道明银行美股招股说明书(2025-05-27版)

The Toronto-Dominion Bank$4,191,000 Leveraged Capped Buffered MSCI EAFE®Index-Linked Notes due April 9, 2027 The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (April 9, 2027) is based on theperformance of the MSCI EAFE®Index as measured from the pricing date (May 22, 2025)to and including the valuation date (April 7, 2027). If the final level on the valuation date is greater than the initial level of 2,575.15, the return on your notes will be positive, subjectto the maximum payment amount of $1,196.00 for each $1,000 principal amount of your notes. If the final level declines by up to15.00% from the initial level, you will receive the principal amount of your notes.If the final level declines by more than 15.00% fromthe initial level, the return on your notes will be negative and you will lose approximately 1.1765% of the principal amount of To determine your payment at maturity, we will calculate the percentage change of the MSCI EAFE®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 positive (the final level is greater than the initial level), thesumof (i) $1,000plus(ii) theproductof (a)$1,000times(b) 250.00%times(c) the percentage change, subject to the maximum payment amount; ●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%), thesum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the downside multiplier of approximately 117.65% times (c) the sum ofthe percentage change plus 15.00%.You will receive less than the principal amount of your notes. 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 or You should read the disclosure herein to better understand the terms and risks of your investment. See “Additional RiskFactors” beginning on page P-7 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 were set on the pricing date was $981.40 per $1,000principal amount, which is less than the public offering price listed below.See “Additional Information Regarding the EstimatedValue of the Notes” on the following page and “Additional Risk Factors” beginning on page P-7 of this document for additional TD Securities (USA) LLC 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 this pricing supplement, at public offering prices and with underwritingdiscounts and proceeds to TD that differ from the amounts set forth above. The return (whether positive or negative) on We, TD Securities (USA) LLC (“TDS”) or any of our affiliates, may use this pricing supplement in the initial sale of thenotes. In addition, we, TDS or any of our affiliates may use this pricing supplement in a market-making transaction in anote after its initial sale.Unless we, TDS or any of our affiliates informs the purchaser otherwise in the confirmation Additional Information Regarding the Estimated Value of the Notes The final terms for the Notes were determined on the Pricing Date, based on prevailing market conditions, and are setforth in this pricing supplement. The economic terms of the Notes are based on TD’s internal funding rate (which is TD’sinternal borrowing rate based on variables such as market benchmarks and TD’s appetite for borrowing), and severalfactors, including any sales commissions expected to be paid to TDS, any selling concessions, discounts, commissions orfees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that TD or any of TD’s affiliatesexpect to earn in connection with structuring the Notes, the estimated cost TD may incur in hedging its obligations underthe Notes and the estimated development and other costs which TD may incur in connection with the Notes. BecauseTD’s internal funding rate generally represents a discount from the levels at which TD’s benchmark debt securities trade inthe secondary market, the use of an internal funding rate for the Notes rather than the levels at which TD’s benchmarkdebt securities trade in the secondary market is expected to have had an adverse effect on the economic terms of theNotes. On the cover pag