道明银行美股招股说明书(2026-01-20版)

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:■$10.865 if called on the first Observation Date■$11.730 if called on the second Observation Date If not called on either of the first two Observation Dates, a maturity of approximately three years If not called, 1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal amount at risk All payments are subject to the credit risk of The Toronto-Dominion Bank 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 other governmentalagency 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 were set on the pricing date was $9.721 per unit, which is less thanthe public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and “Structuringthe Notes” on page TS-18 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be Autocallable Strategic Accelerated Redemption Securities Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due January 26, 2029 (the “notes”) are our seniorunsecured debt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directlyor indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The noteswill rank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will besubject to 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 is the 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 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 arrangements On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on the pricingdate is less than their public offering price. The initial estimated value was determined by reference to our internal pricing models, which take into accounta number of variables, typically including expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-sensitivityanalysis, time to maturity of the notes and our internal funding rate which take into account a number of variables and are based on a number ofsubjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Because our internal funding rategenerally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of an internal funding rate Payment Determination Terms of the Notes Automatic Call Provision: Redemption Amount Determination: If the notes are not called, you will receive the Redemption Amount peunit on the maturity date, determined as follows: Because the Threshold Value for the notes is equal to the StartingValue, you will lose all or a portion of your investment if the EndingValue is less than the Starting Value. Autocallable Strategic Accelerated Redemption Securities Linked to