道明银行美股招股说明书(2025-08-20版)

The Toronto-Dominion Bank$1,000,000 Autocallable Equity-Linked NotesLinked to the Least Performing of the Common Stock of Broadcom Inc. andthe Class C Capital Stock of Alphabet Inc. due August 20, 2026 The notes do not bear interest.The notes will mature on the maturity date (August 20, 2026) unless they are automatically called onthe call valuation date (February 18, 2026). Your notes will be automatically called on the call valuation date if the closing price ofeachof the common stock of Broadcom Inc. andthe Class C capital stock of Alphabet Inc. (each, a reference asset) on such date is greater than or equal to 90.00% of its initial price($305.76 with respect to Broadcom Inc. and $204.29 with respect to Alphabet Inc.), resulting in a payment on the corresponding callpayment date (the second scheduled business day after the call valuation date) for each $1,000 principal amount of your notes equal to$1,136.00. If your notes arenotautomatically called, the amount that you will be paid on your notes on the maturity date will be based on theperformance of the least performing reference asset, which is the reference asset with the lowest percentage change. The percentagechange of each reference asset is the percentage increase or decrease from its initial price to its final price, which will be its closingprice on the final valuation date (August 18, 2026). If the final price ofeachreference asset on the final valuation date is greater than its initial price, the return on your notes will be positiveand you will receive, for each $1,000 principal amount of your notes, thesumof (a) $1,000plus(b) theproduct of(1) $1,000times(2)the leverage factor of 200%times(3) the least performing percentage change. If the final price ofanyreference asset isless than orequal toits initial price, but the final price ofeachreference asset isgreater than or equal to60.00% of its initial price, you will receivethe principal amount of your notes.If the final price ofanyreference asset is less than 60.00% of its initial price, the return onyour notes will be negative and you will lose 1% of the principal amount of your notes for every 1% that the final price of theleast performing reference asset has declined below its initial price. You may lose your entire principal amount. The return on your notes is capped if the notes are automatically called. The maximum payment you could receive if your notes areautomatically called on the call valuation date is $1,136.00. If your notes arenotautomatically called on the call valuation date, for each$1,000 principal amount of your notes, you will receive an amount in cash equal to: ●if the final price ofeachreference asset isgreater thanits initial price, thesum of(i) $1,000plus(ii) theproduct of(a) $1,000times(b) the leverage factortimes(c) the least performing percentage change;●if the final price ofanyreference asset isequal to or less thanits initial price, but the final price ofeachreference asset isgreaterthanor equal to60.00% of its initial price, $1,000; or●if the final price ofanyreference asset isless than60.00% of its initial price, thesumof(i) $1,000plus(ii) theproductof(a) $1,000times(b) the least performing percentage change.You will receive less than 60.00% of the principal amount of your notes. The notes do not guarantee the return of principal at maturity. The notes are unsecured and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by theCanada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Any payments on the notes are subject to our credit risk. The notes will not be listed or displayed on any securitiesexchange or electronic communications network. You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional RiskFactors” beginning on page P-7 of this pricing supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese notes or determined that this pricing supplement, the product supplement or the prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The initial estimated value of the notes at the time the terms of your notes were set on the pricing date was $971.40 per $1,000principal amount, which is less than the public offering price listed below.See “Additional Information Regarding the EstimatedValue of the Notes” on the following page and “Additional Risk Factors” beginning on page P-7 of this document for additionalinformation. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. TD Securities (USA) LLCPricing Supplement dated August 18, 2025 The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. Wemay decide to sell additional notes after th