道明银行美股招股说明书(2025-11-20版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$500,000Autocallable Contingent Interest Barrier Notes with Memory Interest 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 theClosing Level of the S&P 500®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 of theirPrincipal 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 Interest Paymentsshould not be viewed as periodic interest payments. Date. 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:The Toronto-Dominion Bank (“TD”)Reference Asset:The S&P 500®Index (Bloomberg ticker: “SPX”)Principal Amount:$1,000 per Note, subject to a minimum investment of $10,000 and integral multiples of $1,000 in excess thereof.Term:Approximately 54 weeks, subject to an automatic call.Strike Date:November 18, 2025Pricing Date:November 19, 2025Issue Date:November 24, 2025, which is the third DTC settlement day following the Pricing Date. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein.Maturity Date:December 4, 2026, subject to postponement upon the occurrence of a market disruption event as described in the accompanying product supplement.Call Feature: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 callthe Notes and, on the applicable Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plus the Contingent Interest Payment otherwisedue and any previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature. No further amounts 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. Review Dates:March 3, 2026, June 2, 2026, September 1, 2026 and December 1, 2026 (the “Final Review Date”). Each Review Date is subject to postponement upon theoccurrence of a market 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 toa Review Date on the corresponding Contingent Interest Payment Date if the Closing Level on such Review Date is less than the Barrier Level.AnyContingent Interest 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 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 Assetis less 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 ClosingLevel of 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 a previously unpaid Contingent Interest Payment has been made on a later Contingent Interest Payment Date, it will not be made again on any subsequent Contingent Interest Payment:$24.60 per $1,000 Principal Amount of the Notes, if payable. With respect to each Review Date, the third Business Day following the related Review Date, with the exception that the final Contingent Interest Payment Date will bethe Maturity Date, subject to postponement upon the occurrence of a market disruption event as described in the accompanying product supplement or, if such day is Final Level – Initial LevelInitial Level The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-3 of this pricing supplement, “Additional RiskFac