The Toronto-Dominion Bank (TD) has offered Autocallable Contingent Interest Barrier Notes linked to the least performing of the Dow Jones Industrial Average® (INDU), the Russell 2000® Index (RTY), and the S&P 500® Index (SPX). The Notes will pay a Contingent Interest Payment at a rate of 8.20% per annum if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (80.00% of its Initial Value). 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 payable.
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 its Call Threshold Value (100.00% of its Initial Value). If the Notes are automatically called, TD will pay a cash payment per Note equal to the Principal Amount ($1,000), plus any Contingent Interest Payment otherwise due and any previously unpaid Contingent Interest Payment(s) pursuant to the Memory Interest Feature. No further amounts will be owed under the Notes.
If the Notes are not automatically called, the amount paid at maturity, in addition to any Contingent Interest Payment(s) otherwise due, if anything, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (its “Final Value”) relative to its Barrier Value (70.00% of its Initial Value):
- If the Final Value of each Reference Asset is greater than or equal to its Barrier Value: the Principal Amount of $1,000.
- 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 loss on their initial investment that is equal to the percentage decline of the Reference Asset with the lowest Percentage Change from its Initial Value to its Final Value (the “Least Performing Reference Asset”). Specifically, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing Reference Asset is less than its Initial Value, and may lose the entire Principal Amount.
The Notes do not guarantee the payment of any Contingent Interest Payments or the return of the Principal Amount. Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date) and any decline 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 other Reference 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.
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 Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes will not 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, including:
- Return Characteristics: The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment. The potential positive return on the Notes is limited to any Contingent Interest Payments paid, if any. The return may be less than the return on a conventional debt security of comparable maturity.
- Reference Asset Characteristics: There are market risks associated with each Reference Asset. Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date (including the Final Valuation Date). The Notes are linked to the least performing Reference Asset, increasing the risk of no Contingent Interest Payments and losing a significant portion or all of the initial investment.
- Estimated Value and Liquidity: The estimated value of the Notes is less than the public offering price. The estimated value is based on TD’s internal funding rate and pricing models, which may prove to be inaccurate. There may not be an active trading market for the Notes, and sales in the secondary market may result in significant losses.
- Hedging Activities and Conflicts of Interest: There are potential conflicts of interest between investors and the Calculation Agent, as well as between investors and TD or its affiliates due to hedging activities and other business relationships.
- General Credit Characteristics: Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the Notes.
- Taxation: Significant aspects of the tax treatment of the Notes are uncertain, particularly for U.S. holders.
The estimated value of the Notes at the time the terms were set on the Pricing Date was $963.30 per Note, as discussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” and “Additional Information Regarding the Estimated Value of the Notes” in this pricing supplement. The estimated value is less than the public offering price of the Notes.
Pricing Supplement dated July 27, 2026 to theProduct Supplement MLN-EI-1 dated February 26, 2025,Underlier Supplement dated February 26, 2025 andProspectus dated February 26, 2025
The Toronto-Dominion Bank
$1,436,000Autocallable Contingent Interest Barrier Notes with Memory Interest Linked to the Least Performing of the Dow JonesIndustrial Average®, the Russell 2000®Index and the S&P 500®Index Due August 1, 2029
The Toronto-Dominion Bank (“TD” or “we”) has offered the Autocallable Contingent Interest Barrier Notes with Memory Interest (the “Notes”) linked to the leastperforming of the Dow Jones Industrial Average®, the Russell 2000®Index and the S&P 500®Index (each, a “Reference Asset” and together, the “ReferenceAssets”).
The Notes will pay a Contingent Interest Payment, plus any previously unpaid Contingent Interest Payment(s) with respect to any previous Contingent InterestObservation Date(s) pursuant to the Memory Interest Feature, on a Contingent Interest Payment Date (including the Maturity Date) at a per annum rate of 8.20%(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 toits Contingent Interest Barrier Value, which is equal to 80.00% 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 be payable on the related Contingent Interest Payment 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 its Call ThresholdValue, 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 “CallPayment Date”), we will pay a cash payment per Note equal to the Principal Amount, plus any Contingent Interest Payment otherwise due and any previouslyunpaid Contingent Interest Payment(s) with respect to any previous Contingent Interest Observation Date(s) pursuant to the Memory Interest Feature. No furtheramounts will be owed under the Notes. If the Notes are not automatically called, the amount we pay at maturity, in addition to any Contingent Interest Payment(s)otherwise due, if anything, will depend on the Closing Value of each Reference Asset on its Final Valuation Date (each, its “Final Value”) relative to its BarrierValue, which is equal to 70.00% of its Initial Value, calculated as follows:
●If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:the Principal Amount of $1,000●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 Notesare subject to our credit risk.
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 inthe Notes. Any payments on the Notes are subject to our credit risk.
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 Comm