道明银行美股招股说明书(2025-09-08版)

The Toronto-Dominion Bank $1,837,000Digital Notes Linked to the S&P 500®IndexDue March 10, 2027 The Toronto-Dominion Bank (“TD” or “we”) has offered the Digital Notes (the “Notes”) linked to the performance of the S&P 500®Index(the “Reference Asset”) described below. The Notes provide a return of 7.50% (the “Digital Return”) if the Final Level of the Reference Asset isgreater than or equal tothe InitialLevel. Investors will receive their Principal Amount at maturity if the Final Level isless thanthe Initial Level.Payment on the Notes issubject to our credit risk. The Payment at Maturity will be greater than the Principal Amount only if the Final Level is greater than or equal to theInitial Level. Payment on the Notes is subject to our credit risk. 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 of Canada or the United States. The Notes will not be listed or displayed on any securities exchange or electroniccommunications network. The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors”beginning on page P-5 of this pricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 ofthe product supplement MLN-EI-1 dated February 26, 2025 (the “product supplement”) and “Risk Factors” on page 1 of theprospectus dated February 26, 2025 (the “prospectus”). Neitherthe Securities and Exchange Commission(the“SEC”)nor any state securities commission has approved ordisapproved of these Notes or determined that this pricing supplement, the product supplement, the underlier supplement orthe prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date, againstpayment in immediately available funds. The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $990.60 per Note, asdiscussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-6 and“Additional Information Regarding the Estimated Value of the Notes” on page P-16 of this pricing supplement. The estimated value isless than the public offering price of the Notes. 1TD Securities (USA) LLC (“TDS”) will receive a commission of $2.50 (0.25%) per Note and will use all of that commission to allow sellingconcessions to other dealers in connection with the distribution of the Notes. Such other dealers may resell the Notes to other securities dealers atthe Principal Amount less a concession not in excess of $2.50 per Note. TDS will also pay another unaffiliated dealer a marketing fee of up to $5.00per Note with respect to all of the Notes in connection with its marketing efforts. The marketing fee will be deducted from amounts remitted to TD. TDwill reimburse TDS for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDS a fee in connection with itsrole in the offer and sale of the Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein. The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additionalNotes after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amountsset forth above. Any return on your investment in the Notes will depend in part on the public offering price you pay for such Notes. TD SECURITIES (USA) LLC Summary The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, the productsupplement, the underlier supplement and the prospectus. Additional Terms of Your Notes You should read this pricing supplement together with the prospectus, as supplemented by the product supplement MLN-EI-1 (the“product supplement”) and the underlier supplement (the “underlier supplement”), relating to our Senior Debt Securities, Series H ofwhich these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them inthe product supplement. In the event of any conflict the following hierarchy will govern: first, this pricing supplement; second, theproduct supplement; third, the underlier supplement; and last, the prospectus.The Notes vary from the terms described in theproduct supplement in several important ways. You should read this pricing supplement carefully. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior orcontemporaneousoral statements as well as any other written mater