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多伦多道明银行美股招股说明书(2026-08-05版)

2026-08-05 美股招股说明书 Joker Chan

The Toronto-Dominion Bank (TD) is offering Callable Fixed Rate Notes due August 11, 2031, with a fixed interest rate of 5.25% per annum. Interest will be paid on the 11th calendar day of each August, commencing on August 11, 2027, and ending on the Maturity Date or Optional Call Date (if applicable).

Key Features and Risks:

Callable: TD has the option to redeem the Notes on any Optional Call Date, potentially before the Maturity Date.
Credit Risk: Investors are subject to TD's credit risk, and a decrease in TD's credit ratings or an increase in credit spreads could adversely affect the Notes' market value.
Bail-inable: The Notes are bail-inable debt securities under the Canada Deposit Insurance Corporation (CDIC) Act. In the event of a CDIC intervention, the Notes may be converted into common shares of TD or its affiliates, potentially resulting in a loss of investment.
Early Redemption: The Notes can be redeemed early by TD if the interest rate on the Notes is higher than the interest rate on comparable instruments in the market.
Liquidity Risk: The Notes may not have an active secondary market, and selling them before maturity could result in significant losses due to high transaction costs and potential discounts from the Issue Price.
Taxation:
- U.S. Federal Income Tax: The Notes are expected to be treated as indebtedness for U.S. federal income tax purposes, with interest payments taxed as ordinary income. Gain or loss upon disposition may be treated as capital gain or loss.
- Canadian Federal Income Tax: For non-resident holders, interest payments are generally not subject to Canadian non-resident withholding tax unless they meet certain conditions. Dividends paid on common shares acquired upon conversion are subject to a 25% withholding tax.

Underwriting and Distribution:

TD Securities (USA) LLC, an affiliate of TD, is acting as the agent for the sale of the Notes.
The Underwriter may initially buy or sell the Notes in the secondary market at a price exceeding the secondary market value for a temporary period due to potential cost reimbursements to investors.
TD Securities (USA) LLC will receive a commission of up to $33.50 per Note.
The Notes are not intended for retail investors in the European Economic Area (EEA) or the United Kingdom (UK).

Investment Considerations:

Investors should carefully consider the risks associated with the Notes, particularly credit risk, bail-in risk, and liquidity risk.
Consultation with investment, legal, tax, and accounting advisors is recommended to assess the suitability of the Notes based on individual circumstances.

Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969The 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.Subject to Completion. Dated August 5, 2026. Pricing Supplement dated, 2026 to theProspectus Supplement dated February 26, 2025 andProspectus dated February 26, 2025 The Toronto-Dominion Bank $•Callable Fixed Rate NotesDue August 11, 2031 The Toronto-Dominion Bank (“TD” or “we”) is offering the Callable Fixed Rate Notes due August 11, 2031 (the “Notes”) described below.CUSIP / ISIN: 89115JDG5 / US89115JDG58 The Notes will accrue interest at a fixed rate of 5.25% per annum from and including the Issue Date to but excluding the Maturity Date. TD will pay interest on the Notes on the 11th calendar day of each August (each, an “Interest Payment Date”), commencing on August 11, 2027and ending on the Maturity Date or Optional Call Date (if applicable). TD may, at its option, elect to redeem the Notes in whole, but not in part, on the 11th calendar day of each August (each, an “Optional CallDate”), upon five Business Days’ prior written notice, commencing on August 11, 2027and ending on the Interest Payment Date immediatelypreceding the Maturity Date. Any payments on the Notes are subject to the credit risk of TD. The Notes are unsecured and are not savingsaccounts or insured deposits of a bank. The Notes are not insured or guaranteed by the Canada Deposit Insurance Corporation (the “CDIC”),the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Notes are bail-inable debt securities (as defined in the prospectus) and subject to conversion in whole or in part – by means of atransaction or series of transactions and in one or more steps – into common shares of TD or any of its affiliates under subsection 39.2(2.3) ofthe Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to theapplication of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Actwith respect to the Notes. See “Description of the Debt Securities―Special Provisions Related to Bail-inable Debt Securities”, “Canadian BankResolution Powers” and “Risk Factors—Risks Related to the Bank’s Bail-inable Debt Securities” in the accompanying prospectus. The Notes will not be listed or displayed on any securities exchange or any electronic communications network. Investment in the Notes involves a number of risks. See “Additional Risk Factors” beginning on page P-6 of this pricing supplement,“Risk Factors” beginning on page S-4 of the prospectus supplement dated February 26, 2025 (the “prospectus supplement”) and“Risk Factors” beginning on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these Notes or determined that this pricing supplement, the prospectus 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 inimmediately available funds.(1)(1)(2)(2) (1)Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. Thepublic offering price for investors purchasing the Notes in these accounts may be as low as $970.00 (97.00%) per Note. (2)TD Securities (USA) LLC will receive a commission of up to $33.50 (3.35%) per Note and may use all or a portion of that commission to allow selling concessions toother dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The total“Underwriting Discount” and “Proceeds to TD” to be specified above will reflect the aggregate of the Underwriting Discount per Note at the time TD established anyhedge positions on or prior to the Pricing Date, which may be variable and fluctuate depending on market conditions at such times. See “Supplemental Plan ofDistribution (Conflicts of Interest)” herein. TD Securities (USA) LLC Summary The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, theprospectus supplement and the prospectus. By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to(i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes, inwhole or in part – by means of a transaction or series of transactions and in

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多伦多道明银行美股招股说明书(2026-08-05版)

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