道明银行美股招股说明书(2025-09-26版)

The Toronto-Dominion Bank $500,000Autocallable Contingent Interest Notes Linked to the Least Performing of the common stock of Advanced MicroDevices, Inc., the common stock of Oracle Corporation and the common stock of Tesla, Inc.Due September 28, 2028 The Toronto-Dominion Bank (“TD” or “we”) has offered the Autocallable Contingent Interest Notes (the “Notes”) linked to the least performing of the common stockof Advanced Micro Devices, Inc., the common stock of Oracle Corporation and the common stock of Tesla, Inc.(each, a “Reference Asset” and together, the“Reference Assets”). The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of approximately10.00%(the “Contingent Interest Rate”)only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than orequal to its Contingent Interest Barrier Value, which is equal to 80.00% of its Initial Value. If, however, the Closing Value of any Reference Asset is less than itsContingent Interest Barrier Value on a Contingent Interest Observation Date, no Contingent Interest Payment will accrue or be payable on the related ContingentInterest Payment Date. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater than or equalto its Call Threshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically called, on the first following Contingent Interest PaymentDate (the “Call Payment Date”), we will pay a cash payment per Note equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. Nofurther amounts will be owed under the Notes. If the Notes are not automatically called, the amount we pay at maturity, in addition to any Contingent Interest Payment otherwise due (if any), will equal thePrincipal Amount of $1,000.Any payments on the Notes are subject to our credit risk. The Notes do not guarantee the payment of any Contingent Interest Payments. Investors are exposed to the market risk of each ReferenceAsset on each Contingent Interest Observation Date (including the Final Valuation Date) and any decline in the value of one ReferenceAsset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference Asset. Any payments onthe Notes are 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 the Canada Deposit InsuranceCorporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes willnot be listed or displayed on any securities exchange or electronic communications network. The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-7 of thispricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-ES-ETF-1 dated February26, 2025 (the “product supplement”)and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes ordetermined that this pricing supplement, the product supplement or the prospectus is truthful or complete. Any representation to the contrary is acriminal offense. We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date against payment in immediatelyavailable funds. The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $978.90per Note, as discussed further under “AdditionalRisk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-8 and “Additional Information Regarding the Estimated Value of the Notes”on page P-22 of this pricing supplement. The estimated value is less than the public offering price of the Notes. 1Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, fees orcommissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $990.00 (99.00%) per Note.2TD Securities (USA) LLC (“TDS”) will receive a commission of $10.00 (1.00%) per Note and will use all of that commission to allow selling concessions to other dealers in connection with the distribution of the Notes. Such other dealers may resell the Notes to other securities dealers at the Principal Amount less a concession not in excess of$10.00 per Note. TD will 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