加拿大皇家银行美股招股说明书(2025-04-28版)

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 price predicted with accuracy._ approved 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. Per UnitTotal Underwriting discount(1) (1)The public offering price and the underwriting discount for an aggregate of 300,000 units purchased by an individualinvestor or in combined transactions with the investor’s household of 300,000 units or more is $9.95 per unit and $0.15 perunit, respectively. See “Supplement to the Plan of Distribution” below. 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 will lose 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. Our Approximately two yearsThe Invesco S&P 500® $150.92 (90.00% of the Starting Value, roundedto two decimal places) Participation200%$11.771 per unit, which represents a return of 17.71 over the principal amountApril 21, 2027, April 22, 2027, April 23, 2027,April 26, 2027 and April 27, 2027The underwriting discount of $0.20 per unit listedon the cover page and a hedging-related chargeof $0.05 per unit described in “Structuring theNotes” below https://www.sec.gov/Archives/edgar/data/1000275/000114036123059833/ef20017525_424b5.htm You are willing to forgo the interest payments that are paidon conventional interest-bearing debt securities.You are willing to forgo dividends and other benefits of You are willing to accept a limited or no market for sales the notes, if any, will be affected by various factors,including our actual and perceived creditworthiness, ourinternal funding rate and fees and charges on the notes. You are willing to assume our credit risk, as issuer of the Redemption Amount.We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes. Capped Leveraged Index Return Notes® MaturityCapped Leveraged Index Return Notes®This graph reflects the returns on the notes, based on theParticipation Rate of 200%, the Threshold Value of 90.00% return will depend on the actual Starting Value, Threshold Value, Ending Value and whether you hold the notes tomaturity.The following examples do not take into account any tax consequences from investing in the notes. For recent actual prices of the Market Measure, see “The Market Measure” section below. The Ending Value will not include any Percentage Changefrom the Starting 0.00-100.00%25.00-75.00%50.00-50.00% $11.000$11.771(3) Example 1The Ending Value is 50.00, or 50.00% of the Starting Value: = $6.00Redemption Amount per unit = $10.00, the principal amount, since the Ending Value is less than the Starting Value but equal to or The Ending Value is 130.00, or 130.00% of the Starting Value: Starting Value: 100.00Threshold Value: 90.00Ending Value: 130.00 Capped Leveraged Index Return Notes® Valuation- and Market-related RisksThe initial estimated value of the notes is only an estimate, determined as of a particular point in time by reference to our The public offering price you pay for the notes exceeds the initial estimated value. If you attempt to sell the notes prior to is due to, among other things, changes in the value of the Market Measure, our internal funding rate and the inclusion inthe public offering price of the u