道明银行美股招股说明书(2025-05-15版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969The information in this pricing supplement is not complete and may be changed. This pricing supplement is not an offer to sell nor does itseek an offer to buy these Notes in any state where the offer or sale is not permitted. Pricing Supplement dated,2025to theProspectus Supplement dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank $•Callable Fixed Rate Notes 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 / US89115JAS24 The 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 creditrisk of TD. The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed bythe Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation or any other governmental agency or 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) ofthe 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 Actwith respect to the Notes. See “Description of the Debt Securities―Special Provisions Related to Bail-inable Debt Securities”, “Canadian Bank 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. We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date, against payment inimmediately available funds. (2)TD Securities (USA) LLC will receive a commission of up to $34.50 (3.45%) per Note and may use all or a portion of that commission to allow selling concessions toother dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The total“Underwriting Discount” and “Proceeds to TD” to be specified above will reflect the aggregate of the Underwriting Discount per Note at the time TD established anyhedge positions on or prior to the Pricing Date, which may be variable and fluctuate depending on market conditions at such times. See “Supplemental Plan of Summary The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, theprospectus supplement and the prospectus. By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to(i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes, inwhole or in part – by means of a transaction or series of transactions and in one or more steps – intocommon shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and thevariation or extinguishment of the Notes in consequence, and by the application of the laws of theProvince of Ontario and the federal laws of Canada applicable therein in respect of the operation of the Agreement with Respectto the Exercise of Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable debtsecurities