Subject to Completion Dated December 18, 2024

December 2024 Preliminary Pricing Supplement dated December __, 2024 Registration Statement No. 333-275898 Filed Pursuant to Rule 424(b)(2)

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Bearish PLUS Based on the Inverse Performance of the S&P 500^® Index due January 13, 2026

Bearish Performance Leveraged Upside Securities^SM

Principal at Risk Securities

Unlike conventional debt securities, the Bearish Performance Leveraged Upside Securities^SM (the “Bearish PLUS”) do not pay interest and do not guarantee any return of principal at maturity. The Bearish PLUS offer inverse exposure to the underlier. Having inverse exposure to the underlier means that investors will earn a positive return if the value of the underlier declines, but will lose some or all of their principal amount if the value of the underlier increases. At maturity, if the final underlier value is less than the initial underlier value, investors will receive the stated principal amount of their investment plus a return reflecting the leveraged downside performance of the underlier, subject to the maximum payment at maturity. However, if the final underlier value is greater than the initial underlier value, investors will lose 1% of the stated principal amount for every 1% that the final underlier value is greater than the initial underlier value. Under these circumstances, the payment at maturity will be less than the stated principal amount and could be zero. In no event will the payment at maturity be less than $0. The Bearish PLUS are for investors who seek inverse exposure to an equity index-based return and who are willing to risk their principal and forgo current income and positive returns above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of negative performance of the underlier. Investors may lose their entire investment in the Bearish PLUS. The Bearish PLUS are senior unsecured debt securities issued as part of Royal Bank of Canada’s Senior Global Medium-Term Notes, Series J program. All payments on the Bearish PLUS are subject to the credit risk of Royal Bank of Canada.

⁽¹⁾ RBCCM, acting as agent for Royal Bank of Canada, will receive a fee of $22.50 per Bearish PLUS and will pay to Morgan Stanley Wealth Management (“MSWM”) a fixed sales commission of $17.50 for each Bearish PLUS. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.

⁽²⁾ Of the amount received by RBCCM, acting as agent for Royal Bank of Canada, RBCCM will pay MSWM a structuring fee of $5.00 for each Bearish PLUS.

* 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.

The initial estimated value of the Bearish PLUS determined by us as of the pricing date, which we refer to as the initial estimated value, is expected to be between $919.79 and $969.79 per Bearish PLUS and will be less than the public offering price of the Bearish PLUS. The final pricing supplement relating to the Bearish PLUS will set forth the initial estimated value. The market value of the Bearish PLUS 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.

An investment in the Bearish PLUS involves certain risks. See “Risk Factors” beginning on page 5 of this document and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.

You should read this document together with the documents listed below, each of which can be accessed via the hyperlinks below, before you decide to invest. Please also see “Additional Information about the Bearish PLUS” in this document.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Bearish PLUS or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. The Bearish PLUS 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 Bearish PLUS 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.

Investment Summary

Bearish Performance Leveraged Upside Securities^SM

Principal at Risk Securities

The Bearish PLUS Based on the Inverse Performance of the S&P 500^® Index due January 13, 2026 (the “Bearish PLUS”) can be used:

If the final underlier value is greater than the initial underlier value, the Bearish PLUS are negatively exposed on a 1:1 basis to the positive performance of the underlier.

Key Investment Rationale

Investors may lose their entire investment. The Bearish PLUS are for investors who seek inverse exposure to an equity index-based return and who are willing to risk their principal and forgo current income and positive returns above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of negative performance of the underlier. Investors may lose their entire investment in the Bearish PLUS.

Additional Information

You should read this document 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 Bearish PLUS are a part, the underlying supplement no. 1A dated May 16, 2024 and the product supplement no. 1A dated May 16, 2024. This document, together with these documents, contains the terms of the Bearish PLUS 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 document 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 Bearish PLUS 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 document differs from the information contained in the documents listed below, you should rely on the information in this document.

You should carefully consider, among other things, the matters set forth in “Risk Factors” in this document and the documents listed below, as the Bearish PLUS 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 Bearish PLUS.

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):

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm

https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm

https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm

Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this document, “Royal Bank of Canada,” the “Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.

How the Bearish PLUS Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the Bearish PLUS based on the following terms:

Bearish PLUS Payoff Diagram
n The Bearish PLUS	n The Underlier

Scenario Analysis

Risk Factors

An investment in the Bearish PLUS involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Bearish PLUS. Some of the risks that apply to an investment in the Bearish PLUS 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 Bearish PLUS unless you understand and can bear the risks of investing in the Bearish PLUS.

Risks Relating to the Terms and Structure of the Bearish PLUS

Risks Relating to the Initial Estimated Value of the Bearish PLUS and the Secondary Market for the Bearish PLUS

affiliates is willing to buy the Bearish PLUS. Even if a secondary market for the Bearish PLUS develops, it may not provide enough liquidity to allow you to easily trade or sell the Bearish PLUS. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Bearish PLUS in any secondary market could be substantial. If you sell your Bearish PLUS 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 Bearish PLUS are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Bearish PLUS to maturity.

The value of the Bearish PLUS 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 Bearish PLUS in any secondary market, if any, should be expected to differ materially from the initial estimated value of the Bearish PLUS.

Risks Relating to Conflicts of Interest and Our Trading Activities

Risks Relating to the Underlier

Information about the Underlier

The underlier consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the underlier, see “Indices—The S&P U.S. Indices” in the accompanying underlying supplement.

The table below sets forth the published high and low closing values of the underlier for each quarter in the period from January 2, 2019 through December 16, 2024. The graph below sets forth the daily closing values of the underlier for that period. We obtained the information in the table and graph below from Bloomberg Financial Services, without independent verification. You should not take the historical performance of the underlier as an indication of its future performance, and no assurance can be given as to the value of the underlier on the valuation date.

Information as of market close on December 16, 2024:

The S&P 500® Index – Historical Closing Values January 2, 2019 to December 16, 2024

Additional Information about the Bearish PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.

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 Bearish PLUS.

Generally, this discussion assumes that you purchased the Bearish PLUS 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 underlier. 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 Bearish PLUS.

In the opinion of our counsel, which is based on current market conditions, it is reasonable to treat the Bearish PLUS 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. Moreover, because this treatment of the Bearish PLUS and our counsel’s opinion are based on market conditions as of the date of this preliminary pricing supplement, each is subject to confirmation on the pricing date. 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 Bearish PLUS (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Bearish PLUS should be treated as short-term capital gain or loss unless you have held the Bearish PLUS 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 Bearish PLUS. An alternative characterization of the Bearish PLUS could materially and adversely affect the tax consequences of ownership and disposition of the Bearish PLUS, 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 Bearish PLUS, 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, we expect that Section 871(m) will not apply to the Bearish PLUS 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 Bearish PLUS.

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 Bearish PLUS, 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

You should read carefully the description of material Canadian federal income tax considerations relevant to a Non-resident Holder owning debt securities under “Supplemental Discussion of Canadian Tax Consequences” in the accompanying product supplement.

Supplemental Plan of Distribution (Conflicts of Interest)

Pursuant to the terms of a distribution agreement, RBCCM, an affiliate of Royal Bank of Canada, will purchase the Bearish PLUS from Royal Bank of Canada for distribution to MSWM. RBCCM will act as agent for the Bearish PLUS and will receive the fee specified on the front cover of this document and will pay to MSWM a fixed sales commission for each of the Bearish PLUS they sell as specified on the front cover of this document. Of the fee received by RBCCM, RBCCM will pay MSWM a structuring fee for each Bearish PLUS as specified on the front cover of this document. The costs included in the original issue price of the Bearish PLUS will include a fee paid by RBCCM to LFT Securities, LLC, an entity in which an affiliate of MSWM has an ownership interest, for providing certain electronic platform services with respect to this offering.

MSWM may reclaim selling concessions allowed to individual brokers within MSWM in connection with the offering if, within 30 days of the offering, Royal Bank of Canada repurchases the Bearish PLUS distributed by such brokers.

The value of the Bearish PLUS shown on your account statement may be based on RBCCM’s estimate of the value of the Bearish PLUS if RBCCM or another of our affiliates were to make a market in the Bearish PLUS (which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Bearish PLUS in light of then-prevailing market conditions, our creditworthiness and transaction costs. For an initial period of approximately six months after the original issue date, the value of the Bearish PLUS that may be shown on your account statement is expected to be higher than RBCCM’s estimated value of the Bearish PLUS at that time. This is because the estimated value of the Bearish PLUS will not include the agent’s commission and our hedging costs and profits; however, the value of the Bearish PLUS shown on your account statement during that period is initially expected to be a higher amount, reflecting the addition of the agent’s commission and our estimated costs and profits from hedging the Bearish PLUS. This excess is expected to decrease over time until the end of this period, and we reserve the right to shorten this period. After this period, if RBCCM repurchases your Bearish PLUS, it expects to do so at prices that reflect its estimated value.

RBCCM or another of its affiliates or agents may use this document in market-making transactions after the initial sale of the Bearish PLUS, but is under no obligation to do so and may discontinue any market-making activities at any time without notice. Unless RBCCM or its agent informs the purchaser otherwise in the confirmation of sale, this document is being used in a market-making transaction.

For additional information about the settlement cycle of the Bearish PLUS, 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 Bearish PLUS

The Bearish PLUS are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the Bearish PLUS 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, the agent’s commission and the hedging-related costs relating to the Bearish PLUS reduce the economic terms of the Bearish PLUS to you and result in the initial estimated value for the Bearish PLUS being less than their public offering price. Unlike the initial estimated value, any value of the Bearish PLUS determined for purposes of a secondary market transaction may be based on a second market rate, which may result in a lower value for the Bearish PLUS than if our initial internal funding rate were used.

In order to satisfy our payment obligations under the Bearish PLUS, 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 Bearish PLUS. The economic terms of the Bearish PLUS and the initial estimated value depend in part on the terms of these hedging arrangements.

See “Risk Factors—Risks Relating to the Initial Estimated Value of the Bearish PLUS and the Secondary Market for the Bearish PLUS—The initial estimated value of the Bearish PLUS will be less than the public offering price” above.