道明银行美股招股说明书(2025-05-20版)

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. 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:$8,952,000Stated principal amount:$1,000.00 per security$1,000.00 per security (see “Commissions and issue price” below)Minimum investment:$1,000.00 (1 security)May 16, 2025Original issue date:May 22, 2025 (4 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one businessday (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one business day before delivery of thesecurities will be required, by virtue of the fact that each security initially will settle in four business days (T+4), to specify alternative settlement arrangements to prevent a failed settlement of the secondary public offering price of the securities.Commissions and issue price:Price to Public(1)Fees and Commissions(1)Proceeds to IssuerPersecurity$1,000.00$15.00(a)$980.00 + $5.00(b)$20.00 contemporaneousoral 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. You Notes” in the product supplement and “Risk Factors” in the prospectus, as the securities involve risks not associated with conventionaldebt securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in thesecurities. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):You may access these documents on the SEC website at www.sec.gov as follows: The Callable Contingent Income Securities with Daily Coupon Observation due May 20, 2027 Based on the Worst Performing of theNasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index, which we refer to as the securities, provide an opportunity forinvestors to earn a contingent quarterly coupon, which is an amount equal to $27.75 (equivalent to 11.10% per annum of the statedprincipal amount) per security, 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 greater than or equal to 70% of itsrespective initial index value, which we refer to as its coupon threshold level. The contingent quarterly coupon, if any, will be payable onthe relevant contingent coupon payment date specified on the cover hereof,