加拿大皇家银行美股招股说明书(2025-12-12版)

$14,344,730 Securities Linked to a Basket of Five Equity Indices due December 14, 2028 Investment DescriptionThe Buffer Autocallable GEARS (the “Securities”) are senior unsecured debt securities issued by Royal Bank of Canada linked to the performance of an unequally weighted basket (the “Basket”) of five equity indices (each, a “BasketUnderlying”), as listed below. We will automatically call the Securities early if the Basket Value (as defined below) on theCall Observation Date is greater than or equal to the Initial Basket Value. If the Securities are called, we will pay you theprincipal amount per Securityplusa return equal to the Call Return of 10.00%. No further payments will be made on theSecurities once they have been automatically called, and you will not participate in any appreciation of the Basket if theSecurities are automatically called. If the Securities are not automatically called and the Basket Return (as defined below)is positive, we will repay the principal amount at maturitypluspay a return equal to 1.70 (the “Upside Gearing”)timestheBasket Return. If the Securities are not automatically called and the Basket Return is zero or negative, but the FinalBasket Value is greater than or equal to the Downside Threshold, we will repay the full principal amount at maturity.However, if the Securities are not automatically called, the Basket Return is negative and the Final Basket Value is lessthan the Downside Threshold, we will pay less than the full principal amount at maturity and you will lose 1% of theprincipal amount of your Securities for every 1% decline in the value of the Basket over the term of the Securities inexcess of the Buffer, and you will lose up to 90% of the principal amount.Investing in the Securities involvessignificant risks. The Securities do not pay dividends or interest. You will lose some or a significant portion ofyour principal amount if the Securities are not automatically called and the Final Basket Value is less than theDownside Threshold. The Upside Gearing and buffered downside exposure of the Basket apply only at maturity.Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness. If wedefault on our payment obligations, you may not receive any amounts owed to you under the Securities and youcould lose your entire investment. The Securities will not be listed on any securities exchange.FeaturesKey Dates Call Return —We will automatically call the Securities and pay you an amountequal to the principal amountplusa return equal to the Call Return if the BasketValue on the Call Observation Date is greater than or equal to the Initial BasketValue. No further payments will be made on the Securities once they have beenautomatically called, and investors will not participate in any appreciation of theBasket if the Securities are automatically called.Enhanced Growth Potential —If the Securities are not automatically called and the Basket Return is positive, at maturity we will pay you the principalamountplusa return equal to the Upside Gearingtimesthe Basket Return.Downside Exposure with Contingent Repayment of Principal at Maturity — 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 HAVE THE DOWNSIDE MARKET RISK OF THE BASKET INEXCESS OF THE BUFFER. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT INPURCHASING OUR DEBT OBLIGATIONS. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOTUNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THESECURITIES.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT AND UNDER “RISK FACTORS” IN THE ACCOMPANYING PROSPECTUS,PROSPECTUS SUPPLEMENT AND PRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTSRELATING 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 SOME OR ASIGNIFICANT PORTION OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES.Security Offering We are offering Buffer Autocallable GEARS Linked to a Basket of Five Equity Indices. The Securities will be issued inminimum denominations of $10, and integral multiples of $10 in excess thereof, with a minimum investment of $1,000.Each Initial Basket Underlying Value was determined and the Upside Gearing was set on the Trade Date.Initial * With respect to each Basket Underlying, the closing value of that Basket Underlying on the Trade DateSee “Additional Information about Royal Bank of Canada and the Securities” in this pricing supplement. The Securities will have the terms specified in the prospectus dated December 20, 2023, the prospectus supplementdated December 20, 2023, the underlying supplement no. 1A dated May 16, 2024, the product supplement no. 1Bdated July 22,