加拿大皇家银行美股招股说明书(2026-01-21版)

3-to-1 upside exposure to increases in the Class A common stock of Meta Platforms, Inc. (the “Market Measure”),subject to a capped return of [29.00% to 33.00%] 1-to-1 downside exposure to decreases in the Market Measure, with 100% of your principal at risk All payments occur at maturity and are subject to the credit risk of Royal Bank of Canada. No periodic interest payments In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit.See “Structuring the Notes.” Limited secondary market liquidity, with no exchange listing The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes arenot insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or anyother governmental agency of Canada or the United States. The notes are being issued by Royal Bank of Canada (“RBC”). There are important differences between the notesand a conventional debt security, including different investment risks and certain additional costs. See “RiskFactors” beginning on page TS-6 of this term sheet and beginning on page PS-6 of product supplement STOCK The initial estimated value of the notes as of the pricing date is expected to be between $9.05 and $9.55 per unit,which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors”beginning on page TS-6 of this term sheet and “Structuring the Notes” below for additional information. The actual value ofyour notes at any time will reflect many factors and cannot be predicted with accuracy. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatorybody has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthfulor complete. Any representation to the contrary is a criminal offense. BofA SecuritiesJanuary Summary The Accelerated Return Notes® Linked to the Class A Common Stock of Meta Platforms, Inc., due March, 2027 (the“notes”) are our senior unsecured debt securities. The notes are not insured by the Canada Deposit InsuranceCorporation or the U.S. Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally withall of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of The notes are not bail-inable notes (as defined in the prospectus supplement). The notes provide you a leveraged return,subject to a cap, if the Ending Value of the Market Measure, which is the Class A common stock of Meta Platforms, Inc.(the “Market Measure”), is greater than the Starting Value. If the Ending Value is less than the Starting Value, you will loseall or a portion of the principal amount of your notes. Any payments on the notes will be calculated based on the $10 The economic terms of the notes (including the Capped Value) are based on our internal funding rate, which is the rate wepay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedgingarrangements. Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed orfloating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging-related On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This initialestimated value range was determined based on our and our affiliates’ pricing models, which take into consideration ourinternal funding rate and the market prices for the hedging arrangements related to the notes. The initial estimated value Terms of the Notes Redemption Amount Determination Issuer:Royal Bank of Canada (“RBC”)Principal Amount:$10.00 per unitTerm:Approximately 14 monthsMarket Measure:The Class A common stock of MetaPlatforms, Inc. (Nasdaq symbol: “META”)Starting Value:The Closing Market Price of the MarketMeasure on the pricing dateEnding Value:The Closing Market Price of the MarketMeasure on the Calculation Daytimesthe Price Multiplier on the CalculationDay. The scheduled Calculation Day issubject to postponement in the event ofMarket Disruption Events, as describedbeginning on page PS-19 of productsupplement STOCK ARN-1.Price Multiplier:1, subject to adjustment for certaincorporate events relating to the Market On the maturity date, you will receive a cash payment perunit determined as follows: Accelerated Return NotesLinked to the Class A Common Stock of Meta Platforms, Inc., due March The terms and risks of the notes are contained in this term sheet and in the following: Product supplement STOCK ARN-1 dated December 27, 2023:https://www.sec.gov/Archives/edgar/data/1000275/000114036123059836/ef20017524_424b5.htm Series J MTN prospectus supplement dated December 20, 2023:https://www.sec.gov/Archives/edgar/data/1000275/00011