道明银行美股招股说明书(2026-01-21版)

STRUCTURED INVESTMENTS Opportunities in U.S. Equities$6,428,000 Trigger PLUS Based on the Value of the S&P 500®Index due February 4, 2032 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities The Trigger PLUS will pay no interest and do not guarantee any return of principal at maturity.At maturity, if the final index value of the underlying index is greater than the initial indexvalue, investors will receive the stated principal amount of their investment plus the leveraged upside performance of the underlying index, subject to the maximum payment at maturity. Ifthe final index value is less than or equal to the initial index value but greater than or equal to the trigger level, investors will receive the stated principal amount at maturity. However, if thefinal index value is less than the trigger level, investors will lose 1% for every 1% that the final index value falls below the initial index value. Under these circumstances, the payment atmaturity will be significantly less than the stated principal amount and could be zero. Accordingly, the Trigger PLUS do not guarantee any return of principal at maturity and you could lose asignificant portion or all of your investment in the Trigger PLUS.The Trigger PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and All payments on the Trigger PLUS are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any amounts owed to you under theTrigger PLUS and you could lose your entire investment in the Trigger PLUS. These Trigger PLUS are not secured obligations and you will not have any security interest in, orotherwise have any access to, any underlying reference asset or assets. The index closing value of the underlying index on the valuation date, as determined by the calculation agent and as may be adjusted as describedunder “General Terms of the Notes — Unavailability of the Level of, or Change in Law Event Affecting, the Reference Asset; Modification to Method ofCalculation”, as described in the accompanying product supplement. Estimated value on the pricingdate:The estimated value of your Trigger PLUS at the time the terms of your Trigger PLUS were set on the pricing date was $954.30 per Trigger PLUS, asdiscussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 8 and “Additional Information About theTrigger PLUS — Additional information regarding the estimated value of the Trigger PLUS” herein. The estimated value is less than the public offeringprice of the Trigger PLUS. (b)a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells, each payable to Morgan Stanley Wealth Management. See “Additional Information About the Trigger PLUS — Supplemental information regarding plan of distribution (conflicts of interest);secondary markets (if any)” herein. The Trigger PLUS are unsecured and are not savings accounts or insured deposits of a bank. The Trigger PLUS 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 Trigger PLUS will not be listed or displayed on anysecurities exchange or electronic communications network. We will deliver the Trigger PLUS in book-entry only form through the facilities of The Depository Trust Company on the original issue date against payment in immediately available funds. $6,428,000 Trigger PLUS Based on the Value of the S&P 500®Index due February 4, 2032Trigger Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Additional Information About TD and the Trigger PLUS You should read this pricing supplement together with the prospectus dated February 26, 2025, as supplemented by the product supplementMLN-EI-1dated February 26, 2025 and the underlier supplement dated February 26, 2025, relating to our Senior Debt Securities, Series H, of which these TriggerPLUS are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product supplement. Inthe event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; third, the underliersupplement; and last, the accompanying prospectus.The Trigger PLUS vary from the terms described in the product supplement in several This pricing supplement, together with the documents listed below, contains the terms of the Trigger PLUS and supersedes all prior or contemporaneousoral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures forimplementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the