道明银行美股招股说明书(2025-08-01版)

The Toronto-Dominion Bank (“TD”) has offered Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100 Index® (NDX), the Russell 2000® Index (RTY), and the S&P 500® Index (SPX). The Notes will pay a Contingent Interest Payment at a rate of 7.35% per annum only if the closing value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (75% of its initial value) on the related Contingent Interest Observation Date. If the closing value of any Reference Asset is less than its Contingent Interest Barrier Value on a Contingent Interest Observation Date, no Contingent Interest Payment will accrue or be payable.

Key Terms:

• Term: Approximately 5 years, subject to an Issuer Call.
• Principal Amount: $1,000 per Note.
• Contingent Interest Rate: 7.35% per annum.
• Contingent Interest Barrier Value: 75% of the Initial Value of each Reference Asset.
• Barrier Value: 60% of the Initial Value of each Reference Asset.
• Final Valuation Date: July 31, 2030.
• Maturity Date: August 5, 2030.
• Issuer Call Feature: TD may elect to call the Notes in whole on any Call Payment Date (monthly, commencing on the twelfth Contingent Interest Payment Date) upon at least three Business Days’ prior written notice, regardless of the Closing Values of the Reference Assets.

Payment at Maturity:

• 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: $1,000 + ($1,000 × Least Performing Percentage Change).

Risks:

• Return Risk: The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment if the Final Value of any Reference Asset is less than its Barrier Value.
• Interest Rate Risk: The Notes are more sensitive to interest rate risk due to the contingent interest and Issuer Call features.
• Market Risk: Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date.
• Liquidity Risk: The Notes may not be actively traded in the secondary market, and sales may result in significant losses.
• Credit Risk: Investors are subject to TD’s credit risk, and any decrease in TD’s credit ratings or increase in the credit spreads charged by the market will adversely affect the market value of the Notes.
• Taxation Risk: The U.S. tax treatment of the Notes is uncertain and could differ materially from the treatment described in the pricing supplement.

Hypothetical Returns:

• Example 1: TD elects to call the Notes on the first potential Call Payment Date, resulting in a total return of 6.7375%.
• Example 2: The closing value of at least one Reference Asset is less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date prior to the Final Valuation Date, TD does not elect to call the Notes prior to maturity, and the Final Value of each Reference Asset is greater than or equal to its Barrier Value, resulting in a total return of 0.6125%.
• Example 3: The closing value of at least one Reference Asset is less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date prior to the Final Valuation Date, TD does not elect to call the Notes prior to maturity, the Final Value of each Reference Asset is greater than or equal to its Barrier Value, and the Final Value of any Reference Asset is less than its Contingent Interest Barrier Value, resulting in a total return of 0.00%.
• Example 4: The closing value of at least one Reference Asset is less than its Contingent Interest Barrier Value on each Contingent Interest Observation Date prior to the Final Valuation Date, TD does not elect to call the Notes prior to maturity, and the Final Value of at least one Reference Asset is less than its Contingent Interest Barrier Value and Barrier Value, resulting in a total loss of 60.00%.

Information Regarding the Reference Assets:

• The information regarding the Reference Assets, including their make-up, methods of calculation, and changes in any Reference Asset Constituents, has been derived from publicly available sources and reflects the policies of, and is subject to change by, the Index Sponsors.
• The graphs illustrate the historical performance of each Reference Asset from July 31, 2015, through July 31, 2025, and show the Contingent Interest Barrier Value and Barrier Value for each Index.

Material U.S. Federal Income Tax Consequences:

• The U.S. tax treatment of the Notes is uncertain and could differ materially from the treatment described in the pricing supplement.
• U.S. holders may be subject to various tax consequences, including ordinary income treatment of Contingent Interest Payments, potential PFIC treatment, Medicare tax on net investment income, and reporting obligations with respect to specified foreign financial assets.

Supplemental Plan of Distribution (Conflicts of Interest):

• TD Securities (USA) LLC (“TDS”) will act as the Agent for the sale of the Notes and will receive a commission of $36.25 per Note.
• TDS and other affiliates of TD have a conflict of interest in this offering due to their affiliation with TD and the receipt of net proceeds from the initial public offering of the Notes.
• The Notes are not intended to be offered, sold, or otherwise made available to retail investors in the European Economic Area (EEA) or the United Kingdom (UK).