加拿大皇家银行美股招股说明书(2025-01-15版)

Maturity of approximately 14 months §2-to-1 upside exposure to increases in the S&P 500®Index (the “Market Measure”), subjectto a capped return of [7.50% to 11.50%] §1-to-1 downside exposure to decreases in the Market Measure beyond a 5.00% decline,with 95.00% of your principal at risk All payments occur at maturity and are subject to the credit risk of Royal Bank of Canada. No periodic interest payments §In addition to the underwriting discount set forth below, the notes include a hedging-relatedcharge of $0.05 per unit. See “Structuring the Notes.” Limited secondary market liquidity, with no exchange listing § §The notes are unsecured debt securities and are not savings accounts or insured depositsof a bank. The notes are not insured by the Canada Deposit Insurance Corporation, theU.S. Federal Deposit Insurance Corporation, or any other governmental agency of Canadaor the United States. The notes are being issued by Royal Bank of Canada (“RBC”). There are important differencesbetween the notes and a conventional debt security, including different investment risks andcertain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet andbeginning on page PS-7 of product supplement EQUITY LIRN-1. The initial estimated value of the notes as of the pricing date is expected to be between $9.13 and$9.63 per unit, which is less than the public offering price listed below.See “Summary” on thefollowing page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” below for additional information. The actual value of your notes at any time will reflect many factors andcannot be predicted with accuracy._________________________ None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or anyother regulatory body has approved or disapproved of these securities or determined if this NoteProspectus (as defined below) is truthful or complete. Any representation to the contrary is a criminaloffense._________________________ (1) For any purchase of 300,000 units or more in a single transaction by an individualinvestor or in combined transactions with the investor’s household in this offering, thepublic offering price and the underwriting discount will be $9.950 per unit and $0.125 perunit, respectively. See “Supplement to the Plan of Distribution” below. The notes: BofA SecuritiesJanuary, 2025 Capped Leveraged Index Return Notes® Linked to the S&P 500®Index, due March, 2026 Summary The Capped Leveraged Index Return Notes®Linked to the S&P 500®Index, due March, 2026 (the“notes”) are our senior unsecured debt securities. The notes are not insured by the Canada DepositInsurance Corporation or the U.S. Federal Deposit Insurance Corporation or secured by collateral.Thenotes will rank equally with all of our other unsecured and unsubordinated debt. Any paymentsdue on the notes, including any repayment of principal, will be subject to the credit risk of RBC. The notes are not bail-inable notes (as defined in the prospectus supplement). The notes provide you aleveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the S&P 500®Index (the “Market Measure”), is greater than the Starting Value. If the Ending Value is less than or equalto the Starting Value but greater than or equal to the Threshold Value, you will receive the principalamount of the notes. If the Ending Value is less than the Threshold Value, you will lose a portion, whichcould be significant, of the principal amount of your notes. Any payments on the notes will be calculatedbased on the $10 principal amount per unit and will depend on the performance of the Market Measure,subject to our credit risk. See “Terms of the Notes” below. The economic terms of the notes (including the Capped Value) are based on our internal funding rate,which is the rate we pay to borrow funds through the issuance of market-linked notes, and the economicterms of certain related hedging arrangements. Our internal funding rate is typically lower than the ratewe would pay when we issue conventional fixed or floating rate debt securities. This difference in fundingrate, as well as the underwriting discount and the hedging-related charge described below, reduce theeconomic terms of the notes to you and the price at which you may be able to sell the notes in anysecondary market. Due to these factors, the public offering price you pay to purchase the notes will begreater than the initial estimated value of the notes. On the cover page of this term sheet, we have provided the initial estimated value range for the notes.This initial estimated value range was determined based on our and our affiliates’ pricing models, whichtake into consideration our internal funding rate and the market prices for the hedging arrangementsrelated to the notes. The initial estimated value of the notes calculated on the pricing date will be set forthin the final term sheet made availabl