您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:德意志银行美股招股说明书(2026-02-05版) - 发现报告

德意志银行美股招股说明书(2026-02-05版)

2026-02-05美股招股说明书E***
德意志银行美股招股说明书(2026-02-05版)

Pricing Supplement No. D9To prospectus supplement dated April 26, 2024 andprospectus dated April 26, 2024 Deutsche Bank AG$1,000,000,000 Fixed-to-Floating Rate Eligible Liabilities Senior Notes due February 6, 2032 General The Fixed-to-Floating Rate Eligible Liabilities Senior Notes due February 6, 2032 (the “notes”) pay interest semi-annually in arrears for the first five years at a rate of 4.725%per annum and, thereafter, at a variable rate perannum equal to Compounded SOFR (as defined below)plus1.135%. We may, in our sole discretion, redeem thenotes in whole, but not in part, on February 6, 2031. In addition, we may, in our sole discretion, redeem the notes Unsecured, unsubordinated senior non-preferred obligations of Deutsche Bank AG due February 6, 2032Minimum denominations of $150,000 and integral multiples of $1,000 (the “Principal Amount”) in excess thereofThe notes priced on February 3, 2026 (the “Trade Date”) and are expected to settle on February 6, 2026 (the Key Terms Deutsche Bank AG New York Branch100.00% Issuer:Issue Price:Aggregate Principal The aggregate principal amount of notes on the original issue date is $1,000,000,000.From, and including, the Settlement Date to, but excluding the Reset Date (the “Fixed RatePeriod”), the notes will bear interest at 4.725% per annum, payable semi-annually in arrears on From, and including, the Reset Date to, but excluding the Maturity Date (the “Floating RatePeriod”), the notes will bear interest equal to Compounded SOFRplusthe Spread, payablequarterlyin arrears on each Interest Payment Date,based on an Actual/360 day countconvention. In no case will the amount payable on any Interest Payment Date be less than zero. Compounded SOFR: Spread: (Key Terms continued on next page) Investingin the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of theaccompanyingprospectus supplement and page 20 of the accompanying prospectus and“Selected RiskConsiderations”beginning on page PS–6 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. In a German insolvency proceeding or in the event of the imposition of ResolutionMeasures with respect to the Issuer, certain specifically defined senior unsecured debt instruments, including thenotes,would rank junior to,without constituting subordinated debt,all other outstanding unsecured 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. DiscountsandCommissions(1)0.325%$3,250,000.00 Priceto Public100.00%$1,000,000,000.00 Proceeds to Us99.675%$996,750,000.00 Deutsche Bank Securities Inc. (“DBSI”), an agent for this offering, is our affiliate. For more information, see “SupplementalPlan of Distribution (Conflicts of Interest)” in this pricing supplement. The notes are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other U.S.or foreign governmental agency or instrumentality. Deutsche Bank Securities February 3, 2026 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 Boardwhich, based on the European Union regulation establishing uniform rules and a uniform procedure for the resolution of 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, i