加拿大皇家银行美股招股说明书(2025-04-28版)

1-to-1 downside exposure to decreases in the Market Measure beyond a 10.00% decline, with 90.00% of your principal atrisk §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-related charge 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 deposits of a bank. The notes are notinsured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any othergovernmental agency of Canada or the United States. The notes are being issued by Royal Bank of Canada (“RBC”). There are important differences between the notes and aconventional debt security, including different investment risks and certain additional costs. See “Risk Factors”beginning on page TS-6 of this term sheet and beginning on page PS-7 of product supplement EQUITY LIRN-1. The initial estimated value of the notes as of the pricing date is $9.71 per unit, which is less than the public offering pricelisted below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuringthe Notes” below for additional information. The actual value of your notes at any time will reflect many factors and cannot be None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The notes: Capped Leveraged Index Return NotesLinked to the Invesco S&P 500® Summary The Capped Leveraged Index Return Notes® Linked to the Invesco S&P 500®Equal Weight ETF, due April 30, 2027 (the “notes”)are our senior unsecured debt securities. The notes are not insured by the Canada Deposit Insurance Corporation or the U.S.Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally with all of our other unsecuredand unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the The notes are not bail-inable notes (as defined in the prospectus supplement). The notes provide you a leveraged return, subjectto a cap, if the Ending Value of the Market Measure, which is the Invesco S&P 500® Equal Weight ETF (the “Market Measure”), isgreater than the Starting Value. If the Ending Value is less than or equal to the Starting Value but greater than or equal to theThreshold Value, you will receive the principal amount of the notes. If the Ending Value is less than the Threshold Value, you willlose a portion, which could be significant, of the principal amount of your notes. Any payments on the notes will be calculated The economic terms of the notes (including the Capped Value) are based on our internal funding rate, which is the rate we pay toborrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Ourinternal funding rate is typically lower than the rate we would pay when we issue conventional fixed or floating rate debt securities.This difference in funding rate, as well as the underwriting discount and the hedging-related charge described below, reduce the On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated value wasdetermined based on our and our affiliates’ pricing models, which take into consideration our internal funding rate and the marketprices for the hedging arrangements related to the notes. For more information about the initial estimated value and the structuring Redemption Amount Determination Terms of the Notes On the maturity date, you will receive a cash payment per unitdetermined as follows: Issuer:Royal Bank of Canada (“RBC”)PrincipalAmount:$10.00 per unitTerm:Approximately two yearsMarketMeasure:The Invesco S&P 500®(Bloomberg symbol: “RSP”) StartingValue:$167.69EndingThe average of the Closing Market Prices of the Value:Market Measuretimesthe Price Multiplier on each calculation day occurring during theMaturity Valuation Period. The scheduled calculation days are subject to postponement in the event of Market Disruption Events, as described beginning on page PS-23 of product Capped Leveraged Index Return NotesLinked to the Invesco S&P 500®Equal Weight ETF, due April 30, 2027 §Product supplement EQUITY LIRN-1 dated December 27, 2023:https://www.sec.gov/Archives/edgar/data/1000275/000114036123059833/ef20017525_424b5.htm §Series J MTN prospectus supplement dated December 20, 2023:https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm §Prospectus dated December 20, 2023:https://www.sec.gov/Archives/ed