德意志银行美股招股说明书(2025-12-30版)

RegistrationStatementNo.333-278331Rule 424(b)(2) Deutsche Bank AG$7,200,000 5.75% Fixed Rate Callable Senior Debt Funding Notes due December 31, 2045 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 December 31, 2045 Key Terms Issuer:Deutsche Bank AGIssue Price:100.00%Interest Rate:5.75% 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 last calendar day of each December, commencing on December 31, 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 last calendar day of each June and December, commencing on December31, 2027 and ending on June 30, 2045. Trade Date:December 29, 2025Settlement Date:December 31, 2025Maturity Date:December 31, 2045Listing:NoneCUSIP / ISIN:25161FR26 / US25161FR269Investingin 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 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 (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 $989.00 per noteand will not be more than $1,000 per note. The price to public for such investors reflects a foregone selling (2)Deutsche Bank Securities Inc. (“DBSI”) will receive discounts and commissions of up to $11.00 per note, and fromsuch agent discount will allow selected dealers a selling concession of up to $11.00 per note depending on marketconditions that are relevant to the value of the notes at the time an order to purchase the notes is submitted toDBSI. Dealers who purchase the notes for sales to eligible institutional investors and fee-based advisory accountsmay forgo some or all selling concessions. The per note discounts and commissions in the table above represents described above and the actual proceeds to the Issuer. 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. December 29, 2025 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 con