道明银行美股招股说明书(2025-06-04版)

Subject to Completion, Dated June 4, 2025. Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-283969 The Toronto-Dominion Bank$ Digital S&P 500®Index-Linked Notes due The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (expected to be the secondbusiness day after the valuation date) is based on the performance of the S&P 500® Index as measured from the pricing date to andincluding the valuation date (expected to be between 13 and 15 months after the pricing date). If the final level on the valuation date isgreater than or equal to the threshold level of 85.00% of the initial level (equal to the closing level of the index on the pricing date), youwill receive the threshold settlement amount of between $1,069.90 and $1,082.00 (to be determined on the pricing date) for each$1,000 principal amount of your notes. If the final level on the valuation date is less than the threshold level of 85.00% of the initial level,your payment, if any, will be less than the principal amount and you will have a loss equal to the percentage decrease below thethreshold level times the downside multiplier of approximately 1.1765.Specifically, if the final level declines by more than 15.00% To determine your payment at maturity, we will calculate the percentage change of the S&P 500®Index, which is the percentageincrease or decrease in the final level from the initial level. At maturity, for each $1,000 principal amount of your notes, you will receive ●if the percentage change is greater than or equal to -15.00% (the final level is greater than or equal to 85.00% of the initial level),the threshold settlement amount; or●if the percentage change is negative and is below -15.00% (the final level is less than the initial level by more than 15.00%), the The notes do not guarantee the return of principal at maturity. The notes are unsecured and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by theCanada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Any payments on the notes are subject to our credit risk. The notes will not be listed or displayed on any securities You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional RiskFactors” beginning on page P-6 of this pricing supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese notes or determined that this pricing supplement, the product supplement, the underlier supplement or the prospectusis truthful or complete. Any representation to the contrary is a criminal offense. The initial estimated value of the notes at the time the terms of your notes are set on the pricing date is expected to bebetween $951.10 and $981.10 per $1,000 principal amount, which is less than the public offering price listed below.See“Additional Information Regarding the Estimated Value of the Notes” on the following page and “Additional Risk Factors” beginning on Goldman Sachs & Co. LLC TD Securities (USA) LLC Pricing Supplement dated , 2025 The public offering price, underwriting discount and proceeds to TD listed above relate to the notes we issue initially. Wemay decide to sell additional notes after the date of the final pricing supplement, at public offering prices and withunderwriting discounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or We or Goldman Sachs & Co. LLC (“GS&Co.”), or any of our or their respective affiliates, may use this pricing supplementin the initial sale of the notes. In addition, we or GS&Co. or any of our or their respective affiliates may use this pricingsupplement in a market-making transaction in a note after its initial sale.Unless we or GS&Co., or any of our or their respective affiliates, informs the purchaser otherwise in the confirmation of sale, this pricing supplement will beused in a market-making transaction. The final terms for the Notes will be determined on the date the Notes are initially priced for sale to the public, which werefer to as the Pricing Date, based on prevailing market conditions on the Pricing Date, and will be included in the finalpricing supplement. The economic terms of the Notes are based on TD’s internal funding rate (which is TD’s internalborrowing rate based on variables such as market benchmarks and TD’s appetite for borrowing), and several factors,including any sales commissions expected to be paid to TDS, any selling concessions, discounts, commissions or feesexpected to be allowed or paid to non-affiliated intermediaries, the estimated profit that TD or any of TD’s affiliates expectto earn in connection with structuring the Notes, estimated costs which TD may incur in connection with the Notes and anestimate of the difference between the amounts TD pa