道明银行美股招股说明书(2025-12-03版)

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 17 and 20 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 $1,148.50 and $1,174.15 for each $1,000 principal amount of your notes). If 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 receive ●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 -10.00% (the final level is equal to the initial level or is less than theinitial level, but not by more than 10.00%), $1,000; or ●if the percentage change is negative and is below -10.00% (the final level is less than the initial level by more than 10.00%), thesum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the downside multiplier of approximately 111.11% times (c) the sum ofthe percentage change plus 10.00%.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 or 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 $951.30 and $981.30 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 on 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 or 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 confirmation Additional Information Regarding the Estimated Value of the Notes The final terms for the Notes will be determined on the date the Notes are initially priced for sale to the public, which werefer to as the Pricing Date, based on prevailing market conditions on the Pricing Date, and will be included in the finalpricing supplement. The economic terms of the Notes are based on TD’s internal funding rate (which is TD’s internalborrowing rate based on variables such as market benchmarks and TD’s appetite for borrowing), and several factors,including any sales commissions expected to be paid to TDS, any selling concessions, discounts, commissions or feesexpected to be allowed or paid to non-affiliated intermediaries, the estimated profit that TD or any of TD’s affiliates expectto earn in connection with structuring the Notes, the estimated cost TD may incur in hedging its obligations under theNotes and the estimated development and other costs which TD may incur in connection with the Notes. Because TD’sinternal funding rate generally represents a discount from the levels at which TD’s benchmark debt securities trade in thesecondary market, the use of an internal funding rate for the Notes rather