道明银行美股招股说明书(2025-04-21版)

STRUCTURED INVESTMENTS Opportunities in U.S. Equities$5,383,000 Callable Contingent Income Securities due April 22, 2026 Based on the Performance of the S&P 500® Index Principal at Risk Securities Callable Contingent Income Securities (the “securities”)do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities offer the opportunity forinvestors to earn a contingent quarterly coupon with respect to each determination date on which the index closing value of the underlying index is greater than or equal to 75% of the initial index value,which we refer to as the coupon threshold level. However, if the index closing value of the underlying index is less than the coupon threshold level, you will not receive any contingent quarterly coupon withrespect to the applicable determination date. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the term of the securities. In addition, TheToronto-Dominion Bank (“TD”) may elect, on or before any applicable determination date (other than the final determination date), to redeem the securities at its discretion in whole, but not in part (an“issuer call”), on the contingent coupon payment date corresponding to such determination date (the “redemption date”), regardless of the index closing value of the underlying index on such determinationdate. If TD elects to redeem the securities prior to maturity, the securities will be redeemed on the redemption date for an amount per security equal to (i) the stated principal amount plus (ii) any contingentquarterly coupon otherwise payable with respect to the applicable determination date. No further payments will be made on the securities once they have been redeemed. Furthermore, if TD does not electto redeem the securities prior to maturity and the final index value is less than 75% of the initial index value, which we refer to as the downside threshold level, TD will pay you a cash payment per security $5,383,000 Callable Contingent Income Securities due April 22, 2026Based on the Performance of the S&P 500®IndexPrincipal at Risk Securities Additional Information About TD and the Securities You should read this pricing supplement together with the prospectus, as supplemented by the product supplementMLN-EI-1 (the“product supplement”) and the underlier supplement, relating to our Senior Debt Securities, Series H, of which these securities are apart. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product supplement.In the event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; third, the This pricing supplement, together with the documents listed below, contains the terms of the securities and supersedes all prior orcontemporaneousoral statements as well as any other written materials including preliminary or indicative pricing terms,correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. Youshould carefully consider, among other things, the matters set forth in “Risk Factors” herein, “Additional Risk Factors Specific to the You may access these documents on the SEC website at www.sec.gov as follows: ♦Product Supplement MLN-EI-1 dated February 26, 2025:http://www.sec.gov/Archives/edgar/data/947263/000114036125006123/ef20044459_424b3.htm♦Underlier Supplement dated February 26, 2025:http://www.sec.gov/Archives/edgar/data/947263/000114036125006121/ef20044458_424b3.htm♦Prospectus dated February 26, 2025: Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, “TD,” “we,” “us,” or “our” refersto The Toronto-Dominion Bank and its subsidiaries. TD reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of anychanges to the terms of the securities, TD will notify you and you will be asked to accept such changes in connection with yourpurchase. You may also choose to reject such changes, in which case TD may reject your offer to purchase. $5,383,000 Callable Contingent Income Securities due April 22, 2026Based on the Performance of the S&P 500®IndexPrincipal at Risk Securities Investment Summary Callable Contingent Income SecuritiesPrincipal at Risk Securities The Callable Contingent Income Securities due April 22, 2026 based on the performance of the S&P 500®Index, which we refer to asthe securities, provide an opportunity for investors to earn a contingent quarterly coupon, which is an amount equal to $21.75(equivalent to 8.70% per annum of the stated principal amount) per security, with respect to each determination date on which the indexclosing value or the final index value, as applicable, isgreater than or equal to75% of the initial index value, which we refer to as thecoupon