加拿大皇家银行美股招股说明书(2025-07-24版)

greater than or equal to the Coupon Barrier. Otherwise, no coupon will be paid for that quarter. We will automatically callthe Notes early if the closing value of the Underlying on any quarterly Call Observation Date is greater than or equal to the Initial Underlying Value. If the Notes are called, we will pay you the principal amount of your Notes plus the Contingent Coupon for the applicable quarter, and no further amounts will be owed to you under the Notes. If the Notes are not calledprior to maturity and the Final Underlying Value is greater than or equal to the Downside Threshold (which is the same value as the Coupon Barrier), we will pay you a cash payment at maturity equal to the principal amount of your Notes plusthe Contingent Coupon for the final quarter. However, if the Notes are not called prior to maturity and the Final UnderlyingValue is less than the Downside Threshold, we will pay you less than the full principal amount at maturity, if anything,resulting in a loss of principal amount that is proportionate to the negative Underlying Return, and you will lose up to 100%of the principal amount.Investing in the Notes involves significant risks. You will not receive a coupon for anyCoupon Observation Date on which the Underlying closes below the Coupon Barrier. The Notes will not beautomatically called if the Underlying closes below the Initial Underlying Value on a quarterly Call ObservationDate. You will lose a significant portion or all of your principal amount if the Notes are not called and the FinalUnderlying Value is less than the Downside Threshold. The contingent repayment of principal applies only atmaturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss. Any paymenton the Notes, including any repayment of principal, is subject to our creditworthiness. If we default on ourpayment obligations, you may not receive any amounts owed to you under the Notes and you could lose your Maturity— If by maturity the Notes have not been called and the FinalUnderlying Value is greater than or equal to the Downside Threshold, a Determination Date” and “GeneralTerms of the Notes—Postponement of we will repay the full principal amount at maturity. However, if bymaturity the Notes have not been called and the Final Underlying Valuea Payment Date” in the accompanyingproduct supplement. principal amount at maturity, if anything, resulting in a loss of principalamount that is proportionate to the negative Underlying Return.Accordingly, you may lose a significant portion or all of the principalamount of the Notes. Any payment on the Notes, including any NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBTINSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE Price to PublicFees andCommissions(1)Proceeds to UsOffering of the NotesTotalPer NoteTotalPer NoteTotalPer NoteNotes Linked to the Common Stock of•$10.00•$0.15•$9.85 The initial estimated value of the Notes determined by us as of the Trade Date, which we refer to as the initial estimatedvalue, is expected to be between $9.29 and $9.79 per Note and will be less than the public offering price of the Notes. Thefinal pricing supplement relating to the Notes will set forth the initial estimated value. The market value of the Notes at anytime will reflect many factors, cannot be predicted with accuracy and may be less than this amount. We describe the changes in connection with your purchase. You may also choose to reject such changes, in which case we may rejectyour offer to purchase.You should read this pricing supplement together with the prospectus dated December 20, 2023, as supplemented by the correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or othereducational materials of ours. offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Theinformation 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 information in this pricing supplement. urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.You may access these documents on the SEC website at www.sec.gov as follows (or if such address haschanged, by reviewing our filings for the relevant date on the SEC website):Prospectus dated December 20, 2023: Product Supplement No. 1A dated May 16, 2024:https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm 2 You fully understand the risks inherent in aninvestment in the Notes, including the risk of loss of your entire initial investment.You can tolerate the loss of a significant portion or allyour entire initial investment.¨You cannot tolerate the loss of a significant portion or will