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 notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which the agent, RBCCM or any of their respective affiliates, as applicable, is willing to buy the notes. At this time, we do not expect both the agent (and/or its affiliates) and RBCCM (and our other affiliates) to attempt to make a market for the notes at the same time. The agent’s and RBCCM’s valuations of the notes may differ, and consequently the price at which you may be able to sell the notes, if at all, may differ (and may be lower) depending on whether the agent or RBCCM is purchasing notes at that time. Even if a secondary market for the notes develops, it may not provide enough liquidity to allow you to easily trade or sell the notes. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market could be substantial. If you sell your notes 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 notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

The Initial Estimated Value Of The Notes Will Be Less Than The Original Offering Price.

The initial estimated value of the notes will be less than the original offering price of the notes and does not represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the notes in any secondary market (if any exists) at any time. If you attempt to sell the notes 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 components, the internal funding rate we pay to issue notes 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 original offering price of the agent discount, our or our hedge counterparty(ies)’ estimated profit and the estimated costs related to our hedging of the notes. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes 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 notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the agent discount, our or our hedge counterparty(ies)’ estimated profit or the hedging costs relating to the notes. In addition, any price at which you may sell the notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the notes 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 notes and determine the initial estimated value. As a result, the secondary market price will be less than if the internal funding rate was used. Moreover, if the agent is making a market for the notes, any secondary market price will be based on the agent’s valuation of the notes, which may differ from (and may be lower than) the valuation that we would determine for the notes at that time based on the methodology by which we determined the initial estimated value range set forth on the cover page of this pricing supplement.

For a limited period of time after the original issue date, the agent or RBCCM may purchase the notes at a price that is greater than the price that would otherwise be determined at that time as described in the preceding paragraph. However, over the course of that period, assuming no changes in any other relevant factors, the price you may receive if you sell your notes is expected to decline.

The Initial Estimated Value Of The Notes Is Only An Estimate, Calculated As Of The Time The Terms Of The Notes Are Set.

The initial estimated value of the notes is based on the value of our obligation to make the payments on the notes, together with the mid-market value of the derivative embedded in the terms of the notes. 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 on the securities included in the basket components, interest rates and volatility, and the expected term of the notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities, including the agent in connection with determining any secondary market price for the notes, may value the notes or similar notes at a price that is significantly different than we do.

The value of the notes at any time after the pricing 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 notes in any secondary market, if any, should be expected to differ materially from the initial estimated value of the notes.

The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the notes prior to stated maturity will be affected by the then-current value of each basket component, interest rates at that time and a number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, which we refer to as the “derivative component factors,” and which are described in more detail in the accompanying product supplement, are expected to affect the value of the notes: performance of the basket components; interest rates; volatility of the basket components; correlation among the basket components; the exchange rates between the U.S. dollar and any non-U.S. currencies in which the securities included in the basket components trade; time remaining to maturity; and dividend yields on the securities included in the basket components. When we refer to the “value” of your note, we mean the value you could receive for your note if you are able to sell it in the open market before the stated maturity date.

In addition to the derivative component factors, the value of the notes will be affected by actual or anticipated changes in our creditworthiness. You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change in the value of the notes attributable to another factor, such as a change in the values of the basket

components. Because numerous factors are expected to affect the value of the notes, changes in the values of the basket components may not result in a comparable change in the value of the notes.

Risks Relating To Conflicts Of Interest

Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the notes, which we refer to as a “participating dealer,” are potentially adverse to your interests as an investor in the notes. In engaging in certain of the activities described below and as discussed in more detail in the accompanying product supplement, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor in the notes. Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return on the notes.

Risks Relating To The Basket Components

The Notes Are Subject To Risks Relating To Non-U.S. Securities Markets With Respect To The SX5E Index, The TPX Index And The UKX Index.

The equity securities composing the SX5E Index, the TPX Index and the UKX Index are issued by non-U.S. companies in non-U.S. securities markets. Investments in notes linked to the value of such non-U.S. equity securities involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets 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 Notes Do Not Provide Direct Exposure To Fluctuations In Exchange Rates Between The U.S. Dollar And The Non-U.S. Currencies In Which The Securities Composing The SX5E Index, The TPX Index And The UKX Index Trade.

The SX5E Index is composed of non-U.S. securities denominated in euros, the TPX Index is composed of non-U.S. securities denominated in yen and the UKX Index is composed of non-U.S. securities denominated in pounds sterling. Because the values of the SX5E Index, the TPX Index and the UKX Index are also calculated in those respective non-U.S. currencies (and not in U.S. dollars), the performance of the SX5E Index, the TPX Index and the UKX Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the applicable non-U.S. currency. In addition, any payments on the notes determined based in part on the performance of the SX5E Index, the TPX Index and the UKX Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the applicable non-U.S. currency. Therefore, holders of the notes will not benefit from any appreciation of those non-U.S. currencies relative to the U.S. dollar.

The Maturity Payment Amount Will Depend Upon The Performance Of The Basket Components And Therefore The Notes Are Subject To The Following Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.

The payout profile, return table and examples below illustrate the maturity payment amount for a $1,000 face amount note on a hypothetical offering of notes under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent any actual initial component value or the actual maximum return. The hypothetical initial component value of 100.00 for each basket component has been chosen for illustrative purposes only and does not represent the actual initial component value of any basket component. The actual initial component value for each basket component and the actual maximum return will be determined on the pricing date and will be set forth under “Terms of the Notes” above in the final pricing supplement. For historical data regarding the actual closing levels of the basket components, see the historical information set forth below. The payout profile, return table and examples below assume that an investor purchases the notes for $1,000 per note. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual maturity payment amount and resulting pre-tax total rate of return will depend on the actual terms of the notes.

Hypothetical Payout Profile

Hypothetical Returns

Hypothetical Examples

Example 1. Maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:

Based on the hypothetical component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (25% × 8.00%) + (25% × 16.00%) + (25% × 12.00%) + (25% × 4.00%)] = 110.00

The hypothetical basket return in this example is equal to 10.00%.

Because the hypothetical ending level is greater than the starting level, the maturity payment amount per note would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

= $1,000 × 10.00% × 100%

= $100.00; and

On the stated maturity date you would receive $1,100.00 per note.

Example 2. Maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:

Based on the hypothetical component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (25% × 45.00%) + (25% × 40.00%) + (25% × 55.00%) + (25% × 80.00%)] = 155.00

The hypothetical basket return in this example is equal to 55.00%.

Because the hypothetical ending level is greater than the starting level, the maturity payment amount per note would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:

= $1,000 × 55.00% × 100%

= $550.00; and

On the stated maturity date you would receive $1,230.00 per note, which is the maximum maturity payment amount.

Example 3. Maturity payment amount is equal to the face amount:

Based on the hypothetical component returns set forth above, the hypothetical ending level would equal:

100 × [1 + (25% × -70.00%) + (25% × -25.00%) + (25% × -60.00%) + (25% × -45.00%)] = 50.00

The hypothetical basket return in this example is equal to -50.00%.

On the stated maturity date you would receive $1,000.00 per note.

Because the hypothetical ending level is less than the starting level, the maturity payment amount per note would equal the face amount.

This example illustrates that the notes provide for the repayment of the principal amount at maturity even in scenarios in which the value of the Basket declines significantly from the starting level (subject to issuer credit risk).

The Basket will represent a weighted portfolio of the four basket components, with the return of each basket component having the basket weighting set forth above. For more information regarding the basket components, see the information provided below.

While historical information on the value of the Basket does not exist, the following graph sets forth the hypothetical historical daily values of the Basket for the period from January 1, 2014 to December 2, 2024, assuming that the Basket was constructed on January 1, 2014 with a starting level of 100.00 and that each of the basket components had the applicable basket weighting as of that day. We obtained the closing levels used in the graph below from Bloomberg Finance L.P. (“Bloomberg”), without independent investigation.

The hypothetical historical Basket values, as calculated solely for the purposes of the offering of the notes, fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the value of the Basket during any period shown below is not an indication that the basket return is more likely to be positive or negative during the term of the notes. The hypothetical historical values do not give an indication of future values of the Basket.

The INDU Index is a price-weighted index that seeks to measure the performance of 30 U.S. blue-chip companies. The INDU Index covers all industries with the exception of the transportation industry group and the utilities sector. For more information about the INDU Index, see “Indices—The Dow Jones Industrial Average^®” in the accompanying underlying supplement.

Historical Information

We obtained the closing levels of the INDU Index in the graph below from Bloomberg, without independent verification.

The following graph sets forth daily closing levels of the INDU Index for the period from January 1, 2014 to December 2, 2024. The closing level of the INDU Index on December 2, 2024 was 44,782.00.  The historical performance of the INDU Index should not be taken as an indication of the future performance of the INDU Index during the term of the notes.

The SX5E Index is a free float market capitalization-weighted index composed of 50 of the largest stocks in terms of free float market capitalization traded on major Eurozone exchanges. For more information about the SX5E Index, see “Indices—The STOXX Benchmark Indices” in the accompanying underlying supplement.

Historical Information

We obtained the closing levels of the SX5E Index in the graph below from Bloomberg, without independent verification.

The following graph sets forth daily closing levels of the SX5E Index for the period from January 1, 2014 to December 2, 2024. The closing level of the SX5E Index on December 2, 2024 was 4,846.73.  The historical performance of the SX5E Index should not be taken as an indication of the future performance of the SX5E Index during the term of the notes.

The TPX Index is a capped free float-adjusted market capitalization-weighted index of common stocks listed on the Tokyo Stock Exchange covering an extensive portion of the Japanese stock market. For more information about the TPX Index, see “Indices—The TOPIX^® Index” in the accompanying underlying supplement.

Historical Information

We obtained the closing levels of the TPX Index in the graph below from Bloomberg, without independent verification.

The following graph sets forth daily closing levels of the TPX Index for the period from January 1, 2014 to December 2, 2024. The closing level of the TPX Index on December 2, 2024 was 2,714.72.  The historical performance of the TPX Index should not be taken as an indication of the future performance of the TPX Index during the term of the notes.

The UKX Index measures the composite price performance of stocks of the 100 largest companies (determined on the basis of market capitalization) traded on the London Stock Exchange. For more information about the UKX Index, see “Indices—The FTSE^® 100 Index” in the accompanying underlying supplement.

Historical Information

We obtained the closing levels of the UKX Index in the graph below from Bloomberg, without independent verification.

The following graph sets forth daily closing levels of the UKX Index for the period from January 1, 2014 to December 2, 2024. The closing level of the UKX Index on December 2, 2024 was 8,312.89.  The historical performance of the UKX Index should not be taken as an indication of the future performance of the UKX Index during the term of the notes.

This discussion supplements, and to the extent inconsistent with, supersedes, the sections under “Tax Consequences – United States Taxation” in the accompanying prospectus and under “Certain Income Tax Consequences – United States Taxation” in the accompanying prospectus supplement. You should review carefully the section in the accompanying product supplement entitled “United States Federal 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 notes.

Generally, this discussion assumes that you purchased the notes 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. 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 note.

We intend to treat the notes for U.S. federal income tax purposes as contingent payment debt instruments, or “CPDIs,” as described in “United States Federal Tax Considerations—U.S. Holders” in the accompanying product supplement. In the opinion of our counsel, which is based on current market conditions, this treatment of the notes is reasonable under current law. Assuming this treatment is respected, regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect the difference, if any, between the actual and projected payments on the notes during the year. Upon a taxable disposition of a note, you generally will recognize taxable income or loss equal to the difference between the amount received and your tax basis in the notes. You generally must treat any income realized as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss, the deductibility of which is subject to limitations.

If the notes were priced as of the date of this preliminary pricing supplement, the comparable yield for a note would be a rate of 4.655% per annum, compounded semi-annually. Based upon our determination of the comparable yield, the “projected payment schedule” per $1,000 principal amount of note consists of a single payment at maturity, equal to $1,135.274. The actual comparable yield and the projected payment schedule for the notes will be determined on the pricing date and updated in the final pricing supplement. Assuming a semiannual accrual period, the following table sets out the amount of taxable interest income (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent payment on a note) that will be deemed to have accrued with respect to a note during each calendar period, based upon our determination of the comparable yield and projected payment schedule.

Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual amount(s) that we will pay on the notes.

Non-U.S. holders. If you are a non-U.S. holder, please also read the section entitled “United States Federal Tax Considerations—Non-U.S. Holders” in the accompanying product supplement.

As discussed under “United States Federal Tax Considerations—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 Internal Revenue Service (the “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, we expect that Section 871(m) will not apply to the notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. If necessary, further information regarding the potential application of Section 871(m) will be provided in the final pricing supplement for the notes.

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 notes, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.