多伦多道明银行美股招股说明书(2026-07-01版)

■Automatically callable if the closing level of the Index on any Observation Date, occurring approximately one, two, three, four and five years afterthe pricing date, is at or above the Starting Value ■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 ■[$12.175 to $12.475] if called on the third Observation Date ■[$12.900 to $13.300] if called on the fourth Observation Date ■[$13.625 to $14.125] if called on the final Observation Date ■If not called on any of the first four Observation Dates, a maturity of approximately five years ■If not called but the Index does not decline by more than 15.00%, a return of principal ■If not called, 1-to-1 downside exposure to decreases in the Index beyond a 15.00% decline, with up to 85.00% of your principal amount at risk ■All payments are subject to the credit risk of The Toronto-Dominion Bank ■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 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 other governmentalagency 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,“Additional Risk Factors” on page TS-8 of this term sheet and “Risk Factors” beginning on page PS-7 of product supplement EQUITY STR-1and 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 $8.989and$9.289 per 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-13 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 Russell 2000®Index due July, 2031 (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 is theRussell 2000®Index (the “Index”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity, if the EndingValue is less than the Starting Value but greater than or equal to the Threshold Value, you will receive the principal amount of your notes. If, however, thenotes are not called and the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of the principal amount of 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 Measur