道明银行美股招股说明书(2026-02-13版)

The Toronto-Dominion Bank $760,000Capped Notes Linked to the common stock of Marvell Technology, Inc. The Toronto-Dominion Bank (“TD” or “we”) has offered the Capped Notes (the “Notes”) linked to the performance of the common stockof Marvell Technology, Inc. (the “Reference Asset”) described below. The Notes provide unleveraged participation in the positive return of the Reference Asset if the value of the Reference Asset increasesfrom the Initial Value to the Final Value, subject to the Maximum Redemption Amount of $1,343.00. Investors will receive their PrincipalAmount at maturity if the Final Value isequal to or less thanthe Initial Value.Payment on the Notes is subject to our credit risk. The Payment at Maturity will be greater than the Principal Amount only if the Final Value is greater than the Initial Value.Payment on the Notes is subject to our credit risk. 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 of Canada or the United States. The Notes will not be listed or displayed on any securities exchange or electronic The Notes have complex features and investing in the Notes involves a number of risks. See “Additional Risk Factors”beginning on page P-6 of this pricing supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-7 ofthe product supplement MLN-ES-ETF-1 dated February 26, 2025 (the “product supplement”) and “Risk Factors” on page 1 of Neitherthe Securities and Exchange Commission(the“SEC”)nor any state securities commission has approved ordisapproved of these Notes or determined that this pricing supplement, the product supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on the Issue Date, againstpayment in immediately available funds. The estimated value of your Notes at the time the terms of your Notes were set on the Pricing Date was $980.30 per Note, asdiscussed further under “Additional Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page P-6 and 1TD will periodically pay one or more unaffiliated dealers a structuring fee and/or marketing fee of $10.00 per Note with respect to all of the Notes. TDwill reimburse TD Securities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the Notes, and TD will pay TDSa fee in connection with its role in the offer and sale of the Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein. The public offering price, underwriting discount and proceeds to TD listed above relate to the Notes we issue initially. We may decide to sell additionalNotes after the date of this pricing supplement, at public offering prices and with underwriting discounts and proceeds to TD that differ from the amountsset forth above. Any return on your investment in the Notes will depend in part on the public offering price you pay for such Notes. TD SECURITIES (USA) LLC Summary The information in this “Summary” section is qualified by the more detailed information set forth in this pricing supplement, the productsupplement and the prospectus. Additional Terms of Your Notes You should read this pricing supplement together with the prospectus, as supplemented by the product supplement MLN-ES-ETF-1 (the“product supplement”), relating to our Senior Debt Securities, Series H of which these Notes are a part. Capitalized terms used but notdefined in this pricing supplement will have the meanings given to them in the product supplement. In the event of any conflict thefollowing hierarchy will govern: first, this pricing supplement; second, the product supplement; and last, the prospectus.The Notes vary This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior orcontemporaneousoral statements as well as any other written materials including preliminary or indicative pricing terms,correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. Youshould carefully consider, among other things, the matters set forth in “Additional Risk Factors” herein, “Additional Risk Factors Specific ■Prospectus dated February 26, 2025:http://www.sec.gov/Archives/edgar/data/947263/000119312525036639/d931193d424b5.htm ■Product Supplement MLN-ES-ETF-1 dated February 26, 2025:http://www.sec.gov/Archives/edgar/data/947263/000114036125006132/ef20044456_424b3.htm Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the “Bank,” “we,” “us,” or “our”refers to The Toronto-Dominion Bank and its subsidiaries. We reserve the right