Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13 a -16 OR 15 d -16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION

(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Germany

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Explanatory note and Exhibit

On September 30, 2024, Deutsche Bank AG published the attached exhibit. This Report on Form 6-K and the exhibit hereto are hereby incorporated by reference into Registration Statement No. 333-278331 of Deutsche Bank AG.

We generally publish our financial results prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union, including application of portfolio fair value hedge accounting for non-maturing deposits and fixed rate mortgages with pre-payment options (“EU IFRS”, using the “EU carve-out”). Fair value hedge accounting under the EU carve-out is employed to minimize the accounting exposure to both positive and negative moves in interest rates in each tenor bucket thereby reducing the volatility of reported revenue from Treasury activities. In addition, our financial targets and capital objectives are based on our financial results prepared in accordance with EU IFRS. Exhibit 99.1 hereto presents financial information using EU IFRS.

For U.S. reporting purposes, we also prepare versions of certain of our financial reports in accordance with IFRS as issued by the International Accounting Standards Board (IASB), which does not permit use of the EU carve-out (“IASB IFRS”), but which is otherwise the same as EU IFRS. For example, our 2023 Annual Report on Form 20-F has been prepared using IASB IFRS, and the impact of the EU carve-out is described in Note 1, “Material accounting policies and critical accounting estimates – Basis of accounting – EU carve-out” to the consolidated financial statements contained therein. Our 2Q 2024 Interim Report filed as Exhibit 99.1 to our Report on Form 6-K dated July 24, 2024 has also been prepared using IASB IFRS, and the impact of the EU carve-out is described in the section “Basis of preparation/impact of changes in accounting principles” thereof.

Exhibit 99.1: Key updates communicated during 3Q 2024, September 30, 2024 (EU IFRS).

Forward-looking statements contain risks

This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2023 Annual Report on Form 20-F filed with the SEC on March 14, 2024, in the section entitled “Risk Factors” on pages 11 through 41. Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

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Use of Non-GAAP Financial Measures

This document and other documents we have published or may publish contain non-GAAP financial measures. Non-GAAP financial measures are measures of our 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 our financial statements. Examples of its non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:

Non-GAAP Financial Measure		Most Directly Comparable IFRS Financial Measure
Profit (loss) before tax excluding Postbank takeover litigation provision		Profit (loss) before tax
Profit (loss) attributable to Deutsche Bank shareholders for the segments, Profit (loss) attributable to Deutsche Bank shareholders and additional equity components for the segments, Profit (loss) excluding Postbank takeover litigation provision		Profit (loss)
Revenues excluding specific items, Revenues on a currency-adjusted basis		Net revenues
Net interest income in the key banking book segments		Net interest income
Adjusted costs, Costs on a currency-adjusted basis, Nonoperating costs, Noninterest expenses excluding Postbank takeover litigation provision		Noninterest expenses
Cost/income ratio excluding Postbank takeover litigation provision		Cost/income ratio
Net assets (adjusted)		Total assets
Tangible shareholders’ equity, Average tangible shareholders’ equity, Tangible book value, Average tangible book value		Total shareholders’ equity (book value)
Post-tax return on average shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders after AT1 coupon), Post-tax return on average tangible shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders after AT1 coupon), Post-tax return on average shareholders' equity excluding Postbank takeover litigation provision, Post-tax return on average tangible shareholders’ equity excluding Postbank takeover litigation provision		Post-tax return on average shareholders’ equity
Tangible book value per basic share outstanding, Book value per basic share outstanding		Book value per share outstanding

For descriptions of these non-GAAP financial measures and the adjustments made to the most directly comparable financial measures under IFRS, please refer to (i) the section “Non-GAAP financial measures” of Exhibit 99.1 of our Report on Form 6-K dated July 24, 2024 and (ii) the section “Supplementary Information (Unaudited): Non-GAAP Financial Measures” on pages 430 to 437 of our 2023 Annual Report on Form 20-F.

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When used with respect to future periods, non-GAAP financial measures we use are also forward-looking statements. We 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Bank Aktiengesellschaft

Date: September 30, 2024

By:	_/s/ Andrea Schriber____________
Name:	Andrea Schriber
Title:	Managing Director

By:	_/s/ Joseph C. Kopec____________
Name:	Joseph C. Kopec
Title:	Managing Director and Senior Counsel

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Exhibit 99.1

Key updates communicated during Q3 2024

September 30, 2024

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Key updates communicated during Q3 2024

Revenues:

• - At the Bank of America Financials CEO Conference, James von Moltke provided guidance for divisional revenue performance focused on the Investment Bank in Q3 2024 :

• - Revenues for Fixed Income & Currencies (FIC) are expected to be up by mid-single digits YoY, driven by strong performance in Emerging Markets and Credit Trading

• - Origination & Advisory (O&A) revenues are expected to be higher YoY, in the region of 15%; as highlighted at the Q2 2024 results, Deutsche Bank is pleased with the market share development in O&A, which was at around 2.6% at H1 2024, more than 70bps higher than in FY 2023

• - Christian Sewing also stated at Q2 2024 results that he expects Corporate Bank revenues in the subsequent quarter to be broadly in line with Q2 2024; further more, he emphasized that Private Bank and Asset Management revenues are to improve slightly in H2 2024 compared to H1 2024, driven by inflows into assets under management and better NII development for the Private Bank

• - At Q2 2024 results, Christian Sewing said Deutsche Bank is on track to earn € 30bn of revenues for FY 2024, supported by revenues of € 15.4bn delivered in H1 2024

• - Confidence in the € 30bn revenue goal is driven by anticipated continued commissions and fee income growth, mainly in O&A, Corporate Bank and Asset Management, and better-than-expected NII development, with FY 2024 NII in the banking book segments expected to remain broadly stable YoY

• - Furthermore, Christian Sewing reiterated at the Q2 2024 results that the performance of all businesses and continued franchise momentum provides management with full confidence that the bank can achieve targeted revenues of around € 32bn for FY 2025

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Provision for credit losses:

• - At the Bank of America Financials CEO Conference, James von Moltke repeated that provision for credit losses (CLPs) for H1 2024 had been higher than expected at the start of the year, which drove the upward revision to FY 2024 guidance

• - With regard to Q3 2024, James von Moltke pointed out that there are still a number of things which can impact gross reported CLPs for Q3 2024 with developments still fluid relating to several items such as a larger corporate restructuring in Germany, which already impacted Q2 2024, continued temporary impacts of the Postbank integration as indicated at Q2 2024 and which are expected to reduce towards the end of H2 2024, the potential sale of a portfolio of CRE loans and a potential recovery, all of which are still uncertain

• - As indicated at the Q2 2024 results, and confirmed at the Bank of America Financials CEO Conference, James von Moltke stated that stronger external market indicators support the bank’s view of a turn in CRE provisions, which should lead to lower overall CRE CLPs in H2 2024 compared to H1 2024

• - He also noted that the bank is watching Germany carefully, with default rates picking up, but reassured that the credit portfolio is not materially impacted at this point; he stated that the bank is using hedging programs particularly in corporate credit and leveraged lending to mitigate the gross impact from CLPs and that the net impact to P&L is lower

• - For FY 2025, Christian Sewing said at the Q2 2024 results that Deutsche Bank expects a normalization in credit costs, which James von Moltke reaffirmed at the Bank of America Financials CEO Conference

Capital and capital distribution:

• - At the Bank of America Financials CEO Conference, James von Moltke reiterated that Deutsche Bank is focused on delivering operating performance in H2 2024 positioning the bank with a strong step off into next year, enabling management to deliver on its capital plans and commitments to shareholders in 2025 and beyond; he also emphasized that Deutsche Bank had begun the engagement with the supervisors on capital planning and authorizations

• - Furthermore, James von Moltke emphasized the progress Deutsche Bank is making on its capital efficiency target of € 25-30bn of RWA reduction, with € 19bn of optimization achieved by Q2 2024, reflecting good progress towards € 24bn of optimization by FY 2024, while leaving room for further delivery in 2025

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• - As stated by Christian Sewing at the Q2 2024 results and reiterated by James von Moltke at the Bank of America Financials CEO Conference, Deutsche Bank’s business momentum, earnings power, operating leverage and execution of the Global Hausbank strategy gives confidence towards delivering >10% RoTE in FY 2025, as a milestone on the path to higher returns , and the progress made with capital optimization lead to full confidence in the trajectory to increase distributions beyond the original goal of € 8bn in respect of FY 2021 to 2025; James von Moltke added that the Q2 2024 CET1 ratio of 13.5% is a good step-off into H2 2024

Nonoperating costs:

• - At the Bank of America Financials CEO Conference, James von Moltke said that Deutsche Bank has settled with a total of 70% plaintiffs in the Postbank takeover litigation matter, representing around 60% of the total claims by value; these numbers include the settlements announced on August 21, 2024 and September 5, 2024; the court decision in one remaining case in front of the Higher Regional Court of Cologne is expected on October 23, 2024

• - Considering all settlements to date, Deutsche Bank expects a net positive impact of around € 330m in Q3 2024 to be reflected in the litigation line, consisting of approximately € 430m Postbank takeover litigation provision-related release offset by around € 100m new provision from other litigation items

• - At the Q2 2024 results, Christian Sewing said that resolving the Postbank litigation matter is an important step in moving past legacy items

Adjusted costs:

• - At the Q2 2024 results, Christian Sewing said that Deutsche Bank is on track to deliver on the commitment of a quarterly run rate of adjusted costs of around € 5bn in 2024, and further reduce this run rate closer to € 4.9bn by the end of the year; this was reiterated by James von Moltke at the Bank of America Financials CEO Conference

• - With regard to the target of € 2.5bn of operational efficiencies, Christian Sewing said at Q2 2024 that the remaining € 1.3bn savings still to come are expected to be achieved via: optimization initiatives in Germany(~€ 500m), investments to reduce organizational complexity (~€ 550m) and automation of processes, alongside better alignment of the front-to-back setup (~€ 250m)

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Issuance:

• - Select issuance highlights below:
  • - July 2, 2024: EUR Senior Non-Preferred dual tranche
    • - € 0.5bn 4.00% inaugural Social bond Senior Non-Preferred with maturity in 2028
    • - € 1.25bn 4.50% Senior Non-Preferred with maturity in 2035
  • - September 2, 2024: CHF 230m 2.0725% Senior Non-Preferred with maturity in 2030
  • - September 4, 2024: USD Senior Non-Preferred dual tranche
    • - $ 1.25bn 4.999% Senior Non-Preferred with maturity in 2030
    • - $ 1.25bn 5.403% Senior Non-Preferred with maturity in 2035
    • - Record order book for USD SNP issuance of $ 13bn across both tranches
• - ~€ 15.9bn issued YTD out of € 13-18bn funding plan for the year

Next significant events:

• - October 23, 2024 – Q3 2024 results – Analyst Conference Call
• - October 24, 2024 – Q3 2024 results – Fixed Income Call

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Disclaimer

This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our SEC Form 20-F of March 14, 2024 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from investor-relations.db.com.

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