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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—Contingent Coupon with Memory Feature and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Alphabet Inc. due December 20, 2027 Term Sheet dated December 4, 2025 | |
Summary of Terms
| Issuer: | Royal Bank of Canada |
| Market Measures: | The common stock of Amazon.com, Inc. (the “AMZN Stock”) and the Class A common stock of Alphabet Inc. (the “GOOGL Stock”) (each an “Underlying Stock,” and collectively the “Underlying Stocks”) |
| Pricing Date: | December 15, 2025 |
| Issue Date: | December 18, 2025 |
| Final Calculation Day: | December 15, 2027 |
| Stated Maturity Date: | December 20, 2027 |
| 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)/4. |
| Contingent Coupon Payment Dates: | Quarterly, 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 7.75% per annum, to be determined on the pricing date |
| Calculation Days: | Quarterly, on the 15th day of each March, June, September and December, commencing March 2026 and ending December 2027, provided that the December 2027 calculation day will be the final calculation day |
| Maturity Payment Amount (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 + buffer amount) |
| Buffer Amount | 30% |
| 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 |
| Coupon Threshold Value: | For each Underlying Stock, 70% of its starting value |
| Downside Threshold Value: | For each Underlying Stock, 70% 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 |
Summary of Terms (continued)
| 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 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 0.20% for marketing and other services |
| CUSIP: | 78017PWW7 |
Hypothetical Payout Profile (maturity payment amount)
If the ending value of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold value, you will have 1-to-1 downside exposure to the decrease in the value of that Underlying Stock in excess of the buffer amount and will lose up to 70% 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 either Underlying Stock, but you will have 1--to-1 downside exposure to the lowest performing Underlying Stock on the final calculation day in excess of the buffer amount if its ending value is less than its downside threshold value.
The initial estimated value of the securities determined by us as of the pricing date, which we refer to as the initial estimated value, is expected to be between $901.50 and $951.50 per security and will be less than the original offering price of the securities. We describe the determination of the initial estimated value in more detail in the accompanying preliminary pricing 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.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/1000275/000095010325015712/dp238338_424b2-wfceln353.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.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
An investment in the securities involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the securities. Some of the risks that apply to an investment in the securities 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 and product supplement. You should not purchase the securities unless you understand and can bear the risks of investing in the securities.
Risks Relating To The Terms And Structure Of The Securities
| · | If The Ending Value Of The Lowest Performing Underlying Stock On The Final Calculation Day Is Less Than Its Downside Threshold Value, You Will Lose Up To 70% Of The Face Amount Of Your Securities At 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 Downside Risks Of Each Underlying Stock And Will Be Negatively Affected If Either Underlying Stock Performs Poorly, Even If The Other Underlying Stock Performs 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 Stock. |
| · | You Will Be Subject To Risks Resulting From The Relationship Between The Underlying Stocks. |
| · | You May Be Exposed To The Decline In The Lowest Performing Underlying Stock On The Final Calculation Day In Excess Of The Buffer Amount, But Will Not Participate In Any Positive Performance Of Either Underlying Stock. |
| · | Higher Contingent Coupon Rates Are Associated With Greater Risk. |
| · | A Contingent Coupon Payment Date Or The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed. |
| · | 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 Its Future Performance 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 Either Underlying Stock Issuer And Have Not Independently Verified Its Public Disclosure Of Information. |
| · | You Have Limited Anti-dilution Protection. |
Royal Bank of Canada has filed a registration statement (including a product 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. 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.