道明银行美股招股说明书(2026-01-08版)

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$ Leveraged Capped Basket-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 an unequally-weighted basket of five indices: the EURO STOXX50®Index (38.00% weighting), TOPIX (26.00% weighting), the FTSE®100 Index (17.00% weighting), the Swiss Market Index (11.00% If the final basket level on the valuation date is greater than the initial basket level, the return on your notes will be positive and willequal the leverage factor of 300.00% times the percentage change of the basket, subject to the maximum payment amount (expectedto be between $1,333.60 and $1,392.40 for each $1,000 principal amount of your notes). If the final basket level is equal to the initial The initial basket level will be set to 100 on the pricing date and the final basket level will equal (i) 100times(ii) thesumof 1plus, ascalculated for each basket component, (a) the percentage change of each basket component from the pricing date to the valuation datemultiplied by(b) its weighting in the basket. To determine your payment at maturity, we will calculate the percentage change of the basket, which is the percentage increase ordecrease in the final basket level from the initial basket level. At maturity, for each $1,000 principal amount of your notes, you willreceive an amount in cash equal to: ●if the percentage change is positive (the final basket level is greater than the initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the leverage factortimes(c) the percentage change, subject to the maximum payment amount; ●if the percentage change is zero (the final basket level is equal to the initial basket level), $1,000; or ●if the percentage change is negative (the final basket level is less than the initial basket level), the sum of (i) $1,000 plus (ii) theproduct of (a) $1,000 times (b) the percentage change.You will receive less than the principal amount of your notes. Decreases in the levels of the basket components may offset increases in the levels of other basket components. Theperformance of the basket components with higher weightings will have a larger impact on your return on the notes. The 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 $959.80 and $989.80 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 TD Securities (USA) LLC 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 p