[FWP] Royal Bank of Canada Free Writing Prospectus

Rhea-AI Filing Summary

GS Finance Corp. is offering Callable Contingent Coupon Index-Linked Notes due 5 Aug 2030, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are linked to the S&P 500® Index and are issued in $1,000 denominations.

Key commercial terms

• Contingent quarterly coupon: at least $15.875 (≥1.5875%) paid only if the index closes ≥70 % of the initial level on the related observation date; otherwise no coupon.
• Maximum coupon potential: ≥6.35 % per annum, subject to the above condition.
• Issuer call feature: GS may redeem at 100 % of face value plus any due coupon on any quarterly payment date from Aug 2026 to May 2030.
• Maturity payout: • If index decline ≤30 %, holders receive par plus final coupon. • If index decline >30 %, repayment equals par + (index return × $1,000), exposing investors to losses proportionate to the full downside beyond the 30 % buffer.
• Downside buffer: 30 % (trigger level at 70 % of initial).
• Estimated initial value: $850–$890 per $1,000 note (≈85-89 % of issue price), reflecting embedded fees and hedging costs.

Risk-reward trade-off: Investors receive potential enhanced income and a 30 % cushion at maturity, but face (1) loss of coupons during weak equity markets, (2) principal loss below the buffer, (3) early-call reinvestment risk, (4) liquidity risk—GS is not obliged to maintain a secondary market, and (5) credit risk of GS Finance Corp. and Goldman Sachs Group.

Use-case: Suitable only for investors comfortable with equity-linked structured products who seek higher contingent income and can tolerate principal risk and an issuer call.

Positive

• 30 % downside buffer on principal at maturity provides partial protection versus direct equity exposure.
• Quarterly contingent coupon of ≥6.35 % annualized offers income potential above current investment-grade yields when trigger conditions are met.
• Full issuer guarantee by The Goldman Sachs Group, Inc. adds large-cap credit backing to the structure.

Negative

• Estimated fair value of only 85-89 % of face highlights sizable embedded fees and negative carry at issuance.
• Coupons are not fixed; investors receive no income if the S&P 500 closes below 70 % of initial on observation dates.
• Issuer call from Aug 2026 introduces reinvestment risk and caps upside if the index performs well.
• Principal is at risk; index declines >30 % reduce repayment dollar-for-dollar.
• Secondary-market liquidity is not assured; GS&Co. is not obliged to make a market in the notes.

Insights

Structured Products Analyst

TL;DR: Notes offer 6.35 % potential yield and 30 % buffer, but contingent coupons, issuer call and 85-89 % fair value limit upside.

The structure swaps uncapped equity downside (beyond –30 %) for conditional coupons that cease when the S&P 500 falls below the 70 % trigger. The issuer retains the upside option via the call right, reducing expected duration if equity performance is strong. An 11-15 % fee/hedging spread (issue price – estimated value) implies a negative carry for buy-and-hold investors. Credit exposure to Goldman Sachs remains senior unsecured. Overall, the offering is neutral from a market-impact standpoint and appropriate only for tactically income-seeking investors who understand path-dependency and credit risk.

Multi-Asset Portfolio Manager

TL;DR: Attractive headline yield offset by high fees, call risk and potential capital loss beyond a 30 % buffer—net neutral for diversified portfolios.

From an allocation perspective, the note behaves like a short put spread plus written call sold to the issuer. Coupons may disappear for extended periods during equity drawdowns, while early redemption truncates expected returns in rallies. The 30 % buffer is meaningful but still leaves investors exposed to severe bear markets. Given the wide bid-offer and uncertain liquidity, the instrument suits niche structured-product sleeves rather than core holdings. It does not materially affect Goldman Sachs’ fundamentals and is therefore not impactful for GS equity holders.

 

 

Auto-Callable Contingent Coupon Barrier Notes with Memory Coupon
Linked to the Class A Common Stock of The Trade Desk, Inc.

Due June 30, 2028

 

PRODUCT CHARACTERISTICS

· Contingent Coupons with Memory Feature — If the Notes have not been automatically called, investors will receive a Contingent Coupon on a quarterly Coupon Payment Date if the closing value of the Underlier is greater than or equal to the Coupon Threshold on the immediately preceding Coupon Observation Date. A Contingent Coupon that is not payable on a Coupon Payment Date may be paid later, but only if the closing value of the Underlier is greater than or equal to the Coupon Threshold on a later Coupon Observation Date. You may not receive any Contingent Coupons during the term of the Notes.

· Call Feature — If, on any quarterly Call Observation Date beginning approximately six months following the Trade Date, the closing value of the Underlier is greater than or equal to the Initial Underlier Value, the Notes will be automatically called for 100% of their principal amount plus the Contingent Coupon and any unpaid Contingent Coupons otherwise due. No further payments will be made on the Notes.

· Contingent Return of Principal at Maturity — If the Notes are not automatically called and the Final Underlier Value is greater than or equal to the Barrier Value, at maturity, investors will receive the principal amount of their Notes plus the Contingent Coupon and any unpaid Contingent Coupons otherwise due. If the Notes are not automatically called and the Final Underlier Value is less than the Barrier Value, at maturity, investors will lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value.

KEY TERMS
Issuer:	Royal Bank of Canada (“RBC”)
CUSIP:	78017PBG5
Underlier:	The Class A common stock of The Trade Desk, Inc. (Bloomberg symbol “TTD UW”)
Trade Date:	June 26, 2025
Issue Date:	June 30, 2025
Valuation Date:	June 27, 2028
Maturity Date:	June 30, 2028
Payment of Contingent Coupons with Memory Feature:	If the Notes have not been automatically called, investors will receive a Contingent Coupon on a Coupon Payment Date if the closing value of the Underlier is greater than or equal to the Coupon Threshold on the immediately preceding Coupon Observation Date. If a Contingent Coupon is not payable on any Coupon Payment Date, it will be paid on any later Coupon Payment Date on which a Contingent Coupon is payable, if any, together with the payment otherwise due on that later date.   No Contingent Coupon will be payable on a Coupon Payment Date if the closing value of the Underlier is less than the Coupon Threshold on the immediately preceding Coupon Observation Date.
Contingent Coupon:	If payable, [$31.875-$34.375] per $1,000 principal amount of Notes (corresponding to a rate of [3.1875%-3.4375%] per quarter or [12.75%-13.75%] per annum), to be determined on the Trade Date
Coupon Observation Dates:	Quarterly
Coupon Payment Dates:	Quarterly

KEY TERMS (continued)
Call Feature:	If, on any Call Observation Date, the closing value of the Underlier is greater than or equal to the Initial Underlier Value, the Notes will be automatically called. Under these circumstances, investors will receive on the Call Settlement Date per $1,000 principal amount of Notes an amount equal to $1,000 plus the Contingent Coupon and any unpaid Contingent Coupons otherwise due. No further payments will be made on the Notes.
Call Observation Dates:	Quarterly, beginning approximately six months following the Trade Date
Call Settlement Date:	If the Notes are automatically called on any Call Observation Date, the Coupon Payment Date immediately following that Call Observation Date
Payment at Maturity:	If the Notes are not automatically called, investors will receive on the Maturity Date per $1,000 principal amount of Notes, in addition to any Contingent Coupon and any unpaid Contingent Coupons otherwise due: · If the Final Underlier Value is greater than or equal to the Barrier Value: $1,000 · If the Final Underlier Value is less than the Barrier Value, an amount equal to: $1,000 + ($1,000 × Underlier Return) If the Notes are not automatically called and the Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all of your principal amount at maturity.
Coupon Threshold and Barrier Value:	50% of the Initial Underlier Value
Underlier Return:	Final Underlier Value – Initial Underlier Value Initial Underlier Value
Initial Underlier Value:	The closing value of the Underlier on the Trade Date
Final Underlier Value:	The closing value of the Underlier on the Valuation Date

This document provides a summary of the terms of the Notes. Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus, as well as “Selected Risk Considerations” below, before making a decision to invest in the Notes:

https://www.sec.gov/Archives/edgar/data/1000275/000095010325007565/dp230362_424b2-us2702.htm

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 $892.00 and $942.00 per $1,000 principal amount of Notes and will be less than the public offering price of the Notes. We describe the determination of the initial estimated value in more detail in the accompanying preliminary pricing supplement.

 

 

 

 

 

 

 

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 “Selected Risk Considerations” section of the accompanying preliminary pricing supplement and 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.

 

· You May Lose a Portion or All of the Principal Amount at Maturity.

· You May Not Receive Any Contingent Coupons.

· You Will Not Participate in Any Appreciation of the Underlier, and Any Potential Return on the Notes Is Limited.

· The Notes Are Subject to an Automatic Call.

· 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.

· Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified.

· The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain.

· There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses.

· The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price.

· The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date.

· Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest.

· RBCCM’s Role as Calculation Agent May Create Conflicts of Interest.

· You Will Not Have Any Rights to the Underlier.

· Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event.

· Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments.

· Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated.

 

Royal Bank of Canada has filed a registration statement (including a product supplement, prospectus supplement and prospectus) with the SEC for the offering to which this document relates. Before you invest, you should read those documents and the other documents that we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent or any dealer participating in this offering will arrange to send you those documents if you so request by calling toll-free at 1-877-688-2301.

 

As used in this document, “Royal Bank of Canada,” “we,” “our” and “us” mean only Royal Bank of Canada. Capitalized terms used in this document without definition are as defined in the accompanying preliminary pricing supplement.

 

Registration Statement No. 333-275898; filed pursuant to Rule 433

 

 

FAQ

What coupon rate do the Goldman Sachs (GS) contingent notes pay?

The notes pay at least $15.875 per $1,000 (≥1.5875% quarterly, ≥6.35% p.a.) only when the S&P 500 closes at or above 70 % of its initial level on the observation date.

When can Goldman Sachs redeem the notes early?

GS may call the notes at 100 % of face value plus any due coupon on any quarterly payment date from August 2026 through May 2030.

How much principal protection do investors have?

At maturity a 30 % buffer applies; if the S&P 500 is ≥70 % of the initial level, full principal is repaid, otherwise investors lose proportionally to the index decline.

What is the estimated value compared with the issue price?

Goldman Sachs estimates the initial value at $850–$890 per $1,000 note, meaning investors pay a 11-15 % premium over model value.

Are the notes insured or FDIC-guaranteed?

No. They are senior unsecured obligations of GS Finance Corp. and are not insured by the FDIC or any government agency.