加拿大皇家银行美股招股说明书(2026-05-12版)

Royal Bank of Canada Trigger Autocallable Contingent Yield Notes$• Notes Linked to the Common Stock of Thermo Fisher Scientific Inc. due on or about May 20, 2027 Investment Description FeaturesThe Trigger Autocallable Contingent Yield Notes (the “Notes”) are senior unsecured debt securities issued by Royal Bankof Canada linked to the performance of the common stock of Thermo Fisher Scientific Inc. (the “Underlying”). We will paya quarterly Contingent Coupon payment if the closing value of the Underlying on the applicable Coupon Observation Dateis greater than or equal to the Coupon Barrier. Otherwise, no coupon will be paid for that quarter. We will automatically callthe Notes early if the closing value of the Underlying on any quarterly Call Observation Date is greater than or equal to theInitial Underlying Value. If the Notes are called, we will pay you the principal amount of your Notes plus the ContingentCoupon for the applicable quarter, and no further amounts will be owed to you under the Notes. If the Notes are not calledprior to maturity and the Final Underlying Value is greater than or equal to the Downside Threshold (which is the samevalue as the Coupon Barrier), we will pay you a cash payment at maturity equal to the principal amount of your Notesplusthe Contingent Coupon for the final quarter. However, if the Notes are not called prior to maturity and the Final UnderlyingValue is less than the Downside Threshold, we will deliver to you a number of shares of the Underlying equal to theprincipal amount per Notedivided bythe Initial Underlying Value (the “Share Delivery Amount”) for each of your Notes,which shares will likely be worth significantly less than your principal amount and may have no value at all.Investing inthe Notes involves significant risks. You will not receive a coupon for any Coupon Observation Date on which theUnderlying closes below the Coupon Barrier. The Notes will not be automatically called if the Underlying closesbelow the Initial Underlying Value on a quarterly Call Observation Date. You will likely lose a significant portion orall of your principal amount if the Notes are not called and the Final Underlying Value is less than the DownsideThreshold. The contingent repayment of principal applies only at maturity. Generally, the higher the ContingentCoupon Rate on a Note, the greater the risk of loss. Any payment on the Notes, including any repayment ofprincipal, is subject to our creditworthiness. If we default on our payment obligations, you may not receive anyamounts owed to you under the Notes and you could lose your entire investment. The Notes will not be listed onany securities exchange. Contingent Coupon— We will pay a quarterly Contingent Coupon payment if the closing value of the Underlyingon the applicable Coupon Observation Date is greater than or equal to the Coupon Barrier. Otherwise, no couponwill be paid for the quarter.Automatically Callable— We will automatically call the Notes and pay you the principal amount of your Notes plus the Contingent Coupon otherwise due for the applicable quarter if the closing value of the Underlying on anyquarterly Call Observation Date is greater than or equal to the Initial Underlying Value. If the Notes are not called,investors will have the potential for downside equity market risk at maturity.Downside Exposure with Contingent Repayment of Principal at Maturity— If by maturity the Notes have not been called and the Final Underlying Value is greater than or equal to the Downside Threshold, we will repay thefull principal amount at maturity. However, if by maturity the Notes have not been called and the Final UnderlyingValue is less than the Downside Threshold, at maturity, we will deliver to you a number of shares of the Underlyingequal to the Share Delivery Amount for each of your Notes, which shares will likely be worth significantly less thanthe principal amount of the Notes and may have no value at all. Accordingly, you may lose a significant portion orall of the principal amount of the Notes. Any payment on the Notes, including any repayment of principal, is subjectto our creditworthiness. Key Dates 1Subject to postponement. See “General Terms of the Notes—Postponement of a Determination Date” and “GeneralTerms of the Notes—Postponement of a Payment Date” in the accompanying product supplement. NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBTINSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THENOTES AT MATURITY, AND THE NOTES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBTOBLIGATIONS. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOTCOMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 6 OFTHIS PRICING SUPPLEMENT AND UNDER “RISK F