德意志银行美股招股说明书(2025-06-12版)

Deutsche Bank AG$5.00% Fixed Rate Callable Senior Debt Funding Notes due June 29, 2029 GeneralThe notes pay interest annually in arrears at a fixed rate per annum, as specified below. We may, in our sole ·discretion, redeem the notes in whole, but not in part, on the Optional Redemption Dates specified below. Allpayments on the notes, including interest payments and the repayment of principal at maturity, are subject to thecredit of the Issuer.·Unsecured, unsubordinated senior preferred obligations of Deutsche Bank AG due June 29, 2029·The notes are intended to qualify as eligible liabilities for the minimum requirement for own funds and eligibleliabilities of the Issuer.·Minimum denominations of $1,000 (the “Principal Amount”) and integral multiples in excess thereof·The notes are expected to price on or about June 26, 2025 (the “Trade Date”) and are expected to settle on orabout June 30, 2025 (the “Settlement Date”). Delivery of the notes in book-entry form only will be made throughThe Depository Trust Company (“DTC”).Key Terms 5.00%per annum, payable annually in arrears on each Interest Payment Date, based on anunadjusted 30/360 day count convention. Annually, on the 30thcalendar day of each June, commencing on June 30, 2026 to and includingJune 30, 2028, and on the Maturity Date, unless earlier redeemed. If any scheduled InterestPayment Date is not a business day, the interest will be paid on the first following day that is abusiness day. Notwithstanding the foregoing, such interest will be paid with the full force andeffect as if made on such scheduled Interest Payment Date, and no adjustment will be made tothe amount of interest to be paid. Optional Redemption:We have the right to redeem the notes in our sole discretion in whole, but not in part, on theOptional Redemption Dates, at 100% of the Principal Amount together with any accrued butunpaid interest by giving not less than 5 business days’ prior notice, subject to regulatoryapproval. Optional RedemptionDates:Semi-annually, on the 30thcalendar day of each June and December,commencing on June 30,2026and ending onDecember 30, 2028. Trade Date:On or about June 26, 2025Settlement Date:On or about June 30, 2025Maturity Date:June 29, 2029Listing:NoneCUSIP / ISIN:25161FJF6 / US25161FJF62 Investingin the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of theaccompanyingprospectus supplement and page 20 of the accompanying prospectus and“Selected RiskConsiderations”beginning on page PS–5 of this pricing supplement.By acquiring the notes,you will be bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure(as defined below)by the competent resolution authority,which may include the write downof all,or a portion,of any payment on the notes or the conversion of the notes into ordinary shares or otherinstruments of ownership.If any Resolution Measure becomes applicable to us,you may lose some or all of yourinvestmentin the notes.Please see“Resolution Measures”beginning on page 75 in the accompanyingprospectus and “Resolution Measures and Deemed Agreement”on page PS–2 of this pricing supplement formore information.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectussupplement or prospectus. Any representation to the contrary is a criminal offense.Discountsand (1)The price to public for an eligible institutional investor and an investor purchasing the notes in a fee-based advisory accountwill vary based on then-current market conditions and the negotiated price determined at the time of each sale; provided,however, the price to public for such investors will not be less than $992.60 per note and will not be more than $1,000 pernote. The price to public for such investors reflects a foregone selling concession with respect to such sales as describedbelow. (2)Deutsche Bank Securities Inc. (“DBSI”) will receive discounts and commissions of up to $30.00 per note, and from such agentdiscount will allow selected dealers a selling concession of up to $30.00 per note depending on market conditions that arerelevant to the value of the notes at the time an order to purchase the notes is submitted to DBSI. Dealers who purchase thenotes for sales to eligible institutional investors and fee-based advisory accounts may forgo some or all selling concessions.For more detailed information about discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts ofInterest)” in this pricing supplement.DeutscheBank Securities Inc.(“DBSI”),the agent for this offering,is our affiliate.For more information,see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.The notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or a