道明银行美股招股说明书(2026-04-14版)

STRUCTURED INVESTMENTSOpportunities in U.S.Equities $10,574,000 Contingent Income Auto-Callable Securities due April 13, 2028 Based on the Worst Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index Principal at Risk Securities Contingent Income Auto-Callable Securities (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 to earn a contingentquarterly coupon with respect to each determination date on which the index closing value of each underlying index isgreater than or equal to65.00% of its initial index value, which we refer to as its coupon threshold level. In addition, if theindex closing values of all of the underlying indices on any determination date other than the final determination date aregreater than or equal totheir respective call threshold levels, the securities will be automatically redeemed for an amountper security equal to (i) the stated principal amount plus (ii) the contingent quarterly coupon otherwise payable with respect to the applicable determination date. No further payments will be made on the securities once they have been redeemed.However, if the index closing value of any underlying index on any determination date isless thanits call threshold level, the securities will not be automatically redeemed and, if the index closing value of any underlying index isless thanitscoupon threshold level, you will not receive any contingent quarterly coupon with respect to the applicable determination date. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during theterm of the securities. Furthermore, if the final index value ofanyunderlying index isless than65.00% of its initial index value, which we refer to as its downside threshold level, The Toronto-Dominion Bank (“TD” or “we”) will pay you a cashpayment per security that will beless than65.00% of the stated principal amount and you will be exposed on a 1-to-1 basis to the decline of the worst performing underlying index. In this scenario, you will lose a significant portion or all of yourinvestment in the securities.Accordingly, the securities do not guarantee any return of principal at maturity.Investors will not participate in any increase of the underlying indices and will not realize a return beyond the returns representedby the contingent quarterly coupons received, if any, during the term of the securities. Because all payments on the securities are based on the worst performing underlying index, a decline beyond the respective coupon threshold level and/ordownside threshold level, as applicable, of any underlying index will result in few or no contingent quarterly coupons and/or a loss of a significant portion and up to your entire investment in the securities, even if the other underlying indicesincrease or have not declined as much. These 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,Series H. Original issue date:April 15, 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 daybefore delivery 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 failedsettlement of the secondary market trade.Maturity date:April 13, 2028, subject to postponement for certain market disruption events and as described under “General Terms of the Notes — Market Disruption Events” and “— Payment Date(s); Maturity Date” in the accompanying product supplement. If the index closing values of all of the underlying indices on any determination date other than the final determination date are greater than or equal to their respective call threshold levels, the securitieswill be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related determination date. Nofurther payments will be made on the securities once they have been redeemed.The securities will not be redeemed early on any contingent coupon payment date if the index closing value of any underlying index is below its call thresh