道明银行美股招股说明书(2025-12-15版)

Subject to Completion, Dated December 15, 2025. Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$ Leveraged Capped Buffered TOPIX-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 TOPIX as measured from the pricing date to and including thevaluation date (expected to be between 17 and 20 months after the pricing date). If the final level on the valuation date is greater thanthe initial level (equal to the closing level of the index on the pricing date), the return on your notes will be positive, subject to themaximum payment amount (expected to be between $1,257.10 and $1,301.65 for each $1,000 principal amount of your notes). If the To determine your payment at maturity, we will calculate the percentage change of TOPIX, which is the percentage increase ordecrease in the final level from the initial level. At maturity, for each $1,000 principal amount of your notes, you will receive an amount incash 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 -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 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 securities 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, 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 $943.50 and $973.50 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-7 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot be TD Securities (USA) LLC Pricing Supplement dated , 2025 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 or Goldman Sachs & Co. LLC (“GS&Co.”), or any of our or their respective affiliates, may use this pricing supplementin the initial sale of the notes. In addition, we or GS&Co. or any of our or their respective affiliates may use this pricingsupplement in a market-making transaction in a note after its initial sale.Unless we or GS&Co., or any of our or their 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, estimated costs which TD may incur in connection with the Notes and anestimate of the difference between the amounts TD pays to GS&Co. or an affiliate and the amounts that GS&Co. or anaffiliate pays to us in connection with hedging your Notes as des