道明银行美股招股说明书(2026-01-16版)

In the event of an automatic call, the amount payable per unit will be:■[$10.725 to $10.825] if called on the first Observation Date■[$11.450 to $11.650] if called on the second Observation Date All payments 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” The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed bythe Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any othergovernmental 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 a conventional debtsecurity, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet andbeginning on page PS-7 of product supplement EQUITY STR-1 and page 1 of the prospectus. 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 $9.285and$9.585per unit, which is less than the public offering price listed below.See “Summary” on the following page, “Risk Factors” beginning on pageTS-7 of this term sheet and “Structuring the Notes” on page TS-18 of this term sheet for additional information. The actual value of your notes at any time 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 STR-1or the prospectus. Anyrepresentation to the contrary is a criminal offense. Autocallable Strategic Accelerated Redemption Securities Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500®Index due January, 2029 (the “notes”) are our senior unsecureddebt securities. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directly orindirectly, an obligation of any third party. The notes are not bail-inable debt securities (as defined in the prospectus) under the CDIC Act.The notes willrank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal, will be subjectto the credit risk of TD.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure, which isthe S&P 500® The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate (which is our internal borrowingrate based on variables such as market benchmarks and our appetite for borrowing) and several factors, including selling concessions, discounts,commissions or fees expected to be paid in connection with the offering of the notes, the estimated profit that we expect to earn in connection withstructuring the notes, estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangements 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 thepricing date will be less than their public offering price. The range of initial estimated values was determined by reference to our internal pricing models,which take into account a number of variables, typically including expected volatility of the Market Measure, interest rates (forecasted, current andhistorical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate which take into account a number of variables andare based on a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize.Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, Terms of the Notes Payment Determination Automatic Call Provision: Issuer:The Toronto-Dominion Bank (“TD”)PrincipalAmount:$10.00 per unitTerm:Approximately three years, if not called on eitherof the first two Observation DatesMarket Measure:The S&P 500®Index(Bloomberg symbol:“SPX”), a price return indexStarting Value:The closing level of the Market Measure on thepricing dateObservationLevel:The closing level of the Market Measure on anyObservation DateEnding Value:The Observation Level of the Index on the finalObservation DateObservationDates:On or about February, 2027, January, 2028and January, 2029TheObservationDatesaresubjecttopostponement in the event of Market DisruptionEvents, as described on page PS-28 of product Redemption