DEUTSCHE BANK AKTIENGESELLSCHAFT

As filed with the Securities and Exchange Commission on March 13, 2025

UNITED STATES

SECURITIES EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

or

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

or

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

Date of event requiring this shell company report……………………………….

Commission file number 1-15242

(Exact name of Registrant as specified in its charter)

Deutsche Bank Corporation

(Translation of Registrant’s name into English)

Federal Republic of Germany

(Jurisdiction of incorporation or organization)

Taunusanlage 12 , 60325 Frankfurt am Main , Germany

(Address of principal executive offices)

Andrea Schriber , + 49 - 69 - 910-40493 , andrea.schriber@db.com , Taunusanlage 12 , 60325 Frankfurt am Main , Germany

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act

See following page

Securities registered or to be registered pursuant to Section 12(g) of the Act.

NONE

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares, no par value 1,945,125,755

(as of December 31 , 2024 )

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐

*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards ☒ Other ☐

as issued by the International Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the

Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act (as of February 28, 2025)

Deutsche Bank

Table of Contents

Table of Contents –

PART I –

Item 1: Identity of Directors, Senior Management and Advisers –

Item 2: Offer Statistics and Expected Timetable –

Item 3: Key Information –

Dividends –

Capitalization and Indebtedness –

Reasons for the Offer and Use of Proceeds –

Risk Factors –

Item 4: Information on the company –

History and development of the company –

Business Overview –

The competitive environment –

Regulation and Supervision –

Organizational Structure –

Property and Equipment –

Information required by subpart 1400 of SEC Regulation S-K –

Item 4A: Unresolved Staff Comments –

Item 5: Operating and Financial Review and Prospects –

Overview –

Material accounting policies and critical accounting estimates –

Recently adopted accounting pronouncements and new accounting pronouncements –

Operating results –

Results of operations –

Financial position –

Liquidity and capital resources –

Post-employment benefit plans –

Off-balance sheet arrangements –

Tabular disclosure of contractual obligations –

Research and development, patents and licenses –

Item 6: Directors, Senior Management and Employees –

Directors and Senior Management –

Board practices of the Management Board –

Compensation –

Employees –

Share Ownership –

Item 7: Major Shareholders and Related Party Transactions –

Major Shareholders –

Related Party Transactions –

Interests of Experts and Counsel –

Item 8: Financial Information –

Consolidated statements and other financial information –

Significant changes –

Item 9: The Offer and Listing –

Offer and Listing Details and Markets –

Plan of Distribution –

Selling Shareholders –

Dilution –

Expenses of the Issue –

Item 10: Additional Information –

Share Capital –

Memorandum and Articles of Association –

Notification Requirements –

Material Contracts –

Exchange Controls –

Taxation –

Dividends and Paying Agents –

Statement by Experts –

Documents on Display –

Subsidiary Information –

Item 11: Quantitative and Qualitative Disclosures about Credit, Market and Other Risk –

Item 12: Description of Securities other than Equity Securities –

PART II –

Deutsche Bank

Item 13: Defaults, Dividend Arrearages and Delinquencies –

Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds –

Item 15: Controls and Procedures –

Disclosure Controls and Procedures –

Management’s Annual Report on Internal Control over Financial Reporting –

Report of Independent Registered Public Accounting Firm –

Opinion on Internal Control Over Financial Reporting –

Item 16A: Audit Committee Financial Expert –

Item 16B: Code of Ethics –

Item 16C: Principal accountant fees and services –

Item 16D: Exemptions from the Listing Standards for Audit Committees –

Item 16E: Purchases of Equity Securities by the Issuer and Affiliated Purchasers –

Item 16F: Change in Registrant’s Certifying Accountant –

Item 16G: Corporate Governance –

Item 16H: Mine Safety Disclosure –

Item 16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections –

Item 16J: Insider Trading Policies –

Item 16K: Cybersecurity –

Disclosures Under Iran Threat Reduction and Syria Human Rights Act of 2012 –

PART III –

Item 17: Financial Statements –

Item 18: Financial Statements –

Item 19: Exhibits –

Signatures –

Annual Report – 117

Supplemental Financial Information (Unaudited) – S-1

Deutsche Bank

Deutsche Bank Aktiengesellschaft, also called Deutsche Bank AG, is a stock corporation organized under the laws of the Federal Republic of Germany. Unless otherwise specified or required by the context, in this document, references to “Deutsche Bank”, “the bank” or “the Group” are to Deutsche Bank Aktiengesellschaft and its consolidated subsidiaries.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals presented and percentages may not precisely reflect the absolute figures.

The bank’s registered address is Taunusanlage 12, 60325 Frankfurt am Main, Germany, and its telephone number is +49-69-910-00.

Inclusion of its Annual Report

Deutsche Bank has included as an integral part of this Annual Report on Form 20-F its Annual Report 2024, to which the bank refers to in response to certain items included in Form 20-F. Certain portions of the Annual Report 2024 have been omitted, as indicated therein. The included Annual Report 2024 contains the consolidated financial statements, which the bank refers to in response to Items 8 and 18.

The Annual Report 2024 and consolidated financial statements included herein differ from those Deutsche Bank publishes for other purposes (the “non-SEC” versions thereof) in that the financial information presented in the Annual Report 2024 and consolidated financial statements included herein has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial information presented in the non-SEC Annual Report 2024 and consolidated financial statements included therein, by contrast, has been prepared in accordance with IFRS as issued by the IASB and endorsed by the European Union (EU), including, effective as of January 1, 2020, the application of fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU carve-out version of International Accounting Standard (IAS) 39. For further information, see Note 1, “Material accounting policies and critical accounting estimates – Basis of accounting – EU carve-out” to the consolidated financial statements.

Such consolidated financial statements differ from those contained in the Annual Report 2024 used for other purposes (the “non-SEC financial statements”) in that (i) Notes 42, 43 and 44 of the non-SEC financial statements, which address non-U.S. requirements, have been deleted, and (ii) Note 42, which addresses U.S. requirements, has been added to the included financial statements.

The consolidated financial statements have been audited by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, as described in their “Report of Independent Registered Public Accounting Firm” included in the Annual Report 2024. Such report is included only in the version of the Annual Report 2024 included in this Annual Report on Form 20-F.

Deutsche Bank

Cautionary Statement Regarding Forward-Looking Statements

Deutsche Bank makes certain forward-looking statements in this document with respect to its financial condition and results of operations. In this document, forward-looking statements include, among others, statements relating to:

– The potential development and impact on the bank of economic and business conditions, along with the legal and regulatory environment to which the bank is subject, including the challenging macroeconomic environment in Europe, in particular in Germany, potential re-emergence of inflationary pressures impacting interest rates, the potential for widespread trade tariffs; along with elevated geopolitical risks

– Deutsche Bank’s ability to grow revenues or sustain its cost base by means of strategic initiatives, the bank’s responses to economic and business conditions and the legal and regulatory environment

– The development of aspects of Deutsche Bank’s results of operations

– The bank’s expectations of the impact of risks that affect the bank’s business, including the risks of losses in its trading businesses and credit exposures

– Other statements relating to the bank’s future business development and economic performance

In addition, the Group may from time to time make forward-looking statements in the periodic reports to the United States Securities and Exchange Commission on Form 6-K, annual and interim reports, invitations to Annual General Meetings and other information sent to shareholders, offering circulars and prospectuses, press releases and other written materials. Deutsche Bank’s Management Board, Supervisory Board, officers and employees may also make oral forward-looking statements to third parties, including financial analysts.

Forward-looking statements are statements that are not historical facts, including statements about the bank’s beliefs and expectations. Deutsche Bank uses words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “estimate”, “project”, “should”, “potential”, “reasonably possible”, “plan”, “aim” and similar expressions to identify forward-looking statements.

By their very nature, forward-looking statements involve risks and uncertainties, both general and specific. Deutsche Bank bases these statements on its current plans, estimates, projections and expectations. The reader of this document should therefore not place too much reliance on them. The bank’s forward-looking statements speak only as of the date the bank makes them, and Deutsche Bank undertakes no obligation to update any of them in light of new information or future events.

Deutsche Bank cautions the reader that a number of important factors could cause its actual results to differ materially from those the bank describes in any forward-looking statement. These factors include those listed above and, among others, the following:

– Other changes in general economic and business conditions

– Changes and volatility in currency exchange rates, interest rates and asset prices

– Changes in governmental policy and regulation, including measures taken in response to economic, business, political and social conditions

– The potential development and impact on the bank of legal and regulatory proceedings to which the bank is or may become subject

– Changes in the bank’s competitive environment

– The success of acquisitions, divestitures, mergers and strategic investments and alliances

– Other factors, including those the bank refers to in “Item 3: Key Information – Risk Factors” and elsewhere in this document and others to which the bank does not refer

Deutsche Bank

Use of Non-GAAP financial measures

This document and other documents Deutsche Bank has published or may publish contain Non-GAAP financial measures. Non-GAAP financial measures are measures of the bank’s historical or future performance, financial position or cash flows that contain adjustments that exclude or include amounts that are included or excluded, as the case may be, from the most directly comparable measure calculated and presented in accordance with IFRS in the financial statements. Examples of Deutsche Bank’s Non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:

For descriptions of these Non-GAAP financial measures and the adjustments made to the most directly comparable financial measures under IFRS, please refer to “Supplementary Information (Unaudited): Non-GAAP financial measures”, which is included herein.

When used with respect to future periods, Non-GAAP financial measures used by Deutsche Bank are also forward-looking statements. The bank cannot predict or quantify the levels of the most directly comparable financial measures under IFRS that would correspond to these measures for future periods. This is because neither the magnitude of such IFRS financial measures, nor the magnitude of the adjustments to be used to calculate the related Non-GAAP financial measures from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently unknown, events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future period, the Non-GAAP financial measure will be greater than or less than the related IFRS financial measure.

Use of Internet Addresses

This document contains inactive textual addresses of Internet websites operated by the bank and third parties. Reference to such websites is made for informational purposes only, and information found at such websites is not incorporated by reference into this document.