多伦多道明银行美股招股说明书(2026-07-20版)

Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two, three, four and five years afterthe pricing date, is at or above the Starting Value ■In the event of an automatic call, the amount payable per unit will be: ■$10.873 if called on the first Observation Date■$11.746 if called on the second Observation Date■$12.619 if called on the third Observation Date■$13.492 if called on the fourth Observation Date■$14.365 if called on the final Observation Date If not called on any of the first four Observation Dates, a maturity of approximately five years If not called but the Index does not decline by more than 15.00%, a return of principal All payments 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 “Structuring the Notes”Limited secondary market liquidity, with no exchange listing ■The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed bythe Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation(the “FDIC”), or any othergovernmental 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 a conventional debtsecurity, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet,“Additional Risk Factors” on page TS-8 of this term sheet and “Risk Factors” beginning on page PS-7 of product supplement EQUITY STR-1and page 1 of the prospectus. The initial estimated value of the notes at the time the terms of the notes were set on the pricing date was $9.638 per unit, which is less thanthe public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and“Structuring the Notes” on page TS-12 of this term sheet for additional information. The actual value of your notes at any time will reflect many factorsand 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 has approved ordisapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY STR-1or the prospectus. Anyrepresentation to the contrary is a criminal offense. BofA SecuritiesJuly 16, 2026 Autocallable Strategic Accelerated Redemption Securities®Linked to the Russell 2000®Index due July 25, 2031 Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the Russell 2000®Index due July 25, 2031 (the “notes”) are our seniorunsecured debt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directlyor indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The noteswill rank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will besubject to the credit risk of TD.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure,which is the Russell 2000®Index (the “Index”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity,if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value, you will receive the principal amount of your notes. If,however, the notes are not called and the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of theprincipal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on theperformance of the Index, subject to our credit risk. See “Terms of the Notes” below. The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate (which is our internal borrowingrate based on variables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts,commissions or fees expected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection withstructuring the notes, estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangementsas discussed further below and under “Structuring the Notes” on page TS-12. On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on th