道明银行美股招股说明书(2025-06-02版)

All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank No periodic interest payments In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See“Structuring the Notes” Limited secondary market liquidity, with no exchange listingThe notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not insured orguaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency of Canada, the United States or any other jurisdictionThe notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and a PS-7 of product supplement EQUITY LIRN-1 and page 1 of the prospectus. The initial estimated value of the notes at the time the terms of the notes were set on the pricing date was $9.556 per unit,which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on pageTS-7 of this term sheet and “Structuring the Notes” on page TS-31 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITYLIRN-1 or the prospectus. Any representation to the contrary is a criminal offense. Public offering price$10.00$31,217,740.00Underwriting discount$0.20$624,354.80$9.80 EUROSTOXX“SX5E”), the FTSE®100 Index (Bloomberg symbol:“UKX”), the Nikkei Stock Average Index (Bloomberg symbol: “NKY”), the Swiss Market Index®(Bloombergsymbol: “SMI”), the S&P/ASX 200 Index (Bloombergsymbol:“AS51”)and the FTSE®China 50 Index(Bloombergsymbol:“XIN0I”).EachBasketComponent is a price return index.Starting Value:100.00Ending Value:Theaverage of the closing levels of the Market Threshold Value:90.00 (90.00% of the Starting Value).Participation152.20%Capped Value:$12.50 per unit, which represents a return of 25.00%over the principal amount.May 19, 2027, May 20, 2027, May 21, 2027, May 24,2027 and May 25, 2027 page TS-31.CalculationBofA Securities, Inc. (“BofAS”) and TD, acting jointly. These documents, including this term sheet (together, the “Note Prospectus”), have been filed as part of a registration statement withthe SEC and may, without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & conventional interest-bearing debt securities.You are willing to forgo dividends and other distributions on, and other benefits of owning, the stocks included in theBasket Components.◾ The Ending Value is 60.00, or 60.00% of the Starting Value:Starting Value:100.00 90.00 Ending Value:60.00=$7.000Redemption Amount per unit The Ending Value is 90.00, or 90.00% of the Starting Value:Starting Value:100.0090.00 =$11.000Redemption Amount per unit. Since the Ending Value is less than the Starting Value but equal toor greater than the Threshold Value, the Redemption Amount for the notes will be the principal amount plus Example 3 The Ending Value is 110.00, or 110.00% of the Starting Value:100.00 Starting Value:Ending Value:110.00= $11.522Redemption Amount per unitExample 4The Ending Value is 130.00, or 130.00% of the Starting Value:Starting Value:100.00Ending Value:130.00= $14.566, however, because any positive return based on the appreciation ofthe Basket cannot exceed the return represented by the Capped Value, theRedemption Amount will be $12.50 per unit Capped Notes with Absolute Return Buffer suitability of the notes in light of your particular circumstances.Structure-Related Risks Changes in the level of one or more of the Basket Components may be offset by changes in the levels of one or more of theother Basket Components. Due to the different initial Component Weights (as defined in “The Basket” section below), changesin the levels of some Basket Components will have a more substantial impact on the value of the Basket than similar changes An Index sponsor (as defined below) may adjust the relevant Basket Component in a way that may adversely affect its leveland your interests, and has no obligation to consider your interests. securities or dividends or other distributions by the issuers of the securities included in the Basket Components.While we, MLPF&S, BofAS, or our or their respective affiliates may from time to time own securities of companies included in the Basket Components, none of us, MLPF&S, BofAS, or our or their respective affiliates control any company included in theBasket Components, and have not verified any disclosure made by any such company.Your return on the notes may be affected