FWP 1 ef20028531_fwp.htm TERM SHEET WFCELN252-NVDA 78017FYE7
Registration Statement No. 333-275898
Filed Pursuant to Rule 433

Royal Bank of Canada
Market Linked Securities


Market Linked Securities—Auto-Callable with Contingent Coupon with Memory and
Contingent Downside
Principal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due May 20, 2027
Term Sheet to Preliminary Pricing Supplement dated May 6, 2024
Summary of Terms
Issuer:
Royal Bank of Canada

Market Measure:
Common Stock of NVIDIA Corporation. (the “Underlying Stock”)

Pricing Date*:
May 15, 2024

Issue Date*:
May 20, 2024

Face Amount and
Original Offering
Price:
$1,000 per security

Contingent Coupon
Payments (with
Memory Feature):
On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price of the Underlying Stock on the related calculation day is greater than or equal to the threshold price. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4. In addition, if the stock closing price of the Underlying Stock on one or more calculation days is less than the threshold price and, on a subsequent calculation day, the stock closing price of the Underlying Stock on that subsequent calculation day is greater than or equal to the threshold price, the securities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). Any contingent coupon payment will be rounded to the nearest cent, with one-half cent rounded upward.

Contingent Coupon
Payment Dates:
Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.

Contingent Coupon
Rate:
At least 13.50% per annum, to be determined on the pricing date
  

Automatic Call:
If the stock closing price of the Underlying Stock on any of the calculation days from August 2024 to February 2027, inclusive, is greater than or equal to the starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security equal to the face amount plus a final contingent coupon payment, and any previously unpaid contingent coupon payments.

Calculation Days*:
Quarterly, on the 15th day of each February, May, August and November, commencing August 2024 and ending February 2027, and on May 17, 2027 (the “final calculation day”)
  

Call Settlement
Date:
Three business days after the applicable calculation day.

Maturity Payment
Amount (per
security):
If the securities are not automatically called prior to the stated maturity date:
• if the ending price is greater than or equal to the threshold price: $1,000; or
• if the ending price is less than the threshold price: $1,000 × performance factor
  

Stated Maturity
Date*:
May 20, 2027

Starting Price:
The stock closing price of the Underlying Stock on the pricing date

Ending Price:
The stock closing price of the Underlying Stock on the final calculation day
  
Summary of Terms (continued)
Performance
Factor:
The ending price divided by the starting price (expressed as a percentage)

Threshold Price:
60% of the starting price

Calculation
Agent:
RBC Capital Markets, LLC (“RBCCM”), an affiliate of the issuer

Denominations:
$1,000 and any integral multiple of $1,000

Agent
Discount**:
Up to 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFS may pay 0.075% of the agent’s discount to WFA as a distribution expense fee

CUSIP:
78017FYE7

Material Tax
Consequences:
See the preliminary pricing supplement.
** In addition, selected dealers may receive a fee of up to 0.20% for marketing and other services.
Hypothetical Payout Profile (maturity
payment amount)

If the securities are not automatically called prior to stated maturity and the ending price is less than the threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of the Underlying Stock, but you will have full downside exposure to the Underlying Stock if the ending price is less than the threshold price.
The issuer’s initial estimated value of the securities as of the pricing date is expected to be between $907.76 and $957.76 per $1,000 in principal amount, which is less than the public offering price. The final pricing supplement relating to the securities will set forth the issuer’s estimate of the initial value of the securities as of the pricing date. 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. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for further information.
*subject to change
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities.  See “Selected Risk Considerations” in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.
This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY

Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the accompanying product supplement.  Please review those risk disclosures carefully.


 Risks Relating To The Terms And Structure Of The Securities
•
If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.
•
The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.
•
You May Be Fully Exposed To The Decline In The Underlying Stock From The Starting Price, But Will Not Participate In Any Positive Performance Of The Underlying Stock.
•
Higher Contingent Coupon Rates Are Associated With Greater Risk.
•
You Will Be Subject To Reinvestment Risk.
•
A Contingent Coupon Payment Date, A Call Settlement Date And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.
•
The Securities Are Subject To Credit Risk.
•
Significant Aspects Of The Tax Treatment Of The Securities Are Uncertain.

Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
•
Our Initial Estimated Value Of The Securities Will Be Less Than The Original Offering Price.
•
The Initial Estimated Value Of The Securities Is An Estimate Only, Calculated As Of The Time The Terms Of The Securities Are Set.
•
The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.
•
The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.
Risks Relating To The Underlying Stock
•
The Securities Will Be Subject To Single Stock Risk.
•
Any Payment Upon An Automatic Call Or At Stated Maturity Will Depend Upon The Performance Of The Underlying Stock And Therefore The Securities Are Subject To A Variety Of Risks, Each As Discussed In More Detail In The Accompanying Product Supplement.
Risks Relating To Conflicts Of Interest
•
Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Royal Bank of Canada toll-free at 1-877-688-2301.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company. 


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