道明银行美股招股说明书(2025-06-03版)

◾2-to-1 leveraged upside exposure to increases in the Index, subject to a capped return of 12.00% ◾If the Index declines, but not by more than [6.00% to 10.00%], a return of principal ◾A positive return equal to the absolute value of the percentage decline in the level of the Index only if the Index does not decline by more than[6.00% to 10.00%] (e.g., if the negative return of the Index is -5.00%, you will receive a positive return of +5.00%)◾1-to-1 downside exposure to decreases in the Index beyond a [6.00% to 10.00%] decline, with up to [94.00% to 90.00%] of your principal at risk ◾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 “Structuring the Notes” ◾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 or guaranteed by theCanada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agencyof 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 a conventional debtsecurity, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet,“Additional Risk Factors” on page TS-7 of this term sheet and “Risk Factors” beginning on page PS-7 of product supplement EQUITY LIRN-1 and The initial estimated value of the notes at the time the terms of the notes are set on the pricing date is expected to be between $9.318 and $9.618per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of thisterm sheet and “Structuring the Notes” on page TS-12 of this term sheet for additional information. The actual value of your notes at any time will reflect many None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved ordisapproved of these notes or passed upon the adequacy or accuracy of this document, product supplement EQUITY LIRN-1 or the prospectus. Anyrepresentation to the contrary is a criminal offense. Capped Notes with Absolute Return BufferLinked to the Russell 2000®Index due August, 2026 Summary The Capped Notes with Absolute Return Buffer Linked to the Russell 2000®Index due August, 2026 (the “notes”) are our senior unsecured debt securities,Series H. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directly or indirectly, anobligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The notes will rank equally withall of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk ofTD.The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure, which is the Russell 2000®Index (the “Index”), isgreater than the Starting Value. If the Ending Value is equal to or less than the Starting Value but greater than or equal to the Threshold Value, you will receive The economic terms of the notes (including the Threshold Value) are based on our internal funding rate (which is our internal borrowing rate based onvariables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts, commissions or feesexpected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection with structuring the notes, estimatedcosts which we may incur in connection with the notes and the economic terms of certain related hedging arrangements as discussed further below and under On the cover page of this term sheet, we have provided the initial estimated value range for the notes. The initial estimated value of your notes on the pricingdate will be less than their public offering price. The range of initial estimated values was determined by reference to our internal pricing models, which takeinto account 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 number ofsubjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Because our internal funding rategenerally represents a discount from the levels at which our benchmark debt se