道明银行美股招股说明书(2025-07-14版)

The Toronto-DominionBank$• The Toronto-Dominion Bank (“TD” or “we”) is offering the Callable Contingent Interest Barrier Notes (the “Notes”) linked to the shares of the SPDR®S&P 500®ETF Trust (the“Reference Asset”). We also refer to an exchange-traded fund as an “ETF”.The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 7.00% (the “Contingent Interest which is equal to 70.00% of the Initial Value. If, however, the Closing Value of the Reference Asset is less than the Contingent Interest Barrier Value on a Contingent InterestObservation Date, no Contingent Interest Payment will accrue or be payable on the related Contingent Interest Payment Date.TD may, in its discretion, elect to call the Notes (an “Issuer Call”) in whole, but not in part, on any Call Payment Date (semiannually, commencing on the first Contingent Interest Payment Date and other than the Maturity Date) upon at least three Business Days’ prior written notice, regardless of the Closing Value of the Reference Asset. If TDelects to call the Notes prior to maturity, the Call Payment Date will be the corresponding Contingent Interest Payment Date and, on such date, we will pay you a cashpayment per Note equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. No further amounts will be owed under the Notes following an Issuer If TD does not elect to call the Notes prior to maturity, the amount we pay at maturity, in addition to any Contingent Interest Payment otherwise due, if anything, will depend onthe Closing Value of the Reference Asset on the Final Valuation Date (the “Final Value”) relative to the Barrier Value, which is equal to 70.00% of the Initial Value, calculated as •If the Final Value is greater than or equal to the Barrier Value:the Principal Amount of $1,000•If the Final Value is less than the Barrier Value: If TD does not elect to call the Notes prior to maturity and the Final Value is less than the Barrier Value, investors will suffer a percentage loss on their initialinvestment that is equal to the percentage decline of the Reference Asset from the Initial Value to the Final Value. Specifically, investors will lose 1% of thePrincipal Amount of the Notes for each 1% that the Final Value is less than the Initial Value, and may lose the entire Principal Amount.Any payments on the Notesare subject to our credit risk. Value, investors may lose up to their entire investment in the Notes. Any payments on the Notes are subject to our credit risk.The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation,the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be listed or displayed The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-7 of this pricingsupplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-ES-ETF-1 dated February 26, 2025 (the We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date against payment in immediately available funds.The estimated value of your Notes on the Pricing Date is expected to be between $945.00 and $980.00per Note, as discussed further under “Additional Risk Factors — RisksRelating to Estimated Value and Liquidity” beginning on page P-9 and “Additional Information Regarding the Estimated Value of the Notes” on page P-20 of this pricing Public Offering Price1Underwriting Discount1 2Proceeds to TD2 1Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The publicoffering price for investors purchasing the Notes in these accounts may be as low as $979.50 (97.95%) per Note. 2TD Securities (USA) LLC (“TDS”) will receive a commission of up to $20.50 (2.05%) per Note and may use all or a portion of that commission to allow selling concessionsto other dealers in connection with the distribution of the Notes. Such other dealers may resell the Notes to other securities dealers at the Principal Amount less aconcession not in excess of $20.50 per Note. The total “Underwriting Discount” and “Proceeds to TD” to be specified above will reflect the aggregate of the underwritingdiscount at the time TD established any hedge positions on or prior to the Pricing Date, which may be variable and fluctuate depending on market conditions at such times. sale of the Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein.The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Note