多伦多道明银行美股招股说明书(2026-08-17版)

The Toronto-Dominion Bank $10,000,000Callable Fixed Rate NotesDue August 18, 2031 The Toronto-Dominion Bank (“TD” or “we”) has offered the Callable Fixed Rate Notes due August 18, 2031 (the “Notes”) described below.CUSIP / ISIN: 89115JDH3 / US89115JDH32 The Notes will accrue interest at a fixed rate of 5.075% per annum from and including the Issue Date to but excluding the Maturity Date. TD will pay interest on the Notes on the 18th calendar day of each February and August (each, an “Interest Payment Date”), commencing onFebruary 18, 2027 and 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 18th calendar day of each February and August (each, an“Optional Call Date”), upon five Business Days’ prior written notice, commencing on August 18, 2028and ending on the Interest Payment Dateimmediately preceding the Maturity Date. Any payments on the Notes are subject to the credit risk of TD. The Notes are unsecured and are notsavings accounts 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) (2)TD Securities (USA) LLC will receive a commission of $7.40 (0.74%) per Note and will use a portion of that commission to allow selling concessions to other dealers inconnection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. 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 one or more steps – intocommon shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and thevariation or extinguishment of the Notes in consequence, and by the application of the laws of the Provinceof Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Actwith respect to the Notes; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontariowith respect to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to inparagraphs (i) and (ii), above, are binding on that holder or beneficial owner despite any provisions in theindenture or the Notes, any other law that governs the Notes and any other agreement, arrangement orunderstanding between that holder or beneficial owner and the Bank with respect to the Notes. Agreement withRespectto the Exercise ofCanadian Bail-inPowers: Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable debtsec