道明银行美股招股说明书(2025-06-02版)

Capped Notes with Absolute Return Buffer Linked to ◾Maturity of approximately 2 years ◾152.20% leveraged upside exposure to increases in the Basket, subject to a capped return of 25.00% ◾A positive return equal to the absolute value of the percentage decline in the level of the Basket only if the Basket does notdecline by more than 10.00% (e.g., if the negative return of the Basket is -5.00%, you will receive a positive return of +5.00%) ◾1-to-1 downside exposure to decreases in the Basket beyond a 10.00% decline, with up to 90.00% of your principal at risk ◾The Basket is comprised of the EURO STOXX 50®Index, the FTSE®100 Index, the Nikkei Stock Average Index, the SwissMarket Index®, the S&P/ASX 200 Index andthe FTSE®China 50 Index. The EURO STOXX 50®Index was given an initialweight of 40.00%, each of the FTSE®100 Index and the Nikkei Stock Average Index was given an initial weight of 20.00%, each ◾All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank ◾No periodic interest payments ◾In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See ◾Limited secondary market liquidity, with no exchange listing ◾The notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not insured orguaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the“FDIC”) or any other governmental agency of Canada, the United States or any other jurisdiction The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and aconventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning onpage TS-7 of this term sheet, “Additional Risk Factors” on page TS-9 of this term sheet and “Risk Factors” beginning on page The initial estimated value of the notes at the time the terms of the notes were set on the pricing date was $9.556 per unit,which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on page None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITYLIRN-1 or the prospectus. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discount Capped Notes with Absolute Return BufferLinked to an International Equity Index Basket due May 28, 2027 Summary The Capped Notes with Absolute Return Buffer Linked to an International Equity Index Basket due May 28, 2027 (the “notes”) are our senior unsecureddebt securities, Series H. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directlyor indirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The noteswill rank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will besubject to the credit risk of TD.The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is theinternational equity index basket described below (the “Basket”), is greater than the Starting Value. If the Ending Value is equal to or less than the The Basket is comprised of the EURO STOXX 50®Index, the FTSE®100 Index, the Nikkei Stock Average Index, the Swiss Market Index®, theS&P/ASX 200 Index, and the FTSE®China 50 Index (each a “Basket Component”). On the pricing date, the EURO STOXX 50®Index was given aninitial weight of 40.00%, each of the FTSE®100 Index and the Nikkei Stock Average Index was given an initial weight of 20.00%, each of the SwissMarket Index®and the S&P/ASX 200 Index was given an initial weight of 7.50% and the FTSE®China 50 Index was given an initial weight of 5.00%.The economic terms of the notes (including the Threshold Value) are based on our internal funding rate (which is our internal borrowing rate based on On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on the pricingdate is less than their public offering price. The initial estimated value was determined by reference to our internal pricing models, which take intoaccount a number of variables, typically including expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate which take into account a number of variables and are based on a numberof subjective assumptions, which are not evaluated or verified on an independent basis and may