 |
|
Registration
Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
| 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 11, 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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|
$
Dual Directional Buffer Digital Notes
Linked to the S&P 500® Index,
Due January 23, 2026
Royal Bank of Canada
|
| |
|
|
Royal Bank of Canada is offering Dual Directional
Buffer Digital Notes (the “Notes”) linked to the performance of the S&P 500® Index (the “Underlier”).
| · | Contingent Fixed Return — If the
Final Underlier Value is greater than or equal to the Digital Barrier Value (93.45% of the Initial Underlier Value), at maturity, investors
will receive a fixed return equal to the Digital Return of 6.55%. |
| · | Absolute Value Return — If the Final
Underlier Value is less than the Digital Barrier Value, but is greater than or equal to the Buffer Value (86% of the Initial Underlier
Value), at maturity, investors will receive a one-for-one positive return equal to the absolute value of the Underlier Return. |
| · | Principal at Risk — If the Final
Underlier Value is less than the Buffer Value, at maturity, investors will lose 1% of the principal amount of their Notes for each 1%
that the Final Underlier Value is less than the Initial Underlier Value in excess of the Buffer Percentage of 14%. |
| · | 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: 78017KDW9
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-6 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) |
1.00% |
|
$ |
| Proceeds to Royal Bank of Canada |
99.00% |
|
$ |
(1) We or one of our affiliates may
pay varying selling concessions of up to $10.00 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 $990.00 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 $4.30 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 $939.00 and $989.00 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.
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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 |
| Underlier: |
The S&P 500® Index |
| |
Bloomberg Ticker |
Initial Underlier Value(1) |
Buffer Value(2) |
Digital Barrier
Value(3) |
| |
SPX |
|
|
|
| |
(1) The closing value of the Underlier on the Trade Date |
| |
(2) 86% of the Initial Underlier Value
(rounded to two decimal places)
|
| |
(3) 93.45% of the Initial Underlier
Value (rounded to two decimal places) |
| Trade Date: |
December 20, 2024 |
| Issue Date: |
December 26, 2024 |
| Valuation Date:* |
January 20, 2026 |
| Maturity Date:* |
January 23, 2026 |
| 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 Digital Barrier Value, an amount equal to:
$1,000 + ($1,000 × Digital Return)
· If
the Final Underlier Value is less than the Digital Barrier Value, but is greater than or equal to the Buffer
Value, an amount equal to:
$1,000 + (-1 × $1,000 × Underlier
Return)
In this case, you will receive a positive return
on the Notes equal to the absolute value of the Underlier Return, even though the Underlier Return is negative. In no event will this
return exceed 14%.
· If
the Final Underlier Value is less than the Buffer Value, an amount equal to:
$1,000 + [$1,000 × (Underlier Return
+ Buffer Percentage)]
If the Final Underlier Value is less than the
Buffer Value, you will lose some or a substantial portion of your principal amount at maturity. All payments on the Notes are subject
to our credit risk.
|
| Digital Return: |
6.55% |
| Buffer Percentage: |
14% |
| Underlier Return: |
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: |
The closing value of the Underlier on the Valuation Date |
| 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-2 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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-3 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
HYPOTHETICAL RETURNS
The table and examples set forth below illustrate
hypothetical payments at maturity for hypothetical performance of the Underlier, based on the Buffer Value of 86% of the Initial Underlier
Value, the Digital Barrier Value of 93.45% of the Initial Underlier Value, the Digital Return of 6.55% and the Buffer Percentage of 14%.
The table and examples are only for illustrative purposes and may not show the actual return applicable to investors.
| Hypothetical Underlier Return |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
| 50.00% |
$1,065.50 |
106.550% |
| 40.00% |
$1,065.50 |
106.550% |
| 30.00% |
$1,065.50 |
106.550% |
| 20.00% |
$1,065.50 |
106.550% |
| 10.00% |
$1,065.50 |
106.550% |
| 6.55% |
$1,065.50 |
106.550% |
| 5.00% |
$1,065.50 |
106.550% |
| 2.00% |
$1,065.50 |
106.550% |
| 0.00% |
$1,065.50 |
106.550% |
| -2.00% |
$1,065.50 |
106.550% |
| -5.00% |
$1,065.50 |
106.550% |
| -6.55% |
$1,065.50 |
106.550% |
| -10.00% |
$1,100.00 |
110.000% |
| -12.00% |
$1,120.00 |
112.000% |
| -14.00% |
$1,140.00 |
114.000% |
| -14.01% |
$999.90 |
99.990% |
| -20.00% |
$940.00 |
94.000% |
| -30.00% |
$840.00 |
84.000% |
| -40.00% |
$740.00 |
74.000% |
| -50.00% |
$640.00 |
64.000% |
| -60.00% |
$540.00 |
54.000% |
| -70.00% |
$440.00 |
44.000% |
| -80.00% |
$340.00 |
34.000% |
| -90.00% |
$240.00 |
24.000% |
| -100.00% |
$140.00 |
14.000% |
| Example 1 — |
The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 2%, resulting in a return equal to the Digital Return. |
| |
Underlier Return: |
2% |
| |
Payment at Maturity: |
$1,000 + ($1,000 × 6.55%) = $1,000 + $65.50 = $1,065.50 |
| |
In this example, the payment at maturity is $1,065.50
per $1,000 principal amount of Notes, for a return of 6.55%, which is the Digital Return.
Because the Final Underlier Value is greater than
or equal to the Digital Barrier Value, investors receive a return equal to the Digital Return.
|
| |
|
| P-4 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
| Example 2 — |
The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 20%, resulting in a return equal to the Digital Return. |
| |
Underlier Return: |
20% |
| |
Payment at Maturity: |
$1,000 + ($1,000 × 6.55%) = $1,000 + $65.50 = $1,065.50 |
| |
In this example, the payment at maturity is $1,065.50
per $1,000 principal amount of Notes, for a return of 6.55%, which is the Digital Return.
Because the Final Underlier Value is greater than
or equal to the Digital Barrier Value, investors receive a return equal to the Digital Return. This example illustrates that, if the Underlier
appreciates, investors will not receive a return at maturity in excess of the Digital Return. Accordingly, the return on the Notes may
be less than the return of the Underlier.
|
| |
|
| Example 3 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 5%, resulting in a return equal to the Digital Return. |
| |
Underlier Return: |
-5% |
| |
Payment at Maturity: |
$1,000 + ($1,000 × 6.55%) = $1,000 + $65.50 = $1,065.50 |
| |
In this example, the payment at maturity is $1,065.50
per $1,000 principal amount of Notes, for a return of 6.55%, which is the Digital Return.
Because the Final Underlier Value is greater than
or equal to the Digital Barrier Value, even though the Underlier Return is negative, investors receive a return equal to the Digital Return.
|
| |
|
| Example 4 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below the Digital Barrier Value but above the Buffer Value). |
| |
Underlier Return: |
-10% |
| |
Payment at Maturity: |
$1,000 + (-1 × $1,000 × -10%) = $1,000 + $100 = $1,100 |
| |
In this example, the payment at maturity is $1,100
per $1,000 principal amount of Notes, for a return of 10%.
Because the Final Underlier Value is less than
the Digital Barrier Value but greater than or equal to the Buffer Value, even though the Underlier Return is negative, investors receive
a positive return equal to the absolute value of the Underlier Return.
|
| |
|
| Example 5 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 50% (i.e., the Final Underlier Value is below the Buffer Value). |
| |
Underlier Return: |
-50% |
| |
Payment at Maturity: |
$1,000 + [$1,000 × (-50% + 14%)] = $1,000 – $360 = $640 |
| |
In this example, the payment at maturity is $640
per $1,000 principal amount of Notes, representing a loss of 36% of the principal amount.
Because the Final Underlier Value is less than
the Buffer Value, investors do not receive a full return of the principal amount of their Notes.
|
| |
|
Investors in the Notes could lose some or
a substantial portion of the principal amount of their Notes at maturity.
| P-5 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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 Substantial Portion of the Principal
Amount at Maturity — If the Final Underlier Value is less than the Buffer Value, you will lose 1% 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 some or a substantial portion of your principal amount at maturity. |
| · | Your Potential Return at Maturity Is Limited
— Your return on the Notes if the Underlier appreciates will not exceed the 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 from Depreciation
of the Underlier Is Limited — The absolute value return feature applies only if the Final Underlier Value is less than the Digital
Barrier 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 Digital Barrier 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. |
| · | 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. |
| P-6 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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, 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 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. |
| P-7 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
| · | 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. |
| P-8 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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 December 9, 2024. The green line represents a hypothetical Digital Barrier
Value and the red line represents a hypothetical Buffer Value based on the closing value of the Underlier on December 9, 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.
| P-9 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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.
| P-10 | RBC Capital Markets, LLC |
| | |
| | Dual Directional Buffer Digital Notes Linked to the S&P 500® Index |
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 three 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-11 | RBC Capital Markets, LLC |
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