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Registration Statement
No. 333-275898
Filed Pursuant to Rule 424(b)(2)
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Pricing Supplement
Pricing Supplement dated December 27, 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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$3,000,000
Auto-Callable Barrier Notes
Linked to the Least Performing of Three Underliers,
Due January 2, 2030
Royal Bank of Canada
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Royal Bank
of Canada is offering Auto-Callable Barrier 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”).
| · | Call Feature — If, on any quarterly Call Observation Date beginning approximately six months
following the Trade Date, the closing value of each Underlier is greater than or equal to its Call Value, the Notes will be automatically
called for a return that increases for each Call Observation Date at a call return rate of approximately 10.50% per annum. No further
payments will be made on the Notes. |
| · | Contingent Return of Principal at Maturity — If the Notes are not automatically called and
the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Barrier Value (75% of its Initial Underlier
Value), at maturity, investors will receive the principal amount of their Notes. If the Notes are not automatically called and 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: 78017KEW8
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-10 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.
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Per Note |
Total |
Price to public(1) |
100.00% |
$3,000,000 |
Underwriting discounts and commissions(1) |
2.85% |
$85,500 |
Proceeds to Royal Bank of Canada |
97.15% |
$2,914,500 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $28.50 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 $971.50 and $1,000.00 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 $955.35 per $1,000 principal amount of Notes and is less than the public offering
price of the Notes. 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
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers
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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”) |
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Underlier |
Bloomberg Ticker |
Initial Underlier Value(1) |
Call Value(1) |
Barrier Value(2) |
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RTY Index |
RTY |
2,244.592 |
2,244.592 |
1,683.444 |
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SPX Index |
SPX |
5,970.84 |
5,970.84 |
4,478.13 |
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SX5E Index |
SX5E |
4,898.88 |
4,898.88 |
3,674.16 |
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(1)
With respect to each Underlier, the closing value of that Underlier on the Trade Date |
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(2) With respect
to each Underlier, 75% 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 27, 2024 |
Issue Date: |
December 31, 2024 |
Valuation Date:* |
December 27, 2029 |
Maturity Date:* |
January 2, 2030 |
Call Feature: |
If, on any Call Observation Date, the closing value
of each Underlier is greater than or equal to its Call Value, the Notes will be automatically called for a return that increases
for each Call Observation Date at a call return rate of approximately 10.50% per annum. Under these circumstances, investors will receive
on the corresponding Call Settlement Date per $1,000 principal amount of Notes the relevant amount specified below for that Call Observation
Date:
· 1st
Call Observation Date: $1,052.50 (105.250% of the principal amount)
· 2nd
Call Observation Date: $1,078.75 (107.875% of the principal amount)
· 3rd
Call Observation Date: $1,105.00 (110.500% of the principal amount)
· 4th
Call Observation Date: $1,131.25 (113.125% of the principal amount)
· 5th
Call Observation Date: $1,157.50 (115.750% of the principal amount)
· 6th
Call Observation Date: $1,183.75 (118.375% of the principal amount)
· 7th
Call Observation Date: $1,210.00 (121.000% of the principal amount)
· 8th
Call Observation Date: $1,236.25 (123.625% of the principal amount)
· 9th
Call Observation Date: $1,262.50 (126.250% of the principal amount)
· 10th
Call Observation Date: $1,288.75 (128.875% of the principal amount)
· 11th
Call Observation Date: $1,315.00 (131.500% of the principal amount)
· 12th
Call Observation Date: $1,341.25 (134.125% of the principal amount)
· 13th
Call Observation Date: $1,367.50 (136.750% of the principal amount)
· 14th
Call Observation Date: $1,393.75 (139.375% of the principal amount) |
P-2 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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· 15th
Call Observation Date: $1,420.00 (142.000% of the principal amount)
· 16th
Call Observation Date: $1,446.25 (144.625% of the principal amount)
· 17th
Call Observation Date: $1,472.50 (147.250% of the principal amount)
· 18th
Call Observation Date: $1,498.75 (149.875% of the principal amount)
· 19th
Call Observation Date: $1,525.00 (152.500% of the principal amount)
No further payments will be made on the Notes. |
Payment at Maturity: |
If the Notes are not automatically called, 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 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 Notes are not automatically called and
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. |
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 |
Least Performing Underlier: |
The Underlier with the lowest Underlier Return |
Call Observation Dates:* |
Quarterly, beginning approximately six months following the Trade Date, as set forth in the table below |
Call Settlement Dates:* |
Quarterly, beginning approximately six months following the Trade Date, as set forth in the table below |
Calculation Agent: |
RBCCM |
Call Observation Dates* |
Call Settlement Dates* |
June 27, 2025 |
July 2, 2025 |
September 29, 2025 |
October 2, 2025 |
December 29, 2025 |
January 2, 2026 |
March 27, 2026 |
April 1, 2026 |
June 29, 2026 |
July 2, 2026 |
September 28, 2026 |
October 1, 2026 |
December 28, 2026 |
December 31, 2026 |
March 30, 2027 |
April 2, 2027 |
June 28, 2027 |
July 1, 2027 |
September 27, 2027 |
September 30, 2027 |
December 27, 2027 |
December 30, 2027 |
March 27, 2028 |
March 30, 2028 |
June 27, 2028 |
June 30, 2028 |
September 27, 2028 |
October 2, 2028 |
December 27, 2028 |
January 2, 2029 |
P-3 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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Call Observation Dates* |
Call Settlement Dates* |
March 27, 2029 |
April 2, 2029 |
June 27, 2029 |
July 2, 2029 |
September 27, 2029 |
October 2, 2029 |
December 27, 2029 (the Valuation Date) |
January 2, 2030 (the Maturity Date) |
* 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-4 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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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-5 | RBC Capital Markets, LLC |
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HYPOTHETICAL RETURNS
Payment If the Notes Are Automatically Called
If, on any Call Observation Date, the closing value
of each Underlier is greater than or equal to its Call Value, the Notes will be automatically called. The table and examples
set forth below illustrate hypothetical payments upon an automatic call, based on the call return rate of approximately 10.50% per annum.
The table and examples are only for illustrative purposes and may not show the actual return applicable to investors.
Call Observation Date on Which Automatic Call Is Triggered |
Payment upon Automatic Call per $1,000 Principal Amount of Notes |
Payment upon Automatic Call as Percentage of Principal Amount |
1 |
$1,052.500 |
105.250% |
2 |
$1,078.750 |
107.875% |
3 |
$1,105.000 |
110.500% |
4 |
$1,131.250 |
113.125% |
5 |
$1,157.500 |
115.750% |
6 |
$1,183.750 |
118.375% |
7 |
$1,210.000 |
121.000% |
8 |
$1,236.250 |
123.625% |
9 |
$1,262.500 |
126.250% |
10 |
$1,288.750 |
128.875% |
11 |
$1,315.000 |
131.500% |
12 |
$1,341.250 |
134.125% |
13 |
$1,367.500 |
136.750% |
14 |
$1,393.750 |
139.375% |
15 |
$1,420.000 |
142.000% |
16 |
$1,446.250 |
144.625% |
17 |
$1,472.500 |
147.250% |
18 |
$1,498.750 |
149.875% |
19 (Valuation Date) |
$1,525.000 |
152.500% |
Example 1 — |
The closing value of each Underlier is greater than or equal to its Call Value on the first Call Observation Date. |
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Payment upon Automatic Call: |
$1,052.50 |
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In this example, because the closing value
of each Underlier is greater than its Call Value on the first Call Observation Date, the Notes are automatically called for a payment
on the first Call Settlement Date equal to $1,052.50 per $1,000 principal amount of Notes, for a return of 5.25%.
Investors will not receive any further payments
after the first Call Settlement Date. |
P-6 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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Example 2 — |
The closing value of at least one Underlier is less than its Call Value on each Call Observation Date prior to the Valuation Date. The closing value of each Underlier is greater than its Call Value on the Valuation Date. |
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Payment upon Automatic Call: |
$1,525.00 |
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In this example, because the closing value of at
least one Underlier is less than its Call Value on each Call Observation Date prior to the Valuation Date, the Notes are not automatically
called prior to the Valuation Date.
Because the closing value of each Underlier
is greater than its Call Value on the Valuation Date, the Notes are automatically called for a payment on the corresponding Call Settlement
Date (the Maturity Date) equal to $1,525.00 per $1,000 principal amount of Notes, for a return of 52.50%. |
P-7 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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Payment at Maturity If the Notes Are Not Automatically
Called
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 75% of
its Initial Underlier Value. The table and examples below also assume that the Notes are not automatically called. 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 |
-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% |
-25.00% |
$1,000.00 |
100.000% |
-25.01% |
$749.90 |
74.990% |
-30.00% |
$700.00 |
70.000% |
-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 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). |
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Underlier Return of the Least Performing Underlier: |
-10% |
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Payment at Maturity: |
$1,000 |
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In this example, the payment at maturity is
$1,000 per $1,000 principal amount of Notes.
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 2 — |
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). |
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Underlier Return of the Least Performing Underlier: |
-50% |
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Payment at Maturity: |
$1,000 + ($1,000 × -50%)
= $1,000 – $500
= $500 |
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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. |
P-8 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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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. The table and examples above assume that the Notes are not automatically
called. However, if the Notes are automatically called, investors will not receive any further payments after the Call Settlement Date.
P-9 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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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 Notes are not
automatically called and 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. |
| · | Your Potential Return If the Notes Are Automatically Called Is Limited — If the Notes are
automatically called, the payment upon automatic call will not exceed the call return rate, regardless of any appreciation in the value
of any 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 any Underlier. |
| · | Any Payment on the Notes Will Be Determined Solely by the Performance of the Underlier with the Worst
Performance Even If the Other Underliers Perform Better — Any payment on the Notes will be determined solely by the performance
of the Underlier with the worst performance. 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. |
| · | The Notes Are Subject to an Automatic Call — If, on any Call Observation Date, the closing
value of each Underlier is greater than or equal to its Call Value, the Notes will be automatically called, and you will not receive any
further payments on the Notes. Because the Notes could be called as early as approximately six months after the Issue Date, the total
return on the Notes could be minimal. You may be unable to reinvest your proceeds from the automatic call in an investment with a return
that is as high as the return on the Notes would have been if they had not been called. |
| · | 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 |
P-10 | RBC Capital Markets, LLC |
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| Auto-Callable Barrier Notes Linked to the Least Performing of Three Underliers | |
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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 Is Less Than the Public Offering Price — The initial
estimated value of the Notes is 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, 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 |
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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, 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. |
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| · | 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. |
| · | 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. |
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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 December 27, 2024. Each red line represents the Barrier Value of the relevant
Underlier. 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.
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S&P 500® Index
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
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EURO STOXX 50® Index
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
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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, 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. 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, our counsel is of the opinion that Section 871(m) should 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.
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)
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 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
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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
Is Less Than the Public Offering Price” above.
VALIDITY OF THE NOTES
In the opinion of Norton Rose Fulbright Canada
LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the
Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the indenture
and delivered against payment therefor, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed
by the laws of the Province of Ontario or Québec, or the federal laws of Canada applicable therein, will be valid obligations of
the Bank, subject to the following limitations: (i) the enforceability of the indenture may be limited by the Canada Deposit Insurance
Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium,
arrangement or winding-up laws or other similar laws of general application affecting the enforcement of creditors’ rights generally;
(ii) the enforceability of the indenture is subject to general equitable principles, including the principle that the availability of
equitable remedies, such as specific performance and injunction, may only be granted at the discretion of a court of competent jurisdiction;
(iii) under applicable limitations statutes generally, including that the enforceability of the indenture will be subject to the limitations
contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of
the indenture to be unenforceable as an
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attempt to vary or exclude a limitation period
under such applicable limitations statutes; (iv) rights to indemnity and contribution under the Notes or the indenture which may be limited
by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency other than the lawful money of Canada
and such judgment may be based on a rate of exchange in existence on a day other than the day of payment, as prescribed by the Currency
Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and Québec and
the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel’s reliance on the Bank
and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated December 20, 2023, which has
been filed as Exhibit 5.3 to the Bank’s Form 6-K filed with the SEC dated December 20, 2023.
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued by the Bank
pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate notation to the master note evidencing
such Notes (the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will
be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
or applications giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel
expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of
the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the
laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received, and we understand that you are
relying upon, the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion
is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication
of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in
the opinion of Davis Polk & Wardwell LLP dated May 16, 2024, which has been filed as an exhibit to the Bank’s Form 6-K filed
with the SEC on May 16, 2024.
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424B2
EX-FILING FEES
0001000275
333-275898
0001000275
2024-12-30
2024-12-30
iso4217:USD
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CALCULATION OF FILING FEE TABLES
F-3
ROYAL BANK OF CANADA
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $3,000,000. The
prospectus is a final prospectus for the related offering(s).
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Royal Bank of Canada (NYSE:RY)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Royal Bank of Canada (NYSE:RY)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025