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Royal Bank of Canada Market Linked Securities
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Filed Pursuant to Rule 433 Registration Statement No. 333-275898
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Market Linked Securities—Auto-Callable with Contingent Coupon with Memory Feature and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Constellation Energy Corporation, the Common Stock of The Goldman Sachs Group, Inc. and the Class A Common Stock of Meta Platforms, Inc. due June 15, 2028 Term Sheet dated June 4, 2025 |
Summary of Terms
| Issuer: | Royal Bank of Canada |
| Market Measures: | The common stock of Constellation Energy Corporation (the “CEG Stock”), the common stock of The Goldman Sachs Group, Inc. (the “GS Stock”) and the Class A common stock of Meta Platforms, Inc. (the “META Stock”) (each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”) |
| Pricing Date: | June 12, 2025 |
| Issue Date: | June 17, 2025 |
| Final Calculation Day: | June 12, 2028 |
| Stated Maturity Date: | June 15, 2028 |
| Face Amount: | $1,000 per security |
| Contingent Coupon Payment (with Memory Feature): | On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if the closing value of the lowest performing Underlying Stock on the related calculation day is greater than or equal to its coupon threshold value. In addition, if the closing value of the lowest performing Underlying Stock on one or more calculation days is less than its coupon threshold value and, on a subsequent calculation day, the closing value of the lowest performing Underlying Stock on that subsequent calculation day is greater than or equal to its coupon threshold value, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/12. |
| Contingent Coupon Payment Dates: | Monthly, on the third business day following each calculation day, provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date |
| Contingent Coupon Rate: | At least 17.80% per annum, to be determined on the pricing date |
| Automatic Call: | If the closing value of the lowest performing Underlying Stock on any of the calculation days scheduled to occur in March, June, September and December of each year from December 2025 to March 2028, inclusive, is greater than or equal to its starting value, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments. |
| Calculation Days: | Monthly, on the 12th day of each month, commencing July 2025 and ending June 2028, provided that the June 2028 calculation day will be the final calculation day |
| Call Settlement Date: | The contingent coupon payment date immediately following the applicable calculation day |
| Maturity Payment Amount, if the Securities Are Not Automatically Called (per Security): |
· if the ending value of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its downside threshold value: $1,000; or · if the ending value of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold value: $1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day |
| Lowest Performing Underlying Stock: | For any calculation day, the Underlying Stock with the lowest performance factor on that calculation day |
| Performance Factor: | With respect to an Underlying Stock on any calculation day, its closing value on that calculation day divided by its starting value (expressed as a percentage) |
| Starting Value: | For each Underlying Stock, its closing value on the pricing date |
| Ending Value: | For each Underlying Stock, its closing value on the final calculation day |
Summary of Terms (continued)
| Coupon Threshold Value: | For each Underlying Stock, 60% of its starting value |
| Downside Threshold Value: | For each Underlying Stock, 60% of its starting value |
| 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 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFS may pay 0.075% of the agent’s discount to WFA as a distribution expense fee. In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services |
| CUSIP: | 78017K5B4 |
Hypothetical Payout Profile (maturity payment amount)
If the securities are not automatically called prior to stated maturity and the ending value of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold value, you will have full downside exposure to the decrease in the value of that Underlying Stock from its starting value, and you will lose more than 40%, and possibly all, of the face amount of your securities at maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any Underlying Stock, but you will have full downside exposure to the lowest performing Underlying Stock on the final calculation day if the ending value of that Underlying Stock is less than its downside threshold value.
The issuer’s initial estimated value of the securities as of the pricing date is expected to be between $900.00 and $940.00 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/1000275/000095010325007002/dp229799_424b2-wfceln320wof.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, 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 of The Lowest Performing Underlying Stock On The Final Calculation Day Is Less Than Its Threshold Value, You Will Lose More Than 40%, And Possibly All, Of The Face Amount Of Your Securities At Stated Maturity. |
| · | The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Contingent Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities. |
| · | The Securities Are Subject To The Full Downside Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks Perform Favorably. |
| · | Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underlying Stocks. |
| · | You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks. |
| · | You May Be Fully Exposed To The Decline In The Lowest Performing Underlying Stock On The Final Calculation Day From Its Starting Value, But Will Not Participate In Any Positive Performance Of Any Underlying Stock. |
| · | Higher Contingent Coupon Rates Are Associated With Greater Risk. |
| · | A Contingent Coupon Payment Date, A Call Settlement Date Or The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed. |
| · | 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 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 Underlying Stocks
| · | Investing In The Securities Is Not The Same As Investing In The Underlying Stocks. |
| · | Historical Values Of An Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of That Underlying Stock During The Term Of The Securities. |
| · | The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuers. |
| · | We Cannot Control Actions By The Underlying Stock Issuers. |
| · | We And Our Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Its Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
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. |