道明银行美股招股说明书(2025-06-03版)

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 listing The notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not insured or guaranteed by theCanada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet,“Additional Risk Factors” on page TS-7 of this term sheet and “Risk Factors” beginning on page 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 are set on the pricing date is expected to be between $9.318 and $9.618 per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of thisterm sheet and “Structuring the Notes” on page TS-12 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 ordisapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY LIRN-1 or the prospectus. Anyrepresentation to the contrary is a criminal offense. Per UnitTotal Underwriting discount(1)$0.175$Proceeds, before expenses, to TD$9.825$ “Supplement to the Plan of Distribution (Conflicts of Interest)” below.The notes: SEC and may, without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & SmithIncorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior orcontemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus.Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY LIRN-1. In the event ofany conflict the following hierarchy will govern: first, this term sheet; second, product supplement EQUITY LIRN-1; and last, the prospectus.Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar referencesTo the extent the determination of the Redemption Amount and other terms described in this term sheet are inconsistent with thosedescribed in the accompanying product supplement or prospectus, the determination of the Redemption Amount and other terms described You may wish to consider an investment in the notes if:You anticipate that the Index will either increase moderatelyThe notes may not be an appropriate investment for you if:◾You believe that the Index will decrease from the Starting greater than the Threshold Value.You are willing to risk a substantial loss of principal if the Indexdecreases from the Starting Value to an Ending Value that isbelow the Threshold Value.You accept that the return on the notes will be capped.provide you with your desired return.◾You seek 100% principal repayment or preservation of capital.◾You seek an uncapped return on your investment.◾You seek interest payments or other current income on yourinvestment. You are willing to accept that a limited market or no marketexists for sales of the notes prior to maturity, and understand The Ending Value is 60.00, or 60.00% of the Starting Value:Starting Value:100.00 92.00Ending Value:60.00= $6.80Redemption Amount per unit The Ending Value is 95.00, or 95.00% of the Starting Value: Starting Value:100.0092.00 to or greater than the Threshold Value, the Redemption Amount for the notes will be the principal amountplus a positive return equal to the absolute value of the negative return of the Index. The Ending Value is 102.00, or 102.00% of the Starting Value:Starting Value:100.00 Ending Value:102.00 = $10.40Redemption Amount per unitThe Ending Value is 130.00, or 130.00% of the Starting Value:Starting Value:100.00 Capped Notes with Absolute Return Buffer light of your particular circumstances before you invest in the notes.Structure-Related Risks of the securities included in the Index) and you will not be entitled to receive securities or dividends or other distributions by theissuers of those securities.While we, MLPF&S, BofAS or our or their respective affiliates may from time to time own securities of com