道明银行美股招股说明书(2025-01-15版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-262557 The Toronto-Dominion Bank$600,000Autocallable Contingent Interest Barrier Notes with Memory InterestLinked to the S&P 500®Index Due January 29, 2026Senior Debt Securities, Series E General•The Notes are designed for investors who (i) wish to receive a Contingent Interest Payment (as defined below), plus any previously unpaid Contingent Interest Payments, if on any Review Date the Closing Level of the S&P 500®Index (the“Reference Asset”) is greater than or equal to the Barrier Level (as defined below), (ii) are willing toaccept the risk of losing a significant portion or all of their Principal Amount and of not receiving any Contingent Interest Payments over the term of the Notes and (iii) arewilling to forgo fixed interest and dividend payments. Contingent Interest Payments should not be viewed as periodic interest payments.•The Notes will be automatically called prior to the Maturity Date if the Closing Level of the Reference Asset is greater than or equal to the Initial Level on any Review Date other than the Final Review Date. If the Notes are not automatically called and the Closing Level of the Reference Asset on the Final Review Date (the “Final Level”) is lessthan the Barrier Level, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Level is less than the Initial Level, and may lose the entirePrincipal Amount.•Any payments on the Notes, including any repayment of principal, are subject to our credit risk. Key Terms The S&P 500®Index (Bloomberg ticker: “SPX”) $1,000 per Note, subject to a minimum investment of $10,000 and integral multiples of $1,000 in excess thereof. Approximately 54 weeks, subject to an automatic call. January 13, 2025 January 14, 2025 January 17, 2025, which is the third DTC settlement day following the Pricing Date. See “Supplemental Plan of Distribution (Conflicts ofInterest)” herein. If the Closing Level of the Reference Asset on any Review Date other than the Final Review Date is greater than or equal to the Initial Level, wewill automatically call the Notes and, on the applicable Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plusthe Contingent Interest Payment otherwise due and any previously unpaid Contingent Interest Payments with respect to any previous ReviewDates pursuant to the Memory Interest Feature. No further amounts will be owed to you under the Notes. If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment Date immediately following therelevant Review Date. April 28, 2025, July 28, 2025, October 27, 2025 and January 26, 2026 (the “Final Review Date”). Each Review Date is subject to postponementas described further under “Additional Terms — Review Dates” herein. If the Closing Level of the Reference Asset on any Review Date is greater than or equal to the Barrier Level, a Contingent Interest Payment,plus any previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature,will be paid to you on the corresponding Contingent Interest Payment Date. Contingent Interest Payments on the Notes are notguaranteed. You will not receive the Contingent Interest Payment with respect to a Review Date on the corresponding ContingentInterest Payment Date if the Closing Level on such Review Date is less than the Barrier Level.Any Contingent Interest Payment due on aNote will be paid to the registered holder of such Note, as determined on the record date, which will be the Business Day preceding the relevantContingent Interest Payment Date. All amounts used in or resulting from any calculation relating to a Contingent Interest Payment will berounded upward or downward as appropriate, to the nearest tenth of a cent. If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity Date) because the Closing Levelof the Reference Asset is less than the Barrier Level on the related Review Date, such Contingent Interest Payment will be made on a laterContingent Interest Payment Date if the Closing Level of the Reference Asset on any subsequent Review Date is greater than or equal to theBarrier Level on the relevant Review Date. For the avoidance of doubt, once a previously unpaid Contingent Interest Payment has been madeon a later Contingent Interest Payment Date, it will not be made again on any subsequent Contingent Interest Payment Date. If the ClosingLevel of the Reference Asset is less than the Barrier Level on each of the Review Dates, you will receive no Contingent Interest Paymentsduring the term of, and will not receive a positive return on, the Notes. $22.875 per $1,000 Principal Amount of the Notes, if payable. With respect to each Review Date, the third Business Day following the related Review Date, with the exception that the final ContingentInterest Payment Dat