| Pricing Supplement dated June , 2024 |
Subject to Completion
Dated June 14, 2024 |
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
|
Royal Bank of Canada |
$
Barrier Digital Notes Due June 18, 2026
Linked to the Class A Common Stock of Wayfair, Inc.
Senior Global Medium-Term Notes, Series J |
|
| · | Investors in the Notes will receive a Contingent Digital Return at maturity if the Final Underlier Value is greater than or equal
to the Barrier Value. If the Final Underlier Value is less than the Barrier Value, at maturity investors will lose 1% of the principal
amount of the Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value. |
| · | Investors in the Notes should be willing to forgo fixed interest and dividend payments and accept the risk of losing a significant
portion or all of their principal. |
| · | Senior unsecured debt securities of Royal Bank of Canada. All payments on the Notes are subject to our credit risk. |
| · | Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof |
| · | The Notes are expected to price on or about June 14, 2024 (the “Trade Date”) and are expected to be issued on or about
June 20, 2024 (the “Issue Date”). |
| Key Terms |
Terms used in this pricing supplement, but not defined herein, will have the meanings ascribed to them in the product supplement. |
| Issuer: |
Royal Bank of Canada |
| Underlier: |
The Class A common stock of Wayfair Inc. (Bloomberg symbol “W UN”) |
| Payment at Maturity: |
You 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 Barrier Value, a cash amount calculated as follows:
$1,000 × (1 + Contingent Digital Return)
· if
the Final Underlier Value is less than the Barrier Value, a cash amount calculated as follows:
$1,000 × (1 + Underlier Return)
In this case, you will lose 1% of the principal amount of the
Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value, and you will lose a significant portion or
all of your initial investment. |
| Contingent Digital Return: |
61.83% |
| Underlier Return: |
Final Underlier Value – Initial Underlier Value
Initial Underlier Value |
| Initial Underlier Value: |
$54.57, which was the closing value of the Underlier on the June 13, 2024. The Initial Underlier Value is not the closing value of the Underlier on the Trade Date. |
| Barrier Value: |
$38.20, which is 70% of the Initial Underlier Value (rounded to two decimal places) |
| Final Underlier Value: |
The arithmetic average of the closing values of the Underlier on the Valuation Dates |
| Valuation Dates:* |
June 9, 2026, June 10, 2026, June 11, 2026, June 12, 2026 and June 15, 2026 |
| Maturity Date:* |
June 18, 2026 |
| CUSIP/ISIN: |
78017G6X4 / US78017G6X46 |
| Calculation Agent: |
RBC Capital Markets, LLC (“RBCCM”) |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
Investing in the Notes involves a number of risks. See “Selected
Risk Considerations” beginning on page PS-4 of this pricing supplement and “Risk Factors” in the accompanying prospectus,
prospectus supplement and product supplement.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed upon the adequacy or accuracy
of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not constitute deposits insured by
the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or U.S. governmental agency
or instrumentality. The Notes are not bail-inable notes and are not subject to conversion into our common shares under subsection 39.2(2.3)
of the Canada Deposit Insurance Corporation Act. The Notes will not be listed on any U.S. securities exchange or quotation system.
| |
Price to Public1 |
Underwriting Commission2 |
Proceeds to Royal Bank of Canada |
| Per Note |
$1,000.00 |
$15.00 |
$985.00 |
| Total |
$ |
$ |
$ |
1 Certain fiduciary accounts purchasing
the Notes will pay a purchase price of $985.00 per Note, and the placement agents will forgo any fees with respect to sales made to those
accounts. The price to the public for all other purchases of the Notes is 100%.
2 JPMorgan Chase Bank, N.A., J.P.
Morgan Securities LLC and their affiliates will act as placement agents for the Notes and will receive a fee from the Issuer that will
not exceed $15.00 per $1,000 principal amount of Notes, but will forgo any fees for sales to certain fiduciary accounts.
The initial estimated value of the Notes
determined by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $917.00 and $967.00
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.
| RBC Capital Markets, LLC |
|
JPMorgan Chase Bank, N.A. |
J.P. Morgan Securities LLC |
| |
|
Placement Agents |
|
Additional Terms of the Notes
You should read this pricing supplement together with the prospectus
dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior Global Medium-Term
Notes, Series J, of which the Notes are a part, 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
| · | Product Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used
in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us”
mean only Royal Bank of Canada.
You may revoke your offer to purchase the Notes at any time prior
to the pricing as described on the cover of this pricing supplement. We reserve the right to change the terms of, or reject any offer
to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will
be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject
your offer to purchase.
What Are the Payments on the Notes at Maturity Assuming a Range
of Performance for the Underlier?
The following table and examples illustrate hypothetical payments and
total returns at maturity per $1,000 principal amount of Notes for a range of performance of the Underlier. The table and examples are
based on a hypothetical Initial Underlier Value of $100.00, a hypothetical Barrier Value of $70.00 and the Contingent Digital Return of
61.83%. The table and examples are only for illustrative purposes and may not show the actual payments and returns applicable to a purchaser
of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The examples below do
not take into account any tax consequences from investing in the Notes.
| Final Underlier Value |
Underlier Return |
Payment at Maturity |
Total Return on the Notes |
| $200.00 |
100.00% |
$1,618.30 |
61.83% |
| $190.00 |
90.00% |
$1,618.30 |
61.83% |
| $180.00 |
80.00% |
$1,618.30 |
61.83% |
| $170.00 |
70.00% |
$1,618.30 |
61.83% |
| $161.83 |
61.83% |
$1,618.30 |
61.83% |
| $150.00 |
50.00% |
$1,618.30 |
61.83% |
| $140.00 |
40.00% |
$1,618.30 |
61.83% |
| $130.00 |
30.00% |
$1,618.30 |
61.83% |
| $120.00 |
20.00% |
$1,618.30 |
61.83% |
| $110.00 |
10.00% |
$1,618.30 |
61.83% |
| $105.00 |
5.00% |
$1,618.30 |
61.83% |
| $100.00 |
0.00% |
$1,618.30 |
61.83% |
| $95.00 |
-5.00% |
$1,618.30 |
61.83% |
| $90.00 |
-10.00% |
$1,618.30 |
61.83% |
| $80.00 |
-20.00% |
$1,618.30 |
61.83% |
| $70.00 |
-30.00% |
$1,618.30 |
61.83% |
| $69.99 |
-30.01% |
$699.90 |
-30.01% |
| $60.00 |
-40.00% |
$600.00 |
-40.00% |
| $50.00 |
-50.00% |
$500.00 |
-50.00% |
| $40.00 |
-60.00% |
$400.00 |
-60.00% |
| $30.00 |
-70.00% |
$300.00 |
-70.00% |
| $20.00 |
-80.00% |
$200.00 |
-80.00% |
| $10.00 |
-90.00% |
$100.00 |
-90.00% |
| $0.00 |
-100.00% |
$0.00 |
-100.00% |
Example 1: The closing value of the Underlier increases from the
Initial Underlier Value to a Final Underlier Value of $105.00, resulting in an Underlier Return of 5.00%.
Because the Final Underlier Value is greater than or equal to the Barrier
Value, the investor receives a payment at maturity of $1,618.30 per $1,000 principal amount of Notes, for a return of 61.83% on the Notes,
calculated as follows:
$1,000 × (1 + 61.83%) = $1,618.30
Example 2: The closing value of the Underlier increases from the
Initial Underlier Value to a Final Underlier Value of $180.00, resulting in an Underlier Return of 80.00%.
Because the Final Underlier Value is greater than or equal to the Barrier
Value, the investor receives a payment at maturity of $1,618.30 per $1,000 principal amount of Notes, for a return of 61.83% on the Notes,
calculated as follows:
$1,000 × (1 + 61.83%) = $1,618.30
In this case, the return on the Notes
is less than the Underlier Return.
Example 3: The closing value of the Underlier decreases from the
Initial Underlier Value to a Final Underlier Value of $90.00, resulting in an Underlier Return of -10.00%.
Even though the Underlier Return is negative, because the Final Underlier
Value is greater than or equal to the Barrier Value, the investor receives a payment at maturity of $1,618.30 per $1,000 principal amount
of Notes, for a return of 61.83% on the Notes, calculated as follows:
$1,000 × (1 + 61.83%) = $1,618.30
In this case, the return on the Notes
is positive, even though the Underlier Return is negative.
Example 4: The closing value of the Underlier decreases from the
Initial Underlier Value to a Final Underlier Value of $50.00, resulting in an Underlier Return of -50%.
Because the Final Underlier Value
is less than the Barrier Value, the investor will receive a payment at maturity of $500.00 per $1,000 principal amount of Notes, for a
return of -50% on the Notes, calculated as follows:
$1,000 ×
(1 + -50%) = $500
In this case, the amount that will
be paid on the Notes will be significantly less than the principal amount.
Selected Risk Considerations
An investment in the Notes involves significant risks. We urge you
to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks that apply to
an investment in the Notes are summarized below, but we urge you to read also the “Risk Factors” sections of the accompanying
prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand and can bear the risks
of investing in the Notes.
Risks Relating to the Terms and Structure of the Notes
| · | You May Lose a Portion or All of the Principal Amount at Maturity — If the Final Underlier Value is less than the Barrier
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. You could lose a substantial portion or all of your principal amount at maturity. |
| · | Your Potential Return on the Notes Is Limited — Your return on the Notes will not exceed the Contingent Digital Return,
regardless of any appreciation in the value of the Underlier, which may be significant. Accordingly, your return on the Notes may be less
than your return would be if you made an investment in a security directly linked to the positive performance of the Underlier. |
| · | The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable
Maturity — There will be no periodic interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate
debt security having the same maturity. The return that you will receive on the Notes, which could be negative, may be less than the return
you could earn on other investments. Even if your return is positive, your return may be less than the return you would earn if you purchased
one of our conventional senior interest-bearing debt securities. |
| · | The Contingent Repayment of Principal Applies Only at Maturity — You should be willing to hold your Notes to maturity.
If you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial
investment even if the value of the Underlier is above the Barrier Value. |
| · | Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the
Market Value of the Notes — The Notes are our senior unsecured debt securities, and your receipt of any amounts due on the Notes
is dependent upon our ability to pay our obligations as they come due. If we were to default on our payment obligations, you may not receive
any amounts owed to you under the Notes and you could lose your entire investment. In addition, any negative changes in market perceptions
about our creditworthiness may adversely affect the market value of the Notes. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified — Any
payment on the Notes will be determined based on the closing values of the Underlier on the dates specified. You will not benefit from
any more favorable value of the Underlier determined at any other time. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There is no direct legal authority
regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax treatment of the Notes are uncertain.
You should review carefully the section entitled “United States Federal Income Tax Considerations” herein, in combination
with the section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes. |
Risks Relating to the Initial Estimated Value
of the Notes and the Secondary Market for the Notes
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses —
There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. RBCCM and our other
affiliates may make a market for the Notes; however, they are not required to do so and, if they choose to do so, may stop any market-making
activities at any time. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able
to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates is willing to buy the Notes.
Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily trade or sell the Notes.
We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your
Notes in any secondary market could be substantial. If you sell your Notes before maturity, you may have to do so at a substantial discount
from the price that you |
paid for them, and as a result, you may
suffer significant losses. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your Notes to maturity.
| · | The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price — The initial estimated value of
the Notes will be less than the public offering price of the Notes and does not represent a minimum price at which we, RBCCM or any of
our other affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell
the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value. This is
due to, among other things, changes in the value of the Underlier, the internal funding rate we pay to issue securities of this kind (which
is lower than the rate at which we borrow funds by issuing conventional fixed rate debt), and the inclusion in the public offering price
of the underwriting discount, our estimated profit and the estimated costs relating to our hedging of the Notes. These factors, together
with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able
to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change
in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may
be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, our estimated
profit or the hedging costs relating to the Notes. In addition, any price at which you may sell the Notes is likely to reflect customary
bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is
expected to be based on a secondary market rate rather than the internal funding rate used to price the Notes and determine the initial
estimated value. As a result, the secondary market price will be less than if the internal funding rate were used. |
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date — The initial estimated
value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the
derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is based on a variety of assumptions,
including our internal funding rate (which represents a discount from our credit spreads), expectations as to dividends, interest rates
and volatility and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove
to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do. |
The value of the Notes at any time after
the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result,
the actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from
the initial estimated value of the Notes.
Risks Relating to Conflicts of Interest and
Our Trading Activities
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest — You should make your
own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic interests are potentially
adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading activities, and we and
our affiliates have no obligation to consider your interests in taking any actions that might affect the value of the Notes. Trading by
us and our affiliates may adversely affect the value of the Underlier and the market value of the Notes. See “Risk Factors —
Risks Relating to Conflicts of Interest” in the accompanying product supplement. |
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent, our affiliate, RBCCM,
will determine any values of the Underlier and make any other determinations necessary to calculate any payments on the Notes. In making
these determinations, the Calculation Agent may be required to make discretionary judgments, including those described under “—
Risks Relating to the Underlier” below. In making these discretionary judgments, the economic interests of the Calculation Agent
are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect any payments
on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor in the Notes in making any determinations
with respect to the Notes. |
Risks Relating to the Underlier
| · | You Will Not Have Any Rights to the 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 Underlier. |
| · | 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 discretionary
determination of the closing value of the Underlier. See “General Terms of the Notes—Reference Stocks and Funds—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.
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments — The
Calculation Agent may in its sole discretion make adjustments affecting any amounts payable on the Notes upon the occurrence of certain
corporate events (such as stock splits or extraordinary or special dividends) that the Calculation Agent determines have a diluting or
concentrative effect on the theoretical value of the Underlier. However, the Calculation Agent might not make adjustments in response
to all such events that could affect the Underlier. The occurrence of any such event and any adjustment made by the Calculation Agent
(or a determination by the Calculation Agent not to make any adjustment) may adversely affect the market price of, and any amounts payable
on, the Notes. See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in the accompanying
product supplement. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated —
Upon the occurrence of certain reorganization or other events affecting the Underlier, the Calculation Agent may make adjustments that
result in payments on the Notes being based on the performance of (i) cash, securities of another issuer and/or other property distributed
to holders of the Underlier upon the occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed
to holders of the Underlier, a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely
affect the value of the Underlier and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity
Date for a payment determined by the Calculation Agent. 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. See “General Terms of the Notes—Reference
Stocks and Funds—Anti-dilution Adjustments—Reorganization Events” in the accompanying product supplement. |
Information Regarding the Underlier
The Underlier is registered under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required to file financial
and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer of the Underlier
can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’s SEC file number provided
below. Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement.
We have not independently verified the accuracy or completeness of the information contained in outside sources.
According to publicly available information, Wayfair Inc. operates
an e-commerce platform for home goods, offering a selection of furniture, décor, housewares and home improvement products.
The issuer of the Underlier’s SEC file number is 001-36666. The
Underlier is listed on the New York Stock Exchange under the ticker symbol “W.”
Historical Information
The following graph sets forth historical closing values of the Underlier
for the period from October 3, 2014 to June 13, 2024. The red line represents the Barrier Value. 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.
Class A Common Stock of Wayfair, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
United States Federal Income Tax Considerations
You should review carefully the section in the accompanying product
supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination
with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income
tax consequences of owning and disposing of the Notes.
Generally, this discussion assumes that you purchased the Notes for
cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences
that may arise due to any other investments relating to the Underlier. You should consult your tax adviser regarding the effect any such
circumstances may have on the U.S. federal income tax consequences of your ownership of a Note.
In the opinion of our counsel, which is based on current market conditions,
it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,”
as described in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes
Treated as Prepaid Financial Contracts that are Open Transactions” in the accompanying product supplement. There is uncertainty
regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it. Moreover, because
this treatment of the Notes and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing
supplement, each is subject to confirmation on the Trade Date. A different tax treatment could be adverse to you. Generally, if this treatment
is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition of your Notes (including upon maturity
or an earlier redemption, if applicable) and (ii) the gain or loss on your Notes should be treated as short-term capital gain or loss
unless you have held the Notes for more than one year, in which case your gain or loss should be treated as long-term capital gain or
loss.
We do not plan to request a ruling from the IRS regarding the treatment
of the Notes. An alternative characterization of the Notes could materially and adversely affect the tax consequences of ownership and
disposition of the Notes, including the timing and character of income recognized. In addition, the U.S. Treasury Department and the IRS
have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and
similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. Furthermore,
members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the Notes, possibly with retroactive effect.
Non-U.S. Holders. As discussed under “United States Federal
Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of the Code”
in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section
871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to
certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations, as modified by
an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one. Based on certain
determinations made by us, we expect that Section 871(m) will not apply to the Notes with regard to Non-U.S. Holders. Our determination
is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential
application of Section 871(m) will be provided in the final pricing supplement for the Notes.
We will not be required to pay any additional amounts with respect
to U.S. federal withholding taxes.
You should consult your tax adviser regarding the U.S. federal income
tax consequences of an investment in the Notes, including possible alternative treatments, as well as tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction.
Supplemental Plan of Distribution (Conflicts of Interest)
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and its affiliates
will act as placement agents for the Notes and will receive a fee from the Issuer that will not exceed the amount per $1,000 principal
amount of Notes specified on the cover of this pricing supplement, but will forgo any fees for sales to certain fiduciary accounts.
The value of the Notes shown on your account statement may be based
on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes (which it
is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes in light of then-prevailing market
conditions, our creditworthiness and transaction costs. For a period of approximately six months after the Issue Date, the value of the
Notes that may be shown on your account statement may be higher than RBCCM’s estimated value
of the Notes at that time. This is because the estimated value of the
Notes will not include the underwriting discount or our hedging costs and profits; however, the value of the Notes shown on your account
statement during that period may initially be a higher amount, reflecting the addition of the underwriting discount and our estimated
costs and profits from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period,
if RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.
RBCCM or another of its affiliates or agents may use this pricing supplement
in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement in a market-making transaction
in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing
supplement is being used in a market-making transaction.
For additional information about the settlement cycle of the Notes,
see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship between us and
RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
Structuring the Notes
The Notes are our debt securities. As is the case for all of our debt
securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness. In addition,
because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds
under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt security
of comparable maturity. The lower internal funding rate, the underwriting discount and the hedging-related costs relating to the Notes
reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being less than their public offering
price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary market transaction may be based
on a secondary market rate, which may result in a lower value for the Notes than if our initial internal funding rate were used.
In order to satisfy our payment obligations under the Notes, we may
choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with RBCCM and/or
one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including our creditworthiness,
interest rate movements, volatility and the tenor of the Notes. The economic terms of the Notes and the initial estimated value depend
in part on the terms of these hedging arrangements.
See “Selected Risk Considerations—Risks Relating to the
Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes Will Be Less
Than the Public Offering Price” above.
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