Deutsche Bank AG Launches 6.00% Fixed Rate Callable Senior Debt Notes Maturing in 2051

Overview of Deutsche Bank's 6.00% Senior Debt Notes and Principal Terms

The pricing supplement confirms Deutsche Bank AG as issuer of unsecured, unsubordinated senior preferred obligations bearing a fixed annual interest rate of 6.00%. The notes mature on July 31, 2051, establishing a 25-year tenor from the expected settlement date. Interest payments are made annually in arrears on July 31 each year, starting July 31, 2027, through maturity or any optional redemption date. The day count convention applied is an unadjusted 30/360 basis.

Offered in minimum denominations of $1,000 (the "Principal Amount"), purchases can be made in integral multiples above this threshold. The issue price is set at 100.00% of principal per note. The total aggregate principal amount of the offering remains unspecified in this preliminary supplement, as certain details were pending completion at filing.

Callable Feature and Optional Redemption Dates Explained

A key structural element is Deutsche Bank's exclusive right to redeem the notes in full, not in part. Optional redemption dates occur semi-annually on January 31 and July 31, starting July 31, 2028, through January 31, 2051. The issuer must provide at least five business days' notice prior to redemption, subject to regulatory approval.

Upon redemption, holders receive 100% of principal plus accrued but unpaid interest. This callable structure introduces reinvestment risk, as Deutsche Bank may redeem notes at par during periods of lower interest rates. The redemption right is solely with the issuer; no put option is granted to investors.

Eligible Liabilities Status and Regulatory Capital Implications

The notes are intended to qualify as eligible liabilities under Deutsche Bank AG's Minimum Requirement for Own Funds and Eligible Liabilities (MREL), a European Union regulatory standard ensuring banks maintain sufficient loss-absorbing instruments for resolution scenarios. This MREL eligibility situates the notes within the EU banking regulatory framework, emphasizing their role beyond typical deposit or bond instruments.

For investors, this means the notes are designed to absorb losses in a resolution event. All payments, including interest and principal, depend on the issuer's credit and may be affected by resolution measures. This is a fundamental structural feature under EU law, not merely a risk disclosure.

Resolution Measures, Bail-In Risk, and Investor Consent

The pricing supplement outlines "Resolution Measures" pursuant to the European Bank Recovery and Resolution Directive (Directive 2014/59/EU, or BRRD) and the German Recovery and Resolution Act. Since January 1, 2016, the European Single Resolution Board, in coordination with the European Central Bank, European Commission, and national authorities, holds resolution powers over major banking groups like Deutsche Bank.

Investors purchasing these notes irrevocably consent to any resolution action imposed by competent authorities. Such measures may include write-downs to zero, conversion into ordinary shares of the issuer or related entities, transfer of notes, amendments to terms, or cancellation. These actions do not constitute defaults under the notes, and investors waive rights to default claims in these scenarios.

Investor Consent and Waiver of Claims

The supplement further states investors agree irrevocably to be bound by any resolution measures and related amendments to the notes' terms. Investors relinquish any claims against Deutsche Bank AG arising from such measures. This legal provision differentiates these notes from standard unsecured corporate bonds, as investors forfeit typical default remedies.

Prospective investors are directed to the "Resolution Measures" section starting on page 75 of the prospectus and "Resolution Measures and Deemed Agreement" on page PS-2 of the pricing supplement for comprehensive details.

Offering Economics: Pricing, Discounts, and Agent Commissions

The notes are priced at $1,000.00 each to the public. Deutsche Bank Securities Inc. (DBSI) will receive discounts and commissions up to $50.00 per note, resulting in net proceeds of $950.00 per note to Deutsche Bank AG. DBSI may grant selected dealers selling concessions up to $50.00 per note based on market conditions at order submission.

For eligible institutional investors and those purchasing via fee-based advisory accounts, pricing will vary with market conditions but will not be less than $950.10 or exceed $1,000 per note. Dealers may waive some or all selling concessions. The total offering size remains pending finalization.

DBSI's Role as Affiliated Agent and Conflict of Interest Disclosure

Deutsche Bank Securities Inc. is identified as both the offering agent and an affiliate of Deutsche Bank AG, creating a conflict of interest acknowledged in the filing. Investors are referred to the "Supplemental Plan of Distribution (Conflicts of Interest)" section for further information. This affiliated agent structure is common in bank-issued structured notes but requires investor consideration regarding distribution independence and pricing fairness.

The filing notes DBSI’s financial incentive from commissions up to $50.00 per note, which may influence promotion efforts. No detailed quantitative conflict mitigation is provided. The immediate impact on Deutsche Bank's share price was not publicly available.

Settlement Procedures, Book-Entry Form, and Listing Information

Pricing is expected on or about July 29, 2026, with settlement on or about July 31, 2026. Notes will be delivered exclusively in book-entry form through The Depository Trust Company (DTC), meaning no physical certificates will be issued. Investors will hold interests via brokerage or financial institutions within the DTC custodial system.

The notes carry CUSIP 25160YFU7 and ISIN US25160YFU73. The supplement confirms there will be no exchange listing, resulting in no organized secondary market. Investors seeking to sell before maturity or redemption may face limited liquidity and potential market impact costs.

Highlighted Risk Factors

Investors are directed to multiple risk disclosures including "Risk Factors" on page PS-6 of the prospectus supplement, page 20 of the prospectus, and "Selected Risk Considerations" on page PS-5 of the pricing supplement. The resolution and bail-in risks are emphasized extensively.

The filing warns that resolution measures could result in partial or total loss of investment. It also clarifies that these notes are not deposits or savings accounts and are not insured or guaranteed by the FDIC or any other U.S. or foreign governmental agency, a critical point for retail investors.

Registration and Regulatory Details

The notes are issued under Registration Statement No. 333-278331 filed by Deutsche Bank AG. The pricing supplement accompanies a prospectus supplement and prospectus both dated April 26, 2024, forming part of the shelf registration for this and other Deutsche Bank note issuances. The preliminary pricing supplement is dated July 14, 2026, indicating some terms were pending finalization ahead of pricing on or about July 29, 2026.

As standard, the filing includes disclaimers that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or passed on the accuracy of the offering documents. Any contrary representation is a criminal offense, underscoring the legal framework governing the offering.