德意志银行美股招股说明书(2026-04-13版)

Deutsche Bank AG$1,000,000,000 Fixed-to-Floating Rate Eligible Liabilities Senior Notes due April 14, 2032 General The Fixed-to-Floating Rate Eligible Liabilities Senior Notes due April 14, 2032 (the “notes”) pay interest semi-annually in arrears for the first five years at a rate of 5.060%per annum and, thereafter, at a variable rate perannum equal to Compounded SOFR (as defined below)plus1.410%. We may, in our sole discretion, redeem thenotes in whole, but not in part, on April 14, 2031. In addition, we may, in our sole discretion, redeem the notes inwhole, but not in part, at any time if 25% or less of the aggregate principal amount of notes originally issuedremains outstanding at such time. All payments on the notes, including interest payments and the repayment ofprincipal at maturity, are subject to the credit of the Issuer.Unsecured, unsubordinated senior non-preferred obligations of Deutsche Bank AG due April 14, 2032 Minimum denominations of $150,000 and integral multiples of $1,000 (the “Principal Amount”) in excess thereofThe notes priced on April 9, 2026 (the “Trade Date”) and are expected to settle on April 14, 2026 (the “SettlementDate”). Delivery of the notes in book-entry form only will be made through The Depository Trust Company(“DTC”).Key Terms Issuer: Deutsche Bank AG New York Branch100.00% Issue Price:Aggregate PrincipalAmount:Interest Rate: From, and including, the Settlement Date to, but excluding the Reset Date (the “Fixed RatePeriod”), the notes will bear interest at 5.060% per annum, payable semi-annually in arrears oneach Interest Payment Date, based on a 30/360 day count convention.From, and including, the Reset Date to, but excluding the Maturity Date (the “Floating Rate Period”), 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.A compounded average of daily SOFR determined for each quarterly Interest Period during theFloating Rate Period in accordance with the specific formula described under “Description ofNotes—InterestRates—Secured Overnight Financing Rate(SOFR)”in the accompanyingprospectus supplement.1.410% 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 the accompanyingprospectus 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 any Resolution 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 unsecuredunsubordinated obligations of the Issuer, including some of the other senior debt securities issued by the Issuer,and would be satisfied only if all such other senior unsecured unsubordinated obligations of the Issuer havebeen paid in full. If any Resolution Measure becomes applicable to us,you may lose some or all of yourinvestmentin the notes.Please see“Resolution Measures”beginning on page 75 in the accompanyingprospectus and “Resolution Measures and Deemed Agreement” on page PS–3 of this pricing supplement formore information.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of 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)For more detailed information about discounts and commissions, please see “Supplemental Plan of Distribution(Conflicts of Interest)” in this pricing supplement.Deutsche Bank Securities Inc. (“DBSI”), an agent for this offering, is our affiliate. For more information, see “Supplemental Plan 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 Insurance Corporation or any other U.S.or foreign governmental agency or instrumentality.Deutsche Bank Securities April 9, 2026 (Key Terms continued from previous page)Interest Periods:With respect to the Fixed Rate Period, each period from, and including, an Interest PaymentDate (or the Settlement Date in the case of the first Interest Period during the Fixed Rate Period)to, but excluding, the following Interest