加拿大皇家银行美股招股说明书(2025-05-19版)

STEP Income Securities®Linked to the CommonStock of The Goldman Sachs Group, Inc. ·Maturity of approximately one year and one week ·Interest payable quarterly at the rate of 11.00% per year ·If the Ending Value is greater than or equal to 111.00% of the Starting Value, a payment of $0.305 per unit ·1-to-1 downside exposure to decreases in the Common Stock of The Goldman Sachs Group, Inc. (the “MarketMeasure”), with 100% of your principal at risk ·All payments are subject to the credit risk of Royal Bank of Canada ·In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 perunit. 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 arenot insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or anyother governmental agency of Canada or the United States. The notes are being issued by Royal Bank of Canada (“RBC”). There are important differences between the notesand a conventional debt security, including different investment risks and certain additional costs. See “RiskFactors” on page TS-6 of this term sheet and beginning on page PS-7 of product supplement STEPS-1. The initial estimated value of the notes as of the pricing date is $9.77 per unit, which is less than the publicoffering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this termsheet and “Structuring the Notes” below for additional information. The actual value of your notes at any time will reflect None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatorybody has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthfulor complete. Any representation to the contrary is a criminal offense. Public offering price(1)Underwriting discountProceeds, before expenses, to RBC (1)Plus accrued interest from the scheduled settlement date, if settlement occurs after that date. BofA SecuritiesMay 15, 2025 Summary TheSTEPIncomeSecurities®“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 withall of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment ofprincipal, 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 quarterly interestpayments. Additionally, if the Ending Value of the Market Measure, which is the common stock of The Goldman SachsGroup, Inc. (the “Market Measure”), is greater than or equal to the Step Level, you will receive a payment of $0.305 perunit at maturity.If the Ending Value is less than the Step Level but greater than or equal to the Threshold Value, you will The economic terms of the notes (including the Step Payment) are based on our internal funding rate, which is the rate wepay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedgingarrangements.Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed orfloating rate debt securities.This difference in funding rate, as well as the underwriting discount and the hedging-related On the cover page of this term sheet, we have provided the initial estimated value for the notes.This initial estimatedvalue was determined based on our and our affiliates’ pricing models, which take into consideration our internal fundingrate and the market prices for the hedging arrangements related to the notes.For more information about the initial Redemption Amount Determination Terms of the Notes In addition to interest payable, on the maturity date, you willreceive a cash payment per unit determined as follows: Issuer:Royal Bank of Canada (“RBC”)PrincipalAmount:$10.00 per unitTerm:Approximately one year and oneweekMarketMeasure:Common stock of The GoldmanSachs Group, Inc. (the“Underlying Company”) (NYSEsymbol: “GS”)StartingValue:$615.90EndingValue:The Closing Market Price of theMarket Measure on the valuationdate, multiplied by the PriceMultiplier. The valuation date issubject to postponement in theevent of Market DisruptionEvents, as described beginningon page PS-21 of productsupplement STEPS-1. STEPIncomeSecuritiesLinked to the Common Stock of The Goldman Sachs Group, Inc., due May 29, 2026 The terms and risks of the notes are contained in this term sheet and in the following: §Product supplement STEPS-1 dated January 25, 2024:https://www.sec.gov/Archives/edgar/data/1000275/000114036124003902/ef20019265_424b5.htm §Series J MTN prospectus supplement dated December 20, 2023