您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:道明银行美股招股说明书(2025-11-03版) - 发现报告

道明银行美股招股说明书(2025-11-03版)

2025-11-03美股招股说明书W***
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道明银行美股招股说明书(2025-11-03版)

Subject to Completion, Dated October 31, 2025. Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$ Leveraged Capped Buffered S&P 500®Index-Linked Notes due The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (expected to be the secondbusiness day after the valuation date) is based on the performance of the S&P 500®Index as measured from the pricing date to andincluding the valuation date (expected to be between 23 and 26 months after the pricing date). If the final level on the valuation date isgreater than the initial level (equal to the closing level of the index on the pricing date), the return on your notes will be positive, subjectto the maximum payment amount (expected to be between $1,204.45 and $1,240.45 for each $1,000 principal amount of your notes). Ifthe final level declines by up to 12.50% from the initial level, you will receive the principal amount of your notes.If the final leveldeclines by more than 12.50% from the initial level, the return on your notes will be negative and you will lose approximately1.1429% of the principal amount of your notes for every 1% that the final level has declined below the buffer level of 87.50% ofthe initial level. Despite the inclusion of the buffer level, due to the downside multiplier you may lose your entire principalamount. To determine your payment at maturity, we will calculate the percentage change of the S&P 500®Index, which is the percentageincrease or decrease in the final level from the initial level. At maturity, for each $1,000 principal amount of your notes, you will receivean amount in cash equal to: ●if the percentage change is positive (the final level is greater than the initial level), thesumof (i) $1,000plus(ii) theproductof (a)$1,000times(b) 150.00%times(c) the percentage change, subject to the maximum payment amount; ●if the percentage change is zero or negative but not below -12.50% (the final level is equal to the initial level or is less than theinitial level, but not by more than 12.50%), $1,000; or●if the percentage change is negative and is below -12.50% (the final level is less than the initial level by more than 12.50%), thesum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the downside multiplier of approximately 114.29% times (c) the sum ofthe percentage change plus 12.50%.You will receive less than the principal amount of your notes. The notes do not guarantee the return of principal at maturity. The notes are unsecured and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by theCanada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Any payments on the notes are subject to our credit risk. The notes will not be listed or displayed on any securitiesexchange or electronic communications network. You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional RiskFactors” beginning on page P-6 of this pricing supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese notes or determined that this pricing supplement, the product supplement, the underlier supplement or the prospectusis truthful or complete. Any representation to the contrary is a criminal offense. The initial estimated value of the notes at the time the terms of your notes are set on the pricing date is expected to bebetween $965.10 and $995.10 per $1,000 principal amount, which is less than the public offering price listed below.See“Additional Information Regarding the Estimated Value of the Notes” on the following page and “Additional Risk Factors” beginning onpage P-6 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot bepredicted with accuracy. The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. Wemay decide to sell additional notes after the date of the final pricing supplement, at public offering prices and withunderwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive ornegative) on your investment in the notes will depend in part on the public offering price you pay for such notes. We, TD Securities (USA) LLC (“TDS”) or any of our affiliates, may use this pricing supplement in the initial sale of thenotes. In addition, we, TDS or any of our affiliates may use this pricing supplement in a market-making transaction in anote after its initial sale.Unless we, TDS or any of our affiliates informs the purchaser otherwise in the confirmationof sale, this pricing supplement will be used in a market-making transaction. Additional Information Regarding the Estimated Value of the Notes The final terms