道明银行美股招股说明书(2025-07-21版)

All payments are subject to the credit risk of The Toronto-Dominion Bank No periodic interest payments In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”Limited secondary market liquidity, with no exchange listingThe notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by theCanada DepositInsurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency ofCanada, the United States or any other jurisdiction including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet and beginning on pagePS-7 of product supplement EQUITY STR-1 and page 1 of the prospectus. The initial estimated value of the notes at the time the terms of the notes were set on the pricing date was $9.665 per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and “Structuring the Notes” on pageTS-15 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY STR-1or the prospectus. Any representation to the contraryis a criminal offense. Per Unit Public offering price Underwriting discount$0.20$135,797.40Proceeds, before expenses, to TD$9.80$6,654,072.60 Are Not FDIC InsuredAre Not Bank GuaranteedMay Lose Value BofA SecuritiesJuly 17, 2025 BofA Securities, Inc. (“BofAS”) and TD, acting jointly.In this case you will receive a Redemption Amount that is less, and possignificantly less, than the Principal Amount per unit. Prospectus dated February 26, 2025:http://www.sec.gov/Archives/edgar/data/947263/000119312525036639/d931193d424b5.htm These documents, including this term sheet (together, the “Note Prospectus”), have been filed as part of a registration statement with the SECand may, without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated investment.You accept that the return on the notes will be limited to the notes. They illustrate the calculation of the Call Amount or Redemption Amount, as applicable, based on the hypothetical terms set forth below.The actual amount you receive and the resulting return will depend on the actual Starting Value, Threshold Value, Call Level,Observation Levels, and term of your investment. Notes Are Not Called on Any Observation DateExample 6- The notes are not called on any Observation Date and the Ending Value is equal to or greater than the Threshold Value. The Observation Level on the FirstObservation Date150.0090.00 Observation Level on the SecondObservation DateN/A120.0090.0090.00Observation Level on the ThirdObservation DateN/AN/A130.0090.00 90.0090.00 Observation DateObservation Level on the FinalObservation DateN/AN/AN/AN/A145.0085.00Return on the Index50.00%20.00%30.00%35.00%45.00%-15.00%-30.00% Return on the Notes8.93%17.86%26.79%35.72%44.65%0.00%-15.00%Call Amount / Redemption Amount$10.893$11.786$12.679$13.572$14.465$10.000 Structure-Related RisksIf the notes are not automatically called, depending on the performance of the Index as measured shortly before the maturity date, your Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security ofcomparable maturity. Market Measure-Related Risks obligation to consider your interests.You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities or dividends orother distributions by the issuers of those securities.While we, MLPF&S, BofAS or our or their respective affiliates may from time to time own securities of companies included in the Index,none of us, MLPF&S, BofAS or our or their respective affiliates control any company included in the Index, and have not verified any the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar, whichyou would have received if you had owned the securities in the Market Measure during the term of your notes, although the level of the Market Measure may be adversely affected by general exchange rate movements in the market.Valuation- and Market-Related RisksThe initial estimated value of your notes on the pricing date is less than their public offering price. The difference between the publicoffering price of your notes and the initial estimated value of the n