道明银行美股招股说明书(2025-10-17版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$1,000,000Autocallable Contingent Interest Barrier Notes with Memory InterestLinked to the Nasdaq-100 Index®Due October 30, 2026Senior Debt Securities, Series H General•The Notes are designed for investors who (i) wish to receive a Contingent Interest Payment (as defined below), plus any previously unpaid Contingent Interest Payments, if on any Review Date the Closing Level of the Nasdaq-100 Index®(the“Reference Asset”) is greater than or equal to the Barrier Level (as defined below), (ii) are willing to accept the risk of losing a significant portion or all oftheir Principal Amount and of not receiving any Contingent Interest Payments over the term of the Notes and (iii) are willing to forgo fixed interest and dividend payments. Contingent InterestPayments should not be viewed as periodic interest payments. •The Notes will be automatically called prior to the Maturity Date if the Closing Level of the Reference Asset is greater than or equal to the Initial Level on any Review Date other than the Final ReviewDate. If the Notes are not automatically called and the Closing Level of the Reference Asset on the Final Review Date (the “Final Level”) is less than the Barrier Level, investors will lose 1% of thePrincipal Amount of the Notes for each 1% that the Final Level is less than the Initial Level, and may lose the entire Principal Amount. •Any payments 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:Maturity Date:Call Feature: October 20, 2025, which is the third DTC settlement day following the Pricing Date. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein. If the Closing Level of the Reference Asset on any Review Date other than the Final Review Date is greater than or equal to the Initial Level, we will automatically call theNotes and, on the applicable Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plus the Contingent Interest Payment otherwise due andany previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature. No further amounts will beowed to you under the Notes. Call Payment Date:Review Dates: If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment Date immediately following the relevant Review Date. January 27, 2026, April 28, 2026, July 28, 2026 and October 27, 2026 (the “Final Review Date”). Each Review Date is subject to postponement upon the occurrence of amarket disruption event as described in the accompanying product supplement. Contingent Interest PaymentFeature: If the Closing Level of the Reference Asset on any Review Date is greater than or equal to the Barrier Level, a Contingent Interest Payment, plus any previously unpaidContingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature, will be paid to you on the corresponding ContingentInterest Payment Date. Contingent Interest Payments on the Notes are not guaranteed. You will not receive the Contingent Interest Payment with respect to aReview Date on the corresponding Contingent Interest Payment Date if the Closing Level on such Review Date is less than the Barrier Level.Any ContingentInterest Payment due on a Note will be paid to the registered holder of such Note, as determined on the record date, which will be the Business Day preceding therelevant Contingent Interest Payment Date. All amounts used in or resulting from any calculation relating to a Contingent Interest Payment will be rounded upward ordownward as appropriate, to the nearest tenth of a cent. Memory Interest Feature: If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity Date) because the Closing Level of the Reference Asset isless than the Barrier Level on the related Review Date, such Contingent Interest Payment will be made on a later Contingent Interest Payment Date if the Closing Levelof the Reference Asset on any subsequent Review Date is greater than or equal to the Barrier Level on the relevant Review Date. For the avoidance of doubt, once apreviously unpaid Contingent Interest Payment has been made on a later Contingent Interest Payment Date, it will not be made again on any subsequent ContingentInterest Payment Date. If the Closing Level of the Reference Asset is less than the Barrier Level on each of the Review Dates, you will receive no Contingent InterestPayments during the term of, and will not receive a positive return on, the Notes.$20.00 per $1,000 Principal Amount of the Notes, if payable. Contingent Interest Payment:Contingent Interest PaymentDates: With respect to each Review Date, the third Business Day following the related Review Date,