多伦多道明银行美股招股说明书(2026-05-20版)

The Toronto-Dominion Bank$1,000,000Autocallable Contingent Interest Barrier Notes with Memory Interest General •The Notes are designed for investors who (i) wish to receive a Contingent Interest Payment (as defined below), plus any previously unpaid Contingent Interest Payments, if on any Review Date theClosing Level of the Nasdaq-100 Index®(the“Reference Asset”) is greater than or equal to the Barrier Level (as defined below), (ii) are willing to accept the risk of losing a significant portion or all oftheir Principal Amount and of not receiving any Contingent Interest Payments over the term of the Notes and (iii) are willing to forgo fixed interest and dividend payments. Contingent InterestPayments should not be viewed as periodic interest payments. •Any payments on the Notes, including any repayment of principal, are subject to our credit risk. Key Terms If the Closing Level of the Reference Asset on any Review Date other than the Final Review Date is greater than or equal to the Initial Level, we willautomatically call the Notes and, on the applicable Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plus the ContingentInterest Payment otherwise due and any previously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory August 28, 2026, November 27, 2026, February 26, 2027 and May 28, 2027 (the “Final Review Date”). Each Review Date is subject to postponement upon theoccurrence of a market disruption event as described in the accompanying product supplement. If the Closing Level of the Reference Asset on any Review Date is greater than or equal to the Barrier Level, a Contingent Interest Payment, plus anypreviously unpaid Contingent Interest Payments with respect to any previous Review Dates pursuant to the Memory Interest Feature, will be paid to you on thecorresponding Contingent Interest Payment Date. Contingent Interest Payments on the Notes are not guaranteed. You will not receive the ContingentInterest Payment with respect to a Review Date on the corresponding Contingent Interest Payment Date if the Closing Level on such Review Date isless than the Barrier Level.Any Contingent Interest Payment due on a Note will be paid to the registered holder of such Note, as determined on the record Memory Interest Feature:If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity Date) because the Closing Level of theReference Asset is less than the Barrier Level on the related Review Date, such Contingent Interest Payment will be made on a later Contingent InterestPayment Date if the Closing Level of the Reference Asset on any subsequent Review Date is greater than or equal to the Barrier Level on the relevant ReviewDate. For the avoidance of doubt, once a previously unpaid Contingent Interest Payment has been made on a later Contingent Interest Payment Date, it will The estimated value of your Notes on the Pricing Date was $986.70 per Note, as discussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-5 and “Additional Information Regarding the Estimated Value of the Notes” on page P-20 of this pricing supplement. The estimated value is less than the public offering price of the Notes.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 Insurance Corporation, the U.S. Federal DepositInsurance Corporation or any other governmental agency or instrumentality.The Notes will not be listed or displayed on any securities exchange or any electronic communications network. 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 theprospectus dated February 26, 2025 (the “prospectus”). Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these Notes or determined that this pricing supplement, the product supplement, the underlier supplement or the prospectus is truthful or complete. Any representation to Additional Terms of Your Notes You should read this pricing supplement together with the prospectus, as supplemented by the product supplement MLN-EI-1 (the“product supplement”) and the underlier supplement (the “underlier supplement”), relating to our Senior Debt Securities, Series H, ofwhich these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them inthe product supplement. In the event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior orcontemporaneousoral statements as well as any other written mate