道明银行美股招股说明书(2026-03-11版)

The Toronto-Dominion Bank Market Linked Securities—Auto-Callable with Leveraged Upside Participation and ContingentDownside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Broadcom Inc., the CommonStockof NVIDIA Corporation and the American Depositary Shares of Taiwan Semiconductor ManufacturingCompany Limited due March 15, 2029 Linked to thelowest performingof the common stock of Broadcom Inc., the common stock of NVIDIA Corporation and American depositary shares of TaiwanSemiconductor Manufacturing CompanyLimited (each referred to as an “Underlying Stock”) Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic callupon the terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity paymentamount, will depend, in each case, on the performance of the lowest performing Underlying Stock on the call date or the final calculation day, as applicable. The lowest performing Underlying Stock on the call date or the final calculation day is the Underlying Stock with the lowest underlying stock return on that day,calculated for each Underlying Stock as the percentage change from its starting price to its stock closing price on that day Automatic Call.If the stock closing price of the lowest performing Underlying Stock on the call date occurring approximately one year after issuance is greaterthan or equal to its call threshold price, the securities will be automatically called for the face amount plus a call premium of at least 36.20% (to be determined onthe pricing date) of the face amount. The call threshold price for each Underlying Stock is equal to 80% of its starting price Maturity Payment Amount.If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or lessthan the face amount depending on the ending price of the lowest performing Underlying Stock on the final calculation day as follows: If the ending price of the lowest performing Underlying Stock on the final calculation day isgreater thanits starting price, you will receive the face amount plusa positive return equal to 300.00% of the percentage increase in the price of that Underlying Stock on the final calculation day from its starting price ■If the ending price of the lowest performing Underlying Stock on the final calculation day isless than or equal toits starting price, butgreater than or equalto50% of its starting price (the “downside threshold price”), you will receive the face amount■If the ending price of the lowest performing Underlying Stock on the final calculation dayis less thanits downside threshold price, you will have full downsideexposure to the decrease in the price of that Underlying Stock from its starting price and you will lose more than 50%, and possibly all, of the face amount ofyour securities Investors may lose a significant portion or all of the face amount If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of anyUnderlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of anyUnderlying Stock at the upside participation rate ■Your return on the securities will dependsolelyon the performance of the Underlying Stock that is the lowest performing Underlying Stock on the call date or thefinal calculation day, as applicable. You will not benefit in any way from the performance of a better performing Underlying Stock. Therefore, you will be adverselyaffected ifany Underlying Stockperforms poorly, even if another Underlying Stock performs favorably All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”) No periodic interest payments or dividends No exchange listing; designed to be held to maturity The estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be between $880.00 and $895.00 per security, as discussed further under“Selected Risk Considerations— Risks Relating To The Estimated Value Of The Securities And Any Secondary Market” beginning on page P-10 and “Estimated Value of the Securities” herein. Theestimated value is expected to be less than the original offering price of the securities. The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”beginning on page P-9 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and on page 1 of the accompanying prospectus.The securities are senior unsecured debt obligations of the Bank, and,