600.00 160.000%
50.00% $1,600.00 160.000%
40.00% $1,600.00 160.000%
30.00% $1,600.00 160.000%
20.00% $1,600.00 160.000%
10.00% $1,600.00 160.000%
5.00% $1,600.00 160.000%
2.00% $1,600.00 160.000%
0.00% $1,600.00 160.000%
-0.01% $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%
-30.01% $699.90 69.990%
-40.00% $600.00 60.000%
-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%, resulting in a return equal to the Digital Return.
  Underlier Return of the Least Performing Underlier: 2%
  Payment at Maturity: $1,000 + ($1,000 × the greater of (a) 2% and (b) 60%)
= $1,000 + ($1,000 × 60%) = $1,000 + $600 = $1,600
  In this example, the payment at maturity is $1,600 per $1,000 principal amount of Notes, for a return of 60%.
P-4RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

  Because the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Initial Underlier Value and the Underlier Return of the Least Performing Underlier is less than the Digital Return, investors receive a return equal to the Digital Return.
   
Example 2 — The value of the Least Performing Underlier increases from its Initial Underlier Value to its Final Underlier Value by 80%.
  Underlier Return of the Least Performing Underlier: 80%
  Payment at Maturity: $1,000 + ($1,000 × the greater of (a) 80% and (b) 60%)
= $1,000 + ($1,000 × 80%) = $1,000 + $800 = $1,800
  In this example, the payment at maturity is $1,800 per $1,000 principal amount of Notes, for a return of 80%.
Because the Underlier Return of the Least Performing Underlier is greater than the Digital Return, investors receive a return equal to the Underlier Return of the Least Performing Underlier.
   
Example 3 — 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 4 —   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.

P-5RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two 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 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.

 

·Any Payment on the Notes Will Be Determined Solely by the Performance of the Least Performing Underlier Even If the Other Underlier Performs 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 the 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.

 

·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 treatment of the Notes are uncertain. Moreover, the Notes may be subject to the “constructive ownership” regime, in which case certain adverse tax consequences may apply upon your disposition of a Note. You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes.

 

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

 

·There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses — There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required

 

P-6RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

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, our estimated profit and the estimated costs relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated profit or the hedging costs relating to the Notes. In addition, any price at which you may sell the Notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be based on a secondary market rate rather than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary market price will be less than if the internal funding rate were used.

 

·The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date — The initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is based on a variety of assumptions, including our internal funding rate (which represents a discount from our credit spreads), expectations as to dividends, interest rates and volatility and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.

 

The value of the Notes at any time after the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from the initial estimated value of the Notes.

 

Risks Relating to Conflicts of Interest and Our Trading Activities

 

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

 

P-7RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

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 the EMXC Fund or the Securities Composing 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 the EMXC Fund or the securities composing any Underlier. The SX5E Index is a price return index and its return does not reflect regular cash dividends paid by its components.

 

·The EMXC Fund and the Underlying Index Are Different — The performance of the EMXC Fund will not exactly replicate the performance of the Underlying Index (as defined below). The EMXC Fund is subject to management risk, which is the risk that the investment strategy for the EMXC Fund, the implementation of which is subject to a number of constraints, may not produce the intended results. The EMXC Fund’s investment adviser may have the right to use a portion of the EMXC Fund’s assets to invest in securities or other assets or instruments, including derivatives, that are not included in the Underlying Index. In addition, unlike the Underlying Index, the EMXC Fund will reflect transaction costs and fees that will reduce its performance relative to the Underlying Index.

 

The performance of the EMXC Fund may diverge significantly from the performance of the Underlying Index due to differences in trading hours between the EMXC Fund and the securities composing the Underlying Index or other circumstances. During periods of market volatility, the component securities held by the EMXC Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the intraday net asset value per share of the EMXC Fund and the liquidity of the EMXC Fund may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares in the EMXC Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the EMXC Fund. As a result, under these circumstances, the market value of the EMXC Fund may vary substantially from the net asset value per share of the EMXC Fund.

 

·The Notes Are Subject to Risks Relating to Non-U.S. Securities Markets — The equity securities composing the Underliers are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.

 

·The Notes Are Subject to Risks Relating to Emerging Markets with Respect to the EMXC Fund — The equity securities composing the EMXC Fund have been issued by companies based in emerging markets. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable financial markets and governments; may present the risks of nationalization of businesses; may impose restrictions on currency conversion, exports or foreign ownership and prohibitions on the repatriation of assets; may pose a greater likelihood of regulation by the national, provincial and local governments of the emerging market countries, including the imposition of currency exchange laws and taxes; and may have less protection of property rights, less access to legal recourse and less comprehensive financial reporting and auditing requirements than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment,

 

P-8RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

resources, self-sufficiency and balance of payment positions. The currencies of emerging markets may also be less liquid and more volatile than those of developed markets and may be affected by political and economic developments in different ways than developed markets. The foregoing factors may adversely affect the performance of companies based in emerging markets.

 

·The Notes Do Not Provide Direct Exposure to Fluctuations in Exchange Rates between the U.S. Dollar and the Euro with Respect to the SX5E Index — The SX5E Index is composed of non-U.S. securities denominated in euros. Because the value of the SX5E Index is also calculated in euros (and not in U.S. dollars), the performance of the SX5E Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. In addition, any payments on the Notes determined based in part on the performance of the SX5E Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. Therefore, holders of the Notes will not benefit from any appreciation of the euro relative to the U.S. dollar.

 

·The Value of the EMXC Fund Is Subject to Currency Exchange Risk — Because the securities composing the EMXC Fund are denominated in non-U.S. currencies and are converted into U.S. dollars for purposes of calculating the value of the EMXC Fund, the value of the EMXC Fund will be exposed to the currency exchange rate risk with respect to each of those non-U.S. currencies relative to the U.S. dollar. An investor’s net exposure will depend on the extent to which each of those non-U.S. currencies strengthens or weakens against the U.S. dollar and the relative weight of the securities denominated in those non-U.S. currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those non-U.S. currencies, the value of the EMXC Fund and the value of the Notes will be adversely affected.

 

·We May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence of legal or regulatory changes that may, among other things, prohibit or otherwise materially restrict persons from holding the Notes or an Underlier or its components, or engaging in transactions in them, the Calculation Agent may determine that a change-in-law-event has occurred and accelerate the Maturity Date for a payment determined by the Calculation Agent in its sole discretion. 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, by the occurrence of such legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying product supplement.

 

·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—Indices—Market Disruption Events,” “General Terms of the Notes—Reference Stocks and Funds—Market Disruption Events,” “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product supplement.

 

·Adjustments to the EMXC Fund or to the Underlying Index Could Adversely Affect Any Payments on the Notes — The investment adviser of the EMXC Fund may add, remove or substitute the component securities held by the EMXC Fund or make changes to its investment strategy, and the sponsor of the Underlying Index may add, delete, substitute or adjust the securities composing the Underlying Index, may make other methodological changes to the Underlying Index that could affect its performance or may discontinue or suspend calculation and publication of the Underlying Index. Any of these actions could adversely affect the value of the EMXC Fund and, consequently, the value of the Notes.

 

·Adjustments to the SX5E Index Could Adversely Affect Any Payments on the Notes — The sponsor of the SX5E Index may add, delete, substitute or adjust the securities composing the SX5E Index or make other methodological changes to the SX5E Index that could affect its performance. The Calculation Agent will calculate the value to be used as the closing value of the SX5E Index in the event of certain material changes in, or modifications to, the SX5E Index. In addition, the sponsor of the SX5E Index may also discontinue or suspend calculation or publication of the SX5E Index at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent

 

P-9RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

determines to be comparable to the SX5E Index or, if no successor index is available, the Calculation Agent will determine the value to be used as the closing value of the SX5E Index. Any of these actions could adversely affect the value of the SX5E Index and, consequently, the value of the Notes. See “General Terms of the Notes—Indices—Discontinuation of, or Adjustments to, an Index” 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 events with respect to the EMXC Fund that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value of the EMXC Fund. However, the Calculation Agent might not make adjustments in response to all such events that could affect the EMXC Fund. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the Notes. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in the accompanying product supplement.

 

·Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated — If the EMXC Fund is delisted or terminated, the Calculation Agent may select a successor fund. In addition, upon the occurrence of certain reorganization or other events affecting the EMXC Fund, the Calculation Agent may make adjustments that result in payments on the Notes being based on the performance of (i) cash, securities of another issuer and/or other property distributed to holders of the EMXC Fund upon the occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed to holders of the EMXC Fund, a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely affect the value of the EMXC Fund and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent. Any amount payable upon acceleration could be significantly less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments—Reorganization Events” and “General Terms of the Notes—Reference Stocks and Funds—Discontinuation of, or Adjustments to, a Fund” in the accompanying product supplement.

 

P-10RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

INFORMATION REGARDING THE UNDERLIERS

 

According to publicly available information, the EMXC Fund is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks to track the investment results, before fees and expenses, of an index composed of large- and mid-capitalization emerging market equities, excluding China, which is currently the MSCI Emerging Markets ex China Index (the “Underlying Index”). The EMXC Fund trades on The Nasdaq Stock Market under the ticker symbol “EMXC.” The Underlying Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of the large- and mid-cap segments of global emerging markets, excluding China. The Underlying Index currently consists of the following 23 emerging market country indices: Brazil, Chile, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and the United Arab Emirates. The Underlying Index covers approximately 85% of the free float-adjusted market capitalization in each country. The U.S. dollar price return version of the Underlying Index is reported by Bloomberg L.P. under the ticker symbol “MXCXBRV.” For more information about the EMXC Fund, see “Exchange-Traded Funds — The iShares® ETFs” in the accompanying underlying supplement. For purposes of the accompanying underlying supplement, the EMXC Fund is an “iShares® ETF.” For more information about the Underlying Index, see “Indices — The MSCI Indices” in the accompanying underlying supplement. For purposes of the accompanying underlying supplement, the Underlying Index is an “MSCI Index.”

 

The SX5E Index is a free float market capitalization-weighted index composed of 50 of the largest stocks in terms of free float market capitalization traded on major Eurozone exchanges. For more information about the SX5E Index, see “Indices—The STOXX Benchmark Indices” in the accompanying underlying supplement.

 

Historical Information

 

The following graphs set forth historical closing values of the Underliers for the period from January 1, 2015 (or from the initial listing date, if later) to June 25, 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.

 

iShares® MSCI Emerging Markets ex China ETF

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

P-11RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

EURO STOXX 50® Index

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

P-12RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two 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, subject to the potential application of the “constructive ownership” regime discussed below, (i) you should not recognize taxable income or loss prior to the taxable disposition of your Notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Notes should be treated as short-term capital gain or loss unless you have held the Notes for more than one year, in which case your gain or loss should be treated as long-term capital gain or loss.

 

Even if the treatment of the Notes as prepaid financial contracts is respected, purchasing a Note could be treated as entering into a “constructive ownership transaction” within the meaning of Section 1260 of the Internal Revenue Code (“Section 1260”). In that case, all or a portion of any long-term capital gain you would otherwise recognize upon the taxable disposition of the Note would be recharacterized as ordinary income to the extent such gain exceeded the “net underlying long-term capital gain” as defined in Section 1260. Any long-term capital gain recharacterized as ordinary income would be treated as accruing at a constant rate over the period you held the Note, and you would be subject to a notional interest charge in respect of the deemed tax liability on the income treated as accruing in prior tax years. Due to the lack of direct legal authority, our counsel is unable to opine as to whether or how Section 1260 applies to the Notes.

 

We do not plan to request a ruling from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could materially and adversely affect the tax consequences of ownership and disposition of the Notes, including the timing and character of income recognized. In 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.

 

P-13RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the potential application of the “constructive ownership” regime, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

 

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 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 twelve months after the Issue Date, the value of the Notes that may be shown on your account statement may be higher than RBCCM’s estimated value of the Notes at that time. This is because the estimated value of the Notes will not include the underwriting discount or our hedging costs and profits; however, the value of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition of the underwriting discount and our estimated costs and profits from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.

 

RBCCM or another of its affiliates or agents may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.

 

For additional information about the settlement cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.

 

STRUCTURING THE NOTES

 

The Notes are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness. In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting discount and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being less than their public offering price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary market transaction may be based on a secondary market rate, which may result in a lower value for the Notes than if our initial internal funding rate were used.

 

In order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including our creditworthiness, interest rate movements, volatility and the tenor of the Notes. The economic terms of the Notes and the initial estimated value depend in part on the terms of these hedging arrangements.

 

See “Selected Risk Considerations—Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes Is Less Than the Public Offering Price” above.

 

P-14RBC Capital Markets, LLC
  
 

Barrier Digital Notes Linked to the Least Performing of Two Underliers

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 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.

 

P-15RBC Capital Markets, LLC

FAQ

What are the key terms of RY's Barrier Digital Notes due June 2030?

RY's Barrier Digital Notes are $1,270,000 in principal amount, linked to the iShares MSCI Emerging Markets ex China ETF and EURO STOXX 50 Index. They offer a 60% Digital Return if the least performing underlier is at or above its initial value at maturity, with principal protection if the least performing underlier is above 70% of its initial value. The notes mature on June 28, 2030 and do not pay interest.

What is the maximum loss potential for RY's Barrier Digital Notes (June 2030)?

Investors could lose up to 100% of their principal investment. If the Final Underlier Value of the Least Performing Underlier falls below the Barrier Value (70% of initial value), investors will lose 1% of principal for each 1% decline in the underlier below its Initial Underlier Value.

What is the initial estimated value of RY's Barrier Digital Notes?

The initial estimated value of the Notes as determined by Royal Bank of Canada on the Trade Date is $952.59 per $1,000 principal amount, which is less than the public offering price. This market value reflects many factors and cannot be predicted with accuracy.

What is the Digital Return offered on RY's Barrier Notes (June 2030)?

The Digital Return is 60%. If the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Initial Underlier Value at maturity, investors will receive the greater of the Underlier Return or the 60% Digital Return.

What are the fees and commissions for RY's Barrier Digital Notes?

The underwriting discounts and commissions are 3.50% ($44,450 total). Varying selling concessions of up to $35.00 per $1,000 principal amount may be paid to other registered broker-dealers. For fee-based advisory accounts, the public offering price may range between $965.00 and $1,000.00 per $1,000 principal amount.
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