道明银行美股招股说明书(2025-07-11版)
The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (expected to be the secondbusiness day after the valuation date) is based on the performance of the S&P 500®Index as measured from the pricing date to andincluding the valuation date (expected to be between 15 and 17 months after the pricing date). If the final level on the valuation date is
greater than or equal to the threshold level of 90.00% of the initial level (equal to the closing level of the index on the pricing date), youwill receive the threshold settlement amount of between $1,088.60 and $1,104.00 (to be determined on the pricing date) for each$1,000 principal amount of your notes. If the final level on the valuation date is less than the threshold level of 90.00% of the initial level,
your payment, if any, will be less than the principal amount and you will have a loss equal to the percentage decrease below thethreshold level times the downside multiplier of approximately 1.1111.Specifically, if the final level declines by more than 10.00%
from the initial level, you will lose approximately 1.1111% of the principal amount of your notes for every 1% that the final levelhas declined below the threshold level of 90.00% of the initial level. Despite the inclusion of the threshold level, due to thedownside 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, if anything, equal to:
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 securities
exchange or electronic communications network.You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional Risk
Factors” 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 prospectus
The initial estimated value of the notes at the time the terms of your notes are set on the pricing date is expected to bebetween $953.90 and $983.90 per $1,000 principal amount, which is less than the public offering price listed below.See
“Additional Information Regarding the Estimated Value of the Notes” on the following page and “Additional Risk Factors” beginning onpage P-6 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot bepredicted with accuracy.
Public Offering PriceUnderwriting DiscountProceeds to TD$1,000.00$12.50$987.50
See “Supplemental Plan of Distribution (Conflicts of Interest)” herein.TD Securities (USA) LLC
Senior Debt Securities, Series HType of Note:Digital Notes (the “Notes”)
Reference Asset:S&P 500®Index (Bloomberg Ticker: SPX)CUSIP / ISIN:89115HK89 / US89115HK897
Minimum Investment:$1,000 and minimum denominations of $1,000 in excess thereof
Amount of the offered Notes may be increased if TD, at its sole option, decides to sell anadditional amount of the offered Notes on a date subsequent to the date of the final pricingsupplement.Pricing Date:[ ], 2025Issue Date:Expected to be five Business Days following the Pricing Date.Valuation Date:Expected to be between 15 and 17 months after the Pricing Date, subject to postponement formarket disruption events and other disruptions, as described under “General Terms of theNotes — Valuation Date(s)” in the product supplement.Maturity Date:Expected to be two Business Days following the Valuation Date, subject to postponement formarket disruption events and other disruptions, as described under “General Terms of theNotes — Maturity Date” in the product supplement.
Threshold Percentage:10.00%
1.1111Percentage Change:Thequotientof (1) the Final Levelminusthe Initial Leveldivided by (2) the Initial Level,expressed as a percentage.
any successor index (as defined in the product supplement) on any Trading Day for theReference Asset, as displayed on Bloomberg Professional®service (“Bloomberg”) page “SPX
