道明银行美股招股说明书(2026-01-16版)

Autocallable Strategic Accelerated RedemptionSecurities®Linked to the S&P 500®Index ■Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two and three years after the pricingdate, is at or above the Starting Value ■In the event of an automatic call, the amount payable per unit will be: ■[$10.725 to $10.825] if called on the first Observation Date■[$11.450 to $11.650] if called on the second Observation Date■[$12.175 to $12.475] if called on the final Observation Date If not called, 1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal amount at risk ■No periodic interest payments ■In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes”■Limited secondary market liquidity, with no exchange listing The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed bythe Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any othergovernmental agency of Canada, the United States or any other jurisdiction The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and a conventional debtsecurity, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet andbeginning on page PS-7 of product supplement EQUITY STR-1 and page 1 of the prospectus. The initial estimated value of the notes at the time the terms of the notes are set on the pricing date is expected to be between $9.285and$9.585per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on pageTS-7 of this term sheet and “Structuring the Notes” on page TS-18 of this term sheet for additional information. The actual value of your notes at any timewill reflect many factors and cannot be predicted with accuracy. None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved ordisapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY STR-1or the prospectus. Anyrepresentation to the contrary is a criminal offense. (1)For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’shousehold in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See“Supplement to the Plan of Distribution (Conflicts of Interest)” below. The notes: BofA SecuritiesJanuary, 2026 Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due January, 2029 Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due January, 2029 (the “notes”) are our senior unsecureddebt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directly orindirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The notes willrank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will be subjectto the credit risk of TD.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure, which isthe S&P 500®Index (the “Index”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity, if the EndingValue is less than the Threshold Value, you will lose all or a portion of the principal amount of your notes. Any payments on the notes will be calculatedbased on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit risk. See “Terms of the Notes” below. The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate (which is our internal borrowingrate based on variables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts,commissions or fees expected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection withstructuring the notes, estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangementsas discussed further below and under “Structuring the Notes” on page TS-18. On the cover page of this term sheet, we have provided the initial estimated value range for the notes. The initial estimated value of your notes on thepricing date will