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德意志银行美股招股说明书(2026-05-15版)

2026-05-15 美股招股说明书 土豆不吃泥
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RegistrationStatementNo.333-278331Rule 424(b)(2) Pricing Supplement No. A37 dated May, 2026(To Underlying Supplement No.1 dated April 26, 2024,Product Supplement B dated April 26, 2024, Deutsche Bank AG Trigger Autocallable GEARS Linked to the Russell 2000®Index due on or about May 29, 2031 Investment Description The Trigger Autocallable GEARS (the “Securities”) are unsecured and unsubordinated obligations of Deutsche Bank AG(the “Issuer”) with returns linked to the performance of the Russell 2000®Index (the “Underlying”).If the Closing Value of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier, the Securities will be automaticallycalled, and the Issuer will pay you a Call Price equal to the Face Amount of the Securities plus a Call Return. No furtherpayments will be made on the Securities once they have been automatically called, and you will not participate in anyappreciation of the Underlying if the Securities are automatically called.If the Securities are not automatically called andthe Underlying Return is positive, the Issuer will pay the Face Amount of the Securities at maturity plus a return equal tothe Underlying Return multiplied by the Upside Gearing. The Upside Gearing will be set on the Trade Date. If theUnderlying Return is zero or negative but the Final Underlying Value is greater than or equal to the Downside Threshold,the Issuer will repay the Face Amount of the Securities at maturity. However, if the Final Underlying Value is less than theDownside Threshold, the Issuer will pay you a cash payment at maturity that is less than the Face Amount, if anything,resulting in a percentage loss on the Face Amount of the Securities equal to the negative Underlying Return. In this case,you will have full downside exposure to the Underlying from the Initial Underlying Value to the Final Underlying Value, and FeaturesAutomatic Call:If the Closing Value of the Underlying on the Observation Key Dates Trade Date:May 27, 2026Settlement Date:May 29, 2026Observation Date:June 3, 2027 Date is greater than or equal to the Autocall Barrier, the Securities will beautomatically called, and the Issuer will pay you a Call Price equal to the FaceAmount of the Securities plus a Call Return. No further payments will be Call Settlement Date: June 7, 2027Final Valuation Date: May 27, 2031Maturity Date:May 29, 20311Inthe event that we make anychanges to the expected Trade Dateor Settlement Date, the ObservationDate, the Call Settlement Date, the made on the Securities once they have been automatically called, and youwill not participate in any appreciation of the Underlying if the Securities areautomatically called. and the Underlying Return is positive, the Issuer will pay the Face Amount ofthe Securities at maturity plus a return equal to the Underlying Returnmultiplied by the Upside Gearing. The Upside Gearing feature will provide Downside Exposure with Contingent Repayment of Principal at Maturity: If the Securities are not automatically called and the Underlying Return is zero or negative but the Final Underlying Value is greater than or equal to theDownside Threshold, the Issuer will repay the Face Amount at maturity.However, if the Final Underlying Value is less than the Downside Threshold,the Issuer will repay less than the Face Amount at maturity, if anything,resulting in a percentage loss on your investment equal to the negative Notice to investors: The Securities are significantly riskier than conventional debt instruments. The Issuer is notnecessarily obligated to repay the full Face Amount of the Securities at maturity, and the Securities may have thefull downside market risk of the Underlying. This market risk is in addition to the credit risk inherent in purchasinga debt obligation of the Issuer. You should not purchase the Securities if you do not understand or are not of this pricing supplement and “Risk Factors” beginning on page 10 of the accompanying product supplement,page PS–5 of the accompanying prospectus supplement and page 20 of the accompanying prospectus beforepurchasing any Securities. Events relating to any of those risks, or other risks and uncertainties, could adversely Security OfferingWe are offering Trigger Autocallable GEARS linked to the Russell 2000® Index. The Upside Gearing, Initial UnderlyingValue and Downside Threshold will be set on the Trade Date. The Initial Underlying Value will be the Closing Value (as The Issuer’s estimated value of the Securities on the Trade Date is approximately $9.729 to $9.957 per $10.00 FaceAmount of Securities, which is less than the Issue Price. Please see “Issuer’s Estimated Value of the Securities”on page PS–2 of this pricing supplement for additional information. any Resolution Measure(as defined below)by the competent resolution authority,which may include the writedown of all,or a portion,of any payment on the Securities or the conversion of the Securities into ordinary sharesor other