道明银行美股招股说明书(2025-09-19版)

STRUCTURED INVESTMENTS $5,000,000 PLUS Based on the Value of the S&P 500®Index due September 15, 2027Performance Leveraged Upside SecuritiesSM Principal at Risk Securities The PLUS will pay no interest and do not guarantee any return of principal at maturity. At maturity, if the final index value of the underlying index is greater than the initial index value, investors will receive the stated principal amount of their investmentplusthe leveraged upside performance of the underlying index, subject to the maximum payment at maturity. However,if the final index value is less than the initial index value, investors will lose 1% for every 1% that the final index value falls below the initial index value. Under these circumstances, thepayment at maturity will be less than the stated principal amount and could be zero.Accordingly, the PLUS do not guarantee any return of principal at maturity and you could losesome or all of your investment in the PLUS.The PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income andupside above the maximum payment at maturity in exchange for the leverage feature which applies to a limited range of positive performance of the underlying index. The PLUS are seniorunsecured debt securities issued by The Toronto-Dominion Bank (“TD” or “we”). The PLUS are notes issued as part of TD’s Senior Debt Securities, Series H.All payments on the PLUS are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any amounts owed to you under the PLUS and you could lose your entire investment in the PLUS. These PLUS are not secured obligations and you will not have any security interest in, or otherwise have any accessto, any underlying reference asset or assets. September 10, 2027, subject to postponement in the event of a market disruption event as described in the accompanying productsupplement.September 15, 2027, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement 6,631.96, which is the index closing value of the underlying index on the pricing date, as determined by the calculation agent and asmay be adjusted as described under “General Terms of the Notes — Unavailability of the Level of, or Change in Law Event Affecting,the Reference Asset; Modification to Method of Calculation”, as described in the accompanying product supplement.The index closing value of the underlying index on the valuation date, as determined by the calculation agent and as may be adjusted as described under “General Terms of the Notes — Unavailability of the Level of, or Change in Law Event Affecting, the ReferenceAsset; Modification to Method of Calculation”, as described in the accompanying product supplement.89115HUV7 / US89115HUV76 TD Securities (USA) LLC (“TDS”), an affiliate of TD. See “Additional Information About the PLUS — Supplemental informationregarding plan of distribution (conflicts of interest); secondary markets (if any).”The estimated value of your PLUS at the time the terms of your PLUS were set on the pricing date was $983.20 per PLUS, as discussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 8 and “Additional (1)TDS has agreed to purchase the PLUS from TD at the price to public less a fee of $12.50 per PLUS. TDS has agreed to resell all of the PLUS to Morgan Stanley Smith Barney LLC(“Morgan Stanley Wealth Management”) at an underwriting discount which reflects: each payable to Morgan Stanley Wealth Management. See “Additional Information About the PLUS — Supplemental information regarding plan of distribution (conflicts of interest);secondary markets (if any)” herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these PLUS or determined that this pricingsupplement, the product supplement, the underlier supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The PLUS are unsecured and are not savings accounts or insured deposits of a bank. The PLUS are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The PLUS will not be listed or displayedon any securities exchange or electronic communications network.We will deliver the PLUS in book-entry only form through the facilities of The Depository Trust Company on the original issue date against payment in immediately available Additional Information AboutTDand the PLUS You should read this pricing supplement together with the prospectus dated February 26, 2025, as supplemented by the product supplementMLN-EI-1dated February 26, 2025 and the underlier supplement dated February 26, 2025, relating to our Senior Debt Securit