道明银行美股招股说明书(2025-07-24版)

Principal at Risk Securities Linked to the common stock of Intel Corporation due August 3, automatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity willdepend, in each case, on the stock closing price of the Underlying Stock on the relevant calculation day■Contingent Coupon.The securities will pay a contingent coupon payment on a quarterly basis until the earlier of stated maturity or automatic call if,and only if, the price of the Underlying Stock on a calculation day is less than the coupon threshold price, you will not receive any contingent coupon payment for the relevant quarter.If the stock closing price of the Underlying Stock is less than the coupon threshold price on every calculation day, you will not receive any contingent coupon paymentsthroughout the entire term of the securities. The coupon threshold price for the Underlying Stock is equal to 70% of the starting price. The contingent coupon rate will be equal to the starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment■Potential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and only if, thestock closing price of the Underlying Stock on the final calculation day is greater than or equal to the downside threshold price. If the stock closing price of theUnderlying Stock on the final calculation day is less than the downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your ■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the Underlying Stock from the starting price if the stockclosing price on the final calculation day is less than the downside threshold price, but you will not participate in any appreciation of the Underlying Stock and will notreceive any dividends on the Underlying Stock■All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)■No exchange listing; designed to be held to maturity The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See“Selected Risk Considerations” beginning on page P-10 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and on pageThe securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by the Corporation 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 PriceAgent Discount(1)Proceeds to The Toronto-Dominion BankPer Security$1,000.00$23.25$976.75Total 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 aconcession not in excess of $17.50 (1.75%) per security. Such securities dealers may include Wells Fargo Advisors (“WFA”, the trade name of the retail brokerage business of WellsFargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC (“Wells Fargo Securities”). The other dealers may forgo, in its role in the offer and sale of the securities, and the Bank will pay TDS a fee in connection with its role in the offer and sale of the securities. In respect of certain securities sold inthis offering, we may pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of thesecurities to other securities dealers. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest) –Selling Restrictions” in the accompanying product supplement.TD Securities (USA) LLCWells Fargo Securities Call Settlement Date:Three business days after the applicable calculation day (as each such calculation day may be postponedpursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable). By purchasing the securities, you agree, in the absence of a statutory or regulatory change or anadministrative determination or judicial ruling to the contrary, to treat the securities, for U.S. federalincome tax purposes, as prepaid derivative contracts with respect to the Market Measure with associated Additional Information about the Issuer and the SecuritiesYou should read this pr