Pricing Supplement dated December 19, 2024 |
|
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
Royal
Bank of Canada Capped Buffer GEARS
$3,090,000 Securities Linked to a Basket of Thirty-Three Equity
Securities due June 23, 2026
The Capped Buffer GEARS (the “Securities”) are senior unsecured
debt securities issued by Royal Bank of Canada linked to an equally weighted basket (the “Basket”) of thirty-three equity
securities (each, a “Basket Underlying”), as listed on page 4 of this pricing supplement. If the Basket Return (as defined
below) is positive, we will repay the principal amount at maturity plus pay a return equal to 1.5 (the “Upside Gearing”) times
the Basket Return, up to the Maximum Gain. The Maximum Gain is 25.20%. If the Basket Return is zero or negative, but the Final Basket
Value is greater than or equal to the Downside Threshold, we will repay the full principal amount at maturity. However, if the Basket
Return is negative and the Final Basket Value is less than the Downside Threshold, we will pay less than the full principal amount at
maturity and you will lose 1% of the principal amount of your Securities for every 1% decline in the value of the Basket over the term
of the Securities in excess of the Buffer, and you may lose up to 85% of the principal amount. Investing
in the Securities involves significant risks. The Securities do not pay dividends or interest. You will lose some or a significant portion
of your principal amount if the Final Basket Value is less than the Downside Threshold. The Upside Gearing and buffered downside exposure
of the Basket apply only at maturity. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness.
If we default on our payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire
investment. The Securities will not be listed on any securities exchange.
q |
Enhanced Growth Potential, Subject to the Maximum Gain — At maturity, if the Basket Return is positive, we will pay you the principal amount plus a return equal to the Upside Gearing times the Basket Return, up to the Maximum Gain. |
q |
Buffered Downside Market Exposure with Contingent Repayment of Principal at Maturity — If the Basket Return is zero or negative, but the Final Basket Value is greater than or equal to the Downside Threshold, we will repay the full principal amount at maturity. However, if the Basket Return is negative and the Final Basket Value is less than the Downside Threshold, we will pay less than the full principal amount at maturity, resulting in a loss of principal amount that is proportionate to the percentage decline in the value of the Basket in excess of the Buffer. Accordingly, you may lose some or a significant portion of the principal amount of the Securities. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness. |
Strike Date |
December 18, 2024 |
Trade Date |
December 19, 2024 |
Settlement Date |
December 23, 2024 |
Final Valuation Date1 |
June 18, 2026 |
Maturity Date1 |
June 23, 2026 |
1 |
Subject to postponement. See “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product supplement. |
NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. WE ARE
NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES HAVE THE DOWNSIDE MARKET
RISK OF THE BASKET IN EXCESS OF THE BUFFER. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING OUR DEBT OBLIGATIONS.
YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING
IN THE SECURITIES. |
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY
RISKS” BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT AND UNDER “RISK FACTORS” IN THE ACCOMPANYING PROSPECTUS, PROSPECTUS
SUPPLEMENT AND PRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE SOME OR A SIGNIFICANT PORTION OF THE PRINCIPAL
AMOUNT OF YOUR SECURITIES.
We are offering Capped Buffer GEARS Linked to a Basket of Thirty-Three
Equity Securities. The Securities will be issued in minimum denominations of $10, and integral multiples of $10 in excess thereof, with
a minimum investment of $1,000. The return on the Securities is subject to, and will not exceed, the Maximum Gain. The Maximum Gain was
set on the Strike Date.
Basket |
Basket Weightings |
Maximum Gain |
Upside Gearing |
Initial Basket Value |
Downside Threshold |
Buffer |
CUSIP / ISIN |
Basket of Thirty-Three Equity Securities |
1/33 |
25.20% |
1.5 |
100.00 |
85.00, 85% of the Initial Basket Value |
15% |
78017B383 / US78017B3832 |
See “Additional Information about Royal Bank of Canada and
the Securities” in this pricing supplement. The Securities will have the terms specified in the prospectus dated December 20, 2023,
the prospectus supplement dated December 20, 2023, the product supplement no. 1A dated May 16, 2024 and this pricing supplement.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission or any other regulatory body has approved or disapproved of the Securities or passed upon the adequacy
or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Securities will not constitute
deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian or
U.S. governmental agency or instrumentality. The Securities are not bail-inable notes and are not subject to conversion into our common
shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
|
Price to Public |
Fees and Commissions(1) |
Proceeds to Us |
Offering of the Securities |
Total |
Per Security |
Total |
Per Security |
Total |
Per Security |
Securities Linked to a Basket of Thirty-Three Equity Securities |
$3,090,000 |
$10.00 |
$0 |
$0.00 |
$3,090,000 |
$10.00 |
(1) All sales of the Securities will be made to fee-based
advisory accounts for which UBS Financial Services Inc., which we refer to as UBS, is an investment advisor, and UBS will act as a placement
agent. UBS will not receive a commission. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.
The initial estimated value of the Securities determined by us as of
the Trade Date, which we refer to as the initial estimated value, is $9.90 per Security and is less than the public offering price of
the Securities. 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. We describe the determination of the initial estimated value in more detail below.
UBS Financial
Services Inc. |
RBC
Capital Markets, LLC |
Additional Information about Royal Bank of Canada and the Securities |
You should read this pricing supplement together with the prospectus
dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior Global Medium-Term
Notes, Series J, of which the Securities are a part, and the product supplement no. 1A dated May 16, 2024. This
pricing supplement, together with these documents, contains the terms of the Securities and supersedes all other prior or contemporaneous
oral statements as well as any other written materials, including preliminary or indicative pricing terms, correspondence, trade ideas,
structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours.
We have not authorized anyone to provide any information or to make
any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed below.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
These documents are an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each such document is current only as of its date.
If the information in this pricing supplement differs from the information
contained in the documents listed below, you should rely on the information in this pricing supplement.
You should carefully consider, among other things, the matters set forth
in “Key Risks” in this pricing supplement and “Risk Factors” in the documents listed below, as the Securities
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisers before you invest in the Securities.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1000275. As used
in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us”
mean only Royal Bank of Canada.
Selected Purchase Considerations |
The Securities may be appropriate for you if, among other considerations:
| ¨ | You fully understand the risks inherent in an investment in the Securities, including the risk of loss
of a significant portion of your initial investment. |
| ¨ | You can tolerate the loss of some or a significant portion of the principal amount of the Securities
and are willing to make an investment that has the downside market risk of the Basket in excess of the Buffer. |
| ¨ | You believe that the value of the Basket will appreciate from the Initial Basket Value to the Final
Basket Value and that any such appreciation is unlikely to exceed the Maximum Gain. |
| ¨ | You understand and accept that your potential return is limited by the Maximum Gain. |
| ¨ | You are willing to invest in the Securities based on the Maximum Gain set forth on the cover page of
this pricing supplement. |
| ¨ | You do not seek current income from your investment and are willing to forgo the dividends paid on the
Basket Underlyings. |
| ¨ | You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to
or exceed the downside fluctuations in the value of the Basket. |
| ¨ | You fully understand and accept the risks associated with the Basket. |
| ¨ | You are willing to hold the Securities to maturity and accept that there may be little or no secondary
market for the Securities. |
| ¨ | You are willing to assume our credit risk for all payments under the Securities, and understand that
if we default on our obligations, you may not receive any amounts due to you, including any repayment of principal. |
The Securities may not be appropriate
for you if, among other considerations:
| ¨ | You do not fully understand the risks inherent in an investment in the Securities, including the risk
of loss of a significant portion of your initial investment. |
| ¨ | You cannot tolerate the loss of some or a significant portion of the principal amount of the Securities,
and you are not willing to make an investment that has the downside market risk of the Basket in excess of the Buffer. |
| ¨ | You believe that the value of the Basket will decline from the Initial Basket Value to the Final Basket
Value, or you believe the value of the Basket will appreciate from the Initial Basket Value to the Final Basket Value by more than the
Maximum Gain. |
| ¨ | You seek an investment that has unlimited return potential without a cap on appreciation. |
| ¨ | You are unwilling to invest in the Securities based on the Maximum Gain set forth on the cover page
of this pricing supplement. |
| ¨ | You seek current income from your investment or prefer to receive the dividends paid on the Basket Underlyings. |
| ¨ | You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar
to or exceed the downside fluctuations in the value of the Basket. |
| ¨ | You do not fully understand or accept the risks associated with the Basket. |
| ¨ | You are unable or unwilling to hold the Securities to maturity, or you seek an investment for which
there will be an active secondary market. |
| ¨ | You are not willing to assume our credit risk for all payments under the Securities, including any repayment
of principal. |
The considerations identified above are not exhaustive. Whether or
not the Securities are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting, and other advisers have carefully considered the appropriateness
of an investment in the Securities in light of your particular circumstances. You should also review carefully the “Key Risks”
in this pricing supplement and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement
for risks related to an investment in the Securities. For more information about the Basket Underlyings, see “Information about
the Basket Underlyings” below.
Final Terms of the Securities1 |
Issuer: |
Royal Bank of Canada |
Principal Amount: |
$10 per Security (subject to minimum investment of 100 Securities) |
Term: |
Approximately 1.5 years |
Basket: |
An equally weighted basket consisting of the following equity securities: |
Basket Underlying |
Bloomberg Symbol |
Initial Basket Underlying Value* |
Basket Weighting |
Common stock of Apple Inc. |
AAPL UW |
248.05 |
1/33 |
Class A ordinary shares of Accenture plc |
ACN UN |
347.61 |
1/33 |
Common stock of Adobe Inc. |
ADBE UW |
441.31 |
1/33 |
Common stock of Applied Materials, Inc. |
AMAT UW |
165.45 |
1/33 |
Common stock of Advanced Micro Devices, Inc. |
AMD UW |
121.41 |
1/33 |
Common stock of Amazon.com, Inc. |
AMZN UW |
220.52 |
1/33 |
Common stock of Arista Networks, Inc. |
ANET UN |
108.07 |
1/33 |
Ordinary shares of ASML Holding NV |
ASML UW |
719.49 |
1/33 |
Common stock of Broadcom Inc. |
AVGO UW |
223.62 |
1/33 |
American depositary shares of Alibaba Group Holding Limited |
BABA UN |
85.00 |
1/33 |
American depositary shares of Baidu, Inc. |
BIDU UW |
88.35 |
1/33 |
Common stock of Salesforce, Inc. |
CRM UN |
337.23 |
1/33 |
Class A common stock of CrowdStrike Holdings, Inc. |
CRWD UW |
349.18 |
1/33 |
Common stock of Cisco Systems, Inc. |
CSCO UW |
57.53 |
1/33 |
Class C common stock of Dell Technologies Inc. |
DELL UN |
112.67 |
1/33 |
Class C capital stock of Alphabet Inc. |
GOOG UW |
190.15 |
1/33 |
Common stock of Intel Corporation |
INTC UW |
19.30 |
1/33 |
Common stock of KLA Corporation |
KLAC UW |
630.77 |
1/33 |
Common stock of Lam Research Corporation |
LRCX UW |
75.20 |
1/33 |
Class A common stock of Meta Platforms, Inc. |
META UW |
597.19 |
1/33 |
Common stock of Marvell Technology, Inc. |
MRVL UW |
105.28 |
1/33 |
Common stock of Microsoft Corporation |
MSFT UW |
437.39 |
1/33 |
Common stock of Micron Technology, Inc. |
MU UW |
103.90 |
1/33 |
Common stock of Netflix, Inc. |
NFLX UW |
889.55 |
1/33 |
Common stock of ServiceNow, Inc. |
NOW UN |
1,060.99 |
1/33 |
Common stock of NVIDIA Corporation |
NVDA UW |
128.91 |
1/33 |
Common stock of Oracle Corporation |
ORCL UN |
165.41 |
1/33 |
Common stock of Palo Alto Networks, Inc. |
PANW UW |
188.76 |
1/33 |
Common stock of QUALCOMM Incorporated |
QCOM UW |
153.05 |
1/33 |
Class A common stock of Snowflake Inc. |
SNOW UN |
162.59 |
1/33 |
American depositary shares of Taiwan Semiconductor Manufacturing Company Limited |
TSM UN |
195.56 |
1/33 |
Common stock of Texas Instruments Incorporated |
TXN UW |
185.00 |
1/33 |
Common stock of Uber Technologies, Inc. |
UBER UN |
61.23 |
1/33 |
* With respect to each Basket Underlying, the closing value of that Basket Underlying on the Strike Date. The Initial Basket Underlying Value of each Basket Underlying is not the closing value of that Basket Underlying on the Trade Date. |
Payment at Maturity: |
If the
Basket Return is positive, we will pay you at maturity an amount per Security equal to:
$10 + ($10 × the lesser of (i) Upside
Gearing × Basket Return and (ii) Maximum Gain)
If the
Basket Return is zero or negative and the Final Basket Value is greater than or equal to the Downside Threshold, we will pay
you at maturity an amount per Security equal to:
$10
If the
Basket Return is negative and the Final Basket Value is less than the Downside Threshold, we will pay you at maturity an amount
per Security equal to:
$10 + [$10 × (Basket Return + Buffer)]
In this scenario, you will lose some or a significant portion of
the principal amount of the Securities in an amount proportionate to the percentage decline in the value of the Basket in excess
of the Buffer.
|
Upside Gearing: |
1.5 |
Maximum Gain: |
25.20% |
Downside Threshold: |
85.00, 85% of the Initial Basket Value |
Buffer: |
15% |
Basket Return: |
Final Basket Value – Initial Basket Value
Initial Basket Value |
Initial Basket Value: |
Set equal to 100 on the Strike Date |
Final Basket Value: |
100 × [1 + (the sum of, for each Basket Underlying, its Basket Underlying Return times its Basket Weighting)] |
Basket Underlying Return: |
With respect to each Basket Underlying:
(Final Basket Underlying Value – Initial
Basket Underlying Value) / Initial Basket Underlying Value |
Final Basket Underlying Value: |
With respect to each Basket Underlying, the closing value of that Basket Underlying on the Final Valuation Date |
Calculation Agent: |
RBC Capital Markets, LLC (“RBCCM”) |
|
Strike Date: |
|
Each Initial Basket Underlying Value was determined and the Maximum Gain was set. The Initial Basket Value was set to 100. |
|
|
|
|
|
|
|
Maturity Date: |
|
The Final Basket Value is observed and the Basket Return is determined
on the Final Valuation Date.
If the Basket
Return is positive, we will pay you at maturity an amount per Security equal to:
$10 + ($10 × the lesser of (i) Upside Gearing
× Basket Return and (ii) Maximum Gain)
If the Basket
Return is zero or negative and the Final Basket Value is greater than or equal to the Downside Threshold, we will pay you at
maturity an amount per Security equal to:
$10
If the Basket
Return is negative and the Final Basket Value is less than the Downside Threshold, we will pay you at maturity an amount per
Security equal to:
$10 + [$10 × (Basket Return + Buffer)]
In this scenario, you will lose some or a significant portion of
the principal amount of the Securities in an amount proportionate to the percentage decline in the value of the Basket in excess
of the Buffer.
|
|
Investing in the Securities involves significant risks. The Securities
do not pay dividends or interest. You will lose some or a significant portion of your principal amount if the Final Basket Value is less
than the Downside Threshold. The Upside Gearing and buffered downside exposure of the Basket apply only at maturity. Any payment on the
Securities, including any repayment of principal, is subject to our creditworthiness. If we default on our payment obligations, you may
not receive any amounts owed to you under the Securities and you could lose your entire investment.
1 Terms used in this pricing supplement, but not defined
herein, shall have the meanings ascribed to them in the accompanying product supplement.
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 “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
| ¨ | Your Investment in the Securities May Result in a Loss of Principal
— The Securities differ from ordinary debt securities in that we are not necessarily obligated to repay the full principal amount
of the Securities at maturity. The return on the Securities at maturity is linked to the performance of the Basket and will depend on
whether, and the extent to which, the Basket Return is positive or negative. If the Basket Return is negative and the Final Basket Value
is less than the Downside Threshold, you will be exposed to the negative Basket Return in excess of the Buffer, and we will pay you less
than your principal amount at maturity, resulting in a loss of principal of your Securities that is proportionate to the percentage decline
in the value of the Basket in excess of the Buffer. Accordingly, you could
lose some or a significant portion of the principal amount of the Securities. |
| ¨ | 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 Securities are our senior unsecured
debt securities, and your receipt of any amounts due on the Securities is dependent upon our ability to pay our obligations as they come
due. If we were to default on our payment obligations, you may not receive any amounts owed to you under the Securities and you could
lose your entire investment. In addition, any negative changes in market perceptions about our creditworthiness may adversely affect the
market value of the Securities. |
| ¨ | Your Maximum Return on the Securities Is Limited by the Maximum Gain
— If the Basket Return is positive, for each Security, we will pay you at maturity $10 plus an additional return that will not exceed
the Maximum Gain, regardless of the appreciation of the Basket, which may be significant. Therefore, you will not benefit from any positive
Basket Return in excess of an amount that, when multiplied by the Upside Gearing, exceeds the Maximum Gain, and your return on the Securities
may be less than the return on a direct investment in the Basket or the Basket Underlyings. |
| ¨ | The Upside Gearing, Buffer and Contingent Repayment of Principal Apply
Only If You Hold the Securities to Maturity — You should be willing to hold your Securities to maturity. The market value
of the Securities may fluctuate between the date you purchase them and the Final Valuation Date. If you are able to sell your Securities
prior to maturity in the secondary market, if any, the price you receive likely will not reflect the full economic value of the Upside
Gearing and Buffer and may represent a loss relative to your initial investment even if at that time the value of the Basket is greater
than the Downside Threshold. Accordingly, your return under these circumstances may be lower than the return of the Basket, as well as
the return on the Securities that would be payable at maturity based on the return of the Basket. You can receive the full benefit of
the Upside Gearing and the Buffer only if you hold your Securities to maturity. |
| ¨ | The Probability That the Value of the Basket Will Fall Below the Downside
Threshold on the Final Valuation Date Will Depend on the Volatility of the Basket — Volatility is a measure of the degree
of variation in the value of the Basket over a period of time. Greater expected volatility with respect to the Basket reflects a higher
expectation as of the Trade Date that the value of the Basket could fall below the Downside Threshold on the Final Valuation Date, resulting
in the loss of some or a significant portion of your investment. However, the Basket’s volatility can change significantly over
the term of the Securities. The value of the Basket could fall sharply, which could result in a significant loss of principal. |
| ¨ | 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 — There will be no periodic interest
payments on the Securities as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The
return that you will receive on the Securities, which could be negative, may be less than the return you could earn on other investments.
Even if your return is positive, your return may be less than the return you would earn if you purchased one of our conventional senior
interest-bearing debt securities. |
| ¨ | Changes in the Value of One Basket Underlying May Be Offset by Changes
in the Values of the Other Basket Underlyings — A change in the value of one Basket Underlying may not correlate with
changes in the values of the other Basket Underlyings. The value of one Basket Underlying may increase, while the values of the other
Basket Underlyings may not increase as much, or may even decrease. Therefore, in determining the value of the Basket as of any time, increases
in the value of one Basket Underlying may be moderated, or wholly offset, by lesser increases or decreases in the values of the other
Basket Underlyings. |
| ¨ | Any Payment on the Securities Will Be Determined Based on the Closing Values
of the Basket Underlyings on the Dates Specified — Any payment on the Securities will be determined based on the closing
values of the Basket Underlyings on the dates specified. You will not benefit from any more favorable values of the Basket Underlyings
determined at any other time. |
| ¨ | The Securities Will Be Subject to Risks, Including Non-Payment in Full,
under Canadian Bank Resolution Powers — Under Canadian bank resolution powers, the Canada Deposit Insurance Corporation
(“CDIC”) may, in circumstances where we have ceased, or are about to cease, to be viable, assume temporary control or ownership
over us and may be granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose
of all or a part of our assets, and the power to carry out or cause us to carry out a transaction or a series of transactions the purpose
of which is to restructure our business. See “Description of Debt Securities—Canadian Bank Resolution Powers” in the
accompanying prospectus for a description of the Canadian bank resolution powers. If the CDIC were to take action under the Canadian bank
resolution powers with respect to us, holders of the Securities could be exposed to losses. |
| ¨ | The U.S. Federal Income Tax Consequences of an Investment in the Securities
Are Uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Securities,
and significant aspects of the tax treatment of the Securities are uncertain. You should review carefully the section entitled “What
Are the Tax Consequences of the Securities?—United States Federal Income Tax Considerations” herein, in combination with the
section entitled “United States Federal Income Tax Considerations” in the accompanying product supplement, and consult your
tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities. |
Risks Relating to the Initial Estimated Value of the Securities
and the Secondary Market for the Securities
| ¨ | There May Not Be an Active Trading Market for the Securities; Sales in
the Secondary Market May Result in Significant Losses — There may be little or no secondary market for the Securities.
The Securities will not be listed on any securities exchange. RBCCM and our other affiliates intend to make a market for the Securities;
however, they are not required to do so and, if they choose to do so, may stop any market-making activities at any time. Because other
dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely
to depend on the price, if any, at which RBCCM or any of our other affiliates is willing to buy the Securities. Even if a secondary market
for the Securities develops, it may not provide enough liquidity to allow you to easily trade or sell the Securities. We expect that transaction
costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Securities in any secondary
market could be substantial. If you sell your Securities before maturity, you may have to do so at a substantial discount from the price
that you paid for them, and as a result, you may suffer significant losses. The Securities are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Securities to maturity. |
| ¨ | The Initial Estimated Value of the Securities Is Less Than the Public Offering
Price — The initial estimated value of the Securities is less than the public offering price of the Securities and does
not represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the Securities in any secondary
market (if any exists) at any time. If you attempt to sell the Securities prior to maturity, their market value may be lower than the
price you paid for them and the initial estimated value. This is due to, among other things, changes in the values of the Basket Underlyings,
the internal funding rate we pay to issue securities of this kind (which is lower than the rate at which we borrow funds by issuing conventional
fixed rate debt) and the inclusion in the public offering price of our estimated profit and the estimated costs relating to our hedging
of the Securities. These factors, together with various credit, market and economic factors over the term of the Securities, are expected
to reduce the price at which you may be able to sell the Securities in any secondary market and will affect the value of the Securities
in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which
you may be able to sell your Securities prior to maturity may be less than your original purchase price, as any such sale price would
not be expected to include our estimated profit or the hedging costs relating to the Securities. In addition, any price at which you may
sell the Securities is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the
Securities determined for any secondary market price is expected to be based on a secondary market rate rather than the internal funding
rate used to price the Securities and determine the initial estimated value. As a result, the secondary market price will be less than
if the internal funding rate were used. |
| ¨ | The Initial Estimated Value of the Securities Is Only an Estimate, Calculated
as of the Trade Date — The initial estimated value of the Securities is based on the value of our obligation to make
the payments on the Securities, together with the mid-market value of the derivative embedded in the terms of the Securities. See “Structuring
the Securities” below. Our estimate is based on a variety of assumptions, including our internal funding rate (which represents
a discount from our credit spreads), expectations as to dividends, interest rates and volatility and the expected term of the Securities. |
These assumptions are based on certain
forecasts about future events, which may prove to be incorrect. Other entities may value the Securities or similar securities at a price
that is significantly different than we do.
The value of the Securities at any time
after the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As
a result, the actual value you would receive if you sold the Securities in any secondary market, if any, should be expected to differ
materially from the initial estimated value of the Securities.
| ¨ | The Terms of the Securities at Issuance and Their Market Value Prior to
Maturity Are Influenced by Many Unpredictable Factors — Many economic and market factors influence the terms of the Securities
at issuance and affect their value prior to maturity. These factors are similar in some ways to those that could affect the value of a
combination of instruments that might be used to replicate the payments on the Securities, including a combination of a bond with one
or more options or other derivative instruments. For the market value of the Securities, we expect that, generally, the value of the Basket
on any day will affect the value of the Securities more than any other single factor. However, you should not expect the value of the
Securities in the secondary market to vary in proportion to changes in the value of the Basket. The value of the Securities will be affected
by a number of other factors that may either offset or magnify each other, including: |
| ¨ | the values of the Basket Underlyings; |
| ¨ | the actual and expected volatility of the Basket Underlyings; |
| ¨ | the time remaining to maturity of the Securities; |
| ¨ | the dividend rates on the Basket Underlyings; |
| ¨ | interest and yield rates in the market generally, as well as in the markets of the Basket Underlyings; |
| ¨ | a variety of economic, financial, political, regulatory or judicial events; |
| ¨ | the exchange rates between the U.S. dollar and the relevant foreign currencies; and |
| ¨ | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
Some or all of these factors influence
the terms of the Securities at issuance and affect the price you will receive if you choose to sell the Securities prior to maturity.
The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors.
Risks Relating to Conflicts of Interest and Our Trading Activities
| ¨ | Our, Our Affiliates’ and UBS’s Business and Trading Activities
May Create Conflicts of Interest — You should make your own independent investigation of the merits of investing in the
Securities. Our, our affiliates’ and UBS’s economic interests are potentially adverse to your interests as an investor in
the Securities due to our, our affiliates’ and UBS’s business and trading activities, and we, our affiliates and UBS have
no obligation to consider your interests in taking any actions that might affect the value of the Securities. Trading by us, UBS and our
respective affiliates may adversely affect the values of the Basket Underlyings and the market value of the Securities. See “Risk
Factors—Risks Relating to Conflicts of Interest” in the accompanying product supplement. |
| ¨ | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest
— As Calculation Agent, our affiliate, RBCCM, will determine any values of the Basket Underlyings and make any other determinations
necessary to calculate any payments on the Securities. In making these determinations, the Calculation Agent may be required to make discretionary
judgments, including those described under “— Risks Relating to the Basket Underlyings” below. In making these discretionary
judgments, the economic interests of the Calculation Agent are potentially adverse to your interests as an investor in the Securities,
and any of these determinations may adversely affect any payments on the Securities. The Calculation Agent will have no obligation to
consider your interests as an investor in the Securities in making any determinations with respect to the Securities. |
Risks Relating
to the Basket Underlyings
| ¨ | You Will Not Have Any Rights to Any Basket Underlying —
As an investor in the Securities, you will not have voting rights or rights to receive dividends or other distributions or any other rights
with respect to any Basket Underlying. |
| ¨ | The Basket Underlyings Are Concentrated in the Technology Sector
— All of the Basket Underlyings are issued by companies in the technology sector. Although an investment in the Securities will
not give holders any ownership or other direct interests in the Basket Underlyings, the return on an investment in the Securities will
be subject to certain risks associated with a direct equity investment in companies in the technology services sector. Accordingly, by
investing in the |
Securities, you will not benefit from the
diversification which could result from an investment linked to companies that operate in multiple sectors.
| ¨ | There Are Important Differences between the American Depositary Shares of Alibaba Group Holding Limited and the Ordinary Shares
of Alibaba Group Holding Limited, between the American Depositary Shares of Baidu, Inc. and the Class A Ordinary Shares of Baidu, Inc.
and between the American Depositary Shares of Taiwan Semiconductor Manufacturing Company Limited and the Common Shares of Taiwan Semiconductor
Manufacturing Company Limited — There are important differences between the rights of holders of American depositary shares
and the rights of holders of the shares they represent. For example, a company may make distributions in respect of its shares that are
not passed on to the holders of its American depositary shares. Any such differences between the rights of holders of the Basket Underlyings
that are American depositary shares and the rights of holders of the shares they represent may be significant and may materially and adversely
affect the value of the Basket Underlyings that are American depositary shares and, as a result, the value of the Securities. |
| ¨ | The Securities Are Subject to Risks Relating to Non-U.S. Securities — Because the issuers of some of the Basket Underlyings
are incorporated in non-U.S. countries, an investment in the Securities involves risks associated with the home countries of the issuers
of those non-U.S. securities. The prices of securities of non-U.S. companies may be affected by political, economic, financial and social
factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. |
| ¨ | The Values of the American Depositary Shares of Alibaba Group Holding Limited, the American Depositary Shares of Baidu, Inc. and
the American Depositary Shares of Taiwan Semiconductor Manufacturing Company Limited Are Subject to Currency Exchange Risk —
Because the American depositary shares of Alibaba Group Holding Limited, the American Depositary Shares of Baidu, Inc. and the American
depositary shares of Taiwan Semiconductor Manufacturing Company Limited are denominated in U.S. dollars but represent non-U.S. equity
securities that are denominated in a non-U.S. currency, the values of those Basket Underlyings will be exposed to the currency exchange
rate risk with respect to the relevant currencies relative to the U.S. dollar. If the U.S. dollar strengthens against the relevant currencies,
the values of those Basket Underlyings and the value of the Securities will be adversely affected. |
| ¨ | We May Accelerate the Securities If a Change-in-Law Event Occurs — Upon the occurrence of legal or regulatory changes
that may, among other things, prohibit or otherwise materially restrict persons from holding the Securities or a Basket Underlying, or
engaging in transactions in them, the Calculation Agent may determine that a change-in-law-event has occurred and accelerate the Maturity
Date for a payment determined by the Calculation Agent in its sole discretion. Any amount payable upon acceleration could be significantly
less than any amount that would be due on the Securities if they were not accelerated. However, if the Calculation Agent elects not to
accelerate the Securities, the value of, and any amount payable on, the Securities could be adversely affected, perhaps significantly,
by the occurrence of such legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying
product supplement. |
| ¨ | Any Payment on the Securities May Be Postponed and Adversely Affected by
the Occurrence of a Market Disruption Event — The timing and amount of any payment on the Securities is subject to adjustment
upon the occurrence of a market disruption event affecting a Basket Underlying. If a market disruption event persists for a sustained
period, the Calculation Agent may make a discretionary determination of the closing value of any affected Basket Underlying. See “General
Terms of the Notes —Reference Stocks and Funds—Market Disruption Events,” “General Terms of the Notes —Postponement
of a Determination Date” and “General Terms of the Notes —Postponement of a Payment Date” in the accompanying
product supplement. |
| ¨ | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion
to Make Anti-dilution Adjustments — The Calculation Agent may in its sole discretion make adjustments affecting any amounts
payable on the Securities upon the occurrence of certain corporate events (such as stock splits or extraordinary or special dividends)
that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value of a Basket Underlying. However,
the Calculation Agent might not make adjustments in response to all such events that could affect a Basket Underlying. The occurrence
of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment)
may adversely affect the market price of, and any amounts payable on, the Securities. See “General Terms of the Notes —Reference
Stocks and Funds—Anti-dilution Adjustments” in the accompanying product supplement. |
| ¨ | Reorganization or Other Events Could Adversely Affect the Value of the
Securities or Result in the Securities Being Accelerated — Upon the occurrence of certain reorganization or other events
affecting a Basket Underlying, the Calculation Agent may make adjustments that result in payments on the Securities being based on the
performance of (i) cash, securities of another issuer and/or other property distributed to holders of that Basket Underlying upon the
occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed to holders of that Basket Underlying,
a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely |
affect the value of the affected Basket
Underlying and, consequently, the value of the Securities. Alternatively, the Calculation Agent may accelerate the Maturity Date for a
payment determined by the Calculation Agent. Any amount payable upon acceleration could be significantly less than any amount that would
be due on the Securities if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Securities, the
value of, and any amount payable on, the Securities could be adversely affected, perhaps significantly. See “General Terms of the
Notes —Reference Stocks and Funds—Anti-dilution Adjustments—Reorganization Events” in the accompanying product
supplement.
Hypothetical Examples and Return Table at Maturity |
Hypothetical terms only. Actual terms may vary.
See the cover page for actual offering terms.
The table and hypothetical examples below illustrate the payment at
maturity per Security for a hypothetical range of Basket Returns based on the Initial Basket Value of 100.00, the Downside Threshold of
85% of the Initial Basket Value, the Upside Gearing of 1.5 and the Maximum Gain of 25.20%. The table and examples set forth below are
only for illustrative purposes and may not show the actual return applicable to a purchaser of the Securities. The actual payment at maturity
will be determined based on the Final Basket Value on the Final Valuation Date. You should consider carefully whether the Securities are
appropriate for your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
Hypothetical Final Basket Value |
Hypothetical Basket Return |
Hypothetical Payment at Maturity ($) |
Hypothetical Total Return on Securities1 |
200.00 |
100.00% |
$12.52 |
25.20% |
175.00 |
75.00% |
$12.52 |
25.20% |
150.00 |
50.00% |
$12.52 |
25.20% |
140.00 |
40.00% |
$12.52 |
25.20% |
130.00 |
30.00% |
$12.52 |
25.20% |
120.00 |
20.00% |
$12.52 |
25.20% |
116.80 |
16.80% |
$12.52 |
25.20% |
110.00 |
10.00% |
$11.50 |
15.00% |
105.00 |
5.00% |
$10.75 |
7.50% |
102.00 |
2.00% |
$10.30 |
3.00% |
100.00 |
0.00% |
$10.00 |
0.00% |
95.00 |
-5.00% |
$10.00 |
0.00% |
90.00 |
-10.00% |
$10.00 |
0.00% |
85.00 |
-15.00% |
$10.00 |
0.00% |
80.00 |
-20.00% |
$9.50 |
-5.00% |
70.00 |
-30.00% |
$8.50 |
-15.00% |
60.00 |
-40.00% |
$7.50 |
-25.00% |
50.00 |
-50.00% |
$6.50 |
-35.00% |
25.00 |
-75.00% |
$4.00 |
-60.00% |
0.00 |
-100.00% |
$1.50 |
-85.00% |
1 The “total return” is the number,
expressed as a percentage, that results from comparing the payment at maturity per Security to the principal amount of $10 per Security.
Example 1 — The value of the Basket increases from the
Initial Basket Value to the Final Basket Value by 2%. Because the Basket Return is positive, we will pay you an amount based upon
the lesser of the Upside Gearing times the Basket Return and the Maximum Gain. Since the Upside Gearing times the Basket
Return of 2% is less than the Maximum Gain, we will pay you at maturity a cash payment of $10.30 per Security (a return of 3%), calculated
as follows:
$10 + ($10 × 1.5 × 2%) = $10 + $0.30
= $10.30
Example 2 — The value of the Basket increases from the
Initial Basket Value to the Final Basket Value by 30%. Because the Basket Return is positive, we will pay you an amount based upon
the lesser of the Upside Gearing times the Basket Return and the Maximum Gain. Since the Upside Gearing times the Basket
Return of 30% is greater than the Maximum Gain, we will pay you at maturity a cash payment of $12.52 per Security (a return of 25.20%),
calculated as follows:
$10 + ($10 × 25.20%) = $10 + $2.52 = $12.52
Example 3
— The value of the Basket decreases from the Initial Basket Value to the Final Basket Value by 10%. Because the Basket
Return is negative, but the Final Basket Value is greater than or equal to the Downside Threshold, we will pay you at maturity $10.00
per Security (a return of 0%).
Example 4
— The value of the Basket decreases from the Initial Basket Value to the Final Basket Value by 50%. Because the Basket
Return is -50%, which is negative, and the Final Basket Value is less than the Downside Threshold, we will pay you at maturity a cash
payment of $6.50 per Security (a 35% loss on the principal amount), calculated as follows:
$10 + [$10 × (-50% + 15%)] = $10 + -$3.5 =
$6.50
What Are the Tax Consequences of the Securities? |
United States Federal Income Tax Considerations
You should review carefully the section in the accompanying product
supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when read in combination
with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income
tax consequences of owning and disposing of the Securities.
Generally, this discussion assumes that you purchased the Securities
for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including consequences
that may arise due to any other investments relating to the Basket Underlyings. You should consult your tax adviser regarding the effect
any such circumstances may have on the U.S. federal income tax consequences of your ownership of a Security.
In the opinion of our counsel, it is reasonable to treat the Securities
for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,” as described in the section
entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid
Financial Contracts that are Open Transactions” in the accompanying product supplement. There is uncertainty regarding this treatment,
and the Internal Revenue Service (the “IRS”) or a court might not agree with it. A different tax treatment could be adverse
to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable disposition
of your Securities (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Securities should
be treated as short-term capital gain or loss unless you have held the Securities for more than one year, in which case your gain or loss
should be treated as long-term capital gain or loss.
We do not plan to request a ruling from the IRS regarding the treatment
of the Securities. An alternative characterization of the Securities could materially and adversely affect the tax consequences of ownership
and disposition of the Securities, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the Securities, possibly with retroactive effect.
Non-U.S.
Holders. As discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend
Equivalents under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that
do not have a “delta” of one. Based on certain determinations made by us, our counsel is of the opinion that Section 871(m)
should not apply to the Securities with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree
with this determination.
We will not be required to pay any additional amounts with respect to
U.S. federal withholding taxes.
You should consult your tax adviser regarding the U.S. federal income
tax consequences of an investment in the Securities, including possible alternative treatments, as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
Canadian Federal Income Tax Consequences
For a discussion of the material Canadian federal income tax consequences
relating to an investment in the Securities, please see the section entitled “Supplemental Discussion of Canadian Tax Consequences”
in the accompanying product supplement, which you should carefully review prior to investing in the Securities.
Information about the Basket Underlyings |
The Basket Underlyings are registered under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required to
file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer of
each Basket Underlying can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’s SEC
file number provided below. Information from outside sources is not incorporated by reference in, and should not be considered part of,
this pricing supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.
Basket Underlying |
Bloomberg Symbol |
Exchange |
SEC File Number |
Common stock of Apple Inc. |
AAPL |
Nasdaq Stock Market |
001-36743 |
Class A ordinary shares of Accenture plc |
ACN |
New York Stock Exchange |
001-34448 |
Common stock of Adobe Inc. |
ADBE |
Nasdaq Stock Market |
000-15175 |
Common stock of Applied Materials, Inc. |
AMAT |
Nasdaq Stock Market |
000-06920 |
Common stock of Advanced Micro Devices, Inc. |
AMD |
Nasdaq Stock Market |
001-07882 |
Common stock of Amazon.com, Inc. |
AMZN |
Nasdaq Stock Market |
000-22513 |
Common stock of Arista Networks, Inc. |
ANET |
New York Stock Exchange |
001-36468 |
Ordinary shares of ASML Holding NV |
ASML |
Nasdaq Stock Market |
001-33463 |
Common stock of Broadcom Inc. |
AVGO |
Nasdaq Stock Market |
001-38449 |
American depositary shares of Alibaba Group Holding Limited |
BABA |
New York Stock Exchange |
001-36614 |
American depositary shares of Baidu, Inc. |
BIDU |
Nasdaq Stock Market |
000-51469 |
Common stock of Salesforce, Inc. |
CRM |
New York Stock Exchange |
001-32224 |
Class A common stock of CrowdStrike Holdings, Inc. |
CRWD |
Nasdaq Stock Market |
001-38933 |
Common stock of Cisco Systems, Inc. |
CSCO |
Nasdaq Stock Market |
001-39940 |
Class C common stock of Dell Technologies Inc. |
DELL |
New York Stock Exchange |
001-37867 |
Class C capital stock of Alphabet Inc. |
GOOG |
Nasdaq Stock Market |
001-37580 |
Common stock of Intel Corporation |
INTC |
Nasdaq Stock Market |
000-06217 |
Common stock of KLA Corporation |
KLAC |
Nasdaq Stock Market |
000-09992 |
Common stock of Lam Research Corporation |
LRCX |
Nasdaq Stock Market |
000-12933 |
Class A common stock of Meta Platforms, Inc. |
META |
Nasdaq Stock Market |
001-35551 |
Common stock of Marvell Technology, Inc. |
MRVL |
Nasdaq Stock Market |
001-40357 |
Common stock of Microsoft Corporation |
MSFT |
Nasdaq Stock Market |
001-37845 |
Common stock of Micron Technology, Inc. |
MU |
Nasdaq Stock Market |
001-10658 |
Common stock of Netflix, Inc. |
NFLX |
Nasdaq Stock Market |
001-35727 |
Common stock of ServiceNow, Inc. |
NOW |
New York Stock Exchange |
001-35580 |
Common stock of NVIDIA Corporation |
NVDA |
Nasdaq Stock Market |
000-23985 |
Common stock of Oracle Corporation |
ORCL |
New York Stock Exchange |
001-35992 |
Common stock of Palo Alto Networks, Inc. |
PANW |
Nasdaq Stock Market |
001-35594 |
Common stock of QUALCOMM Incorporated |
QCOM |
Nasdaq Stock Market |
000-19528 |
Basket Underlying |
Bloomberg Symbol |
Exchange |
SEC File Number |
Class
A common stock of Snowflake Inc. |
SNOW |
New
York Stock Exchange |
001-39504 |
American depositary shares of Taiwan Semiconductor Manufacturing Company Limited |
TSM |
New York Stock Exchange |
001-14700 |
Common stock of Texas Instruments Incorporated |
TXN |
Nasdaq Stock Market |
001-03761 |
Common stock of Uber Technologies, Inc. |
UBER |
New York Stock Exchange |
001-38902 |
According to publicly available information:
| ¨ | Apple Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories
and sells a variety of related services. |
| ¨ | Accenture plc, an Irish company, is a professional services company that provides a range of services
and solutions across Strategy & Consulting, Technology, Operations, Industry X and Song. |
| ¨ | Adobe Inc. offers a line of products and services used by consumers, communicators, creative professionals,
developers, students, small and medium businesses and enterprises for creating, managing, delivering, measuring, optimizing and engaging
with content and experiences across surfaces. |
| ¨ | Applied Materials, Inc. provides manufacturing equipment, services and software to the semiconductor,
display and related industries. |
| ¨ | Advanced Micro Devices, Inc. is a semiconductor company that primarily offers server microprocessors (CPUs),
graphics processing units (GPUs), accelerated processing units (APUs), data processing units, Field Programmable Gate Arrays (FPGAs),
Smart Network Interface Cards, Artificial Intelligence accelerators and Adaptive System-on-Chip (SoC) products for data centers; CPUs,
APUs and chipsets for desktop, notebook and handheld personal computers; discrete GPUs and semi-custom SoC products and development services;
and embedded CPUs, GPUs, APUs, FPGAs, Systems on Modules and Adaptive SoC products and that, from time to time, may also sell or license
portions of its intellectual property portfolio. |
| ¨ | Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic
devices; develops and produces media content; offers subscription services; offers programs that enable sellers to sell their products
in its stores and to fulfill orders using its services; offers developers and enterprises a set of technology services, including compute,
storage, database, analytics and machine learning and other services; offers programs that allow authors, independent publishers, musicians,
filmmakers, Twitch streamers, skill and app developers and others to publish and sell content; and provides advertising services to sellers,
vendors, publishers, authors and others, through programs such as sponsored ads, display and video advertising. |
| ¨ | Arista Networks, Inc. provides data-driven, client to cloud networking for large data center, campus and
routing environments. |
| ¨ | ASML Holding NV, a Dutch company, provides chipmakers with hardware, software and services to mass produce
patterns on silicon through lithography. |
| ¨ | Broadcom Inc. designs, develops and supplies a range of semiconductor and infrastructure software solutions. |
| ¨ | Alibaba Group Holding Limited, a Cayman Islands company, conducts its business in China through its subsidiaries
and variable interest entities. Its core businesses consist of e-commerce and cloud computing. |
| ¨ | Baidu, Inc., a Cayman Islands company, conducts its business in China through its subsidiaries and variable
interest entities. It provides internet content services, telecommunication-based services, internet map services, online audio and video
services and mobile application distribution businesses. |
| ¨ | Salesforce, Inc. is a provider of customer relationship management technology. |
| ¨ | CrowdStrike Holdings, Inc. is a cybersecurity company that provides cloud-delivered protection of endpoints,
cloud workloads, identity and data via a software as a service subscription-based model to security markets, including corporate endpoint
security, security and IT operations, managed security services, next-gen SIEM, cloud security, identity protection, threat intelligence,
data protection, exposure management and cybersecurity generative AI. |
| ¨ | Cisco Systems, Inc. designs and sells a range of technologies including networks, security, collaboration
and observability, and services, including technical support services and advanced services. |
| ¨ | Dell Technologies Inc. is a technology provider that designs, develops, manufactures, markets, sells and
supports a range of solutions, products and services. Its offerings include servers and networking, storage, cloud solutions, desktops,
notebooks, services, software and third-party software and peripherals. |
| ¨ | Alphabet Inc. is a collection of businesses, the largest of which is Google, which (i) offers products
and platforms through which it generates revenues primarily by delivering both performance advertising and brand advertising and (ii)
provides cloud services to businesses. |
| ¨ | Intel Corporation is an integrated device manufacturer of computer processing units and related products
that it designs, develops, manufactures, markets, sells, supports and services. |
| ¨ | KLA Corporation is a supplier of process control and yield management solutions and services for the semiconductor
and related electronics industries. |
| ¨ | Lam Research Corporation is a supplier of wafer fabrication equipment and services to the semiconductor
industry. |
| ¨ | Meta Platforms, Inc. (formerly known as Facebook, Inc.) builds products that enable people to connect
and share through mobile devices, personal computers, virtual reality and mixed reality headsets and wearables. |
| ¨ | Marvell Technology, Inc. is a supplier of data infrastructure semiconductor products and services. |
| ¨ | Microsoft Corporation is a technology company that develops and supports software, services, devices and
solutions. |
| ¨ | Micron Technology, Inc. designs, develops and manufactures memory and storage products. |
| ¨ | Netflix, Inc. is an entertainment service that offers TV series, films and games across a variety of genres
and languages. |
| ¨ | ServiceNow, Inc. is a provider of enterprise cloud computing services that define, structure, manage and
automate digital workflows for global enterprises. |
| ¨ | NVIDIA Corporation is a full-stack computing infrastructure company with data-center-scale offerings whose
full-stack includes the CUDA programming model that runs on all of its graphics processing units (GPUs), as well as domain-specific software
libraries, software development kits and Application Programming Interfaces. |
| ¨ | Oracle Corporation provides products and services that address enterprise information technology environments. |
| ¨ | Palo Alto Networks, Inc. is a cybersecurity provider that offers products to enterprises, organizations,
service providers and government entities to secure their users, networks, clouds and endpoints. |
| ¨ | QUALCOMM Incorporated develops and commercializes technologies for the wireless industry, with technologies
and products used in mobile devices and other products. |
| ¨ | Snowflake Inc. operates a technology platform that supports a range of use cases that enable its customers’
business objectives, including data warehousing, data lakes, data engineering, data application development and data sharing. |
| ¨ | Taiwan Semiconductor Manufacturing Company Limited, a Taiwanese company, is a foundry that manufactures
semiconductors using its manufacturing processes for its customers based on proprietary integrated circuit designs provided by them. |
| ¨ | Texas Instruments Incorporated designs and manufactures semiconductors that are sold to electronics designers
and manufacturers. |
| ¨ | Uber Technologies, Inc. operates proprietary technology applications that connect (i) consumers with providers
of ride services for ridesharing services, (ii) consumers with restaurants, grocers and other stores with delivery service providers for
meal preparation, grocery and other delivery services, (iii) consumers with public transportation networks and (iv) shippers with carriers
in the freight industry. |
Historical Information
The following graphs set forth historical closing values of the Basket
Underlyings for the period from January 1, 2014 (or from the initial listing date, if later) through December 18, 2024. We obtained the
information in the graphs from Bloomberg Financial Markets, without independent investigation. The
historical performance of each Basket Underlying should not be taken as an indication of its future performance. We cannot give you assurance
that the performance of the Basket Underlyings will result in the return of all of your initial investment.
Common Stock of Apple Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class A Ordinary Shares of Accenture plc
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Adobe Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Applied Materials, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Advanced Micro Devices, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Amazon.com, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Arista Networks, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Ordinary Shares of ASML Holding NV
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Broadcom Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
American Depositary Shares of Alibaba Group Holding
Limited
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
American Depositary Shares of Baidu, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Salesforce, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class A Common Stock of CrowdStrike Holdings,
Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Cisco Systems, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class C Common Stock of Dell Technologies Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class C Capital Stock of Alphabet Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Intel Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of KLA Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Lam Research Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class A Common Stock of Meta Platforms, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Marvell Technology, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Microsoft Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Micron Technology, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Netflix, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of ServiceNow, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of NVIDIA Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Oracle Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Palo Alto Networks, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of QUALCOMM Incorporated
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Class A Common Stock of Snowflake Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
American Depositary Shares of Taiwan Semiconductor
Manufacturing Company Limited
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Texas Instruments Incorporated
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Common Stock of Uber Technologies, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Supplemental Plan of Distribution (Conflicts of Interest) |
We have agreed to indemnify UBS and RBCCM against liabilities under
the Securities Act of 1933, as amended, or to contribute payments that UBS and RBCCM may be required to make relating to these liabilities
as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all or a part of the Securities that it
will purchase from us to investors or to its affiliates at the price to public listed on the cover page of this pricing supplement.
We or our affiliates may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities and RBCCM and/or
an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Use of
Proceeds and Hedging” in the accompanying product supplement.
The value of the Securities shown on your account statement may be based
on RBCCM’s estimate of the value of the Securities if RBCCM or another of our affiliates were to make a market in the Securities
(which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Securities in light of then-prevailing
market conditions, our creditworthiness and transaction costs. For a period of approximately two months after the Settlement Date, the
value of the Securities that may be shown on your account statement may be higher than RBCCM’s estimated value of the Securities
at that time. This is because the estimated value of the Securities will not include our hedging costs and profits; however, the value
of the Securities shown on your account statement during that period may initially be a higher amount, reflecting the addition of our
estimated costs and profits from hedging the Securities. This excess is expected to decrease over time until the end of this period. After
this period, if RBCCM repurchases your Securities, it expects to do so at prices that reflect their estimated value. This period may be
reduced at RBCCM’s discretion based on a variety of factors, including but not limited to, the amount of the Securities that we
repurchase and our negotiated arrangements from time to time with UBS.
RBCCM or another of its affiliates or agents may use this pricing supplement
in the initial sale of the Securities. In addition, RBCCM or another of our affiliates may use this pricing supplement in a market-making
transaction in the Securities after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of
sale, this pricing supplement is being used in a market-making transaction.
For additional information about the settlement cycle of the Securities,
see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship between us and
RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
Structuring the Securities |
The Securities are our debt securities. As is the case for all of our
debt securities, including our structured notes, the economic terms of the Securities reflect our actual or perceived creditworthiness.
In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow
the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt
security of comparable maturity. The lower internal funding rate and the hedging-related costs relating to the Securities reduce the economic
terms of the Securities to you and result in the initial estimated value for the Securities being less than their public offering price.
Unlike the initial estimated value, any value of the Securities determined for purposes of a secondary market transaction may be based
on a secondary market rate, which may result in a lower value for the Securities than if our initial internal funding rate were used.
In order to satisfy our payment obligations under the Securities, we
may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with RBCCM and/or
one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including our creditworthiness,
interest rate movements, volatility and the tenor of the Securities. The economic terms of the Securities and the initial estimated value
depend in part on the terms of these hedging arrangements.
See “Key Risks—Risks Relating to the Initial Estimated Value
of the Securities and the Secondary Market for the Securities—The Initial Estimated Value of the Securities Is Less Than the Public
Offering Price” above.
Validity of the Securities |
In the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel
to the Bank, the issue and sale of the Securities has been duly authorized by all necessary corporate action of the Bank in conformity
with the indenture, and when the Securities have been duly executed, authenticated and issued in accordance with the indenture and delivered
against payment therefor, the Securities will be validly issued and, to the extent validity of the Securities is a matter governed by
the laws of the Province of Ontario or Québec, or the federal laws of Canada applicable therein, will be valid obligations of the
Bank, subject to the following limitations: (i) the enforceability of the indenture may be limited by the Canada Deposit Insurance Corporation
Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement
or winding-up laws or other similar laws of general application affecting the enforcement of creditors’ rights generally; (ii) the
enforceability of the indenture is subject to general equitable principles, including the principle that the availability of equitable
remedies, such as specific performance and injunction, may only be granted at the discretion of a court of competent jurisdiction; (iii)
under applicable limitations statutes generally, including that the enforceability of the indenture will be subject to the limitations
contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of
the indenture to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations statutes; (iv)
rights to indemnity and contribution under the Securities or the indenture which may be limited by applicable law; and (v) courts in Canada
are precluded from giving a judgment in any currency other than the lawful money of Canada and such judgment may be based on a rate of
exchange in existence on a day other than the day of payment, as prescribed by the Currency Act (Canada). This opinion is given as of
the date hereof and is limited to the laws of the Provinces of Ontario and Québec and the federal laws of Canada applicable therein.
In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture
and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all
as stated in the opinion letter of such counsel dated December 20, 2023, which has been filed as Exhibit 5.3 to the Bank’s Form
6-K filed with the SEC dated December 20, 2023.
In the opinion of Davis Polk & Wardwell LLP, as special United States
products counsel to the Bank, when the Securities offered by this pricing supplement have been issued by the Bank pursuant to the indenture,
the trustee has made, in accordance with the indenture, the appropriate notation to the master note evidencing such Securities (the “master
note”), and such Securities have been delivered against payment as contemplated herein, such Securities will be valid and binding
obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or applications giving effect
to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to
(i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited
to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the Provinces of Ontario
and Québec and the federal laws of Canada, you have received, and we understand that you are relying upon, the opinion of Norton
Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the indenture and the authentication of the master note and the validity,
binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell
LLP dated May 16, 2024, which has been filed as an exhibit to the Bank’s Form 6-K filed with the SEC on May 16, 2024.
424B2
EX-FILING FEES
0001000275
333-275898
0001000275
2024-12-20
2024-12-20
iso4217:USD
xbrli:pure
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Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-3
ROYAL BANK OF CANADA
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $3,090,000. The
prospectus is a final prospectus for the related offering(s).
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