道明银行美股招股说明书(2025-07-18版)

Principal at Risk Securities Linked to the Lowest Performing of the Energy Select Sector SPDR®the Financial Select Sector SPDR®Fund, the Technology Select Sector SPDR®Discretionary Select Sector SPDR® ■Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, thesecurities provide for a maturity payment amount that may be greater than, equal to or less than the face amount of thesecurities, depending on the performance of the lowest performing Fund from its starting price to its ending price. The lowest positive return equal to at least 179% (to be determined on the pricing date) of the percentage increase in the price of thelowest performing Fund from its starting priceIf the ending price of the lowest performing Fund isless than or equal toits starting price, but not by more than the buffer amount of 10%, you will receive the face amountplus a positive return equal to the absolute value of thepercentage decline in the price of the lowest performing Fund from its starting price, which will effectively be capped at apositive return of 10%If the ending price of the lowest performing Fund isless thanits starting priceby more than the buffer amount, you willreceive less than the face amount and have 1-to-1 downside exposure to the decrease in the price of the lowest ■Investors may lose up to 90% of the face amount■Your return on the securities will depend solely on the performance of the Fund that is the lowest performing Fund on thecalculation day.You will not benefit in any way from the performance of a better performing Fund.Therefore, you will be adversely affected if any Fund performs poorly, even if another Fund performs favorably■All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”) The estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be between $901.60 and $931.60 persecurity, as discussed further under “Selected Risk Considerations— Risks Relating To The Estimated Value of the Securities And Any Secondary Market”beginning on page P-10 and “Estimated Value Of The Securities” herein. The estimated value is expected to be less than the original offering price of the “Selected Risk Considerations” beginning on page P-9 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and on page1 of the accompanying prospectus. The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by theCanada Deposit Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit InsuranceCorporation or any other governmental agency of Canada, the United States or any other jurisdiction.Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement and prospectus. Any representation to Original Offering PricePer Security$1,000.00 Total (1)The Agents may receive a commission of up to $23.25 (2.325%) per security and may use a portion of that commission to allow selling concessions to other dealers inconnection with the distribution of the securities, or will offer the securities directly to investors. The Agents may resell the securities to other securities dealers at the original offering price less a concession not in excess of $17.50 (1.75%) per security. Such securities dealers may include Wells Fargo Advisors (“WFA”, the trade nameof the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC will reimburse TD Se curities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the securities, and the Bank will pay TDS a fee inconnection with its role in the offer and sale of the securities. In respect of certain securities sold in this offering, we may pay a fee of up to $2.00 per security to selectedsecurities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. See “Terms of the Ending Price:The “ending price” of a Fund will be its fund closing price on the calculation day.With respect to the Energy Select Sector SPDR®Fund: $ , which is equal to 90% of its starting price. Threshold Price:With respect to the Financial Select Sector SPDR®Fund: $ , which is equal to 90% of its starting price. With respect to the Technology Select Sector SPDR®Fund: $ , which is equal to 90% of its starting price.With respect to the Consumer Discretionary Select Sector SPDR®Fund: $ , which is equal to 90% of its starting price.Buffer A