道明银行美股招股说明书(2025-04-24版)

Callable Contingent Income Securities with Daily Coupon Observation due May 6, 2027Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Callable Contingent Income Securities with Daily Coupon Observation (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 for investors toearn a contingent quarterly coupon on a contingent coupon payment date if the index closing value ofeachunderlying index oneach trading dayduring the applicable quarterly observation period is greater than or equal to 70% of its initial indexvalue, which we refer to as its coupon threshold level. However, if the index closing value ofanyunderlying index isless thanits coupon threshold level onany trading dayduring the applicable quarterly observation period, you will not receiveany contingent quarterly coupon with respect to the applicable quarterly observation period. 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, downside threshold level, TD will pay you a cash payment per security that will beless than70% of the stated principal amount of the securities and could be zero and you will be exposed on a 1-to-1 basis to the decline of the worst performingunderlying index. In this scenario, you will lose a significant portion or all of your investment in the securities. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of theunderlying indices and will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities. Because all payments on the securities are based on the worst performing underlying index, a decline beyond the respective coupon threshold level ofanyunderlying index onany trading dayduring the quarterly observation periods will result in few or no contingent quarterly coupons, and a decline beyond therespective downside threshold level ofanyunderlying index on the final observation period end-date will result in a loss of a significant portion and up to your entire investment in the securities, even if the other underlying indices appreciate or have not declined as much. The securities are for investors who are willing to risk their entire investment based on the worst performing of each of the underlying indices and who seek an opportunity to earn interest at a potentially above-marketrate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are senior unsecured debt securities issued by TD. The securities are notes issued as part of TD’s Senior Debt Securities, Series H.All payments on the securities are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any amounts owed to you under the securities and you could lose your entire investment in thesecurities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.SUMMARY TERMS The Toronto-Dominion Bank (“TD”)Senior Debt Securities, Series HUnderlying indices:Nasdaq-100 Index®(Bloomberg Ticker: “NDX”)Russell 2000®Index (Bloomberg Ticker: “RTY”)S&P 500®Index (Bloomberg Ticker: “SPX”)Aggregate principal amount:$●Stated principal amount:$1,000.00 per security$1,000.00 per security (see “Commissions and issue price” below) Payment at maturity:◾If the final index values ofallof the underlying indicesare greater than orequal totheir respective downside threshold levels:(i) the stated principal amountplus(ii) any contingent quarterly coupon otherwise payable with respect to thefinal quarterly observation period If the final index value ofanyunderlying indexis less thanits downsidethreshold level:(i) the stated principal amountplus(ii) the stated principal amounttimesthe underlying return of the worstperforming underlying index.If the final index value of any underlying index is less than its downside threshold level, the payment at maturity will be less than 70% of the stated principal amount and could be as 89115HC21 / US89115HC217The securities will not be listed or displayed on any securities exchange or any electronic communications network. Calculation agent:TDTD Securities (USA) LLC (“TDS”), an affiliate of TD. See “Additional Information About the Securities — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)” herein.Estimated value on the pricing date:The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925.00 and $960.00 per security, as discussed further under“Risk Factors — Risks Relating to Es