道明银行美股招股说明书(2025-12-30版)

The Toronto-Dominion Bank$500,000 Contingent Coupon Barrier Notes Linked to the Common Stock of EOG Resources, Inc. Due June 30, 2027 The amount that you will be paid, if anything, on the notes is based on the performance of the common stock of EOG Resources, Inc. (the referenceasset).If the closing price of the reference asset on any observation date isless than80.00% of the initial price of $103.50 (which is theclosing price of the reference asset on the pricing date (December 26, 2025)), you will not receive the contingent coupon payment on the The notes will mature on the maturity date (June 30, 2027). Observation dates are March 26, 2026, June 26, 2026, September 28, 2026, December 28,2026, March 29, 2027 and June 28, 2027. If on any observation date the closing price of the reference asset isequal to or greater than80.00% of theinitial price, you will receive on the applicable coupon payment date a contingent coupon payment per note equal to theproduct of(a) thequotient ofthenumber of months from the immediately preceding observation date (or the pricing date, in the case of the first observation date) to such observation The return on your notes at maturity, in addition to the final contingent coupon payment, if any, is based on the closing price of the reference asset on thefinal valuation date (the final observation date) relative to the initial price. At maturity, in addition to any contingent coupon payment otherwise due, foreach $10,000 principal amount of your notes: •If the final price isequal to or greater than80.00% of the initial price, you will receive an amount in cash equal to the principal amount of$10,000.•If the final price isless than80.00% of the initial price, you will receive a number of shares of the reference asset (with cash paid in lieu of any If the final price is less than 80.00% of the initial price, the return on your notes is expected to be negative and will be based on the percentagedecline in the price of the reference asset from the initial price to the final price. In such circumstances, you will lose all or a substantialportion of your investment. Any payments or deliveries on the notes are subject 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 DepositInsurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the UnitedStates.The notes will not be listed or displayed on any securities exchange or electronic communications network. The notes do not guarantee the payment of any contingent coupon payments or the return of the principal amount and, if the final price isless than80.00% of the initial price, investors may lose up to their entire investment in the notes. You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional Risk Factors” beginningon page P-7 of this pricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplementMLN-ES-ETF-1 dated February 26, 2025, (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes ordetermined that this pricing supplement, the product supplement or the prospectus is truthful or complete. Any representation to the contraryis a criminal offense. The initial estimated value of the notes at the time the terms of your notes were set on the pricing date was $9,776.00 per $10,000 principalamount, which is less than the public offering price listed below. See “Additional Information Regarding the Estimated Value of the Notes” on thefollowing page and “Additional Risk Factors” beginning on page P-7 of this document for additional information. The actual value of your notes at any TD Securities (USA) LLC Pricing Supplement dated December 26, 2025 The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. We may decide tosell additional notes after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to We or Goldman Sachs & Co. LLC (“GS&Co.”), or any of our or their respective affiliates, may use this pricing supplement in the initialsale of the notes. In addition, we or GS&Co. or any of our or their respective affiliates may use this pricing supplement in a market-making transaction in a note after its initial sale.Unless we or GS&Co., or any of our or their respective affiliates, informs the Additional Information Regarding the Estimated Value of the Notes The final terms for the Notes were determined on the Pricing Date, based on prevailing market conditions, and are set forth in thispricing supplement. The economic terms of the Notes are based