德意志银行美股招股说明书(2025-10-31版)

Rule 424(b)(2) (To Underlying Supplement No.1 dated April 26, 2024,Product Supplement B dated April 26, 2024,Prospectus Supplement dated April 26, 2024and Prospectus dated April 26, 2024)Deutsche Bank AGTrigger Autocallable GEARS Linked to the Russell 2000® Index due on or about November 15, 2030 Investment DescriptionThe Trigger Autocallable GEARS (the “Securities”) are unsecured and unsubordinated obligations of Deutsche Bank AG (the “Issuer”) with returns linked to the performance of the Russell 2000®Index (the “Underlying”).If the Closing Value ofthe Underlying on the Observation Date is greater than or equal to the Autocall Barrier, the Securities will be automaticallycalled, and the Issuer will pay you a Call Price equal to the Face Amount of the Securities plus a Call Return. No furtherpayments will be made on the Securities once they have been automatically called, and you will not participate in anyappreciation of the Underlying if the Securities are automatically called.If the Securities are not automatically called andthe Underlying Return is positive, the Issuer will pay the Face Amount of the Securities at maturity plus a return equal tothe Underlying Return multiplied by the Upside Gearing. The Upside Gearing will be set on the Trade Date. If theUnderlying Return is zero or negative but the Final Underlying Value is greater than or equal to the Downside Threshold,the Issuer will repay the Face Amount of the Securities at maturity. However, if the Final Underlying Value is less than theDownside Threshold, the Issuer will pay you a cash payment at maturity that is less than the Face Amount, if anything,resulting in a percentage loss on the Face Amount of the Securities equal to the negative Underlying Return. In this case,you will have full downside exposure to the Underlying from the Initial Underlying Value to the Final Underlying Value, andwill lose a significant portion, and possibly all, of your initial investment.Investing in the Securities involves significantrisks. You may lose a significant portion or all of your initial investment. You will not receive any interestpayments or dividends on the securities included in the Underlying. The Final Underlying Value is observedrelative to the Downside Threshold only on the Final Valuation Date, and the contingent repayment of principalfeature applies only if you hold the Securities to maturity. Generally, the higher the Call Return on a Security, thegreater the risk of loss on that Security. Any payment on the Securities, including any payment of the FaceAmount at maturity, is subject to the credit of Deutsche Bank AG. If Deutsche Bank AG were to default on itspayment obligations or become subject to a resolution measure, you might not receive any amounts owed to youunder the Securities and you could lose your entire investment.Features1 qAutomatic Call:If the Closing Value of the Underlying onthe Observation Date is greater than or equal to theAutocall Barrier, the Securities will be automatically called,and the Issuer will pay you a Call Price equal to the FaceAmount of the Securities plus a Call Return. No furtherpayments will be made on the Securities once they havebeen automatically called, and you will not participate inany appreciation of the Underlying if the Securities areautomatically called.qEnhanced Growth Potential:If the Securities are not automatically called and the Underlying Return is positive,the Issuer will pay the Face Amount of the Securities atmaturity plus a return equal to the Underlying Returnmultiplied by the Upside Gearing. The Upside Gearingfeature will provide leveraged exposure to positiveperformance, if any, of the Underlying.qDownside Exposure with Contingent Repayment of Principal at Maturity:If the Securities are notautomatically called and the Underlying Return is zero ornegative but the Final Underlying Value is greater than orequal to the Downside Threshold, the Issuer will repay theFace Amount at maturity. However, if the Final UnderlyingValue is less than the Downside Threshold, the Issuer willrepay less than the Face Amount at maturity, if anything,resulting in a percentage loss on your investment equal tothe negative Underlying Return. You may lose a significantportion or all of your initial investment. Any payment on theSecurities, including any payment of the Face Amount atmaturity, is subject to the credit of Deutsche Bank AG.Notice to investors: The Securities are significantly riskier than conventional debt instruments. The Issuer is not necessarily obligated to repay the full Face Amount of the Securities at maturity, and the Securities may have thefull downside market risk of the Underlying. This market risk is in addition to the credit risk inherent inpurchasing a debt obligation of the Issuer. You should not purchase the Securities if you do not understand orare not comfortable with the significant risks involved in investing in the Securities.You should carefully consider the risks de