| Pricing Supplement dated August , 2024 |
Subject to Completion
Dated July 31, 2024 |
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
|
Royal Bank of Canada |
$
Geared Buffer Dual Directional Digital Notes
Due August 6, 2026
Linked to the S&P 500® Index
Senior Global Medium-Term Notes, Series
J |
|
| · | Investors in the Notes will receive a Contingent Digital Return at maturity if the Final Underlier Value is greater than or equal
to the Initial Underlier Value. If the Final Underlier Value is less than the Initial Underlier Value but is greater than or equal to
the Buffer Value, at maturity investors will receive a leveraged positive return based on the depreciation of the Underlier. If the Final
Underlier Value is less than the Buffer Value, at maturity investors will lose approximately 1.33333% of the principal amount of the Notes
for each 1% that the Final Underlier Value is less than the Initial Underlier Value in excess of the Buffer Percentage. |
| · | Investors in the Notes should be willing to forgo fixed interest and dividend payments and accept the risk of losing some or all of
their principal. |
| · | Senior unsecured debt securities of Royal Bank of Canada. All payments on the Notes are subject to our credit risk. |
| · | Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof |
| · | The Notes are expected to price on or about August 2, 2024 (the “Trade Date”) and are expected to be issued on or about
August 7, 2024 (the “Issue Date”). |
| Key Terms |
Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement. |
| Issuer: |
Royal Bank of Canada |
| Underlier: |
The S&P 500® Index (Bloomberg symbol “SPX”) |
| Payment at Maturity: |
Investors will receive on the Maturity Date per $1,000 principal amount
of Notes:
· if
the Final Underlier Value is greater than or equal to the Initial Underlier Value, a cash amount calculated as follows:
$1,000 × (1 + Contingent Digital Return)
· if
the Final Underlier Value is less than the Initial Underlier Value but is greater than or equal to the Buffer Value, a cash amount calculated
as follows:
$1,000 + (-1 × $1,000 × Underlier Return ×
Absolute Return Participation Rate)
In this case, you will receive a positive return on the Notes equal
to 143% of the absolute value of the Underlier Return, even though the Underlier Return is negative. In no event will this return exceed
35.75%.
· if
the Final Underlier Value is less than the Buffer Value, a cash amount calculated as follows:
$1,000 × [1 + (Underlier Return + Buffer Percentage)
× Downside Multiplier)].
If the Final Underlier Value is less than the Buffer Value,
you will lose approximately 1.33333% of the principal amount of your Notes for each 1% that the Final Underlier Value is less than the
Initial Underlier Value in excess of the Buffer Percentage. |
| Contingent Digital Return: |
10.00% |
| Buffer Value: |
75.00% of the Initial Underlier Value (rounded to two decimal places) |
| Buffer Percentage: |
25% |
| Absolute Return Participation Rate: |
143% (subject to a maximum leveraged absolute return at maturity of 35.75%) |
| Downside Multiplier: |
100/75, which is approximately 1.33333 |
| Underlier Return: |
Final Underlier Value – Initial
Underlier Value
Initial Underlier Value |
| Initial Underlier Value: |
The closing value of the Underlier on the Trade Date. |
| Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
| Valuation Date:* |
August 3, 2026 |
| Maturity Date:* |
August 6, 2026 |
| CUSIP/ISIN: |
78017GFN6 / US78017GFN60 |
| Calculation Agent: |
RBC Capital Markets, LLC (“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.
Investing in the Notes involves a number of risks. See “Selected
Risk Considerations” beginning on page PS-4 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. The Notes will not be listed on any U.S. securities exchange or quotation system.
| |
Price to Public1 |
Underwriting Commission2 |
Proceeds to Royal Bank of Canada |
| Per Note |
$1,000.00 |
$15.00 |
$985.00 |
| Total |
$ |
$ |
$ |
1 Certain fiduciary accounts purchasing the Notes will pay
a purchase price of $985.00 per Note, and the placement agents will forgo any fees with respect to sales made to those accounts. The price
to the public for all other purchases of the Notes is 100%.
2 JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC
and their affiliates will act as placement agents for the Notes and will receive a fee from us that will not exceed $15.00 per $1,000
principal amount of Notes, but will forgo any fees for sales to certain fiduciary accounts.
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 $930.60 and $980.60 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.
| RBC Capital Markets, LLC |
|
JPMorgan Chase Bank, N.A. |
J.P. Morgan Securities LLC |
| |
|
Placement Agents |
Additional Terms of the 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.
You may revoke your offer to purchase the Notes at any time prior
to the pricing as described on the cover of this pricing supplement. We reserve the right to change the terms of, or reject any offer
to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will
be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject
your offer to purchase.
What Are the Payments on the Notes at Maturity Assuming a Range
of Performance for the Underlier?
The following table and examples illustrate hypothetical payments and
total returns at maturity per $1,000 principal amount of Notes for a range of performance of the Underlier. The table and examples are
based on a hypothetical Initial Underlier Value of $100.00, a hypothetical Buffer Value of $75.00, the Contingent Digital Return of 10.00%,
the Absolute Return Participation Rate of 143% and the Downside Multiplier of 100/75. The table and examples are only for illustrative
purposes and may not show the actual payments and returns applicable to a purchaser of the Notes. The numbers appearing in the following
table and examples have been rounded for ease of analysis. The examples below do not take into account any tax consequences from investing
in the Notes.
| Final Underlier Value |
Underlier Return |
Payment at Maturity |
Total Return on the Notes |
| $150.00 |
50.00% |
$1,100.00 |
10.000% |
| $140.00 |
40.00% |
$1,100.00 |
10.000% |
| $130.00 |
30.00% |
$1,100.00 |
10.000% |
| $120.00 |
20.00% |
$1,100.00 |
10.000% |
| $110.00 |
10.00% |
$1,100.00 |
10.000% |
| $105.00 |
5.00% |
$1,100.00 |
10.000% |
| $100.00 |
0.00% |
$1,100.00 |
10.000% |
| $95.00 |
-5.00% |
$1,071.50 |
7.150% |
| $90.00 |
-10.00% |
$1,143.00 |
14.300% |
| $80.00 |
-20.00% |
$1,286.00 |
28.600% |
| $75.00 |
-25.00% |
$1,357.50 |
35.750% |
| $74.99 |
-25.01% |
$999.87 |
-0.013% |
| $70.00 |
-30.00% |
$933.33 |
-6.667% |
| $60.00 |
-40.00% |
$800.00 |
-20.000% |
| $50.00 |
-50.00% |
$666.67 |
-33.333% |
| $40.00 |
-60.00% |
$533.33 |
-46.667% |
| $30.00 |
-70.00% |
$400.00 |
-60.000% |
| $20.00 |
-80.00% |
$266.67 |
-73.333% |
| $10.00 |
-90.00% |
$133.33 |
-86.667% |
| $0.00 |
-100.00% |
$0.00 |
-100.000% |
Example 1: The closing value of the Underlier increases from the
Initial Underlier Value to a Final Underlier Value of $105.00, resulting in an Underlier Return of 5.00%.
Because the Final Underlier Value is greater than or equal to the Initial
Underlier Value, investors receive a payment at maturity of $1,100.00 per $1,000 principal amount of Notes, for a return of 10.00% on
the Notes, calculated as follows:
$1,000 × (1 + 10.00%) = $1,100.00
Example 2: The closing value of the Underlier increases from the
Initial Underlier Value to a Final Underlier Value of $150.00, resulting in an Underlier Return of 50.00%.
Because the Final Underlier Value is greater than or equal to the Initial
Underlier Value, investors receive a payment at maturity of $1,100.00 per $1,000 principal amount of Notes, for a return of 10.00% on
the Notes, calculated as follows:
$1,000 × (1 + 10.00%) = $1,100.00
In this case, the return on the Notes
is less than the Underlier Return.
Example 3: The closing value of the Underlier decreases from the
Initial Underlier Value to a Final Underlier Value of $90.00, resulting in an Underlier Return of -10.00%.
Even though the Underlier Return is negative, because the Final Underlier
Value is greater than or equal to the Buffer Value, investors receive a payment at maturity of $1,143.00 per $1,000 principal amount of
Notes, for a return of 14.30% on the Notes, calculated as follows:
$1,000 + (-1 × $1,000 × -10.00% ×
143%) = $1,143.00
In this case, the return on the Notes
is positive, even though the Underlier Return is negative.
Example 4: The closing value of the Underlier decreases from the
Initial Underlier Value to a Final Underlier Value of $50.00, resulting in an Underlier Return of -50.00%.
Because the Final Underlier Value
is less than the Buffer Value, investors will receive a payment at maturity of $666.67 per $1,000 principal amount of Notes, for a return
of -33.333% on the Notes, calculated as follows:
$1,000 ×
[1 + ((-50% + 25%) × (100/75))] = $666.67
In this case, the amount that will
be paid on the Notes will be significantly less than the principal amount.
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 is less than the Buffer
Value, you will lose approximately 1.33333% of the principal amount of your Notes for each 1% that the Final Underlier Value is less than
the Initial Underlier Value in excess of the Buffer Percentage. You could lose a some or all of your principal amount at maturity. |
| · | Your Potential Return on the Notes from Appreciation of the Underlier Is Limited — Your return on the Notes if the Underlier
appreciates will not exceed the Contingent Digital Return, regardless of any appreciation in the value of the Underlier, which may be
significant. Accordingly, your return on the Notes may be less than your return would be if you made an investment in a security directly
linked to the positive performance of the Underlier. |
| · | Your Potential for a Positive Return on the Notes from Depreciation of the Underlier Is Limited — The absolute value
return feature applies only if the Final Underlier Value is less than the Initial Underlier Value but greater than or equal to the Buffer
Value. Thus, any return potential of the Notes in the event that the Final Underlier Value is less than the Initial Underlier Value is
limited by the Buffer Value. Any decline in the Final Underlier Value below the Buffer Value will result in a loss, rather than a positive
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. |
| · | The Contingent Repayment of Principal Applies Only at Maturity — You should be willing to hold your Notes to maturity.
If you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial
investment even if the value of the Underlier is above the Buffer Value. |
| · | 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 Underlier on the Dates Specified — Any
payment on the Notes will be determined based on the closing values of the Underlier on the dates specified. You will not benefit from
any more favorable value of the Underlier 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 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 value of the Underlier, 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, 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, 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 value of the Underlier 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 Underlier 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 Underlier” 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, 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 Underlier
| · | You Will Not Have Any Rights to the Securities Included in the 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 the Underlier. The Underlier is a price return index and its return does not reflect regular cash dividends paid by its components. |
| · | 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 the
Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a determination of the closing
value of the 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 the Underlier Could Adversely Affect Any Payments on the Notes — The sponsor of the Underlier may add,
delete, substitute or adjust the securities composing the Underlier or make other methodological changes to the Underlier that could affect
its performance. The Calculation Agent will calculate the value to be used as the closing value of the Underlier in the event of certain
material changes in, or modifications to, the Underlier. In addition, the sponsor of the Underlier may also discontinue or suspend calculation
or publication of the 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 Underlier or, if no successor index is available, the Calculation Agent will determine the value
to be used as the closing value of the Underlier. Any of these actions could adversely affect the value of the 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. |
Information Regarding the Underlier
The Underlier consists of stocks
of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the Underlier, see
“Indices—The S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
The following graph sets forth historical closing values of the Underlier
for the period from January 1, 2014 to July 29, 2024. The red line represents a hypothetical Buffer Value based on the closing value of
the Underlier on July 29, 2024. We obtained the information in the graph from Bloomberg Financial Markets, without independent investigation.
We cannot give you assurance that the performance of the Underlier will result in the return of all of your initial investment.
S&P 500® Index
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
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 Underlier. 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 particular, there is a risk that the Notes could
be characterized as debt instruments for U.S. federal income tax purposes, in which case the tax consequences of an investment in the
Notes could be different from those described herein and possibly adverse to certain investors. 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.
Supplemental Plan of Distribution (Conflicts of Interest)
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and its affiliates
will act as placement agents for the Notes and will receive a fee from us that will not exceed the amount per $1,000 principal amount
of Notes specified on the cover of this pricing supplement, but will forgo any fees for sales to certain fiduciary accounts.
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 six 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 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 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 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.
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