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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 Lowest Performing of the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due January 19, 2029 Term Sheet dated December 29, 2025 |
Summary of Terms
| Issuer: | Royal Bank of Canada |
| Market Measures: | The common stock of Microsoft Corporation (the “MSFT Stock”) and the common stock of NVIDIA Corporation (the “NVDA Stock”) (each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”) |
| Pricing Date: | January 16, 2026 |
| Issue Date: | January 22, 2026 |
| Calculation Day: | January 16, 2029 |
| Stated Maturity Date: | January 19, 2029 |
| Face Amount: | $1,000 per security |
| Automatic Call: | If the closing value of the lowest performing Underlying Stock on the call date is greater than or equal to its 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 29.00% of the face amount (to be determined on the pricing date) |
| Call Date: | January 22, 2027 |
| 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 of the lowest performing Underlying Stock on the calculation day is greater than its starting value: $1,000 + ($1,000 × stock return of the lowest performing Underlying Stock on the calculation day × upside participation rate); · if the ending value of the lowest performing Underlying Stock on the calculation day is less than or equal to its starting value, but greater than or equal to its threshold value: $1,000; or · if the ending value of the lowest performing Underlying Stock on the calculation day is less than its threshold value: $1,000 + ($1,000 × stock return of the lowest performing Underlying Stock on the calculation day) |
| Upside Participation Rate: | 200% |
| Stock Return: | For each Underlying Stock, on the call date or the calculation day: (closing value on that day – starting value) / starting value |
| Lowest Performing Underlying Stock: | For the call date or the calculation day, the Underlying Stock with the lowest stock return on that day |
| Starting Value: | For each Underlying Stock, its closing value on the pricing date |
| Ending Value: | For each Underlying Stock, its closing value on the calculation day |
| Threshold Value: | For each Underlying Stock, 50% 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 2.575%; 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 0.20% for marketing and other services. |
| CUSIP: | 78017PZ79 |
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 either Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of either Underlying Stock at the upside participation rate.
If the securities are not automatically called prior to stated maturity and the ending value of the lowest performing Underlying Stock on the calculation day is less than its 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 50%, and possibly all, of the face amount of your securities at maturity.
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 $894.50 and $944.50 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/1000275/000095010325016562/dp239176_424b2-wfceln357ms.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 Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or 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. |
| · | The Securities Are Subject To The Full 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 The Call Date Or The Calculation Day, As Applicable, 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 Will Be Subject To Reinvestment Risk. |
| · | The Call Settlement Date Or The Stated Maturity Date May Be Postponed If The Call Date Or The 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.