道明银行美股招股说明书(2025-07-16版)

The Toronto-Dominion Bank (“TD” or “we”) has offered 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 ContingentInterest 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 TD 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:the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Percentage Change Principal 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.The Notes do not guarantee the payment of any Contingent Interest Payments or the return of the Principal Amount. If the Final Value is less than the Barrier 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 displayedon any securities exchange or electronic communications network.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 pricing supplement, “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“product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). The estimated value of your Notes on the Pricing Date was $979.50 per Note, as discussed further under “Additional Risk Factors — Risks Relating to Estimated Value andLiquidity” beginning on page P-9 and “Additional Information Regarding the Estimated Value of the Notes” on page P-20 of this pricing supplement. The estimated value is lessthan the public offering price of the Notes. commissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $984.50 (98.45%) per Note.2TD Securities (USA) LLC (“TDS”) will receive a commission of $15.50 (1.55%) per Note and will use all of that commission to allow selling concessions to other dealers inconnection with the distribution of the Notes. Such other dealers may resell the Notes to other securities dealers at the Principal Amount less a concession not in excess of TD SECURITIES (USA) LLC Principal Amount × Contingent Interest Rate ×1 take your interests into consideration for any reason, including in taking any actions that might affect the value of the Reference Asset orthe Notes. None of our proceeds from the issuance of the Notes will be delivered to the Target Index Sponsor or the Investment Adviser. Adjustments to the Reference Asset Could Adversely Affect the Notes.The Investment Adviser is responsible for calculating and maintaining the Reference Asset. The Investment Adviser can add, delete orsubstitute the Reference Asset Constituents. The Investment Adviser may make other methodological changes to the Reference Assetthat could change the value of the Reference Asset at any time. If one or more of these events occurs, the Closing Value of the Changes that Affect the Target Index of the SPDR®S&P 500®ETF Trust Will Affect the Market Value of, and Return on, theThe SPDR®S&P 500®ETF Trust is an ETF that seeks to provide investment results that, before fees and expenses, correspondgenerally to the price and yield performance of its Target Index (as specified herein). The policies of the sponsor of its Target Index (an“Index Sponsor”) concerning the calculation of its Target Index, additions, deletions or substitutions of the components of its Target include those discussed in the product supplement, which you should review.The Performance of the SPDR®S&P 500®ETF Trust May Not Correlate