您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:道明银行美股招股说明书(2025-12-29版) - 发现报告

道明银行美股招股说明书(2025-12-29版)

2025-12-29 美股招股说明书 张博卿
报告封面

Pricing Supplement dated December 23, 2025 to theProduct Supplement MLN-EI-1 dated February 26, 2025,Underlier Supplement dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank $1,661,000Leveraged Contingent Absolute Return Barrier Notes Linked to the S&P 500®Index Due December 27, 2030 The Toronto-Dominion Bank (“TD” or “we”) has offered the Leveraged Contingent Absolute Return Barrier Notes (the “Notes”) linked to the S&P 500®Index (the “ReferenceAsset”). The Notes provide 101.75% leveraged participation in any percentage increase in the Reference Asset from the Initial Value to the Final Value, and also provide unleveragedinverse participation in any percentage decrease from the Initial Value to the Final Value but only if the Final Value is greater than or equal to 70.00% of the Initial Value (the“Barrier Value”). If the Final Value is greater than the Initial Value, then the percentage return on the Notes will be positive and equal to the percentage change in theReference Asset from the Initial Value to the Final Value (the “Percentage Change”) multiplied by the Leverage Factor. If the Final Value is less than or equal to the Initial Valuebut greater than or equal to the Barrier Value, then the percentage return on the Notes will be positive and equal to the absolute value of the Percentage Change (the The Notes do not guarantee the return of the Principal Amount and investors may lose their entire investment in the Notes. Any payment on the Notes issubject to our credit risk. The Notes are unsecured and are not savings accounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation,the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not be listed or displayedon any securities exchange or electronic communications network. The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-6 of this pricingsupplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-EI-1 dated February 26, 2025 (the “productsupplement”)and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes or determinedthat this pricing supplement, the product supplement, the underlier supplement or the prospectus is truthful or complete. Any representation to the contrary is a We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date against payment in immediately available funds.The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $981.50 per Note, as discussed further under “Additional Risk Factors— Risks Relating to Estimated Value and Liquidity” beginning on page P-7 and “Additional Information Regarding the Estimated Value of the Notes” on page P-17 of this 1Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, fees orcommissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $988.75 (98.875%) per Note. 2TD Securities (USA) LLC (“TDS”) will receive a commission of up to $11.25 (1.125%) per Note with respect to a portion of the Notes and will use all of that commission toallow selling concessions to other dealers in connection with the distribution of the Notes. Such other dealers may resell the Notes to other securities dealers at thePrincipal Amount less a concession not in excess of $11.25 per Note. The total “Underwriting Discount” and “Proceeds to TD” specified above reflect the aggregate of theunderwriting discount at the time TD established any hedge positions on or prior to the Pricing Date, which was variable and fluctuated depending on market conditions atsuch times. TD will also periodically pay one or more unaffiliated dealers a structuring fee and/or marketing fee of $11.25 per Note with respect to $1,641,000.00 aggregate The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additional Notes after the date ofthis pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positiveor negative) on your investment in the Notes will depend in part on the public offering price you pay for such Notes. TD SECURITIES (USA) LLC Summary The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, the productsupplement, th