道明银行美股招股说明书(2025-05-15版)

Pricing Supplement dated,2025to the The Toronto-Dominion Bank (“TD” or “we”) is offering the Callable Fixed Rate Notes due May 30, 2032 (the “Notes”) described below.CUSIP / ISIN: 89115JAS2 / US89115JAS24The Notes will accrue interest at a fixed rate of 5.00% per annum from and including the Issue Date to but excluding the Maturity Date. TD will pay interest on the Notes on the 30th calendar day of each May, August and November, and the last calendar day of each February(each, an “Interest Payment Date”), commencing on August 30, 2025 and ending on the Maturity Date or Optional Call Date (if applicable). TD may, at its option, elect to redeem the Notes in whole, but not in part, on the 30th calendar day of each May, August and November, and thelast calendar day of each February (each, an “Optional Call Date”), upon five Business Days’ prior written notice, commencing on August 30,2026and ending on the Interest Payment Date immediately preceding the Maturity Date. Any payments on the Notes are subject to the credit the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality of Canada or the United States. The Notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of atransaction or series of transactions and in one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to theapplication of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of the Debt Securities―Special Provisions Related to Bail-inable Debt Securities”, “Canadian BankResolution Powers” and “Risk Factors—Risks Related to the Bank’s Bail-inable Debt Securities” in the accompanying prospectus.The Notes will not be listed or displayed on any securities exchange or any electronic communications network. Investment in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-6 of this pricing supplement,“Risk Factors” beginning on page S-4 of the prospectus supplement dated February 26, 2025 (the “prospectus supplement”) and“Risk Factors” beginning on page 1 of the prospectus dated February 26, 2025 (the “prospectus”).Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these Notes or determined that this pricing supplement, the prospectus supplement or the prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Public Offering Price(1)Underwriting Discount(1)(2)Proceeds to TD(2)$1,000.00Up to $34.50At least $965.50$•$•$•(1)Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. Thepublic offering price for investors purchasing the Notes in these accounts may be as low as $970.00 (97.00%) per Note. hedge positions on or prior to the Pricing Date, which may be variable and fluctuate depending on market conditions at such times. See “Supplemental Plan ofDistribution (Conflicts of Interest)” herein. TD Securities (USA) LLC Business Day:Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor aday on which banking institutions are authorized or required by law to close in New York City. Notes and the suitability of the Notes in light of their particular circumstances.Risks Relating to Structure and Credit CharacteristicsInvestors Are Subject to Our Credit Risk, and Our Credit Ratings and Credit Spreads May Adversely Affect the Market Value ofInvestors are dependent on TD’s ability to pay all amounts due on the Notes on an Optional Call Date, Interest Payment Date and theMaturity Date, and, therefore, investors are subject to the credit risk of TD and to changes in the market’s view of TD’s creditworthiness.Any decrease in TD’s credit ratings or increase in the credit spreads charged by the market for taking TD’s credit risk is likely toadversely affect the market value of the Notes. If TD becomes unable to meet its financial obligations as they become due, investors Under Canadian bank resolution powers, the CDIC may, in circumstances where TD has ceased, or is about to cease, to be viable,assume temporary control or ownership of TD and may be granted broad powers by one or more orders of the Governor in Council(Canada), including the power to sell or dispose of all or a part of the assets of TD, and the power to carry out or cause TD to carry outa transaction or a series of transactions the purpose of which is to restructure the business of TD. If the CDIC were to take action underthe Canadian bank resolu