加拿大皇家银行美股招股说明书(2025-09-16版)

STRUCTURED INVESTMENTS Opportunities in U.S. EquitiesPLUS Based on the Performance of the S&P 500® Index due September 30, 2026 Performance Leveraged Upside SecuritiesSMPrincipal at Risk SecuritiesUnlike conventional debt securities, the Performance Leveraged Upside SecuritiesSM (the “PLUS”) do not pay interest and do notguarantee any return of principal at maturity. At maturity, if the final underlier value isgreater thanthe initial underlier value, investors willreceive the stated principal amount of their investment plus a return reflecting the leveraged upside performance of the underlier, subjectto the maximum payment at maturity. However, if the final underlier value isless thanthe initial underlier value, investors will lose 1% ofthe stated principal amount for every 1% that the final underlier value is less than the initial underlier value. Under these circumstances,the payment at maturity will be less than the stated principal amount and could be zero. Investors may lose their entire investment in thePLUS. The PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo currentincome and upside above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range ofpositive performance of the underlier. The PLUS are senior unsecured debt securities issued as part of Royal Bank of Canada’s SeniorGlobal Medium-Term Notes, Series J program. All payments on the PLUS are subject to the credit risk of Royal Bank of Canada.FINAL TERMS (1)RBCCM, acting as agent for Royal Bank of Canada, will receive a fee of $22.50 per PLUS and will pay to Morgan Stanley WealthManagement (“MSWM”) a fixed sales commission of $17.50 for each PLUS. See “Supplemental Plan of Distribution (Conflicts of Interest)”below.(2) Of the amount received by RBCCM, acting as agent for Royal Bank of Canada, RBCCM will pay MSWM a structuring fee of $5.00 foreach PLUS.* Subject to postponement. See “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes —Postponement of a Payment Date” in the accompanying product supplement.The initial estimated value of the PLUS determined by us as of the pricing date, which we refer to as the initial estimated value, is $976.11 per PLUS and is less than the public offering price of the PLUS. The market value of the PLUS at any time will reflectmany factors, cannot be predicted with accuracy and may be less than this amount. We describe the determination of the initialestimated value in more detail below.An investment in the PLUS involves certain risks. See “Risk Factors” beginning on page 5 of this document and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.You should read this document together with the documents listed below, each of which can be accessed via the hyperlinks below, before you decide to invest. Please also see “Additional Information about the PLUS” in this document. Prospectus datedDecember 20, 2023Prospectus Supplement datedDecember 20, 2023Underlying Supplement No. 1Adated May 16, 2024Product Supplement No. 1Bdated July 22, 2025None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the PLUS or passed upon the adequacy or accuracy of this document. Any representation to the contrary is acriminal offense. The PLUS will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal DepositInsurance Corporation or any other Canadian or U.S. governmental agency or instrumentality. The PLUS are not bail-inable notes and arenot subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act. PLUS Based on the Performance of the S&P 500®Index due September 30, 2026Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Investment Summary Performance Leveraged Upside SecuritiesSM Principal at Risk Securities The PLUS Based on the Performance of the S&P 500®Index due September 30, 2026 (the “PLUS”) can be used: §As an alternative to direct exposure to the underlier that enhances returns for a certain range of positive performance of theunderlier, subject to the maximum payment at maturity,§To enhance returns and potentially outperform the underlier in a moderately bullish scenario§To achieve similar levels of upside exposure to the underlier as a direct investment, subject to the maximum payment at maturity,while using fewer dollars by taking advantage of the leverage factor Approximately 12.5 months200%$1,113.00 per PLUS (111.30% of the stated principal amount)None. Investors may lose their entire initial investment in the PLUS.None Maturity: Leverage factor:Maximum payment at maturity:Minimum payment at maturity:Interest: Key Investment Rationale Investors may lose their entire investment in the PLUS.