德意志银行美股招股说明书(2025-08-20版)

Deutsche Bank AG$5.65% Fixed Rate Callable Senior Debt Funding Notes due September 9, 2050 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 September 9, 2050·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 September 5, 2025 (the “Trade Date”) and are expected to settle onor about September 9, 2025 (the “Settlement Date”). Delivery of the notes in book-entry form only will be madethrough The Depository Trust Company (“DTC”).Key Terms Issuer: Deutsche Bank AGIssue Price:100.00%Interest Rate:5.65%per annum, payable annually in arrears on each Interest Payment Date, based on anunadjusted 30/360 day count convention.Interest Payment Dates:Annually, on the 9th calendar day of each September, commencing on September 9, 2026 andending on the Maturity Date or Optional Redemption Date, if applicable. If any scheduledInterest Payment Date is not a business day, the interest will be paid on the first following daythat is a business day. Notwithstanding the foregoing, such interest will be paid with the full forceand effect as if made on such scheduled Interest Payment Date, and no adjustment will be madeto the 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 9th calendar day of each March and September,commencing onSeptember 9, 2029 and ending on March 9, 2050.Trade Date:On or about September 5, 2025Settlement Date:On or about September 9, 2025Maturity Date:September 9, 2050Listing:NoneCUSIP / ISIN:25161FDL9 / US25161FDL94Investingin the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of the accompanyingprospectus 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 Per NoteTotal(1)The price to public for an eligible institutional investor and an investor purchasing the notes in a fee-based advisory account will vary based on then-current market conditions and the negotiated price determined at thetime of each sale; provided, however, the price to public for such investors will not be less than $950.10 per noteand will not be more than $1,000 per note. The price to public for such investors reflects a foregone sellingconcession with respect to such sales as described below.(2)Deutsche Bank Securities Inc. (“DBSI”) will receive discounts and commissions of up to $50.00 per note, and from such agent discount will allow selected dealers a selling concession of up to $50.00 per note depending onmarket conditions that are relevant to the value of the notes at the time an order to purchase the notes issubmitted to DBSI. Dealers who purchase the notes for sales to eligible institutional investors and fee-based advisory accounts may forgo some or all selling concessions. For more detailed information about discounts andcommissions, please see “Supplemental Plan of Distribution (Conflicts of Interest)” 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 note