道明银行美股招股说明书(2026-04-23版)

Linked to the least performing of the Nasdaq-100 Index®and the Russell 2000®Index due July 27, 2027 Investment Description The Toronto-Dominion Bank Trigger Callable Yield Notes (the “Notes”) are senior, unsecured debt obligations issued by The Toronto-Dominion Bank (“TD” or the “issuer”) linked to the least performing ofthe Nasdaq-100 Index®and the Russell 2000®Index (each an “underlying asset” and together the “underlying assets”). TD will pay you a coupon on each coupon payment date regardless of theperformance of the underlying assets, unless TD has previously elected to call the Notes. TD may elect to call the Notes (monthly, beginning after 3 months) in whole, but not in part (an “issuer call”),regardless of the closing levels of the underlying assets, on any “call date” preceding the corresponding coupon payment date specified under “Call Dates and Coupon Payment Dates” herein. If TD electsto call the Notes prior to maturity, TD will pay you on the coupon payment date corresponding to such call date (the “call settlement date”) a cash payment per Note equal to the principal amount plus thecoupon otherwise due, and no further payments will be made on the Notes. If TD does not elect to call the Notes and the closing level of each underlying asset on the final valuation date (its “final level”) isequal to or greater than its downside threshold, at maturity, TD will pay you a cash payment per Note equal to the principal amount, in addition to the coupon otherwise due. If, however, TD does not electto call the Notes and the final level of any underlying asset is less than its downside threshold, at maturity, TD will pay you, in addition to the coupon otherwise due, a cash payment per Note that is lessthan the principal amount, if anything, resulting in a percentage loss on your initial investment equal to the percentage decline in the closing level of the underlying asset with the lowest underlying return(the “least performing underlying asset”) from its initial level to its final level over the term of the Notes and, in extreme situations, you could lose all of your initial investment.Investing in the Notesinvolves significant risks. Subject to the issuer call feature, in exchange for receiving a coupon on the Notes on each coupon payment date you are accepting the risk of losing a significantportion or all of your initial investment at maturity if the final level of any underlying asset is less than its downside threshold. You will be exposed to the market risk of each underlying asseton the final valuation date and any decline in the level of one underlying asset may negatively affect your return and will not be offset or mitigated by a lesser decline or any potentialincrease in the level of any other underlying asset. TD may elect to call the Notes at its discretion on any call date regardless of the performance of the underlying assets. Higher couponrates are generally associated with a greater risk of loss. The contingent repayment of principal only applies if you hold the Notes until the maturity date. Any payment on the Notes,including any repayment of principal, is subject to the creditworthiness of TD. If TD were to default on its obligations you may not receive any amounts owed to you under the Notes and youcould lose all of your initial investment. Key Dates Features ❑Income— Regardless of the performance of the underlying assets, TD will pay you a couponon each coupon payment date unless the Notes were previously subject to an issuer call.❑Issuer Callable— TD may elect to call the Notes in whole, but not in part, on any call date Trade Date*Settlement Date*Coupon Payment Dates**Call Dates**Final Valuation Date**Maturity Date***We expect to deliver the Notes against payment on the third business day following the trade April 22, 2026April 27, 2026Monthly (see page 4)Monthly (beginning after 3 months) (see page 4)July 22, 2027July 27, 2027 (monthly, beginning after 3 months) regardless of the closing levels of the underlying assets. IfTD elects to call the Notes prior to maturity, TD will pay you on the call settlement date a cashpayment per Note equal to your principal amount plus the coupon otherwise due, and nofurther payments will be made on the Notes. Before TD elects to call the Notes on a call date,TD will deliver written notice to the trustee. date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), trades in the secondary market generally are required to settle in one business day(T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers whowish to trade the Notes in the secondary market on any date prior to one business day beforedelivery of the Notes will be required, by virtue of the fact that each Note initially will settle inthree business days (T+3), to specify alternative settlement arrangements to prevent a failedsettlement of the secondary market trade.**Subject to postponement in the event of a marke