道明银行美股招股说明书(2025-09-15版)

■Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two and three years after thepricing date, is at or above the Starting Value ■In the event of an automatic call, the amount payable per unit will be: ■$10.809 if called on the first Observation Date■$11.618 if called on the second Observation Date■$12.427 if called on the final Observation Date ■If not called on either of the first two Observation Dates, a maturity of approximately three years ■If not called, 1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal amount at risk ■All payments are subject to the credit risk of The Toronto-Dominion Bank ■No periodic interest payments ■Limited secondary market liquidity, with no exchange listing ■The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteedby the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any othergovernmental agency of Canada, the United States or any other jurisdiction The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and a conventional debtsecurity, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet andbeginning on page PS-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 $9.729 per unit, which is less thanthe 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 page TS-18 of this term sheet for additional information. The actual value of your notes at any time will reflect many factorsand 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 ordisapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY STR-1or the prospectus. Anyrepresentation to the contrary is a criminal offense. BofA SecuritiesSeptember 11, 2025 Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due September 29, 2028 Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due September 29, 2028 (the “notes”) are our seniorunsecured debt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directlyor indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The noteswill rank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will besubject to the credit risk of TD.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure,which is the S&P 500®Index (the “Index”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity, ifthe Ending Value is less than the Threshold Value, you will lose all or a portion of the principal amount of your notes. Any payments on the notes will becalculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See “Terms of theNotes” below. The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate (which is our internal borrowingrate based on variables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts,commissions or fees expected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection withstructuring the notes, estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangementsas discussed further below and under “Structuring the Notes” on page TS-18. On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on the pricingdate is less than their public offering price. The initial estimated value was determined by reference to our internal pricing models, which take intoaccount a number of variables, typically including expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate which take into account a number of variables and are based on a numberof subjective assumptions, which