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道明银行美股招股说明书(2026-03-12版)

2026-03-12 美股招股说明书测试专用号1普通版

The Toronto-Dominion Bank (TD) has offered Autocallable Fixed Interest Barrier Notes linked to the least performing of Costco Wholesale Corporation, Microsoft Corporation, and Walmart Inc. The Notes pay an annual interest rate of approximately 9.20% ($7.667 per Note) and have a maturity date of March 16, 2028.

Key Features and Risks:

Interest Payments: The Notes pay a fixed interest payment of $7.667 per Note on each Interest Payment Date, regardless of the performance of the Reference Assets, unless the Notes are automatically called.
Automatic Call: The Notes will be automatically called if the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value (100.00% of Initial Value) on any Call Observation Date.
Maturity Payment: 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 (60.00% of Initial Value). If the Final Value is greater than or equal to the Barrier Value, the payment will be the sum of $1,000 plus the product of $1,000 and the Least Performing Percentage Change. If the Final Value is less than the Barrier Value, investors will suffer a percentage loss on their initial investment.
Single Stock Risks: Investors are exposed to the market risk of each Reference Asset, and a decline in the value of one Asset will not be offset by the performance of others.
Limited Return: The potential positive return is limited to the interest payments paid, and the Notes do not guarantee the return of the Principal Amount.
Automatic Call and Reinvestment Risk: The Notes may be automatically called before maturity, and there is no guarantee of reinvestment at a comparable return.
Estated Value and Liquidity: The estimated value of the Notes ($951.10 per Note) is less than the public offering price ($975.00 per Note). There may not be an active secondary market for the Notes, and sales may result in significant losses.
Taxation: The U.S. tax treatment of the Notes is uncertain, and potential conflicts of interest exist between TD and its affiliates, as well as between investors and the Calculation Agent.

Reference Assets:

Costco Wholesale Corporation (COST): Initial Value $1,000.00, Call Threshold Value $1,000.00, Barrier Value $595.338.
Microsoft Corporation (MSFT): Initial Value $400.00, Call Threshold Value $404.88, Barrier Value $242.928.
Walmart Inc. (WMT): Initial Value $150.00, Call Threshold Value $123.49, Barrier Value $74.094.

Hypothetical Returns:

Example 1: Automatic call on the first Call Observation Date results in a total return of 4.6002%.
Example 2: Automatic call on the third Call Observation Date results in a total return of 6.1336%.
Example 3: No automatic call, Final Value of all Reference Assets greater than Barrier Value results in a total return of 18.4008%.
Example 4: No automatic call, Final Value of at least one Reference Asset less than Barrier Value results in a loss of 41.5992%.

Conclusion: Investors should be aware of the risks associated with the Notes, including the potential loss of the Principal Amount, limited returns, and uncertain taxation. The Notes are complex instruments, and investors are advised to consult their advisors before investing.

Pricing Supplement dated March 11, 2026 to theProduct Supplement MLN-ES-ETF-1 dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank $2,077,000Autocallable Fixed Interest Barrier Notes Linked to the Least Performing of the common stock of Costco Wholesale Corporation, the common stock of Microsoft Corporation and the common stock of Walmart Inc. Due March 16, 2028 The Toronto-Dominion Bank (“TD” or “we”) has offered the Autocallable Fixed Interest Barrier Notes (the “Notes”) linked to the least performing of the commonstock of Costco Wholesale Corporation, the common stock of Microsoft Corporation and the common stock of Walmart Inc. (each, a “Reference Asset” andtogether, the “Reference Assets”). The Notes will pay you an Interest Payment of $7.667 on an Interest Payment Date (including the Maturity Date), corresponding to a per annum rate ofapproximately 9.20% (the “Interest Rate”), regardless of the performance of the Reference Assets, unless the Notes have previously been subject to an automaticcall. The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater than or equal to its CallThreshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically called, the Call Payment Date will be the first following InterestPayment Date (the “Call Payment Date”) and, on such date, we will pay you a cash payment per Note equal to the Principal Amount, plus the Interest Paymentotherwise due. No further amounts will be owed under the Notes. If the Notes are not automatically called, the amount we pay at maturity, if anything, in addition tothe Interest Payment otherwise due, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its “Final Value”) relative to itsBarrier Value, which is equal to 60.00% of its Initial Value, calculated as follows: •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: the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (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 Notes The Notes do not guarantee the return of the Principal Amount. Investors are exposed to the market risk of each Reference Asset and any decline inthe value of one Reference Asset will not be offset or mitigated by a lesser decline or potential increase in the value of any other Reference Asset.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-6 of thispricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-ES-ETF-1 dated February26, 2025 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date against payment in immediatelyavailable funds. The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $951.10 per Note, as discussed further under “AdditionalRisk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-7 and “Additional Information Regarding the Estimated Value of the Notes”on page P-22 of this pricing supplement. The estimated value is less than the public offering price of the Notes. 1Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, feesor commissions. The public offering price for investors purchasing the Notes in these accounts may have been as low as $975.00 (97.50%) per Note. 2TD Securities (USA) LLC (“TDS”) will receive a commissio

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道明银行美股招股说明书(2026-03-12版)

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