德意志银行美股招股说明书(2025-12-19版)

Deutsche Bank AG$5.50% Fixed Rate Callable Senior Debt Funding Notes due January 9, 2051 General The notes pay interest annually in arrears at a fixed rate per annum, as specified below. We may, in our solediscretion, 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 January 9, 2051 Key Terms on the Maturity Date or Optional Redemption Date, if applicable. If any scheduled InterestPayment Date is not a business day, the interest will be paid on the first following day that is abusiness day. Notwithstanding the foregoing, such interest will be paid with the full force andeffect as if made on such scheduled Interest Payment Date, and no adjustment will be made tothe amount of interest to be paid.We have the right to redeem the notes in our sole discretion in whole, but not in part, on the Optional 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 January and July, commencing on January 9,2030 and ending on July 9, 2050. Trade Date:On or about January 7, 2026Settlement Date:On or about January 9, 2026Maturity Date:January 9, 2051Listing:NoneCUSIP / ISIN:25161FK64 / US25161FK645Investingin 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 anyResolution 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 your Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe 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. (1)The price to public for an eligible institutional investor and an investor purchasing the notes in a fee-basedadvisory 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 $951.00 per note (2)Deutsche Bank Securities Inc. (“DBSI”) will receive discounts and commissions of up to $50.00 per note, and fromsuch 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 is January RESOLUTION MEASURES AND DEEMED AGREEMENT On May 15, 2014, the European Parliament and the Council of the European Union adopted a directive establishinga framework for the recovery and resolution of credit institutions and investment firms (Directive 2014/59/EU, as amendedthe “Bank Recovery and Resolution Directive” or the “BRRD”), which was implemented into German law by theGerman Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, or, as amended, the “Resolution Act”),which became effective on January 1, 2015. The BRRD and the Resolution Act provided national resolution authoritieswith a set of resolution powers to intervene in the event that a bank is failing or likely to fail and certain other conditionsare met. From January 1, 2016, the power to initiate Resolution Measures applicable to significant banking groups (suchas Deutsche Bank Group) in the European Banking Union was transferred to the European Single Resolution Board By acquiring the notes, you will be bound by and will be deemed irrevocably to consent to the provisions set forth inthe accompanying prospectus, which we have summarized below. Under the relevant resolution laws and regulations asapplicable to us from time to time, the notes may be subject to the powers exercised by the competent resolution authorityto: (i) write down, including to zero, any payment on the notes; (ii) convert the notes into ordinary shares of (a) the Issuer,(b) any group entity or (c) any bridge bank or other instruments of ownership of such entities qualifying as common equitytier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of such ordinary shares orinstruments); and/or (iii) apply any other resolution measure including, bu