道明银行美股招股说明书(2025-05-20版)

STRUCTURED INVESTMENTS Opportunities in U.S. Equities $8,952,000 Callable Contingent Income Securities with Daily Coupon Observation due May 20, 2027Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Principal at Risk Securities 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,The Toronto-Dominion Bank (“TD”) may elect, on or before any applicable observation period end-date (other than the final observation period end-date), to redeem the securities at its discretion in whole, but not in part (an “issuer call”), on thecontingent coupon payment date corresponding to such observation period end-date (the “redemption date”), regardless of the index closing values of the underlying indices on such observation period end-date. If TD elects to redeem thesecurities prior to maturity, the securities will be redeemed on the redemption date for an amount per security equal to (i) the stated principal amountplus(ii) any contingent quarterly coupon otherwise payable with respect to the applicablequarterly observation period. No further payments will be made on the securities once they have been redeemed.Furthermore, if the final index value ofanyunderlying index isless than70% of its initial index value, which we refer to as itsdownside 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 performingunderlying 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 Estimatedvalue on the pricingThe estimated value of your securities at the time the terms of your securities were set on the pricing date was $977.90 per security, as discussed further under “Risk Factors — Risks Relating to EstimatedValue and Liquidity” beginning on page 13 and “Additional Information About the Securities — Additional information regarding the estimated value of the securities” herein. The estimated value is less than thepublic offering price of the securities. (b)a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells, $8,952,000 Callable Contingent Income Securities with Daily Coupon Observation due May 20, 2027Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Principal 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 a part.Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product supplement. Inthe event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; third, theunderlier supplement; and last, the prospectus.The securities vary from the terms described in the product supplement in This pricing