道明银行美股招股说明书(2025-06-25版)

The Toronto-Dominion Bank$1,031,000 Leveraged Capped Buffered S&P 500®Index-Linked Notes due December 28, 2026 The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (December 28, 2026) is based onthe performance of the S&P 500®Index as measured from the pricing date (June 23, 2025)to and including the valuation date(December 23, 2026). If the final level on the valuation date is greater than the initial level of 6,025.17, the return on your notes will bepositive, subject to the maximum payment amount of $1,164.70 for each $1,000 principal amount of your notes. If the final leveldeclines by up to 10.00% from the initial level, you will receive the principal amount of your notes.If the final level declines by morethan 10.00% from the initial level, the return on your notes will be negative and you will lose approximately 1.1111% of theprincipal amount of your notes for every 1% that the final level has declined below the buffer level of 90.00% of the initial level.Despite the 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 S&P 500®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)150.00%times(c)the percentage change, subject to the maximum payment amount;●if the percentage change is zero or negative but not below -10.00% (the final level is equal to the initial level or is less than theinitial level, but not by more than 10.00%), $1,000; or●if the percentage change is negative and is below -10.00% (the final level is less than the initial level by more than 10.00%), thesum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the downside multiplier of approximately 111.11% times (c) the sum ofthe percentage change plus 10.00%.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 theCanada 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-6 of this pricing supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese notes or determined that this pricing supplement, the product supplement, the underlier supplement or the prospectusis truthful or complete. Any representation to the contrary is a criminal offense. The initial estimated value of the notes at the time the terms of your notes were set on the pricing date was $981.40 per $1,000principal 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-6 of this document for additionalinformation. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. Goldman Sachs & Co. LLCAgent TD Securities (USA) LLC Pricing Supplement dated June 23, 2025 The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. Wemay decide to sell additional notes after the date of this pricing supplement, at public offering prices and with underwritingdiscounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or negative) onyour investment in the notes will depend in part on the public offering price you pay for such notes. We or Goldman Sachs & Co. LLC (“GS&Co.”), or any of our or their respective affiliates, may use this pricing supplementin the initial sale of the notes. In addition, we or GS&Co. or any of our or their respective affiliates may use this pricingsupplement in a market-making transaction in a note after its initial sale.Unless we or GS&Co., or any of our or theirrespective affiliates, informs the purchaser otherwise in the confirmation of sale, this pricing supplement will beused in a market-making transaction. Additional Information Regarding the Estimated Value of the Notes The final terms for the Notes were determined on the Pricing Date, based on prevailing market conditions, and are setforth in this pricing s