道明银行美股招股说明书(2025-10-08版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$1,200,000Contingent Barrier Digital NotesLinked to the common stock of The Kraft Heinz Company Due April 9, 2027Senior Debt Securities, Series H General •The Notes are designed for investors who (i) are willing to forgo participation in any percentage increase of the common stock of The Kraft Heinz Company (the“Reference Asset”) and insteadreceive a fixed amount in cash if the Closing Price of the Reference Asset on the Valuation Date (the “Final Price”) increases, remains flat or does not decline below the Barrier Price, (ii) are willing toaccept the risk of losing a significant portion or all of their Principal Amount and (iii) are willing to forgo interest and dividend payments.•If the Final Price is less than the Barrier Price, investors will receive a number of shares of the Reference Asset per Note equal to the Physical Delivery Amount, the value of which, based on the FinalPrice, will be worth significantly less than the Principal Amount, and, therefore, may lose their entire Principal Amount of the Notes.•Any payments on or deliveries on the Notes, including any repayment of principal, are subject to our credit risk. Key Terms Issuer:Reference Asset:Principal Amount:Term:Strike Date:Pricing Date:Issue Date:Valuation Date:Maturity Date:Payment at Maturity: The Toronto-Dominion Bank (“TD”) Approximately 18 months. October 10, 2025, which is the third DTC settlement day following the Pricing Date. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein.April 6, 2027, subject to postponement upon the occurrence of a market disruption event as described in the accompanying product supplement.April 9, 2027, subject to postponement upon the occurrence of a market disruption event as described in the accompanying product supplement.On the Maturity Date: If the Final Price is greater than or equal to the Barrier Price, you will receive an amount in cash equal to the maximum Payment at Maturity of$11,957.00 per Note, regardless of any percentage increase in the Reference Asset from the Initial Price to the Final Price, which may be significant,and the return on the Notes will be less than such percentage increase if such increase is greater than the Digital Return. the Physical Delivery Amount If the Final Price is less than the Barrier Price, you will receive a number of shares of the Reference Asset per Note equal to the Physical DeliveryAmount, the value of which, based on the Final Price, will be worth significantly less than the Principal Amount, and, therefore, may lose their entirePrincipal Amount of the Notes. Specifically, based on the Final Price, you will lose 1% of the Principal Amount of the Notes for each 1% that the FinalPrice is less than the Initial Price, and may lose a significant portion or all of your Principal Amount. Any payments on or deliveries on the Notes are subject to our credit risk.All amounts used in or resulting from any calculation relating to the Payment at Maturitywill be rounded upward or downward as appropriate, to the nearest cent. 19.57%. If the Final Price is greater than or equal to the Barrier Price, you will receive the Digital Return, which entitles you to a maximum Payment at Maturity of$11,957.00 per Note.395.7262, which is a number of shares per Note of the Reference Asset equal to the quotient of the Principal Amount divided by the Initial Price (observed to Digital Return:Physical Delivery Amount: four decimal places), as determined by the Calculation Agent.If this number is not a round number or is less than 1.0000, then any fractional sharewill be paid in cash in an amount equal to the product of such fraction and the Final Price.If the Initial Price, and therefore the Barrier Price, isadjusted as described under “General Terms of the Notes — Anti-Dilution Adjustments” in the product supplement, the Physical Delivery Amount will also beadjusted to reflect the Initial Price, as adjusted. You should note that if the Final Price is less than the Barrier Price, because we will deliver the Physical Delivery Amount of the Reference Assetinstead of paying an amount in cash at maturity, the actual value of the Physical Delivery Amount you receive on the Maturity Date may be lessthan the payment that you would have received at maturity had we instead paid an amount in cash, as a result of any decrease in the price of theReference Asset during the period between the Valuation Date and the Maturity Date. Initial Price: $25.27, which was the Closing Price of the Reference Asset on the Strike Date, as determined by the Calculation Agent, and subject to adjustment as described under“General Terms of the Notes — Anti-Dilution Adjustments” in the product supplement. Final Price:Barrier Price: The Closing Price of the Reference Asset on the Valuation Date, as determined by the Calculation Agent. $20.216, which is 80.00% of the Initial Price, as