道明银行美股招股说明书(2025-07-15版)

defined below) of the Reference Asset is greater than or equal to the Step-Down Call Level (as defined below), (ii) are willing to accept the risk of losing some or all of their PrincipalAmount and of not receiving any Call Premium over the term of the Notes and (iii) are willing to forgo any interest and dividend payments.•The Notes will be automatically called if (i) the Closing Level of the Reference Asset on any Review Date prior to the Final Review Date is greater than or equal to the Initial Level or (ii) •Any payments on the Notes, including any repayment of principal, are subject to our credit risk. The Toronto-Dominion Bank (“TD”) Principal Amount:$1,000 per Note, subject to a minimum investment of $10,000 and integral multiples of $1,000 in excess thereof.Approximately 3 years, subject to an automatic call.July 11, 2025July 16, 2025, which is the third DTC settlement day following the Pricing Date. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein. July 24, 2026, July 12, 2027 and July 11, 2028 (the “Final Review Date”). Each Review Date is subject to postponement upon the occurrence of a market disruption event asdescribed in the accompanying product supplement. (ii) the Final Level of the Reference Asset on the Final Review Date is greater than or equal to the Step-Down Call Level. If the Notes are subject to an automatic call, on theapplicable Call Payment Date, we will pay you a cash payment equal to the Call Price. No further amounts will be owed to you under the Notes.Call Payment Dates:With respect to each Review Date, the third Business Day following the related Review Date, with the exception that the Call Payment Date with respect to the Final Review Datewill be the Maturity Date, subject to postponement upon the occurrence of a market disruption event as described in the accompanying product supplement or, if such day is not aBusiness Day, the next following Business Day.If the Notes are automatically called, we will pay you a cash payment per Note on the applicable Call Payment Date equal to the Call Price, which will provide a return equal to theapplicable Call Premium. Following an automatic call, no further amounts will be owed to you under the Notes. The Review Dates, Call Payment Dates, Call Premium and CallPrice applicable to each Review Date are set forth in the table below.The payment of any Call Premium on the Notes is not guaranteed. Any positive return on the Noteswill not exceed the Call Price with respect to the applicable Review Date, and you will not participate in any increase in the level of the Reference Asset, which may besignificant.Any payment of the applicable Call Price due on a Note will be paid to the registered holder of such Note, as determined on the record date, which will be the BusinessDay preceding the relevant Call Payment Date. All amounts used in or resulting from any calculation relating to the applicable Call Premium will be rounded upward or downwardas appropriate, to the nearest tenth of a cent.Review Dates(1)Call Payment Dates(2)Call Premium Call Price (per Note)July 24, 2026July 29, 20265.95%$1,059.50 Final Review DateMaturity Date17.85%$1,178.50 (1)Subject to postponement as described under “Additional Terms — Market Disruption Events” and “— Review Dates” herein.(2)Subject to postponement as described under “Additional Terms — Market Disruption Events” herein or, if such day is not Business Day, the next following Business Day.The Call Price for each Review Date is set forth in the table above and equals: $1,000 + ($1,000 × applicable Call Premium).The Call Premium increases the longer the Notes are outstanding as set forth in the table above and is based on a per annum return of 5.95% per $1,000 Principal Amount of theNotes. 4,694.8125, which is 75.00% of the Initial Level, as determined by the Calculation Agent.89115HK30 / US89115HK301The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $974.20 per Note, as discussed further under “Additional Risk Factors — RisksRelating to Estimated Value and Liquidity” beginning on page P-5 and “Additional Information Regarding the Estimated Value of the Notes” on page P-16 of this pricing supplement. Theestimated value is less than the public offering price of the Notes.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.The Notes will not be listed or displayed on any securities exchange or any electronic The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-3 of this pricing supplement,“Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-EI-1 dated February 26, 2025, (the “product sup