道明银行美股招股说明书(2025-11-05版)

The Toronto-Dominion Bank$1,775,000 Digital VanEck®Gold Miners ETF-Linked Notes due November 13, 2026 The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (November 13, 2026) is based onthe performance of the shares of the VanEck®Gold Miners ETF (the reference asset) as measured from the pricing date (November 3,2025) to and including the valuation date (November 10, 2026). The return on your notes, if any, is linked to the performance of the reference asset, and not to that of the MarketVector™ Global GoldMiners Index (the target index) on which the reference asset is based. The performance of the reference asset may significantly divergefrom that of the target index. If the final price on the valuation date is greater than or equal to the threshold price of 80.00% of the initial price of $71.30, you willreceive the threshold settlement amount of $1,128.20 for each $1,000 principal amount of your notes. If the final price on the valuationdate is less than the threshold price of 80.00% of the initial price, your payment, if any, will be less than the principal amount and youwill have a loss equal to the percentage decrease below the threshold pricetimesthe downside multiplier of 1.25.Specifically, if thefinal price declines by more than 20.00% from the initial price, you will lose 1.25% of the principal amount of your notes forevery 1% that the final price has declined below the threshold price of 80.00% of the initial price. Despite the inclusion of thethreshold price, due to the downside multiplier you may lose your entire principal amount. To determine your payment at maturity, we will calculate the percentage change of the reference asset, which is the percentageincrease or decrease in the final price from the initial price. At maturity, for each $1,000 principal amount of your notes, you will receivean amount in cash, if anything, equal to: ●if the percentage change is greater than or equal to -20.00% (the final price is greater than or equal to 80.00% of the initial price),the threshold settlement amount; or●if the percentage change is negative and is below -20.00% (the final price is less than the initial price by more than 20.00%), thesumof (i) $1,000plus(ii) the product of (a) $1,000times(b) 1.25times(c) thesumof the percentage changeplus20.00%.Youwill 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-7 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 or the prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The initial estimated value of the notes at the time the terms of your notes were set on the pricing date was $988.80 per $1,000principal amount, which is less than the public offering price listed below.See “Additional Information Regarding the EstimatedValue of the Notes” on the following page and “Additional Risk Factors” beginning on page P-7 of this document for additionalinformation. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. Goldman Sachs & Co. LLCAgent TD Securities (USA) LLC Pricing Supplement dated November 3, 2025 The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. We may decide tosell additional notes after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds toTD that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the notes will depend inpart on the public offering price you pay for such notes. We or Goldman Sachs & Co. LLC (“GS&Co.”), or any of our or their respective affiliates, may use this pricing supplement in the initialsale of the notes. In addition, we or GS&Co. or any of our or their respective affiliates may use this pricing supplement in a market-making transaction in a note after its initial sale.Unless we or GS&Co., or any of our or their respective affiliates, informs thepurchaser otherwise in the confirmation of sale, this pricing supplement will be used in a market-making transaction. Additional Information Regard