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 has announced Capped Return Notes linked to the MSCI Emerging Markets Index, due June 27, 2030. The notes offer investors potential upside participation in the index's performance with a maximum return capped at 61% and principal protection if the index declines.

Key features include:

  • 100% participation rate in the index's positive performance up to the 61% cap
  • Return of principal if the index declines
  • $1,000 minimum investment
  • No periodic interest payments
  • Maximum payment at maturity of $1,610 per $1,000 principal amount

Notable risks include credit risk of Royal Bank of Canada, limited upside potential due to the return cap, and no interest payments. The notes will not be listed on any securities exchange. The initial estimated value is expected to be between $904.00 and $954.00 per $1,000 principal amount, below the public offering price.

Royal Bank of Canada ha annunciato le Capped Return Notes legate all'indice MSCI Emerging Markets, con scadenza il 27 giugno 2030. Questi titoli offrono agli investitori la possibilità di partecipare all'andamento positivo dell'indice con un rendimento massimo limitato al 61% e la protezione del capitale in caso di ribasso dell'indice.

Caratteristiche principali:

  • Partecipazione al 100% alla performance positiva dell'indice fino al limite del 61%
  • Rimborso del capitale in caso di calo dell'indice
  • Investimento minimo di 1.000 $
  • Assenza di pagamenti periodici di interessi
  • Pagamento massimo a scadenza di 1.610 $ per ogni 1.000 $ di capitale investito

Rischi rilevanti includono il rischio di credito del Royal Bank of Canada, il potenziale di guadagno limitato a causa del tetto sul rendimento e l'assenza di pagamenti di interessi. I titoli non saranno quotati su alcun mercato azionario. Il valore stimato iniziale è previsto tra 904,00 $ e 954,00 $ per ogni 1.000 $ di capitale, inferiore al prezzo di offerta pubblica.

Royal Bank of Canada ha anunciado Notas de Retorno Limitado vinculadas al índice MSCI Emerging Markets, con vencimiento el 27 de junio de 2030. Estas notas ofrecen a los inversores la posibilidad de participar en el rendimiento positivo del índice con un retorno máximo limitado al 61% y protección del capital si el índice cae.

Características clave:

  • Tasa de participación del 100% en el rendimiento positivo del índice hasta el límite del 61%
  • Devolución del capital si el índice disminuye
  • Inversión mínima de $1,000
  • No hay pagos periódicos de intereses
  • Pago máximo al vencimiento de $1,610 por cada $1,000 de capital invertido

Los riesgos importantes incluyen el riesgo crediticio del Royal Bank of Canada, el potencial limitado de ganancias debido al tope de retorno y la ausencia de pagos de intereses. Las notas no estarán listadas en ninguna bolsa de valores. El valor estimado inicial se espera que esté entre $904.00 y $954.00 por cada $1,000 de capital, por debajo del precio de oferta pública.

로열 뱅크 오브 캐나다는 MSCI 이머징 마켓 지수에 연계된 수익 상한 노트를 2030년 6월 27일 만기로 발표했습니다. 이 노트는 투자자에게 지수 상승 시 최대 61%의 수익 상한과 지수 하락 시 원금 보호를 제공하는 잠재적 수익 참여 기회를 제공합니다.

주요 특징:

  • 지수의 긍정적 성과에 대해 100% 참여, 최대 61% 수익 상한 적용
  • 지수 하락 시 원금 반환 보장
  • 최소 투자 금액 $1,000
  • 정기 이자 지급 없음
  • 만기 시 최대 $1,610 지급 (원금 $1,000 기준)

주요 위험 요소로는 로열 뱅크 오브 캐나다의 신용 위험, 수익 상한으로 인한 제한된 상승 잠재력, 이자 지급 없음이 포함됩니다. 이 노트는 증권 거래소에 상장되지 않습니다. 초기 예상 가치는 원금 $1,000당 $904.00에서 $954.00 사이로, 공모가보다 낮게 책정될 예정입니다.

Royal Bank of Canada a annoncé des Capped Return Notes liées à l'indice MSCI Emerging Markets, arrivant à échéance le 27 juin 2030. Ces notes offrent aux investisseurs une participation potentielle à la hausse de la performance de l'indice avec un rendement maximum plafonné à 61% et une protection du capital en cas de baisse de l'indice.

Caractéristiques principales :

  • Taux de participation de 100 % à la performance positive de l'indice jusqu'au plafond de 61 %
  • Remboursement du capital en cas de baisse de l'indice
  • Investissement minimum de 1 000 $
  • Pas de paiements d'intérêts périodiques
  • Paiement maximum à l'échéance de 1 610 $ pour 1 000 $ de capital investi

Les risques notables comprennent le risque de crédit de la Royal Bank of Canada, un potentiel de gain limité en raison du plafond de rendement, et l'absence de paiements d'intérêts. Les notes ne seront pas cotées en bourse. La valeur initiale estimée devrait se situer entre 904,00 $ et 954,00 $ pour 1 000 $ de capital, inférieure au prix d'offre public.

Royal Bank of Canada hat Capped Return Notes angekündigt, die an den MSCI Emerging Markets Index gekoppelt sind und am 27. Juni 2030 fällig werden. Die Notes bieten Anlegern die Möglichkeit, am positiven Verlauf des Index teilzunehmen, mit einer maximalen Rendite von 61% und Kapitalschutz bei einem Rückgang des Index.

Wesentliche Merkmale:

  • 100% Teilnahme an der positiven Entwicklung des Index bis zur 61%igen Obergrenze
  • Rückzahlung des Kapitals bei einem Indexrückgang
  • Mindestanlage von 1.000 $
  • Keine periodischen Zinszahlungen
  • Maximale Auszahlung bei Fälligkeit von 1.610 $ pro 1.000 $ Nennwert

Wichtige Risiken umfassen das Kreditrisiko der Royal Bank of Canada, das begrenzte Aufwärtspotenzial aufgrund der Renditeobergrenze und das Fehlen von Zinszahlungen. Die Notes werden an keiner Börse notiert sein. Der anfängliche geschätzte Wert wird voraussichtlich zwischen 904,00 $ und 954,00 $ pro 1.000 $ Nennwert liegen, was unter dem öffentlichen Ausgabepreis liegt.

Positive
  • Downside protection - investors receive 100% of principal if the underlying index declines, providing capital preservation
  • Upside participation - offers 100% participation in the MSCI Emerging Markets Index gains up to a 61% cap
  • Maximum return potential of 61% over 5-year term (approximately 10% annualized if maximum is achieved)
Negative
  • Returns are capped at 61% even if the underlying index performs better, limiting upside potential
  • No periodic interest payments over the 5-year term, reducing income potential
  • Initial estimated value ($904-$954) is significantly below the public offering price ($1,000), indicating high embedded costs
  • High selling concessions/commissions of 3.35% reduce investor returns

Royal Bank of Canada ha annunciato le Capped Return Notes legate all'indice MSCI Emerging Markets, con scadenza il 27 giugno 2030. Questi titoli offrono agli investitori la possibilità di partecipare all'andamento positivo dell'indice con un rendimento massimo limitato al 61% e la protezione del capitale in caso di ribasso dell'indice.

Caratteristiche principali:

  • Partecipazione al 100% alla performance positiva dell'indice fino al limite del 61%
  • Rimborso del capitale in caso di calo dell'indice
  • Investimento minimo di 1.000 $
  • Assenza di pagamenti periodici di interessi
  • Pagamento massimo a scadenza di 1.610 $ per ogni 1.000 $ di capitale investito

Rischi rilevanti includono il rischio di credito del Royal Bank of Canada, il potenziale di guadagno limitato a causa del tetto sul rendimento e l'assenza di pagamenti di interessi. I titoli non saranno quotati su alcun mercato azionario. Il valore stimato iniziale è previsto tra 904,00 $ e 954,00 $ per ogni 1.000 $ di capitale, inferiore al prezzo di offerta pubblica.

Royal Bank of Canada ha anunciado Notas de Retorno Limitado vinculadas al índice MSCI Emerging Markets, con vencimiento el 27 de junio de 2030. Estas notas ofrecen a los inversores la posibilidad de participar en el rendimiento positivo del índice con un retorno máximo limitado al 61% y protección del capital si el índice cae.

Características clave:

  • Tasa de participación del 100% en el rendimiento positivo del índice hasta el límite del 61%
  • Devolución del capital si el índice disminuye
  • Inversión mínima de $1,000
  • No hay pagos periódicos de intereses
  • Pago máximo al vencimiento de $1,610 por cada $1,000 de capital invertido

Los riesgos importantes incluyen el riesgo crediticio del Royal Bank of Canada, el potencial limitado de ganancias debido al tope de retorno y la ausencia de pagos de intereses. Las notas no estarán listadas en ninguna bolsa de valores. El valor estimado inicial se espera que esté entre $904.00 y $954.00 por cada $1,000 de capital, por debajo del precio de oferta pública.

로열 뱅크 오브 캐나다는 MSCI 이머징 마켓 지수에 연계된 수익 상한 노트를 2030년 6월 27일 만기로 발표했습니다. 이 노트는 투자자에게 지수 상승 시 최대 61%의 수익 상한과 지수 하락 시 원금 보호를 제공하는 잠재적 수익 참여 기회를 제공합니다.

주요 특징:

  • 지수의 긍정적 성과에 대해 100% 참여, 최대 61% 수익 상한 적용
  • 지수 하락 시 원금 반환 보장
  • 최소 투자 금액 $1,000
  • 정기 이자 지급 없음
  • 만기 시 최대 $1,610 지급 (원금 $1,000 기준)

주요 위험 요소로는 로열 뱅크 오브 캐나다의 신용 위험, 수익 상한으로 인한 제한된 상승 잠재력, 이자 지급 없음이 포함됩니다. 이 노트는 증권 거래소에 상장되지 않습니다. 초기 예상 가치는 원금 $1,000당 $904.00에서 $954.00 사이로, 공모가보다 낮게 책정될 예정입니다.

Royal Bank of Canada a annoncé des Capped Return Notes liées à l'indice MSCI Emerging Markets, arrivant à échéance le 27 juin 2030. Ces notes offrent aux investisseurs une participation potentielle à la hausse de la performance de l'indice avec un rendement maximum plafonné à 61% et une protection du capital en cas de baisse de l'indice.

Caractéristiques principales :

  • Taux de participation de 100 % à la performance positive de l'indice jusqu'au plafond de 61 %
  • Remboursement du capital en cas de baisse de l'indice
  • Investissement minimum de 1 000 $
  • Pas de paiements d'intérêts périodiques
  • Paiement maximum à l'échéance de 1 610 $ pour 1 000 $ de capital investi

Les risques notables comprennent le risque de crédit de la Royal Bank of Canada, un potentiel de gain limité en raison du plafond de rendement, et l'absence de paiements d'intérêts. Les notes ne seront pas cotées en bourse. La valeur initiale estimée devrait se situer entre 904,00 $ et 954,00 $ pour 1 000 $ de capital, inférieure au prix d'offre public.

Royal Bank of Canada hat Capped Return Notes angekündigt, die an den MSCI Emerging Markets Index gekoppelt sind und am 27. Juni 2030 fällig werden. Die Notes bieten Anlegern die Möglichkeit, am positiven Verlauf des Index teilzunehmen, mit einer maximalen Rendite von 61% und Kapitalschutz bei einem Rückgang des Index.

Wesentliche Merkmale:

  • 100% Teilnahme an der positiven Entwicklung des Index bis zur 61%igen Obergrenze
  • Rückzahlung des Kapitals bei einem Indexrückgang
  • Mindestanlage von 1.000 $
  • Keine periodischen Zinszahlungen
  • Maximale Auszahlung bei Fälligkeit von 1.610 $ pro 1.000 $ Nennwert

Wichtige Risiken umfassen das Kreditrisiko der Royal Bank of Canada, das begrenzte Aufwärtspotenzial aufgrund der Renditeobergrenze und das Fehlen von Zinszahlungen. Die Notes werden an keiner Börse notiert sein. Der anfängliche geschätzte Wert wird voraussichtlich zwischen 904,00 $ und 954,00 $ pro 1.000 $ Nennwert liegen, was unter dem öffentlichen Ausgabepreis liegt.

 

   

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 June 20, 2025

 

Pricing Supplement dated June __, 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

 

$
Capped Return Notes
Linked to the MSCI Emerging Markets Index,
Due June 27, 2030

 

Royal Bank of Canada

 

     

 

Royal Bank of Canada is offering Capped Return Notes (the “Notes”) linked to the performance of the MSCI Emerging Markets Index (the “Underlier”).

·Capped Return Potential — If the Final Underlier Value is greater than the Initial Underlier Value, at maturity, investors will receive a return equal to 100% of the Underlier Return, subject to the Maximum Return of 61%.

·Return of Principal at Maturity — If the Final Underlier Value is less than or equal to the Initial Underlier Value, at maturity, investors will receive only the principal amount of their Notes, with no additional return.

·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: 78017PBQ3

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%   $
Underwriting discounts and commissions(1)

3.35%

 

$

Proceeds to Royal Bank of Canada 96.65%   $

(1) We or one of our affiliates may pay varying selling concessions of up to $33.50 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 $966.50 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 expected to be between $904.00 and $954.00 per $1,000 principal amount of Notes and will be less than the public offering price of the Notes. The final pricing supplement relating to the Notes will set forth the initial estimated value. 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

  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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
Underlier: The MSCI Emerging Markets Index
  Bloomberg Ticker Initial Underlier Value(1)
  MXEF  
  (1) The closing value of the Underlier on the Trade Date
Trade Date: June 23, 2025
Issue Date: June 26, 2025
Valuation Date:* June 24, 2030
Maturity Date:* June 27, 2030
Payment at Maturity:

Investors will receive on the Maturity Date per $1,000 principal amount of Notes:

·     If the Final Underlier Value is greater than the Initial Underlier Value, an amount equal to:

$1,000 + ($1,000 × the lesser of (a) Underlier Return × Participation Rate and (b) Maximum Return) 

·     If the Final Underlier Value is less than or equal to the Initial Underlier Value: $1,000

All payments on the Notes are subject to our credit risk.

Participation Rate: 100% (subject to the Maximum Return)
Maximum Return: 61%. Accordingly, the maximum payment at maturity will be $1,610 per $1,000 principal amount of Notes.
Underlier Return:

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: The closing value of the Underlier on the Valuation Date
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
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

HYPOTHETICAL RETURNS

 

The table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Underlier, based on the Participation Rate of 100% and the Maximum Return of 61%. The table and examples are only for illustrative purposes and may not show the actual return applicable to investors.

 

Hypothetical Underlier Return Payment at Maturity per $1,000 Principal Amount of Notes Payment at Maturity as Percentage of Principal Amount
90.00% $1,610.00 161.000%
80.00% $1,610.00 161.000%
70.00% $1,610.00 161.000%
61.00% $1,610.00 161.000%
60.00% $1,600.00 160.000%
50.00% $1,500.00 150.000%
40.00% $1,400.00 140.000%
30.00% $1,300.00 130.000%
20.00% $1,200.00 120.000%
10.00% $1,100.00 110.000%
5.00% $1,050.00 105.000%
2.00% $1,020.00 102.000%
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%
-50.00% $1,000.00 100.000%
-60.00% $1,000.00 100.000%
-70.00% $1,000.00 100.000%
-80.00% $1,000.00 100.000%
-90.00% $1,000.00 100.000%
-100.00% $1,000.00 100.000%

 

Example 1 —   The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 2%.
  Underlier Return: 2%
  Payment at Maturity:

$1,000 + ($1,000 × the lesser of (a) 2% × 100% and (b) 61%)

= $1,000 + ($1,000 × the lesser of (a) 2% and (b) 61%)

= $1,000 + ($1,000 × 2%) = $1,000 + $20 = $1,020

 

In this example, the payment at maturity is $1,020 per $1,000 principal amount of Notes, for a return of 2%.

Because the Final Underlier Value is greater than the Initial Underlier Value, investors receive a return equal to 100% of the Underlier Return, subject to the Maximum Return of 61%.

   
P-4RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

Example 2 — The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 80%, resulting in a return equal to the Maximum Return.
  Underlier Return: 80%
  Payment at Maturity:

$1,000 + ($1,000 × the lesser of (a) 80% × 100% and (b) 61%)

= $1,000 + ($1,000 × the lesser of (a) 80% and (b) 61%)

= $1,000 + ($1,000 × 61%) = $1,000 + $610 = $1,610

 

In this example, the payment at maturity is $1,610 per $1,000 principal amount of Notes, for a return of 61%, which is the Maximum Return.

This example illustrates that investors will not receive a return at maturity in excess of the Maximum Return. Accordingly, the return on the Notes may be less than the return of the Underlier.

   
Example 3 — The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below the Initial Underlier Value).
  Underlier Return: -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 is less than the Initial Underlier Value, investors receive only the principal amount of their Notes, with no additional return.

   
P-5RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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 Not Receive a Positive Return on the Principal Amount at Maturity — If the Final Underlier Value is less than the Initial Underlier Value, you will receive only the principal amount of your Notes, with no additional return.

 

·Your Potential Return at Maturity Is Limited — Your return on the Notes will not exceed the Maximum Return, regardless of any appreciation in the value of the 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 Underlier.

 

·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 zero, 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 Underlier on the Dates Specified — Any payment on the Notes will be determined based on the closing values of the Underlier on the dates specified. You will not benefit from any more favorable value of the Underlier determined at any other time.

 

·You May Be Required to Recognize Taxable Income on the Notes Prior to Maturity — If you are a U.S. investor in a Note, under the treatment of a Note as a contingent payment debt instrument, you will generally be required to recognize taxable interest income in each year that you hold the Note. In addition, any gain you recognize under the rules applicable to contingent payment debt instruments will generally be treated as ordinary interest income rather than capital gain. 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

 

P-6RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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 Will Be Less Than the Public Offering Price — The initial estimated value of the Notes will be 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 value of the Underlier, 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 value of the Underlier 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 Underlier 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 Underlier” 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.

 

P-7RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

Risks Relating to the Underlier

 

·You Will Not Have Any Rights to the Securities Included in the 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 securities included in the Underlier. The Underlier is a price return index and its return does not reflect regular cash dividends paid by its components.

 

·The Notes Are Subject to Risks Relating to Non-U.S. Securities Markets — The equity securities composing the Underlier 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 — The equity securities composing the Underlier 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, 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 Value of the Underlier Is Subject to Currency Exchange Risk — Because the securities composing the Underlier are denominated in non-U.S. currencies and are converted into U.S. dollars for purposes of calculating the value of the Underlier, the value of the Underlier 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 Underlier 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 the 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

 

P-8RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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 the Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a determination of the closing value of the Underlier. See “General Terms of the Notes—Indices—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 Underlier Could Adversely Affect Any Payments on the Notes — The sponsor of the Underlier may add, delete, substitute or adjust the securities composing the Underlier or make other methodological changes to the Underlier that could affect its performance. The Calculation Agent will calculate the value to be used as the closing value of the Underlier in the event of certain material changes in, or modifications to, the Underlier. In addition, the sponsor of the Underlier may also discontinue or suspend calculation or publication of the Underlier at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the Underlier or, if no successor index is available, the Calculation Agent will determine the value to be used as the closing value of the Underlier. Any of these actions could adversely affect the value of the Underlier 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.

 

P-9RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

INFORMATION REGARDING THE UNDERLIER

 

The Underlier 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. For more information about the Underlier, see “Indices—The MSCI Indices” in the accompanying underlying supplement.

 

Historical Information

 

The following graph sets forth historical closing values of the Underlier for the period from January 1, 2015 to June 17, 2025. We obtained the information in the graph from Bloomberg Financial Markets, without independent investigation. We cannot give you assurance that the performance of the Underlier will result in a positive return on your initial investment.

 

MSCI Emerging Markets Index

 

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

P-10RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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 Underlier. 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.

 

We intend to treat the Notes for U.S. federal income tax purposes as contingent payment debt instruments, or “CPDIs,” as described in “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Debt Instruments—Notes Treated as Contingent Payment Debt Instruments” in the accompanying product supplement. In the opinion of our counsel, which is based on current market conditions, this treatment of the Notes is reasonable under current law. Assuming this treatment is respected, regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the Notes during the year. Upon a taxable disposition of a Note, you generally will recognize taxable income or loss equal to the difference between the amount received and your tax basis in the Notes. You generally must treat any income realized as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss, the deductibility of which is subject to limitations.

 

After the original issue date, you may obtain the comparable yield and the projected payment schedule by requesting them from RBCCM at 1-877-688-2301.

 

Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount(s) that we will pay on the Notes.

 

Non-U.S. Holders. If you are a Non-U.S. Holder, please also read the section entitled “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders— Notes Treated as Debt Instruments” in the accompanying product supplement.

 

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 Internal Revenue Service (the “IRS”) notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to the Notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the Notes.

 

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, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

P-11RBC Capital Markets, LLC
  
 

Capped Return Notes Linked to the MSCI Emerging Markets Index

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 Will Be Less Than the Public Offering Price” above.

 

P-12RBC Capital Markets, LLC

FAQ

What are the key terms of RY's Capped Return Notes linked to MSCI Emerging Markets Index?

RY's Capped Return Notes have a maturity date of June 27, 2030, with a minimum investment of $1,000. The notes offer 100% participation in the MSCI Emerging Markets Index return, subject to a Maximum Return of 61%. The maximum payment at maturity will be $1,610 per $1,000 principal amount.

What is the maximum return possible on RY's new Capped Return Notes?

The Maximum Return on RY's Capped Return Notes is capped at 61%, meaning the maximum payment at maturity will be $1,610 per $1,000 principal amount of Notes, regardless of how much the underlying MSCI Emerging Markets Index appreciates.

How does RY protect investor principal in these Capped Return Notes?

If the Final Underlier Value is less than or equal to the Initial Underlier Value, investors will receive 100% of their principal amount ($1,000 per note) at maturity, with no additional return. However, all payments are subject to RY's credit risk.

What are the fees and costs associated with RY's Capped Return Notes?

The notes have underwriting discounts and commissions of 3.35%. Selling concessions of up to $33.50 per $1,000 principal amount may be paid to broker-dealers. The public offering price for fee-based advisory accounts may range between $966.50 and $1,000.00 per $1,000 principal amount.

What is the estimated initial value of RY's Capped Return Notes?

The initial estimated value of the Notes as of the Trade Date is expected to be between $904.00 and $954.00 per $1,000 principal amount, which is less than the public offering price.
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