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Auto-Callable Barrier Notes
Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index
Due April 30, 2030
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| · | Call Feature — If, on any annual Call Observation Date, the closing value of the Underlier is greater than or equal to
the Initial Underlier Value, the Notes will be automatically called for a return that increases for each Call Observation Date at a call
return rate of at least 12.75% per annum (to be determined on the Trade Date). 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
is greater than or equal to the Barrier Value, at maturity, investors will receive the principal amount of their Notes. If the Notes are
not automatically called and the Final Underlier Value is less than the Barrier Value, at maturity, investors will lose 1% of the principal
amount of their Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value. |
| KEY TERMS |
| Issuer: |
Royal Bank of Canada (“RBC”) |
| CUSIP: |
78017KZP0 |
| Underlier: |
The Solactive Equal Weight U.S. Semi Conductor Select AR Index (Bloomberg symbol “SOUSESCA”) |
| Trade Date: |
April 25, 2025 |
| Issue Date: |
April 30, 2025 |
| Valuation Date: |
April 25, 2030 |
| Maturity Date: |
April 30, 2030 |
| Call Feature: |
See “Payment If the Notes Are Automatically Called”. |
| Call Observation Dates: |
Annual |
| Call Settlement Dates: |
Annual |
| 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 is greater than or equal to the Barrier Value: $1,000
· If
the Final Underlier Value is less than the Barrier Value, an amount equal to:
$1,000
+ ($1,000 × Underlier Return)
If the Notes are not automatically called and the
Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all of your principal amount at maturity. |
| Barrier Value: |
70% of the Initial Underlier Value |
| Underlier Return: |
Final Underlier Value – Initial Underlier Value
Initial Underlier Value |
| Initial Underlier Value: |
The closing value of the Underlier on the Trade Date |
| Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
| PAYMENT IF THE NOTES ARE AUTOMATICALLY CALLED |
| If, on any Call Observation Date, the closing value of the Underlier is greater than or equal to the Initial Underlier Value, the Notes will be automatically called for a return that increases for each Call Observation Date at a call return rate of at least 12.75% per annum, to be determined on the Trade Date. 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, in each case to be determined on the Trade Date. No further payments will be made on the Notes. |
| Call Observation Date |
Amount |
Call Observation Date |
Amount |
| 1st |
At least $1,127.50 |
4th |
At least $1,510.00 |
| 2nd |
At least $1,255.00 |
5th |
At least $1,637.50 |
| 3rd |
At least $1,382.50 |
|
|
This document provides a summary of the terms of the
Notes. Investors should carefully review the accompanying preliminary pricing supplement, product supplement, index supplement, prospectus
supplement and prospectus, as well as “Selected Risk Considerations” below, before making a decision to invest in the Notes:
https://www.sec.gov/Archives/edgar/data/1000275/000095010325004288/
dp227167_424b2-us2436.htm
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 $870.00 and $920.00 per $1,000
principal amount of Notes and will be less than the public offering price of the Notes. We describe the determination of the initial estimated
value in more detail in the accompanying preliminary pricing supplement.
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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 “Selected Risk Considerations”
section of the accompanying preliminary pricing supplement and the “Risk Factors” sections of the accompanying prospectus,
prospectus supplement, index supplement and product supplement. You should not purchase the Notes unless you understand and can bear the
risks of investing in the Notes.
| · | You May Lose a Portion or All of the Principal Amount at Maturity. |
| · | Your Potential Return If the Notes Are Automatically Called Is Limited. |
| · | 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. |
| · | The Notes Are Subject to an Automatic Call. |
| · | 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. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain. |
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses. |
| · | The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price. |
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date. |
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest. |
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest. |
| · | RBCCM Coordinated with the Index Sponsor in the Development of the Underlier and the Underlying Index. |
| · | You Will Not Have Any Rights to the Securities Included in the Underlying Index. |
| · | The Underlier Has a Limited Operating History and May Perform in Unanticipated Ways. |
| · | The Underlier Is Subject to an Adjustment Factor That Will Adversely Affect the Underlier Performance. |
| · | Any Potential Benefit From the Gross Total Return Feature of the Underlying Index Will Be Reduced by the Adjustment Factor Applied
to the Underlier. |
| · | There Is No Guarantee That the Index Methodology of the Underlier or the Underlying Index Will Be Successful. |
| · | The Underlying Index Constituents Are Not Expected to Change During the Term of the Notes, and Are Limited in Number. |
| · | Dividends and Distributions of the Underlying Index Constituents May Vary When Compared to Historical Levels. |
| · | The Underlying Index Constituents Are Concentrated in the Semiconductor Industry. |
| · | The Notes Are Subject to Risks Relating to Non-U.S. Securities. |
| · | We May Accelerate the Notes If a Change-in-Law Event Occurs. |
| · | Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event. |
| · | Adjustments to the Underlier or the Underlying Index Could Adversely Affect Any Payments on the Notes. |
Royal Bank of Canada has filed a registration statement
(including a product supplement, index supplement, prospectus supplement and prospectus) with the SEC for the offering to which this document
relates. Before you invest, you should read those documents and the other documents that we have filed with the SEC for more complete
information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
we, any agent or any dealer participating in this offering will arrange to send you those documents if you so request by calling toll-free
at 1-877-688-2301.
As used in this document, “Royal Bank of Canada,”
“we,” “our” and “us” mean only Royal Bank of Canada. Capitalized terms used in this document without
definition are as defined in the accompanying preliminary pricing supplement.
Registration Statement No. 333-275898; filed pursuant
to Rule 433
