道明银行美股招股说明书(2025-05-27版)

Index as measured from the pricing date (May 22, 2025)to and including the valuation date (April 7,2027). If the final level on the valuation date is greater than the initial level of 2,575.15, the return on your notes will be positive, subjectto the maximum payment amount of $1,196.00 for each $1,000 principal amount of your notes. If the final level declines by up to15.00% from the initial level, you will receive the principal amount of your notes.If the final level declines by more than 15.00% from the initial level, the return on your notes will be negative and you will lose approximately 1.1765% of the principal amount of inclusion of the buffer level, due to the downside multiplier you may lose your entire principal amount.To determine your payment at maturity, we will calculate the percentage change of the MSCI EAFE®Index, which is the percentageincrease or decrease in the final level from the initial level. At maturity, for each $1,000 principal amount of your notes, you will receivean amount in cash equal to:●if the percentage change is positive (the final level is greater than the initial level), thesumof (i) $1,000plus(ii) theproductof (a)$1,000times(b) 250.00%times(c) the percentage change, subject to the maximum payment amount; the percentage change plus 15.00%.You will receive less than the principal amount of your notes.The notes do not guarantee the return of principal at maturity.The notes are unsecured and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Any payments on the notes are subject to our credit risk. The notes will not be listed or displayed on any securitiesexchange or electronic communications network.You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional RiskFactors” beginning on page P-7 of this pricing supplement. principal amount, which is less than the public offering price listed below.See “Additional Information Regarding the EstimatedValue of the Notes” on the following page and “Additional Risk Factors” beginning on page P-7 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.Public Offering PriceUnderwriting Discount1Proceeds to TD1 $4,191,000.00$0.00$4,191,000.00 TD Securities (USA) LLCPricing Supplement dated May 22, 2025 note after its initial sale.Unless we, TDS or any of our affiliates informs the purchaser otherwise in the confirmationof sale, this pricing supplement will be used in a market-making transaction.Additional Information Regarding the Estimated Value of the Notes forth in this pricing supplement. The economic terms of the Notes are based on TD’s internal funding rate (which is TD’sinternal borrowing rate based on variables such as market benchmarks and TD’s appetite for borrowing), and severalfactors, including any sales commissions expected to be paid to TDS, any selling concessions, discounts, commissions orfees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that TD or any of TD’s affiliates TD’s internal funding rate generally represents a discount from the levels at which TD’s benchmark debt securities trade inthe secondary market, the use of an internal funding rate for the Notes rather than the levels at which TD’s benchmark estimated value was determined by reference to TD’s internal pricing models which take into account a number ofvariables and are based on a number of assumptions, which may or may not materialize, typically including volatility,interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the Notes, and TD’sinternal funding rate. For more information about the initial estimated value, see “Additional Risk Factors” herein. BecauseTD’s internal funding rate generally represents a discount from the levels at which TD’s benchmark debt securities trade inthe secondary market, the use of an internal funding rate for the Notes rather than the levels at which TD’s benchmarkdebt securities trade in the secondary market is expected, assuming all other economic terms are held constant, toincrease the estimated value of the Notes. For more information see the discussion under “Additional Risk Factors —Risks Relating to Estimated Value and Liquidity — TD’s and TDS’s Estimated Value of the Notes Are Determined ByReference to TD’s Internal Funding Rates and Are Not Determined By Reference to Credit Spreads or the Borrowing RateTD Would Pay for its Conventional Fixed-Rate Debt Securities”.TD’s estimated value on the Pricing Date is not a prediction of the price at which the Notes may trade in the secondarymarket, nor will it be the price at which TDS may buy or sell the Notes in the secondary market.