道明银行美股招股说明书(2025-07-17版)

Prospectus dated February 26, 2025The Toronto-Dominion Bank 2000®Index and the S&P 500®The Toronto-Dominion Bank (“TD” or “we”) is offering the Callable Contingent Interest Barrier Notes (the “Notes”) linked to the least performing of the Nasdaq-100 Index®, theRussell 2000®Index and the S&P 500®Index (each, a “Reference Asset” and together, the “Reference Assets”). Interest Rate”, to be determined on the Pricing Date) only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than orequal to its Contingent Interest Barrier Value, which is equal to 75.00% of its Initial Value. If, however, the Closing Value of any Reference Asset is less than its ContingentInterest Barrier Value on a Contingent Interest Observation 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 (monthly, commencing on the twelfth Contingent InterestPayment Date and other than the Maturity Date) upon at least three Business Days’ prior written notice, regardless of the Closing Values of the Reference Assets. If TD electsto 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 cash payment perNote equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. No further amounts will be owed under the Notes following an Issuer Call. calculated as follows:•If the Final Value of each Reference Asset is greater than or equal to its Barrier Value: the Principal Amount of $1,000•If the Final Value of any Reference Asset is less than its Barrier Value:the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Least Performing Percentage Change Value (the “Least Performing Reference Asset”). Specifically, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of theLeast Performing Reference Asset is less than its Initial Value, and may lose the entire Principal Amount.Any payments on the Notes are subject to our credit risk.The Notes do not guarantee the payment of any Contingent Interest Payments or the return of the Principal Amount. Investors are exposed to the market riskof each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date) and any decline in the value of one Reference Asset 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 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 pricingsupplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-EI-1 dated February 26, 2025 (the “productsupplement”)and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). criminal offense.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 at the time the terms of your Notes are set on the Pricing Date is expected to be between $900.00 and $935.00 per Note, as discussedfurther under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-10 and “Additional Information Regarding the Estimated Value Public Offering PriceUnderwriting DiscountProceeds to TD$1,000.00Up to $41.25At least $958.75$•$•$• concession not in excess of $41.25 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.TD will reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with its role in the offer and 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 Notes after the dateof the final pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return(whether positive or negative) on your investment in the Notes will depend in part on the public offering price you pay for such Notes. TD SECURITIES (USA