多伦多道明银行美股招股说明书(2026-07-08版)

Maturity of approximately 5 years■100.00% participation in increases in the Basket, subject to a capped return of [45.00% to 55.00%]■If the Basket is flat or decreases, payment at maturity will be the principal amount■The Basket will be comprised of the Dow Jones Industrial Average®, the EURO STOXX 50®Index and TOPIX (each a “BasketComponent” and collectively, the “Basket Components”). Each Basket Component will be given an approximately equal weight.■All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank■No periodic interest payments■In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuringthe Notes”■Limited secondary market liquidity, with no exchange listing■The notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not insured orguaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”),or any other governmental agency of Canada, the United States or any other jurisdiction The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and aconventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on pageTS-6 of this term sheet and beginning on page PS-7 of product supplement EQUITY MITTS-1. The initial estimated value of the notes at the time the terms of the notes are set on the pricing date is expected to be between$8.866 and $9.166 per unit, which is less than the public offering price listed below.See “Summary” on the following page, “RiskFactors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-24 of this term sheet for additional information.The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy. None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this document, product supplement EQUITYMITTS-1 or the prospectus. Any representation to the contrary is a criminal offense. (1)For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with theinvestor’s household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.20 perunit, respectively. See “Supplement to the Plan of Distribution (Conflicts of Interest)” below. The notes: BofA SecuritiesJuly, 2026 Market Index Target-Term Securities® Summary The Market Index Target-Term Securities®Linked to a Global Equity Index Basket, due July, 2031 (the “notes”) are our senior unsecured debt securities. Thenotes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directly or indirectly, an obligation of anythird party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The notes will rank equally with all of our othersenior unsecured debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of TD.The notesprovide you with 100.00% participation in increases in the Market Measure, which is the global equity index basket described below (the “Basket”), subject to acap. If the Basket decreases, you will receive only the principal amount of your notes. Any payments on the notes will be calculated based on the $10 principalamount per unit and will depend on the performance of the Basket, subject to our credit risk. See “Terms of the Notes” below. The Basket will be comprised of the Dow Jones Industrial Average®, the EURO STOXX 50®Index, and TOPIX (each a “Basket Component”). Each BasketComponent will be given an approximately equal weight on the pricing date, as described under “The Basket” on page TS-8. The economic terms of the notes (including the Capped Value) are based on our internal funding rate, (which is our internal borrowing rate based on variablessuch as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts, commissions or fees expected to bepaid in connection with the offering of the notes, the estimated profit that we expect to earn in connection with structuring the notes, estimated costs which wemay incur in connection with the notes and the economic terms of certain related hedging arrangements as discussed further below and under “Structuring theNotes” on page TS-24. On the cover page of this term sheet, we have provided the initial estimated value range for the notes. The initial estimated value of your notes on the pricingdate will be less than their public offering price. The range of initial estimated values was determined b