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道明银行美股招股说明书(2026-03-05版)

2026-03-05美股招股说明书肖***

The Toronto-Dominion Bank (TD) is offering Autocallable Barrier Notes linked to the least performing of the Dow Jones Industrial Average® and the Russell 2000® Index, with a maturity date of March 9, 2029. The Notes will automatically call and pay a cash payment equal to the Principal Amount ($1,000) plus a Call Premium if the closing value of each Reference Asset is greater than or equal to its Call Threshold Value (100% of Initial Value) on the applicable Call Observation Date (including the Final Valuation Date). The applicable Call Premium increases the longer the Notes are outstanding, based on a Call Rate of 13.65% per annum.

If the Notes are not automatically called, the payment at maturity will depend on the Final Value of each Reference Asset relative to its Barrier Value (70% of Initial Value):

If the Final Value of each Reference Asset is greater than or equal to its Barrier Value: the Principal Amount of $1,000.
If the Final Value of any Reference Asset is less than its Barrier Value: $1,000 + ($1,000 × Least Performing Percentage Change).

The Notes do not pay periodic interest, and investors are exposed to the market risk of each Reference Asset. If the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors may lose up to their entire investment.

Key Risks:

Return Characteristics: The Notes do not guarantee the return of the Principal Amount and may result in a loss. There is no periodic interest payment, and the potential positive return is limited to the Call Premium paid on the Notes, if any.
Reference Asset Characteristics: Investors are exposed to the market risk of each Reference Asset on each Call Observation Date. The Notes are linked to the least performing of the two indices, increasing the risk of not receiving a positive return and losing a significant portion or all of the initial investment.
Estimated Value and Liquidity: The estimated value of the Notes is expected to be between $950.00 and $985.00 per Note, less than the public offering price. There may not be an active secondary market for the Notes, and sales in the secondary market may result in significant losses.
Hedging Activities and Conflicts of Interest: Potential conflicts of interest exist between investors and the Calculation Agent, as well as between investors and TD or its affiliates due to hedging activities and other business relationships.
Credit Characteristics: Investors are subject to TD’s credit risk, and any decrease in TD’s credit ratings or increase in credit spreads may adversely affect the market value of the Notes.
Taxation: Significant aspects of the tax treatment of the Notes are uncertain, particularly for U.S. holders. The Notes may be treated as prepaid derivative contracts for U.S. federal income tax purposes, with potential for ordinary income or short-term capital gain treatment. Non-U.S. holders may face reporting obligations under FATCA and potential U.S. withholding taxes.

Examples of Scenarios:

Example 1: Both Reference Assets close above their Call Threshold Values on the first Call Observation Date, resulting in an automatic call and a payment of $1,136.50 per Note (13.65% return).
Example 2: Both Reference Assets close above their Call Threshold Values on the second Call Observation Date, resulting in an automatic call and a payment of $1,273.00 per Note (27.30% return).
Example 3: Both Reference Assets close above their Call Threshold Values on the Final Valuation Date, resulting in an automatic call and a payment of $1,409.50 per Note (40.95% return).
Example 4: At least one Reference Asset closes below its Call Threshold Value on each Call Observation Date, and all Reference Assets close above their Barrier Values on the Final Valuation Date, resulting in a payment of $1,000.00 per Note (0.00% return).
Example 5: At least one Reference Asset closes below its Call Threshold Value on each Call Observation Date, and at least one Reference Asset closes below its Barrier Value on the Final Valuation Date, resulting in a payment of $400.00 per Note (60.00% loss).

Conclusion: The Autocallable Barrier Notes offer a potentially high return but come with significant risks, including the possibility of losing the entire investment. Investors should carefully consider the risks and consult with their advisors before investing.

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The information in this pricing supplement is not complete and may be changed. This pricing supplement is not an offer to sell nor does itseek an offer to buy these Notes in any state where the offer or sale is not permitted. Subject to Completion. Dated March 5, 2026. Pricing Supplement dated , 2026 to theProduct Supplement MLN-EI-1 dated February 26, 2025,Underlier Supplement dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank Autocallable Barrier Notes Linked to the Least Performing of the Dow Jones Industrial Average®and the Russell 2000Index Due March 9, 2029 The Toronto-Dominion Bank (“TD” or “we”) is offering the Autocallable Barrier Notes (the “Notes”) linked to the least performing of the Dow Jones IndustrialAverage®and the Russell 2000®Index (each, a “Reference Asset” and together, the “Reference Assets”). The Notes will be automatically called on the Call Payment Date (including the Maturity Date) if, on the applicable Call Observation Date (including the FinalValuation Date), the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value, which is equal to 100.00% of its Initial Value. If theNotes are automatically called, on the Call Payment Date we will pay a cash payment per Note equal to the Call Price corresponding to the applicable CallObservation Date, which is the Principal Amount plus a return equal to the Call Premium corresponding to the applicable Call Observation Date. Following anautomatic call, no further amounts will be owed under the Notes. The applicable Call Premium (and therefore the applicable Call Price) increases the longer theNotes are outstanding and is based on a per annum rate of 13.65% (the “Call Rate”).You will not receive a positive return on the Notes if the Notes are notautomatically called. If the Notes are not automatically called (meaning that the Closing Value of any Reference Asset is less than its Call Threshold Value on each Call ObservationDate, including the Final Valuation Date), the amount we pay at maturity, if anything, will depend on the Closing Value of each Reference Asset on its FinalValuation Date (each, its “Final Value”) relative to its Barrier Value, which is equal to 70.00% of its Initial Value, calculated as follows: •If the Final Value ofeachReference Asset isgreater than or equal toits Barrier Value:the Principal Amount of $1,000•If the Final Value ofanyReference Asset isless thanits Barrier Value: thesumof (1) $1,000plus(2) theproductof (i) $1,000times(ii) the Least Performing Percentage Change If the Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will suffer a percentage losson their initial investment that is equal to the percentage decline of the Reference Asset with the lowest Percentage Change from its Initial Value to itsFinal Value (the “Least Performing Reference Asset”). Specifically, investors will lose 1% of the Principal Amount of the Notes for each 1% that theFinal Value of the Least Performing Reference Asset is less than its Initial Value, and may lose the entire Principal Amount. Any payments on the Notesare subject to our credit risk. The Notes do not pay periodic interest and do not guarantee the return of the Principal Amount. Investors are exposed to the market riskof each Reference Asset on each Call Observation Date (including the Final Valuation Date) and any decline in the value of one ReferenceAsset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference Asset. If the Notes are notautomatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors may lose up to their entireinvestment in the Notes. Any payments 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 Deposit InsuranceCorporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes willnot be listed or displayed on any securities exchange or electronic communications network. The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-7 of thispricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-EI-1 dated February 26,2025 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”).Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes or determinedthat this pricing supplement,the product supplement,the underlier supplement or the prospectus is t

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