Registration Statement No. 333-275898
Filed Pursuant to Rule 433
STEP Income Securities® Linked to the
Common Stock of Microsoft Corporation
| Issuer |
Royal Bank of Canada (“RBC”) |
| Principal Amount |
$10.00 per unit |
| Term |
Approximately one year and one week |
| Market Measure |
Common stock of Microsoft Corporation (the “Market Measure”) (Nasdaq symbol: “MSFT”) |
| Interest |
9.50% per year, payable quarterly |
| Payout Profile at Maturity |
·
If
the Ending Value is greater than or equal to 109.50% of the Starting Value, a payment of [$0.10 to $0.50] per unit
·
1-to-1
downside exposure to decreases in the Market Measure, with 100% of your principal at risk |
| Step Level |
109.50% of the Starting Value of the Market Measure |
| Step Payment |
[$0.10 to $0.50] per unit, which represents a return of [1.00% to 5.00%] of the principal amount, to be determined on the pricing date |
| Threshold Value |
100% of the Starting Value |
| Preliminary Offering Documents |
https://www.sec.gov/Archives/edgar/data/1000275/000095010326004657/dp244153_424b2-mlbgb.htm |
| Exchange Listing |
No |
You should read the relevant Preliminary Offering Documents before
you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy.
Risk Factors
Please see the Preliminary Offering Documents for a description of
certain risks related to this investment, including, but not limited to, the following:
| · | Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss;
there is no guaranteed return of principal. |
| · | Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of
comparable maturity. |
| · | Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect
the value of the notes. |
| · | You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level. |
| · | Your investment return is limited to the return represented by the periodic interest payments over the term of the notes and the Step
Payment, if any, and may be less than a comparable investment directly in the Market Measure. |
| · | The initial estimated value of the notes is only an estimate, determined as of a particular point in time by reference to our and
our affiliates’ pricing models. |
| · | The public offering price you pay for the notes will exceed the initial estimated value. |
| · | The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S, BofAS or any of our affiliates
would be willing to purchase your notes in any secondary market (if any exists) at any time. |
| · | A trading market is not expected to develop for the notes. |
| · | Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades in the
Market Measure), and any hedging and trading activities we, MLPF&S, BofAS or our respective affiliates engage in for our clients’
accounts, may affect the market value and return of the notes and may create conflicts of interest with you. |
| · | There may be potential conflicts of interest involving the calculation agent, which is BofAS. |
| · | The Underlying Company will have no obligations relating to the notes, and none of us, MLPF&S or BofAS will perform any due diligence
procedures with respect to the Underlying Company in connection with this offering. |
| · | You will have no rights of a holder of the Market Measure, and you will not be entitled to receive shares of the Market Measure or
dividends or other distributions by the Underlying Company. |
| · | While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of the Underlying Company, we, MLPF&S,
BofAS and our respective affiliates do not control the Underlying Company, and have not verified any disclosure made by the Underlying
Company. |
| · | The Redemption Amount will not be adjusted for all corporate events that could affect the Market Measure. See “Description of
the Notes—Anti-Dilution Adjustments” beginning on page PS-22 of product supplement STEPS-1. |
| · | The U.S. federal income tax consequences of an investment in the notes are uncertain. |
Final terms will be set on the pricing date within the given range
for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related
risks and tax disclosure.
RBC has filed a registration statement (including a product supplement,
a prospectus supplement and a 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 RBC has filed with the SEC, for more complete information about RBC and this offering.
You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBC, any agent, or
any dealer participating in this offering will arrange to send you these documents if you so request by calling toll-free 1-800-294-1322.
