道明银行美股招股说明书(2025-11-25版)

The Toronto-Dominion Bank Senior Debt Securities, Series HEquity Linked Securities Market Linked Securities—Auto-Callable with Contingent Coupon with MemoryFeature and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the common stock ofAmazon.com, Inc., the common stock of Broadcom Inc., the Class A common stock of AlphabetInc. and the common stock of NVIDIA Corporation due November 27, 2028 ■Linked to thelowest performingof the common stock of Amazon.com, Inc., the common stock of Broadcom Inc., the Class A common stock of Alphabet Inc. and thecommon stock of NVIDIA Corporation (each referred to as an “Underlying Stock”) ■Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject topotential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon payment, whether the securities are automatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of your securities at stated maturity willdepend, in each case, on the stock closing price of the lowest performing Underlying Stock on the relevant calculation day. The lowest performing Underlying Stock onany calculation day is the Underlying Stock that has the lowest stock closing price on that calculation day as a percentage of its starting price ■Contingent Coupon.The securities will pay a contingent coupon payment on a monthly basis until the earlier of stated maturity or automatic call if,and only if, thestock closing price of the lowest performing Underlying Stock on the calculation day for that month is greater than or equal to its coupon threshold price. If the stockclosing price of the lowest performing Underlying Stock on one or more calculation days is less than its coupon threshold price and, on a subsequent calculation day,the stock closing price of the lowest performing Underlying Stock on that subsequent calculation day is greater than or equal to its coupon threshold price, the securitieswill pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amountspreviously unpaid). If the stock closing price of the lowest performing Underlying Stock on a calculation day is less than its coupon threshold price, you will not receiveany contingent coupon payment on the related monthly contingent coupon payment date. In addition, if the stock closing price of the lowest performing Underlying ■Automatic Call.If the stock closing price of the lowest performing Underlying Stock on any of the monthly calculation days from February 2026 to October 2028,inclusive, is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent coupon payment and anypreviously unpaid contingent coupon payments ■Potential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and only if, thestock closing price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its downside threshold price. If the stock closingprice of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold price, you will lose more than 50%, and possibly all, of ■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from its starting priceif its stock closing price on the final calculation day is less than its downside threshold price, but you will not participate in any appreciation of any Underlying Stock andwill not receive any dividends on any Underlying Stock ■Your return on the securities will dependsolelyon the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day. Youwill not benefit in any way from the performance of a better performing Underlying Stock. Therefore, you will be adversely affected ifany Underlying Stockperforms ■All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”) ■No exchange listing; designed to be held to maturity The estimated value of the securities at the time the terms of your securities were set on the pricing date was $913.40 per security, as discussed further under “Selected Risk Considerations— Risks Relating To The Estimated Value Of The Securities And Any Secondary Market” beginning on page P-12 and “Estimated Value of the Securities” herein. The estimated value is lessthan the original offering price of the securities. The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt