道明银行美股招股说明书(2025-07-23版)

The notes do not bear interest.The amount that you will be paid on your notes on the maturity date (expected to be the second business day after the valuation date) is based on the performance of the common stock of NVIDIA Corporation (the reference asset)as measured from the pricing date to and including the valuation date (expected to be between 13 and 15 months after the pricing date). If the final price on the valuation date is greater than or equal to the threshold price of 80.00% of the initial price (equal to theclosing price of the reference asset on the pricing date), you will receive the threshold settlement amount of between $1,196.30 and$1,230.30 (to be determined on the pricing date) for each $1,000 principal amount of your notes. If the final price on the valuation date is less than the threshold price of 80.00% of the initial price, your payment, if any, will be less than the principal amount.Specifically, ifthe final price declines by more than 20.00% from the initial price, you will lose 1% of the principal amount of your notes for every 1% that the final price has declined from the initial price. You may lose your entire principal amount.To determine your payment at maturity, we will calculate the percentage change of the reference asset, which is the percentageincrease or decrease in the final price from the initial price. At maturity, for each $1,000 principal amount of your notes, you will receivean amount in cash, if anything, equal to:●if the percentage change is greater than or equal to -20.00% (the final price is greater than or equal to 80.00% of the initial price),the threshold settlement amount; or 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 exchange or electronic communications network.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 of 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 be between $939.60 and $969.60 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 onpage P-6 of this document for additional information. The actual value of your notes at any time will reflect many factors and cannot be Public Offering PriceUnderwriting Discount1Proceeds to TD $•$•$•See “Supplemental Plan of Distribution (Conflicts of Interest)” herein for additional information. TD Securities (USA) LLCGoldman Sachs & Co. LLC 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 be used in a market-makingtransaction. The final terms for the Notes will be determined on the date the Notes are initially priced for sale to the public, which we refer toas the Pricing Date, based on prevailing market conditions on the Pricing Date, and will be included in the final pricingsupplement. The economic terms of the Notes are based on TD’s internal funding rate (which is TD’s internal borrowing ratebased on variables such as market benchmarks and TD’s appetite for borrowing), and several factors, including any salescommissions expected to be paid to TDS, any selling concessions, discounts, commissions or fees expected to be allowed or structuring the Notes, estimated costs which TD may incur in connection with the Notes and an estimate of the differencebetween the amounts TD pays to GS&Co. or an affiliate and the amounts that GS&Co. or an affiliate pays to us in connectionwith hedging your Notes as described further under “Supplemental Plan of Distribution (Conflicts of Interest)” herein. Because securities trade in the secondary market is expected to have an adverse effect on the economic terms of the Notes. On the coverpage of this pricing supplement, TD has provided the initial estimated value range for the Notes. This range of estimated valueswas determined by reference to TD’s internal pricing models which take into account a number of variables and are based on anumber of assumptions, which may or may not materialize, typically including volatility, interest rates (forecasted, current andhistorical rates), price-sensitivity analysis, time to maturity of the Notes and TD’