道明银行美股招股说明书(2025-10-27版)

◾Maturity of approximately 2 years ◾If the Basket is flat or increases, you will receive the greater of (a) a return of 16.00% and (b) a leveraged return equal to 113.25% of thepercentage increase in the Basket ◾1-to-1 downside exposure to decreases in the Basket, with up to 100.00% of your principal amount at risk ◾The Basket is comprised of the EURO STOXX 50®Index, the FTSE®100 Index, the Nikkei Stock Average Index, the Swiss Market Index®,the S&P/ASX 200 Index and the FTSE®China 50 Index. The EURO STOXX 50®Index was given an initial weight of 40.00%, each of theFTSE®100 Index and the Nikkei Stock Average Index was given an initial weight of 20.00%, each of the Swiss Market Index®and theS&P/ASX 200 Index was given an initial weight of 7.50% and the FTSE®China 50 Index was given an initial weight of 5.00% ◾All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank ◾No periodic interest payments In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the ◾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 orguaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”) or anyother governmental 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 conventionaldebt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this termsheet, “Additional Risk Factors” beginning on page TS-9 of this term sheet and “Risk Factors” beginning on page PS-8 of productsupplement EQUITY SUN-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 $9.621 per unit, which is less than the 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-33 of this term sheet for additional information. The actual value of your notes at any time will reflect manyfactors and 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 SUN-1 or the prospectus.Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discountProceeds, before expenses, to TD BofA SecuritiesOctober 23, 2025 Summary The Leveraged Market-Linked Step Up Notes Linked to an International Equity Index Basket due October 28, 2027 (the “notes”) are our senior unsecureddebt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency and are not, either directly or 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 notes will rank equallywith all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will be subject to the creditrisk of TD.If the Ending Value of the Market Measure, which is the international equity index basket described below (the “Basket”), is equal to or greaterthan the Starting Value, you will receive the greater of (a) $10 + the Step Up Payment and (b) $10 + a return equal to 113.25% of the percentage increase inthe Basket from the Starting Value to the Ending Value. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principalamount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of theBasket, subject to our credit risk. See “Terms of the Notes” below. The Basket is comprised of the EURO STOXX 50®Index, the FTSE®100 Index, the Nikkei Stock Average Index, the Swiss Market Index®, the S&P/ASX200 Index, and the FTSE®China 50 Index (each a “Basket Component”). On the pricing date, the EURO STOXX 50®Index was given an initial weight of40.00%, each of the FTSE®100 Index and the Nikkei Stock Average Index was given an initial weight of 20.00%, each of the Swiss Market Index®and theS&P/ASX 200 Index was given an initial weight of 7.50% and the FTSE®China 50 Index was given an initial weight of 5.00%. The economic terms of the notes (including the Participation Rate) are based on our internal funding rate (which is our internal borrowing rate based onvariables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discoun