|
Registration
Statement No. 333-275898
Filed
Pursuant to Rule 424(b)(2)
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The
information in this preliminary pricing supplement is not complete and may be changed. |
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|
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Preliminary Pricing Supplement
Subject to Completion: Dated December 2, 2024
Pricing Supplement dated
December __, 2024 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023, the Underlying Supplement
No. 1A dated May 16, 2024 and the Product Supplement No. 1A dated May 16, 2024
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|
$
Barrier Digital Notes
Linked to the Least Performing of Three Underliers,
Due December 24, 2029
Royal Bank of Canada |
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|
|
Royal
Bank of Canada is offering Barrier Digital Notes (the “Notes”) linked to the performance of the least performing of the Russell
2000® Index, the S&P 500® Index and the EURO STOXX 50® Index (each, an “Underlier”).
| · | Enhanced
Return Potential with a Digital Return — If the Final Underlier Value of the Least
Performing Underlier is greater than or equal to its Initial Underlier Value, at maturity,
investors will receive a return equal to the greater of (a) the Underlier Return of the Least
Performing Underlier and (b) the Digital Return of at least 65% (to be determined on the
Trade Date). |
| · | Contingent
Return of Principal at Maturity — If the Final Underlier Value of the Least Performing
Underlier is less than its Initial Underlier Value, but is greater than or equal to its Barrier
Value (70% of its Initial Underlier Value), at maturity, investors will receive the principal
amount of their Notes. If the Final Underlier Value of the Least Performing Underlier is
less than its Barrier Value, at maturity, investors will lose 1% of the principal amount
of their Notes for each 1% that the Final Underlier Value of the Least Performing Underlier
is less than its Initial Underlier Value. |
| · | The
Notes do not pay interest. |
| · | Any
payments on the Notes are subject to our credit risk. |
| · | The
Notes will not be listed on any securities exchange. |
CUSIP:
78017KAR3
Investing
in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-7 of this pricing supplement
and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.
None
of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved
or disapproved of the Notes or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is
a criminal offense. The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are
not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
|
Per Note |
Total |
Price to public(1) |
100.00% |
$ |
Underwriting discounts and commissions(1) |
4.00% |
$ |
Proceeds to Royal Bank of Canada |
96.00% |
$ |
(1) We or one of our affiliates may
pay varying selling concessions of up to $40.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes
to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo
some or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these
accounts may be between $960.00 and $1,000.00 per $1,000 principal amount of Notes. In addition, we or one of our affiliates may pay
a broker-dealer that is not affiliated with us a referral fee of up to $5.00 per $1,000 principal amount of Notes. See “Supplemental
Plan of Distribution (Conflicts of Interest)” below.
The initial estimated value of the Notes determined
by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $880.00 and $930.00 per $1,000
principal amount of Notes and will be less than the public offering price of the Notes. The final pricing supplement relating to the Notes
will set forth the initial estimated value. The market value of the Notes at any time will reflect many factors, cannot be predicted with
accuracy and may be less than this amount. We describe the determination of the initial estimated value in more detail below.
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
KEY TERMS
The
information in this “Key Terms” section is qualified by any more detailed information set forth in this pricing supplement
and in the accompanying prospectus, prospectus supplement, underlying supplement and product supplement.
Issuer: |
Royal Bank of Canada |
Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Underliers: |
The Russell 2000® Index (the “RTY Index”), the S&P 500® Index (the “SPX Index”) and the EURO STOXX 50® Index (the “SX5E Index”) |
|
Underlier |
Bloomberg Ticker |
Initial Underlier Value(1) |
Barrier Value(2) |
|
RTY Index |
RTY |
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|
|
SPX Index |
SPX |
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|
|
SX5E Index |
SX5E |
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|
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(1)
With respect to each Underlier, the closing value of that Underlier on the Trade Date |
|
(2)
With respect to each Underlier, 70% of its Initial Underlier Value (rounded to three decimal places for the RTY Index and rounded
to two decimal places for the SPX Index and the SX5E Index) |
Trade Date: |
December 19, 2024 |
Issue Date: |
December 24, 2024 |
Valuation Date:* |
December 19, 2029 |
Maturity Date:* |
December 24, 2029 |
Payment at Maturity: |
Investors will receive on the Maturity Date
per $1,000 principal amount of Notes:
· If
the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Initial Underlier Value, an
amount equal to:
$1,000 + ($1,000 × the greater of (a)
Underlier Return of the Least Performing Underlier and (b) Digital Return)
· If
the Final Underlier Value of the Least Performing Underlier is less than its Initial Underlier Value, but is greater
than or equal to its Barrier Value: $1,000
· If
the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, an amount equal to:
$1,000 + ($1,000 × Underlier Return of
the Least Performing Underlier)
If the Final Underlier Value of the Least
Performing Underlier is less than its Barrier Value, you will lose a substantial portion or all of your principal amount at maturity.
All payments on the Notes are subject to our credit risk. |
Digital Return: |
At least 65%, to be determined on the Trade Date |
Underlier Return: |
With respect to each Underlier, the Underlier
Return, expressed as a percentage, is calculated using the following formula:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
Final Underlier Value: |
With respect to each Underlier, the closing value of that Underlier on the Valuation Date |
P-2 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
Least Performing Underlier: |
The Underlier with the lowest Underlier Return |
Calculation Agent: |
RBCCM |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
P-3 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
ADDITIONAL TERMS OF YOUR NOTES
You
should read this pricing supplement together with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement
dated December 20, 2023, relating to our Senior Global Medium-Term Notes, Series J, of which the Notes are a part, the underlying supplement
no. 1A dated May 16, 2024 and the product supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents,
contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials,
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact
sheets, brochures or other educational materials of ours.
We
have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference
in this pricing supplement and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. These documents are an offer to sell only the Notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in each such document is current only as of
its date.
If
the information in this pricing supplement differs from the information contained in the documents listed below, you should rely on the
information in this pricing supplement.
You
should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement
and “Risk Factors” in the documents listed below, as the Notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.
You
may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for
the relevant date on the SEC website):
| · | Prospectus
dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus
Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Underlying
Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm
| · | Product
Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our
Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the
“Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.
P-4 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
HYPOTHETICAL RETURNS
The
table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Least Performing
Underlier, based on its Barrier Value of 70% of its Initial Underlier Value and a hypothetical Digital Return of 65% (the actual Digital
Return will be determined on the Trade Date). The table and examples are only for illustrative purposes and may not show the actual return
applicable to investors.
Hypothetical Underlier Return of the Least Performing Underlier |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
90.00% |
$1,900.00 |
190.000% |
80.00% |
$1,800.00 |
180.000% |
70.00% |
$1,700.00 |
170.000% |
65.00% |
$1,650.00 |
165.000% |
60.00% |
$1,650.00 |
165.000% |
50.00% |
$1,650.00 |
165.000% |
40.00% |
$1,650.00 |
165.000% |
30.00% |
$1,650.00 |
165.000% |
20.00% |
$1,650.00 |
165.000% |
10.00% |
$1,650.00 |
165.000% |
5.00% |
$1,650.00 |
165.000% |
2.00% |
$1,650.00 |
165.000% |
0.00% |
$1,650.00 |
165.000% |
-0.01% |
$1,000.00 |
100.000% |
-5.00% |
$1,000.00 |
100.000% |
-10.00% |
$1,000.00 |
100.000% |
-20.00% |
$1,000.00 |
100.000% |
-30.00% |
$1,000.00 |
100.000% |
-30.01% |
$699.90 |
69.990% |
-40.00% |
$600.00 |
60.000% |
-50.00% |
$500.00 |
50.000% |
-60.00% |
$400.00 |
40.000% |
-70.00% |
$300.00 |
30.000% |
-80.00% |
$200.00 |
20.000% |
-90.00% |
$100.00 |
10.000% |
-100.00% |
$0.00 |
0.000% |
Example 1 — |
The value of the Least
Performing Underlier increases from its Initial Underlier Value to its Final Underlier Value by 2%, resulting in a return equal to
the Digital Return. |
|
Underlier
Return of the Least Performing Underlier: |
2% |
|
Payment at Maturity: |
$1,000
+ ($1,000 × the greater of (a) 2% and (b) 65%)
=
$1,000 + ($1,000 × 65%) = $1,000 + $650 = $1,650 |
|
In this example, the payment
at maturity is $1,650 per $1,000 principal amount of Notes, for a return of 65%. |
P-5 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
|
Because the Final Underlier
Value of the Least Performing Underlier is greater than or equal to its Initial Underlier Value and the Underlier Return of the Least
Performing Underlier is less than the Digital Return, investors receive a return equal to the Digital Return. |
Example 2 — |
The value of the Least
Performing Underlier increases from its Initial Underlier Value to its Final Underlier Value by 80%. |
|
Underlier
Return of the Least Performing Underlier: |
80% |
|
Payment at Maturity: |
$1,000
+ ($1,000 × the greater of (a) 80% and (b) 65%)
=
$1,000 + ($1,000 × 80%) = $1,000 + $800 = $1,800 |
|
In
this example, the payment at maturity is $1,800 per $1,000 principal amount of Notes, for a return of 80%.
Because
the Underlier Return of the Least Performing Underlier is greater than the Digital Return, investors receive a return equal to the
Underlier Return of the Least Performing Underlier. |
Example 3 — |
The value of the Least
Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 10% (i.e., its Final Underlier Value
is below its Initial Underlier Value but above its Barrier Value). |
|
Underlier
Return of the Least Performing Underlier: |
-10% |
|
Payment at Maturity: |
$1,000 |
|
In
this example, the payment at maturity is $1,000 per $1,000 principal amount of Notes, for a return of 0%.
Because
the Final Underlier Value of the Least Performing Underlier is greater than its Barrier Value, investors receive a full return of
the principal amount of their Notes. |
Example 4 — |
The value of the Least
Performing Underlier decreases from its Initial Underlier Value to its Final Underlier Value by 50% (i.e., its Final Underlier Value
is below its Barrier Value). |
|
Underlier
Return of the Least Performing Underlier: |
-50% |
|
Payment at Maturity: |
$1,000 + ($1,000 × -50%) = $1,000
– $500 = $500 |
|
In
this example, the payment at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of the principal amount.
Because
the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, investors do not receive a full return
of the principal amount of their Notes. |
Investors in the Notes could lose a substantial
portion or all of the principal amount of their Notes at maturity.
P-6 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
SELECTED RISK CONSIDERATIONS
An
investment in the Notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the Notes. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read
also the “Risk Factors” sections of the accompanying prospectus, prospectus supplement and product supplement. You should
not purchase the Notes unless you understand and can bear the risks of investing in the Notes.
Risks
Relating to the Terms and Structure of the Notes
| · | You
May Lose a Portion or All of the Principal Amount at Maturity — If the Final Underlier
Value of the Least Performing Underlier is less than its Barrier Value, you will lose 1%
of the principal amount of your Notes for each 1% that the Final Underlier Value of the Least
Performing Underlier is less than its Initial Underlier Value. You could lose a substantial
portion or all of your principal amount at maturity. |
| · | Any
Payment on the Notes Will Be Determined Solely by the Performance of the Least Performing
Underlier Even If the Other Underliers Perform Better — Any payment on the Notes
will be determined solely by the performance of the Least Performing Underlier. The Notes
are not linked to a weighted basket, in which the risk may be mitigated and diversified among
each of the basket components. In the case of the Notes, the individual performance of the
Underliers will not be combined, and the adverse performance of one Underlier will not be
mitigated by any appreciation of any other Underlier. The Underliers may be uncorrelated
and may not perform similarly over the term of the Notes, which may adversely affect your
return on the Notes. |
| · | The
Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a
Conventional Debt Security of Comparable Maturity — There will be no periodic interest
payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt
security having the same maturity. The return that you will receive on the Notes, which could
be negative, may be less than the return you could earn on other investments. Even if your
return is positive, your return may be less than the return you would earn if you purchased
one of our conventional senior interest-bearing debt securities. |
| · | Payments
on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured
debt securities, and your receipt of any amounts due on the Notes is dependent upon our ability
to pay our obligations as they come due. If we were to default on our payment obligations,
you may not receive any amounts owed to you under the Notes and you could lose your entire
investment. In addition, any negative changes in market perceptions about our creditworthiness
may adversely affect the market value of the Notes. |
| · | Any
Payment on the Notes Will Be Determined Based on the Closing Values of the Underliers on
the Dates Specified — Any payment on the Notes will be determined based on the
closing values of the Underliers on the dates specified. You will not benefit from any more
favorable values of the Underliers determined at any other time. |
| · | The
U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain —
There is no direct legal authority regarding the proper U.S. federal income tax treatment
of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. You
should review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax
Considerations” in the accompanying product supplement, and consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the Notes. |
Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes
| · | There
May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result
in Significant Losses — There may be little or no secondary market for the Notes.
The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may
make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not |
P-7 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
likely
to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if
any, at which RBCCM or any of our other affiliates is willing to buy the Notes. Even if a secondary market for the Notes develops, it
may not provide enough liquidity to allow you to easily trade or sell the Notes. We expect that transaction costs in any secondary market
would be high. As a result, the difference between bid and ask prices for your Notes in any secondary market could be substantial. If
you sell your Notes before maturity, you may have to do so at a substantial discount from the price that you paid for them, and as a
result, you may suffer significant losses. The Notes are not designed to be short-term trading instruments. Accordingly, you should be
able and willing to hold your Notes to maturity.
| · | The
Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price —
The initial estimated value of the Notes will be less than the public offering price of the
Notes and does not represent a minimum price at which we, RBCCM or any of our other affiliates
would be willing to purchase the Notes in any secondary market (if any exists) at any time.
If you attempt to sell the Notes prior to maturity, their market value may be lower than
the price you paid for them and the initial estimated value. This is due to, among other
things, changes in the values of the Underliers, the internal funding rate we pay to issue
securities of this kind (which is lower than the rate at which we borrow funds by issuing
conventional fixed rate debt) and the inclusion in the public offering price of the underwriting
discount, the referral fee, our estimated profit and the estimated costs relating to our
hedging of the Notes. These factors, together with various credit, market and economic factors
over the term of the Notes, are expected to reduce the price at which you may be able to
sell the Notes in any secondary market and will affect the value of the Notes in complex
and unpredictable ways. Assuming no change in market conditions or any other relevant factors,
the price, if any, at which you may be able to sell your Notes prior to maturity may be less
than your original purchase price, as any such sale price would not be expected to include
the underwriting discount, the referral fee, our estimated profit or the hedging costs relating
to the Notes. In addition, any price at which you may sell the Notes is likely to reflect
customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of
the Notes determined for any secondary market price is expected to be based on a secondary
market rate rather than the internal funding rate used to price the Notes and determine the
initial estimated value. As a result, the secondary market price will be less than if the
internal funding rate were used. |
| · | The
Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date
— The initial estimated value of the Notes is based on the value of our obligation
to make the payments on the Notes, together with the mid-market value of the derivative embedded
in the terms of the Notes. See “Structuring the Notes” below. Our estimate is
based on a variety of assumptions, including our internal funding rate (which represents
a discount from our credit spreads), expectations as to dividends, interest rates and volatility
and the expected term of the Notes. These assumptions are based on certain forecasts about
future events, which may prove to be incorrect. Other entities may value the Notes or similar
securities at a price that is significantly different than we do. |
The
value of the Notes at any time after the Trade Date will vary based on many factors, including changes in market conditions, and cannot
be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any, should
be expected to differ materially from the initial estimated value of the Notes.
Risks
Relating to Conflicts of Interest and Our Trading Activities
| · | Our
and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest
— You should make your own independent investigation of the merits of investing
in the Notes. Our and our affiliates’ economic interests are potentially adverse to
your interests as an investor in the Notes due to our and our affiliates’ business
and trading activities, and we and our affiliates have no obligation to consider your interests
in taking any actions that might affect the value of the Notes. Trading by us and our affiliates
may adversely affect the values of the Underliers and the market value of the Notes. See
“Risk Factors—Risks Relating to Conflicts of Interest” in the accompanying
product supplement. |
| · | RBCCM’s
Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent,
our affiliate, RBCCM, will determine any values of the Underliers and make any other determinations
necessary to calculate any payments on the Notes. In making these determinations, the Calculation
Agent may be required to make discretionary judgments, including those described under “—Risks
Relating to the Underliers” below. In making these discretionary judgments, the economic
interests of the Calculation Agent are potentially adverse to your interests as an investor
in the Notes, |
P-8 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
and
any of these determinations may adversely affect any payments on the Notes. The Calculation Agent will have no obligation to consider
your interests as an investor in the Notes in making any determinations with respect to the Notes.
Risks
Relating to the Underliers
| · | You
Will Not Have Any Rights to the Securities Included in Any Underlier — As an investor
in the Notes, you will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to the securities included in any Underlier. Each Underlier
is a price return index and its return does not reflect regular cash dividends paid by its
components. |
| · | The
Notes Are Subject to Small-Capitalization Companies Risk with Respect to the RTY Index
— The RTY Index tracks securities issued by companies with relatively small market
capitalizations. These companies often have greater stock price volatility, lower trading
volume and less liquidity than large-capitalization companies. As a result, the value of
the RTY Index may be more volatile than that of a market measure that does not track solely
small-capitalization stocks. Stock prices of small-capitalization companies are also generally
more vulnerable than those of large-capitalization companies to adverse business and economic
developments, and the stocks of small-capitalization companies may be thinly traded and may
be less attractive to many investors if they do not pay dividends. In addition, small-capitalization
companies are often less well-established and less stable financially than large-capitalization
companies and may depend on a small number of key personnel, making them more vulnerable
to loss of personnel. Small-capitalization companies are often subject to less analyst coverage
and may be in early, and less predictable, periods of their corporate existences. Small-capitalization
companies tend to have lower revenues, less diverse product lines, smaller shares of their
target markets, fewer financial resources and fewer competitive strengths than large-capitalization
companies. These companies may also be more susceptible to adverse developments related to
their products or services. |
| · | The
Notes Are Subject to Risks Relating to Non-U.S. Securities Markets with Respect to the SX5E
Index — The equity securities composing the SX5E Index are issued by non-U.S. companies
in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S.
equity securities involve risks associated with the securities markets in the home countries
of the issuers of those non-U.S. equity securities, including risks of volatility in those
markets, governmental intervention in those markets and cross shareholdings in companies
in certain countries. Also, there is generally less publicly available information about
companies in some of these jurisdictions than there is about U.S. companies that are subject
to the reporting requirements of the SEC, and generally non-U.S. companies are subject to
accounting, auditing and financial reporting standards and requirements and securities trading
rules different from those applicable to U.S. reporting companies. The prices of securities
in non-U.S. markets may be affected by political, economic, financial and social factors
in those countries, or global regions, including changes in government, economic and fiscal
policies and currency exchange laws. |
| · | The
Notes Do Not Provide Direct Exposure to Fluctuations in Exchange Rates between the U.S. Dollar
and the Euro with Respect to the SX5E Index — The SX5E Index is composed of non-U.S.
securities denominated in euros. Because the value of the SX5E Index is also calculated in
euros (and not in U.S. dollars), the performance of the SX5E Index will not be adjusted for
exchange rate fluctuations between the U.S. dollar and the euro. In addition, any payments
on the Notes determined based in part on the performance of the SX5E Index will not be adjusted
for exchange rate fluctuations between the U.S. dollar and the euro. Therefore, holders of
the Notes will not benefit from any appreciation of the euro relative to the U.S. dollar. |
| · | We
May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence
of legal or regulatory changes that may, among other things, prohibit or otherwise materially
restrict persons from holding the Notes or an Underlier or its components, or engaging in
transactions in them, the Calculation Agent may determine that a change-in-law-event has
occurred and accelerate the Maturity Date for a payment determined by the Calculation Agent
in its sole discretion. Any amount payable upon acceleration could be significantly less
than any amount that would be due on the Notes if they were not accelerated. However, if
the Calculation Agent elects not to accelerate the Notes, the value of, and any amount payable
on, the Notes could be adversely affected, perhaps significantly, by the occurrence of such
legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events”
in the accompanying product supplement. |
P-9 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
| · | Any
Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market
Disruption Event — The timing and amount of any payment on the Notes is subject
to adjustment upon the occurrence of a market disruption event affecting an Underlier. If
a market disruption event persists for a sustained period, the Calculation Agent may make
a determination of the closing value of any affected Underlier. See “General Terms
of the Notes—Indices—Market Disruption Events,” “General Terms of
the Notes—Postponement of a Determination Date” and “General Terms of the
Notes—Postponement of a Payment Date” in the accompanying product supplement. |
| · | Adjustments
to an Underlier Could Adversely Affect Any Payments on the Notes — The sponsor
of an Underlier may add, delete, substitute or adjust the securities composing that Underlier
or make other methodological changes to that Underlier that could affect its performance.
The Calculation Agent will calculate the value to be used as the closing value of an Underlier
in the event of certain material changes in, or modifications to, that Underlier. In addition,
the sponsor of an Underlier may also discontinue or suspend calculation or publication of
that Underlier at any time. Under these circumstances, the Calculation Agent may select a
successor index that the Calculation Agent determines to be comparable to the discontinued
Underlier or, if no successor index is available, the Calculation Agent will determine the
value to be used as the closing value of that Underlier. Any of these actions could adversely
affect the value of an Underlier and, consequently, the value of the Notes. See “General
Terms of the Notes—Indices—Discontinuation of, or Adjustments to, an Index”
in the accompanying product supplement. |
P-10 | RBC Capital Markets, LLC |
| |
| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
INFORMATION REGARDING THE UNDERLIERS
The RTY Index measures
the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on eligible U.S. exchanges and is designed
to track the performance of the small-capitalization segment of the U.S. equity market. For more information about the RTY Index, see
“Indices—The Russell Indices” in the accompanying underlying supplement.
The SPX Index consists
of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the SPX
Index, see “Indices—The S&P U.S. Indices” in the accompanying underlying supplement.
The SX5E Index is a
free float market capitalization-weighted index composed of 50 of the largest stocks in terms of free float market capitalization traded
on major Eurozone exchanges. For more information about the SX5E Index, see “Indices—The STOXX Benchmark Indices” in
the accompanying underlying supplement.
Historical
Information
The
following graphs set forth historical closing values of the Underliers for the period from January 1, 2014 to November 27, 2024. Each
red line represents a hypothetical Barrier Value based on the closing value of the relevant Underlier on November 27, 2024. We obtained
the information in the graphs from Bloomberg Financial Markets, without independent investigation. We cannot give you assurance that
the performance of the Underliers will result in the return of all of your initial investment.
Russell
2000® Index
PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
P-11 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
S&P
500® Index
PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
EURO
STOXX 50® Index
PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
P-12 | RBC Capital Markets, LLC |
| |
| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
You
should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.”
The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell
LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes.
Generally,
this discussion assumes that you purchased the Notes for cash in the original issuance at the stated issue price and does not address
other circumstances specific to you, including consequences that may arise due to any other investments relating to the Underliers. You
should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your
ownership of a Note.
In
the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the Notes for U.S. federal income
tax purposes as prepaid financial contracts that are “open transactions,” as described in the section entitled “United
States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts that
are Open Transactions” in the accompanying product supplement. There is uncertainty regarding this treatment, and the Internal
Revenue Service (the “IRS”) or a court might not agree with it. Moreover, because this treatment of the Notes and our counsel’s
opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the
Trade Date. A different tax treatment could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize
taxable income or loss prior to the taxable disposition of your Notes (including upon maturity or an earlier redemption, if applicable)
and (ii) the gain or loss on your Notes should be treated as short-term capital gain or loss unless you have held the Notes for more
than one year, in which case your gain or loss should be treated as long-term capital gain or loss.
We
do not plan to request a ruling from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could
materially and adversely affect the tax consequences of ownership and disposition of the Notes, including the timing and character of
income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such
transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Non-U.S.
Holders. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend
Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that
do not have a “delta” of one. Based on certain determinations made by us, we expect that Section 871(m) will not apply to
the Notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement
for the Notes.
We
will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
P-13 | RBC Capital Markets, LLC |
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| Barrier Digital Notes Linked to the Least Performing of Three Underliers |
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
The
Notes are offered initially to investors at a purchase price equal to par, except with respect to certain accounts as indicated on the
cover page of this pricing supplement. We or one of our affiliates may pay the underwriting discount and may pay a broker-dealer that
is not affiliated with us a referral fee, in each case as set forth on the cover page of this pricing supplement.
The
value of the Notes shown on your account statement may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another
of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will be based on the price that
RBCCM may pay for the Notes in light of then-prevailing market conditions, our creditworthiness and transaction costs. For a period of
approximately twelve months after the Issue Date, the value of the Notes that may be shown on your account statement may be higher than
RBCCM’s estimated value of the Notes at that time. This is because the estimated value of the Notes will not include the underwriting
discount, the referral fee or our hedging costs and profits; however, the value of the Notes shown on your account statement during that
period may initially be a higher amount, reflecting the addition of the underwriting discount, the referral fee and our estimated costs
and profits from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if
RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.
RBCCM
or another of its affiliates or agents may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another
of our affiliates may use this pricing supplement in a market-making transaction in the Notes after their initial sale. Unless
we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making
transaction.
For
additional information about the settlement cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus.
For additional information as to the relationship between us and RBCCM, see the section “Plan of Distribution—Conflicts of
Interest” in the accompanying prospectus.
STRUCTURING THE NOTES
The
Notes are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the
Notes reflect our actual or perceived creditworthiness. In addition, because structured notes result in increased operational, funding
and liability management costs to us, we typically borrow the funds under structured notes at a rate that is lower than the rate that
we might pay for a conventional fixed or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting
discount, the referral fee and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result
in the initial estimated value for the Notes being less than their public offering price. Unlike the initial estimated value, any value
of the Notes determined for purposes of a secondary market transaction may be based on a secondary market rate, which may result in a
lower value for the Notes than if our initial internal funding rate were used.
In
order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include
call options, put options or other derivatives) with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements
take into account a number of factors, including our creditworthiness, interest rate movements, volatility and the tenor of the Notes.
The economic terms of the Notes and the initial estimated value depend in part on the terms of these hedging arrangements.
See
“Selected Risk Considerations—Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the
Notes—The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price” above.
P-14 | RBC Capital Markets, LLC |
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