道明银行美股招股说明书(2026-03-24版)

STRUCTURED INVESTMENTS $12,000,000 Callable Contingent Income Securities with Daily Coupon Observation due March 23, 2028Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Principal at Risk Securities Callable Contingent Income Securities with Daily Coupon Observation (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities offer the opportunity for investors toearn a contingent quarterly coupon on a contingent coupon payment date if the index closing value ofeachunderlying index oneach trading dayduring the applicable quarterly observation period is greater than or equal to 75.00% of its initialindex 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 any increase ofthe 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 the worst performingunderlying 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 decline beyond therespective 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 indices appreciate orhave 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 potentially above-marketrate 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, Series H.Allpayments on the securities 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 the securities and you could lose your entire investment in thesecurities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets. $1,000.00 per security (see “Commissions and issue price” below) Original issue date:March 25, 2026 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in onebusiness day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one business day beforedelivery of the securities will be required, by virtue of the fact that each security initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed sett