道明银行美股招股说明书(2025-07-10版)

All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion BankNo 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 theNotes” Limited secondary market liquidity, with no exchange listing The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteedby the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”) or any othergovernmental agency of Canada, the United States or any other jurisdiction debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this termsheet, “Additional Risk Factors” beginning on page TS-9 of this term sheet and “Risk Factors” beginning on page PS-8 of product supplement EQUITY SUN-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 $9.211 and $9.511 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-33 of this term sheet for additional information. The actual value of your notes at anytime 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 SUN-1 or the prospectus. Anyrepresentation to the contrary is a criminal offense. Public offering price(1)$10.00$Underwriting discount(1)$0.20$ (1)For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactionswith the investor’s household in this offering, the public offering price and the underwriting discount will be $9.95 per unitand $0.15 per unit, respectively. See “Supplement to the Plan of Distribution (Conflicts of Interest)” below.The notes: Market-Linked Step Up Notes the Basket decreases from the Starting Value to the EndingYou are willing to forgo interest payments that are paid on◾You seek interest payments or other current income on yourinvestment. conventional, interest-bearing debt securities. Leveraged Market-Linked Step Up Notes The Ending Value is 50.00, or 50.00% of the Starting Value:Starting Value:100.00 Ending Value:50.00Redemption Amount per unit The Ending Value is 105.00, or 105.00% of the Starting Value: Starting Value:100.00Ending Value:105.00 The Ending Value is 150.00, or 150.00% of the Starting Value:Starting Value:100.00 Ending Value:150.00 The greater of (a)and (b)=$15.75 Redemption Amount per unitMarket-Linked Step Up Notes light of your particular circumstances before you invest in the notes.Structure-Related Risks Depending on the performance of the Basket as measured shortly before the maturity date, your investment may result in a loss; there isno guaranteed return of principal. Your return on the notes may be affected by factors affecting the international securities markets, specifically changes in the countriesrepresented by the Basket Components. In addition, you will not obtain the benefit of any increase in the value of the currencies in whichthe securities in the Basket Components trade against the U.S. dollar which you would have received if you had owned the securities in exchange rate movements in the market.Valuation- and Market-Related Risks The initial estimated value of your notes on the pricing date will be less than their public offering price. The difference between the publicoffering price of your notes and the initial estimated value of the notes reflects costs and expected profits associated with selling andstructuring the notes, as well as hedging our obligations under the notes (including, but not limited to, the hedging related charge, as further described under “Structuring the Notes” on page TS-33). Because hedging our obligations entails risks and may be influenced bymarket forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss and the amount of anysuch profit or loss will not be known until the maturity date.The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions (including, butnot limited to, the hedging related charge, as further described under “Structuring the Notes” on page TS-33), taking into accountregulatory and internal requirements. If the interest rate implied by the credit sp