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道明银行美股招股说明书(2026-05-11版)

2026-05-11 美股招股说明书刘银河

The Toronto-Dominion Bank (“TD”) is offering Autocallable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100®Technology Sector IndexSM, the Russell 2000®Index and the S&P 500®Index. The Notes will pay a Contingent Interest Payment at a rate of 10.45% only if the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (65.00% of its Initial Value) on the Contingent Interest Observation Date. If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on a Contingent Interest Observation Date, no Contingent Interest Payment will be paid. 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 its Initial Value) on any Call Observation Date. If called, investors will receive the Principal Amount plus any Contingent Interest Payment due. If not called and the Final Value of any Reference Asset is less than its Barrier Value, investors will suffer a percentage loss on their initial investment equal to the Least Performing Percentage Change of the Reference Asset.

The Notes do not guarantee the return of the Principal Amount and investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date. The Notes are unsecured and are not insured or guaranteed by any governmental agency. Investing in the Notes involves risks, including market risk, credit risk, liquidity risk, and tax uncertainty. The estimated value of the Notes at the Pricing Date is expected to be between $945.00 and $980.00 per Note, which is less than the public offering price. TD Securities (USA) LLC will receive a commission of $6.50 (0.65%) per Note, which may be used for selling concessions to other dealers.

Additional risks include the potential for the Notes to be automatically called prior to maturity, resulting in reinvestment risk; the amounts payable on the Notes being linked to the value of the least performing Reference Asset only on specific dates; the Contingent Interest Rate potentially not being sufficient to compensate for the risk of loss at maturity; market risks associated with each Reference Asset; the risk of no Contingent Interest Payments and losing a significant portion or all of the initial investment if the Notes are linked to the least performing Reference Asset; changes affecting the Reference Assets potentially adversely affecting the market value and return on the Notes; the Notes being subject to risks associated with the technology sector and small-cap companies; the estimated value of the Notes being based on TD’s internal funding rate and models, which may be inaccurate; the estimated value not being a prediction of secondary market prices, which may be less than the public offering price; the potential for no active trading market for the Notes; the value of any Reference Asset changing without a corresponding change in the market value of the Notes; potential conflicts of interest between investors and the Calculation Agent, TD, and its affiliates; risks related to hedging activities and market disruption events; and investors being subject to TD’s credit risk and potential adverse tax consequences in the United States and Canada.

The information in this pricing supplement is not complete and may be changed. This pricing supplement is not an offer to sell nor does itseek an offer to buy these Notes in any state where the offer or sale is not permitted. Pricing Supplement dated, 2026to theProduct Supplement MLN-EI-1 dated February 26, 2025,Underlier Supplement dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank The Toronto-Dominion Bank (“TD” or “we”) is offering the Autocallable Contingent Interest Barrier Notes (the “Notes”) linked to the least performing of the Nasdaq-100®Technology Sector IndexSM, the Russell 2000®Index and the S&P 500®Index(each, a “Reference Asset” and together, the “Reference Assets”). The Notes will pay a Contingent Interest Payment on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 10.45%(the “Contingent Interest Rate”)only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to itsContingent Interest Barrier Value, which is equal to 65.00% of its Initial Value. If, however, the Closing Value of any Reference Asset is less than its ContingentInterest Barrier Value on a Contingent Interest Observation Date, no Contingent Interest Payment will accrue or be payable on the related Contingent InterestPayment Date. 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 itsCall Threshold Value, which is equal to 100.00% of its Initial Value. If the Notes are automatically called, on the first following Contingent Interest Payment Date(the “Call Payment Date”), we will pay a cash payment per Note equal to the Principal Amount, plus any Contingent Interest Payment otherwise due. No further •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 payment of any Contingent Interest Payments or the return of the Principal Amount. Investors are exposedto the market risk of each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date) and anydecline in the value of one Reference Asset will not be offset or mitigated by a lesser decline or potential increase in the value of any otherReference Asset. If the Final Value of any Reference Asset is less than its Barrier Value, investors may lose up to their entire investment in 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-7 of thispricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 of the product supplement MLN-EI-1 dated February 26,2025 (the “product supplement”)and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Notes ordeterminedthat this pricing supplement,the product supplement,the underlier supplement or the prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense. 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 are set on the Pricing Date is expected to be between $945.00 and $980.00per Note, asdiscussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-9 and “Additional Information Regardingthe Estimated Value of the Notes” on page P-24 of this pricing supplement. The estimated value is expected to be less than the public offering price of the Notes. 2TD Securi

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