加拿大皇家银行美股招股说明书(2025-07-15版)

of 14.00%. No further payments will be made on the Securities once they have been automatically called, and you will notparticipate in any appreciation of the Underlying if the Securities are automatically called. If the Securities are not automatically called and the Underlying Return (as defined below) is positive, we will repay the principal amount atmaturitypluspay a return equal to 1.4 (the “Upside Gearing”)timesthe Underlying Return. If the Securities are not automatically called and the Underlying Return is zero or negative, but the Final Underlying Value is greater than or equalto the Downside Threshold, we will repay the full principal amount at maturity. However, if the Securities are notautomatically called, the Underlying Return is negative and the Final Underlying Value is less than the DownsideThreshold, we will pay less than the full principal amount at maturity, if anything, resulting in a loss of principal amount thatis proportionate to the negative Underlying Return, and you will lose up to 100% of the principal amount.Investing in theSecurities involves significant risks. The Securities do not pay dividends or interest. You will lose a significant portion or allof your principal amount if the Securities are not automatically called and the Final Underlying Value is less than theDownside Threshold. The Upside Gearing and contingent repayment of principal apply only at maturity. Any payment onthe Securities, including any repayment of principal, is subject to our creditworthiness. If we default on our paymentobligations, you may not receive any amounts owed to you under the Securities and you could lose your entireinvestment. The Securities will not be listed on any securities exchange.Key Dates qDownside Exposure with Contingent Repayment of Principal atMaturity— If the Securities are not automatically called and the Underlying 1Subject to postponement. See“General Terms of the Notes— Return is zero or negative, but the Final Underlying Value is greater than orequal to the Downside Threshold, we will repay the full principal amount atmaturity. However, if the Securities are not automatically called, thePostponement of a DeterminationDate” and “General Terms of the Notes—Postponement of a Payment Date” maturity, if anything, resulting in a loss of principal amount that isproportionate to the negative Underlying Return. Accordingly, you may lose asignificant portion or all of the principal amount of the Securities. Any payment on the Securities, including any repayment of principal, is subject toour creditworthiness.NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBTINSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THESECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECTTHE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE A SIGNIFICANTPORTION OR ALL OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.Security OfferingWe are offering Trigger Autocallable GEARS Linked to the Common Stock of Apple Inc. The Securities will be issued inminimum denominations of $10, and integral multiples of $10 in excess thereof, with a minimum investment of $1,000.The Initial Underlying Value and Downside Threshold were determined and the Upside Gearing was set on the TradeUnderlyingCall Return Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or U.S.governmental agency or instrumentality. The Securities are not bail-inable notes and are not subject to conversion into our Commissions(1)Offering of the SecuritiesTotalPerSecurityTotalPerSecurityTotalSecuritySecurities Linked to the Common Stock of Apple$12,931,99$323,299.7$12,608,69 The initial estimated value of the Securities determined by us as of the Trade Date, which we refer to as the initialestimated value, is $9.76 per Security and is less than the public offering price of the Securities. The market value of theSecurities at any time will reflect many factors, cannot be predicted with accuracy and may be less than this amount. Wedescribe the determination of the initial estimated value in more detail below. We have not authorized anyone to provide any information or to make any representations other than those contained orincorporated by reference in this pricing supplement and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. These documents are anoffer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.The information contained in each such document is current only as of its date.If the information in this pricing supplement differs from the information contained in the documents listed below, youshould rely on the