道明银行美股招股说明书(2026-03-17版)

STRUCTURED INVESTMENTS Opportunities in U.S. Equities $5,650,000 Callable Contingent Income Securities with Daily Coupon Observation due March 16, 2028Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Principal at Risk Securities index value, which we refer to as its coupon threshold level. However, if the index closing value ofanyunderlying index isless thanits coupon threshold level onany trading dayduring the applicable quarterly observation period, you will notreceive any contingent quarterly coupon with respect to the applicable quarterly observation period. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the term of the securities. Inaddition, The Toronto-Dominion Bank (“TD”) may elect, on or before any observation period end-date (other than the final observation period end-date), to redeem the securities at its discretion in whole, but not in part (an “issuer call”), on thecontingent coupon payment date corresponding to such observation period end-date (the “redemption date”), regardless of the index closing values of the underlying indices on such observation period end-date. If TD elects to redeem thesecurities prior to maturity, the securities will be redeemed on the redemption date for an amount per security equal to (i) the stated principal amountplus(ii) any contingent quarterly coupon otherwise payable with respect to the applicablequarterly observation period. No further payments will be made on the securities once they have been redeemed.Furthermore, if the final index value ofanyunderlying index isless than70.00% of its initial index value, which we refer to as itsdownside threshold level, TD will pay you a cash payment per security that will beless than70.00% of the stated principal amount of the securities and could be zero and you will be exposed on a 1-to-1 basis to the decline of the worstperforming underlying index. In this scenario, you will lose a significant portion or all of your investment in the securities. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in anyappreciation of the underlying indices and will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities. Because all payments on the securities are based on theworst performing underlying index, a decline beyond the respective coupon threshold level ofanyunderlying index onany trading dayduring the quarterly observation periods will result in few or no contingent quarterly coupons, and a declinebeyond the respective downside threshold level ofanyunderlying index on the final observation period end-date will result in a loss of a significant portion and up to your entire investment in the securities, even if the other underlying indicesappreciate or have not declined as much. The securities are for investors who are willing to risk their entire investment based on the worst performing of each of the underlying indices and who seek an opportunity to earn interest at a potentiallyabove-market rate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are senior unsecured debt securities issued by TD. The securities are notes issued as part of TD’s Senior Debt Securities, June 15, 2026, September 14, 2026, December 14, 2026, March 15, 2027, June 14, 2027, September 13, 2027, December 13, 2027 and March 13, 2028. We also refer to March 13, 2028 as the finalobservation period end-date, subject to postponement for non-trading days and certain market disruption events as described under “General Terms of the Notes — Market Disruption Events” and “—Valuation Date(s)” in the accompanying product supplement.The first quarterly observation period will consist of each trading day from but excluding the pricing date to and including the first observation period end-date. Each subsequent quarterly observation period If a market disruption event occurs with respect to an underlying index on a trading day during a quarterly observation period and such day is not an observation period end-date, such day will bedisregarded for purposes of determining whether a contingent quarterly coupon is payable with respect to such observation period.paymentJune 18, 2026, September 17, 2026, December 17, 2026, March 18, 2027, June 17, 2027, September 16, 2027, December 16, 2027 and the maturity date, subject to postponement as described under Estimatedvalue on the pricingdate:The estimated value of your securities at the time the terms of your securities were set on the pricing date was $960.60 per security, as discussed further under “Risk Factors — Risks Relating to EstimatedValue and Liquidity” beginning on page 13 and “Additional Information About the Securities — Additional information regarding the estimated value of the securit