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Royal Bank of Canada Market Linked Securities |
Filed Pursuant to Rule 433 Registration Statement No. 333-275898
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Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the Russell 2000® Index due March 30, 2028 Term Sheet dated March 24, 2025 |
Summary of Terms
| Issuer: | Royal Bank of Canada |
| Market Measure: | The Russell 2000® Index (the “Index”) |
| Pricing Date: | March 27, 2025 |
| Issue Date: | April 1, 2025 |
| Calculation Day: | March 27, 2028 |
| Stated Maturity Date: | March 30, 2028 |
| Face Amount: | $1,000 per security |
| Automatic Call: | If the closing value of the Index on the call date is greater than or equal to the starting value, the securities will be automatically called, and on the call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium. |
| Call Premium: | At least 10.75% of the face amount (to be determined on the pricing date) |
| Call Date: | April 1, 2026 |
| Call Settlement Date: | Three business days after the call date |
| Maturity Payment Amount, if the Securities Are Not Automatically Called (per security): |
· if the ending value is greater than the starting value: $1,000 + ($1,000 × index return × upside participation rate); · if the ending value is less than or equal to the starting value, but greater than or equal to the threshold value: $1,000; or · if the ending value is less than the threshold value: $1,000 + ($1,000 × index return) |
| Threshold Value: | 75% of the starting value |
| Upside Participation Rate: | 150% |
| Index Return: | (ending value – starting value) / starting value |
| Starting Value: | The closing value of the Index on the pricing date |
| Ending Value: | The closing value of the Index on the calculation day |
| Calculation Agent: | RBC Capital Markets, LLC (“RBCCM”), an affiliate of the issuer |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| Agent Discount: | Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 2.00% and WFA may receive a distribution expense fee of 0.075%. In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services. |
| CUSIP: | 78017KXP2 |
Hypothetical Payout Profile*
* Assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date
If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Index on the call date, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Index at the upside participation rate.
If the securities are not automatically called prior to stated maturity and the ending value is less than the threshold value, you will have full downside exposure to the decrease in the value of the Index from the starting value, and you will lose more than 25%, and possibly all, of the face amount of your securities at maturity.
The issuer’s initial estimated value of the securities as of the pricing date is expected to be between $914.00 and $964.00 per $1,000 in principal amount, which is less than the public offering price. The final pricing supplement relating to the securities will set forth the issuer’s estimate of the initial value of the securities as of the pricing date. The market value of the securities at any time will reflect many factors, cannot be predicted with accuracy, and may be less than this amount. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for further information.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/1000275/000095010325003736/dp226608_424b2-wfceln306.htm
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations” in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus before making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the accompanying product supplement. Please review those risk disclosures carefully.
Risks Relating To The Terms And Structure Of The Securities
| · | If The Securities Are Not Automatically Called Prior To Stated Maturity And The Ending Value Is Less Than The Threshold Value, You Will Lose More Than 25%, And Possibly All, Of The Face Amount Of Your Securities At Stated Maturity. |
| · | If The Securities Are Automatically Called, Your Return Will Be Limited To The Call Premium. |
| · | The Securities Do Not Pay Interest, And Your Return On The Securities May Be Lower Than The Return On A Conventional Debt Security Of Comparable Maturity. |
| · | You Will Be Subject To Reinvestment Risk. |
| · | Payments On The Securities Are Subject To Our Credit Risk, And Market Perceptions About Our Creditworthiness May Adversely Affect The Market Value Of The Securities. |
| · | The Call Settlement Date Or The Stated Maturity Date May Be Postponed If The Call Date Or The Calculation Day Is Postponed. |
| · | The U.S. Federal Income Tax Consequences Of An Investment In The Securities Are Uncertain. |
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
| · | There May Not Be An Active Trading Market For The Securities And Sales In The Secondary Market May Result In Significant Losses. |
| · | The Initial Estimated Value Of The Securities Will Be Less Than The Original Offering Price. |
| · | The Initial Estimated Value Of The Securities Is Only An Estimate, Calculated As Of The Time The Terms Of The Securities Are Set. |
| · | The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways. |
Risks Relating To Conflicts Of Interest
| · | Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests. |
Risks Relating To The Index
| · | The Securities Are Subject To Small-Capitalization Companies Risk. |
| · | Investing In The Securities Is Not The Same As Investing In The Index. |
| · | Historical Values Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of The Securities. |
| · | Changes That Affect The Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities. |
| · | We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index. |
| · | We And Our Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Royal Bank of Canada toll-free at 1-877-688-2301.
As used in this term sheet, “Royal Bank of Canada,” “we,” “our” and “us” mean only Royal Bank of Canada. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.