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September 2026
Pricing Supplement
Dated September 4, 2026
Registration Statement No. 333-283969
Filed pursuant to Rule 424(b)(2)
(To Prospectus dated February 26, 2025
Product Supplement MLN-ES-ETF-1 dated February 26, 2025)
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SUMMARY TERMS
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Issuer:
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The Toronto-Dominion Bank (“TD”)
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Issue:
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Senior Debt Securities, Series H
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Underlying stocks:
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Common Stock of CrowdStrike Holdings, Inc. (Bloomberg Ticker: CRWD UW, the “CRWD”)
Common Stock of Palo Alto Networks, Inc. (Bloomberg Ticker: PANW UW, the “PANW”)
Common Stock of Palantir Technologies Inc. (Bloomberg Ticker: PLTR UW, the “PLTR”)
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Aggregate principal
amount:
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$1,000,000
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Stated principal amount:
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$1,000.00 per security
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Issue price:
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$1,000.00 per security (see “Commissions and issue price” below)
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Minimum investment:
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$1,000.00 (1 security)
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Coupon:
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None
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Pricing date:
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September 4, 2026
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Original issue date:
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September 10, 2026 (3 business days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required
to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade securities in the secondary market on any date prior to one business day before delivery will be
required, by virtue of the fact that the securities will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
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Maturity date:
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September 7, 2029, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
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Early redemption:
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If the closing prices of all of the underlying stocks on any determination date other than the final determination date are greater than or equal to their
respective initial share prices, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been
redeemed.
The securities will not be redeemed early on any early redemption date if the closing price of any underlying stock is less than its initial share price on the related
determination date.
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Determination dates, Early
redemption dates and
Early redemption payment
per security:
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The early redemption payment will be an amount in cash per security (corresponding to a return of approximately 41.30% per annum) for each determination date as set forth below.
No further payments will be made on the securities once they have been redeemed.
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Determination Dates*
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Early Redemption Dates
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Early Redemption
Payment per security
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Determination Dates*
(cont.)
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Early Redemption Dates
(cont.)
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Early Redemption
Payment per security
(cont.)
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September 14, 2027
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September 17, 2027
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$1,413.000
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September 5, 2028
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September 8, 2028
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$1,826.000
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October 4, 2027
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October 7, 2027
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$1,447.417
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October 4, 2028
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October 10, 2028
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$1,860.417
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November 4, 2027
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November 9, 2027
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$1,481.833
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November 6, 2028
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November 9, 2028
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$1,894.833
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December 6, 2027
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December 9, 2027
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$1,516.250
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December 4, 2028
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December 7, 2028
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$1,929.250
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January 4, 2028
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January 7, 2028
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$1,550.667
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January 4, 2029
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January 9, 2029
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$1,963.667
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February 4, 2028
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February 9, 2028
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$1,585.083
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February 5, 2029
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February 8, 2029
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$1,998.083
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March 6, 2028
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March 9, 2028
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$1,619.500
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March 5, 2029
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March 8, 2029
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$2,032.500
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April 4, 2028
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April 7, 2028
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$1,653.917
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April 4, 2029
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April 9, 2029
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$2,066.917
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May 4, 2028
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May 9, 2028
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$1,688.333
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May 4, 2029
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May 9, 2029
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$2,101.333
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June 5, 2028
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June 8, 2028
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$1,722.750
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June 4, 2029
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June 7, 2029
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$2,135.750
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July 5, 2028
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July 10, 2028
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$1,757.167
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July 5, 2029
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July 10, 2029
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$2,170.167
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August 4, 2028
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August 9, 2028
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$1,791.583
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August 6, 2029
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August 9, 2029
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$2,204.583
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September 4, 2029(the
“final determination date”)
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Not applicable – See “Payment at maturity per security”
below
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* Subject to postponement for non-trading days and certain market disruption events (as described under “General Terms
of the Notes — Market Disruption Events” and “— Valuation Date(s)” in the accompanying product supplement).
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Payment at maturity per
security:
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If the securities are not automatically redeemed prior to maturity, you will receive at maturity a cash payment per security as follows:
■ If the final
share prices of all of the underlying stocks are greater than or equal to their respective trigger prices:
$2,239.00
■ If the final
share price of any underlying stock is less than its trigger price:
$1,000.00 + ($1,000.00 × underlying return of the worst performing underlying stock)
If the final share price of any underlying stock is less than its trigger price, you will lose 1% for every 1% that the final share price of the
worst performing underlying stock falls below its initial share price and you could lose up to your entire investment in the securities.
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Underlying return:
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(final share price − initial share price) / initial share price
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Trigger price: (1)
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$127.86, which is equal to 60% of the initial share price of CRWD
$199.956, which is equal to 60% of the initial share price of PANW
$104.598, which is equal to 60% of the initial share price of PLTR
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Initial share price: (1)
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$213.10, which is the closing price of CRWD on the pricing date
$333.26, which is the closing price of PANW on the pricing date
$174.33, which is the closing price of PLTR on the pricing date
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Worst performing
underlying stock:(1)
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The underlying stock with the lowest underlying return
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Final share price: (1)
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With respect to each underlying stock, the closing price on the final determination date
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CUSIP/ISIN:
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89115NFJ8 / US89115NFJ81
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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Calculation agent:
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TD
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Agent:
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TD Securities (USA) LLC (“TDS”), an affiliate of TD. See “Additional Information About the Securities — Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if
any).”
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Estimated price on the
pricing date:
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The estimated value of your securities at the time the terms of your securities were set on the pricing date was $905.50 per security, as discussed further under “Risk Factors — Risks Relating to Estimated Value and Liquidity”
beginning on page 11 and “Additional Information About the Securities — Additional information regarding the estimated value of the securities” herein. The estimated value is less than the public offering price of the securities.
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Commissions and issue
price:
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Price to Public(2)
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Fees and Commissions(2)
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Proceeds to Issuer
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Per
security:
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$1,000.00
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$22.50(a)
+ $5.00(b)
$27.50
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$972.50
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Total:
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$1,000,000.00
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$27,500.00
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$972,500.00
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(1)
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As determined by the calculation agent and as may be adjusted as described under “General Terms of the Notes —
Unavailability of the Level of, or Change in Law Event Affecting, the Reference Asset; Modification to Method of Calculation”, as described in the accompanying product supplement.
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(2)
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TDS has agreed to purchase the securities from TD at the price to public less a fee of $27.50 per security. TDS has agreed to resell all of the securities to Morgan Stanley Smith
Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects:
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(a) |
a fixed sales commission of $22.50 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and
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(b)
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a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells,
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Product Supplement MLN-ES-ETF-1 dated February 26, 2025:
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Prospectus dated February 26, 2025:
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Maturity:
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Approximately 3 years
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Automatic early redemption:
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If, on any determination date other than the final determination date, the closing prices of all of the
underlying stocks are greater than or equal to their respective initial share prices, the securities will be automatically redeemed for the early redemption payment on the related early
redemption date.
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Early redemption payment:
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The early redemption payment will be an amount in cash per security equal to the early redemption payment applicable to that determination date
(corresponding to a return of approximately 41.30% per annum).
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Payment at maturity:
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If the securities are not automatically redeemed prior to maturity, you will receive at maturity a cash payment per security as follows:
■ If the final share prices of all of the underlying stocks are greater than or equal to their respective trigger prices:
$2,239.00
■ If the final share price of any underlying stock is less than its trigger price:
$1,000.00 + ($1,000.00 × underlying return of the worst performing underlying stock)
If the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than
its trigger price, you will lose 1% for every 1% that the final share price of the worst performing underlying stock falls below its initial share price and you could lose up to your entire investment in the securities.
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Trigger price:
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With respect to each underlying stock, 60% of its initial share price
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Scenario 1:
The securities are redeemed
prior to maturity
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If the closing prices of all the underlying stocks are greater than or equal to their respective initial share prices on any determination date other than the final
determination date, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date, corresponding to a return of approximately 41.30% per annum.
Investors do not participate in any increase of any underlying stock.
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Scenario 2:
The securities are not
redeemed prior to maturity
and investors receive a fixed
positive return at maturity
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If the closing price of any underlying stock is less than its initial share price on each determination date prior to the
final determination date, the securities will not be automatically redeemed.
If the securities are not automatically redeemed prior to maturity and the final share prices of all of the underlying
stocks are greater than or equal to their respective trigger prices, the payment at maturity for each security will be equal to $2,239.00 per security, corresponding to a return of
approximately 41.30% per annum.
Investors do not participate in any increase of any underlying stock.
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Scenario 3:
The securities are not
redeemed prior to maturity
and investors suffer a
significant loss of principal at
maturity
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If the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than its trigger price, at maturity you
will receive significantly less than the stated principal amount per security, if anything, resulting in a percentage loss of your investment equal to the underlying return of the worst performing underlying stock.
For example, if the underlying return of the worst performing underlying stock is -35%, each security will redeem for $650.00, or 65% of the stated principal amount.
There is no minimum payment on the securities and you could lose up to your entire investment in the securities.
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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You fully understand and are willing to accept the risks of an investment in the securities, including the risk that you may lose up to 100% of your investment in the securities
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You can tolerate a loss of some or all of your investment and are willing to make an investment that, if the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than
its trigger price, has the same downside market risk as that of a direct investment in the worst performing underlying stock
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You understand and accept that the securities are not linked to a basket of the underlying stocks and that you will be exposed to the market risk of each underlying stock
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You believe that the closing price of each underlying stock will be greater than or equal to its initial share price on any determination date other than the final determination date or greater than or equal to its trigger price on
the final determination date, and understand and accept that you will not benefit from any appreciation in any underlying stock beyond the return represented by the applicable fixed return
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You can tolerate fluctuations in the market prices of the securities prior to maturity that may be similar to or exceed the fluctuations in the prices of the underlying stocks
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You do not seek current income from your investment and are willing to forgo any dividends paid on the underlying stocks
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You are willing and able to invest in securities that may be redeemed prior to the maturity date, you are otherwise willing and able to hold such securities to maturity, a term of approximately 3 years, and you accept that there may
be little or no secondary market for the securities
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You understand and are willing to accept the risks associated with the underlying stocks
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■
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You are willing to assume the credit risk of TD for all payments under the securities, and you understand that if TD defaults on its obligations you may not
receive any amounts due to you including any repayment of principal
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You do not fully understand or are unwilling to accept the risks of an investment in the securities, including the risk that you may lose up to 100% of your investment
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■
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You require an investment that provides for full or at least partial protection against loss of principal
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You cannot tolerate a loss of some or all of your investment, or you are not willing to make an investment that, if the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is
less than its trigger price, has the same downside market risk as that of a direct investment in the worst performing underlying stock
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You believe that the closing price of at least one underlying stock will be less than its initial share price on each determination date prior to the final determination date and, if the securities are not automatically redeemed
prior to maturity, that the final share price of at least one underlying stock will be less than its trigger price
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You do not understand or cannot accept that the securities are not linked to a basket of the underlying stocks and that you will be exposed to the market risk of each underlying stock on each determination date
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You do not understand or cannot accept that the risks of each underlying stock are not mitigated by the performance of any other underlying stock, or you cannot accept the risks of investing in securities with a return based on the
worst performing underlying stock
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You seek an investment that participates in the increase in the price of the underlying stocks or that has an unlimited return potential
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You cannot tolerate fluctuations in the market price of the securities prior to maturity that may be similar to or exceed the fluctuations in the prices of the underlying stocks
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You seek current income from your investment or prefer to receive the dividends paid on the underlying stocks
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You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, you are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 3 years, or you seek an investment for
which there will be an active secondary market
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You do not understand or are not willing to accept the risks associated with the underlying stocks
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■
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You are not willing to assume the credit risk of TD for all payments under the securities, including any repayment of principal
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Stated principal amount:
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$1,000.00 per security
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Hypothetical initial share
price:
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Underlying Stock A:
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$100
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Underlying Stock B:
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$100
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Underlying Stock C:
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$100
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Hypothetical trigger price:
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Underlying Stock A:
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$60, which is 60% of its hypothetical initial share price
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Underlying Stock B:
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$60, which is 60% of its hypothetical initial share price
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Underlying Stock C:
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$60, which is 60% of its hypothetical initial share price
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Early redemption payment:
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The early redemption payment will be an amount in cash per security (corresponding to a return of approximately 41.30% per annum) for each determination date, as
follows:
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Determination Date
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Early Redemption
Payment per
security
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Determination Date
(cont.)
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Early Redemption
Payment per security
(cont.)
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1
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$1,413.000
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13
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$1,826.000
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2
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$1,447.417
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14
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$1,860.417
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3
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$1,481.833
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15
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$1,894.833
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4
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$1,516.250
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16
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$1,929.250
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5
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$1,550.667
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17
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$1,963.667
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6
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$1,585.083
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18
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$1,998.083
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7
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$1,619.500
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19
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$2,032.500
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8
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$1,653.917
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20
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$2,066.917
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9
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$1,688.333
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21
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$2,101.333
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10
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$1,722.750
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22
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$2,135.750
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11
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$1,757.167
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23
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$2,170.167
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12
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$1,791.583
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24
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$2,204.583
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Final Determination Date
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Not applicable – See
“Payment at maturity” below
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Payment at maturity:
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If the securities are not automatically redeemed prior to maturity, you will receive at maturity a cash payment per security as follows:
■ If the final share prices of all of the underlying stocks are greater than or equal to their respective trigger prices:
$2,239.00
■ If the final share price of any underlying stock is less than its trigger price:
$1,000.00 + ($1,000.00 × underlying return of the worst performing underlying stock)
If the securities are not automatically redeemed prior to maturity and the final share price of any underlying
stock is less than its trigger price, you will lose 1% for every 1% that the final share price of the worst performing underlying stock falls below its initial share price and you could lose up to your entire investment in the
securities.
|
|||
|
|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Date
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Closing Price
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Payment (per security)
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1st Determination Date
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Underlying Stock A: 135 (greater than or equal to its hypothetical initial share price)
Underlying Stock B: 115 (greater than or equal to its hypothetical initial share price)
Underlying Stock C: 158 (greater than or equal to its hypothetical initial share price)
|
$1,413.00
|
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Date
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Closing Price
|
Payment (per security)
|
|
1st Determination Date
|
Underlying Stock A: 90 (less than its hypothetical initial share price)
Underlying Stock B: 115 (greater than or equal to its hypothetical initial share price)
Underlying Stock C: 108 (greater than or equal to its hypothetical initial share price)
|
N/A
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2nd through 24th Determination
Dates
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Underlying Stock A: Various (all less than its hypothetical initial share price)
Underlying Stock B: Various (all greater than or equal to its hypothetical initial share price)
Underlying Stock C: Various (all greater than or equal to its hypothetical initial share price)
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N/A
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|
Final Determination Date
|
Underlying Stock A: 125 (greater than or equal to its hypothetical trigger price)
Underlying Stock B: 95 (greater than or equal to its hypothetical trigger price)
Underlying Stock C: 80 (greater than or equal to its hypothetical trigger price)
|
$2,239.00
|
|
|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
|
Date
|
Closing Price
|
Payment (per security)
|
|
1st Determination Date
|
Underlying Stock A: 90 (less than its hypothetical initial share price)
Underlying Stock B: 115 (greater than or equal to its hypothetical initial share price)
Underlying Stock C: 108 (greater than or equal to its hypothetical initial share price)
|
N/A
|
|
2nd through 24th Determination
Dates
|
Underlying Stock A: Various (all less than its hypothetical initial share price)
Underlying Stock B: Various (all greater than or equal to its hypothetical initial share price)
Underlying Stock C: Various (all greater than or equal to its hypothetical initial share price)
|
N/A
|
|
Final Determination Date
|
Underlying Stock A: 110 (greater than or equal to its hypothetical initial share price and hypothetical trigger price)
Underlying Stock B: 40 (less than its hypothetical trigger price)
Underlying Stock C: 105 (greater than or equal to its hypothetical initial share price and hypothetical trigger price)
|
$400.00
|
|
|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
| ■ |
Risk of significant loss at maturity; you may lose up to your entire investment. The securities differ from ordinary debt securities in that TD will not necessarily repay the stated principal
amount of the securities at maturity. If the securities are not automatically redeemed prior to maturity and the final share price of any underlying stock is less than its trigger price, you will lose 1% for every 1% that the final
share price of the worst performing underlying stock falls below its initial share price. You may lose up to your entire investment in the securities.
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| ■ |
The stated payout from the issuer applies only upon an early redemption or at maturity. You should be willing to hold your securities to an early redemption or maturity. The stated payout,
including the benefit of the early redemption payment or the fixed upside payment at maturity, is available only if you hold your securities to an early redemption or to maturity, as applicable. If you are able to sell your securities
prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the securities even if the then-current prices of the underlying stocks are greater than or equal to their respective initial
share prices.
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| ■ |
Your potential return on the securities is limited and you will not participate in any increase of the underlying stocks. The return potential of the securities is limited to the early
redemption payment or, if the securities are not automatically redeemed prior to maturity and the final share price of all of the underlying stocks are greater than or equal to their respective trigger prices, the fixed upside payment
at maturity, regardless of any increase of the underlying stocks. Furthermore, if the securities are redeemed prior to maturity, you will not receive any other payment in respect of any determination dates after the applicable early
redemption date, and your return on the securities could be less than if the securities remained outstanding until maturity. If the securities are not redeemed prior to maturity, you may be subject to the decrease of the worst
performing underlying stock even though you cannot participate in any increase of the underlying stocks. Your return on the securities may be less than that of a hypothetical direct investment in the underlying stocks.
|
| ■ |
Greater expected volatility with respect to the underlying stocks generally reflects a higher return rate represented by the early redemption payments and fixed upside payment at maturity and a higher
expectation as of the pricing date that the final share price of any underlying stock could be less than its trigger price. Greater expected volatility with respect to, and lower expected correlation of, the underlying stocks
reflects a higher expectation as of the pricing date that the securities will not be redeemed prior to maturity and that the final share price of any of the underlying stocks could be less than its trigger price. “Volatility” refers to
the frequency and magnitude of changes in the price of an asset or group of assets. This greater expected risk will generally be reflected in a higher return rate represented by the early redemption payments and fixed upside payment at
maturity for the securities than would have been the case had expected volatility been lower. However, while such return rate is set on the pricing date based, in part, on the correlations of the underlying stocks and each underlying
stock’s volatility calculated using our internal models, an underlying stock’s volatility, and the correlation among the underlying stocks, can change significantly over the term of the securities. The price of any underlying stock
could fall sharply, which could result in the loss of a significant portion or all of your investment in the securities.
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| ■ |
The securities are subject to reinvestment risk in the event of an early redemption. The securities will be automatically redeemed prior to maturity if the closing prices of all of the
underlying stocks on any determination date other than the final determination date are greater than or equal to their respective initial share prices and you will not receive any further payments after the related early redemption
date. Conversely, the securities will not be automatically redeemed when the closing price of any underlying stock on any applicable determination date is less than its initial share price, which generally coincides with a greater risk
of principal loss on your securities. The securities could be redeemed as early as the first determination date, potentially limiting the term of your investment. In the event that the securities are redeemed prior to maturity, there is
no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk. In addition, to the extent you are able to reinvest such proceeds in an
investment comparable to the securities, you will incur transaction costs and the original issue price for such an investment is likely to include certain built-in costs such as dealer discounts and hedging costs.
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The return on your securities may change significantly despite only a small change in the final share price of any underlying stock. If the final share price of any underlying stock is less
than its trigger price, you will suffer a percentage loss on your initial investment equal to the underlying return. This means that while a decrease in the closing price of the worst performing underlying stock to a final share price
that is equal to its trigger price will result in a positive return on the securities and receiving the fixed upside payment at maturity, a further decrease of its final share price to only slightly less than its trigger price will
instead result in a percentage loss on the securities equal to the underlying return of the worst performing underlying stock. The return on an investment in the securities in these two scenarios is significantly different despite only
a small relative difference in the underlying return of the worst performing underlying stock.
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You will not receive any interest payments. TD will not pay any interest with respect to the securities.
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|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
| ■ |
The amount payable on the securities is not linked to the price of the underlying stocks at any time other than the determination dates. Whether you receive an early redemption payment will be
based only on the closing prices of each underlying stock on the relevant determination date, subject to postponement for non-trading days and certain market disruption events. As a result, you will not know whether the securities will
be automatically redeemed for the early redemption payment until the related determination date. Moreover, because whether the securities will be automatically redeemed is based solely on the prices of the underlying stocks on a
specific determination date, if the closing price of an underlying stock on any determination date is less than its initial share price, you will not receive the early redemption payment with respect to such determination date even if
the price of all of the underlying stocks were greater than or equal to their respective initial share prices on other days during the term of the securities.
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Owning the securities is not the same as owning the underlying stocks. The return on your securities may not reflect the return you would realize if you actually owned the underlying stocks. As
described above, you will not benefit from any increase in the price of any underlying stock, which may be significant, and any return on the securities will be limited to the applicable early redemption payment if the securities are
automatically redeemed prior to maturity or, if the securities are not automatically redeemed prior to maturity and the final share price of all of the underlying stocks are greater than or equal to their respective trigger prices, the
fixed upside payment at maturity. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions paid on the underlying stocks, and any such dividends or distributions will not be factored into
the calculation of the payment at maturity on your securities. In addition, as an owner of the securities, you will not have voting rights or any other rights that a holder of the underlying stocks may have.
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You are exposed to the market risk of each underlying stock. Your return on the securities is not linked to a basket consisting of the underlying stocks. Rather, it will be contingent upon the
performance of each underlying stock. Unlike an instrument with a return linked to a basket of stocks, common stocks or other underlying assets, in which risk is mitigated and diversified among all of the components of the basket, you
will be exposed equally to the risks related to each underlying stock. Poor performance by any one underlying stock may negatively affect your return and will not be offset or mitigated by the performance of any other underlying stock.
Accordingly, your investment is subject to the market risk of each underlying stock.
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Because the securities are linked to the performance of more than one underlying stock, there is an increased probability that the securities will not be automatically redeemed on any determination
date and that you will lose a significant portion or all of your investment in the securities. The risk that you will lose a significant portion or all of your investment in the securities is greater if you invest in the
securities as opposed to securities that are linked to the performance of a single underlying stock if their terms are otherwise substantially similar. With a greater total number of underlying stocks, it is more likely that the closing
price of any underlying stock will be less than its initial share price on a determination date prior to the final determination date or, if the securities are not automatically redeemed prior to maturity, that the final share price of
any underlying stock will be less than its trigger price. Therefore, it is more likely that you will (a) not receive an early redemption payment and/or (b) receive an amount in cash that is less than your stated principal amount on the
maturity date than would have been the case had the securities been linked to only one underlying stock. In addition, if the performances of the underlying stocks are not correlated to each other, the risk that (a) the closing price of
any underlying stock will be less than its initial share price on any determination date other than the final determination date or that (b) the final share price of any underlying stock will be less than its trigger price on the final
determination date, is even greater.
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The price of each underlying stock will be affected by various factors that interact in complex and unpredictable ways. The return on the securities, which may be negative, is linked to the
performance of each underlying stock. The price of each underlying stock can rise or fall sharply due to factors specific to their issuers (each, an “underlying stock issuer”), such as stock or commodity price volatility, earnings,
financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and prices,
interest rates and economic and political conditions. You, as an investor in the securities, should make your own investigation into the underlying stocks and the underlying stock issuers. For additional information regarding the
underlying stock issuers, please see “Information About the Underlying Stocks” below and the SEC filings referred to in that section. We urge you to review financial and other information filed periodically by the underlying stock
issuers with the SEC.
|
|
|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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| ■ |
There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to which the prices of the underlying
stocks will rise or fall and there can be no assurance that the closing price of each underlying stock on any determination date (including the final determination date) will be greater than or equal to its initial share prices. The
prices of the underlying stocks will be influenced by complex and interrelated political, economic, financial and other factors that affect the underlying stocks and the underlying stock issuers. You should be willing to accept the
downside risks of owning equities in general and the underlying stocks in particular, and the risk of losing a significant portion or all of your investment in the securities.
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There is no affiliation between TD and the underlying stock issuers. The underlying stock issuers are not affiliates of ours, are not involved with the offering in any way, and have no
obligation to consider your interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with respect to the underlying stocks.
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The securities are subject to sector concentration risk. The securities are subject to sector concentration risk because each underlying stock issuer operates in the same sector, as described
below under “Information About the Underlying Stocks”. The performance of these companies is subject to a number of complex and unpredictable factors such as government regulation, supply and demand for the products and services
produced or offered by such companies and industry competition. Any negative developments may have a negative effect on the underlying stock issuers and, in turn, may have a material adverse effect on the value of, and return on, the
securities. By investing in the securities, you will not benefit from the diversification which could result from an investment linked to the performance of companies that operate in multiple sectors.
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The estimated value of your securities is less than the public offering price of your securities. The estimated value of your securities is less than the public offering price of your
securities. The difference between the public offering price of your securities and the estimated value of the securities reflects costs and expected profits associated with selling and structuring the securities, as well as hedging
our obligations under the securities. Because hedging our obligations entails risks and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss.
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The estimated value of your securities is based on our internal funding rate. The estimated value of your securities is determined by reference to our internal funding rate. The internal
funding rate used in the determination of the estimated value of the securities generally represents a discount from the credit spreads for our conventional, fixed-rate debt securities and the borrowing rate we would pay for our
conventional, fixed-rate debt securities. This discount is based on, among other things, our view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management costs of the
securities in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any hedge positions, taking into account regulatory and internal requirements. If the interest rate implied by the
credit spreads for our conventional, fixed-rate debt securities, or the borrowing rate we would pay for our conventional, fixed-rate debt securities were to be used, we would expect the economic terms of the securities to be more
favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the securities is expected to increase the estimated value of the securities at any time.
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The estimated value of the securities is based on our internal pricing models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions. The
estimated value of your securities is based on our internal pricing models when the terms of the securities are set, which take into account a number of variables, such as our internal funding rate on the pricing date, and are based
on a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models and the
methodologies used by us to estimate the value of the securities may not be consistent with those of other financial institutions that may be purchasers or sellers of securities in the secondary market. As a result, the secondary
market price of your securities may be materially less than the estimated value of the securities determined by reference to our internal pricing models. In addition, market conditions and other relevant factors in the future may
change, and any assumptions may prove to be incorrect.
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The estimated value of your securities is not a prediction of the prices at which you may sell your securities in the secondary market, if any, and such secondary market prices, if any, will likely
be less than the public offering price of your securities and may be less than the estimated value of your securities. The estimated value of the securities is not a prediction of the prices at which the agent, other
affiliates of ours or third parties may be willing to purchase the securities from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell
your securities in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less
than the estimated value of the securities. Further, as secondary market prices of your securities take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs
and expected profits associated with selling and structuring the securities, as well as hedging our obligations under the securities, secondary market prices of your securities will likely be less than the public offering price of
your securities. As a result, the price at which the agent, other affiliates of ours or third parties may be willing to purchase the securities from you in secondary market transactions, if any, will likely be less than the price you
paid for your securities, and any sale prior to the maturity date could result in a substantial loss to you.
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The temporary price at which the agent may initially buy the securities in the secondary market may not be indicative of future prices of your securities. Assuming that all relevant factors
remain constant after the pricing date, the price at which the
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|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
| ■ |
The underwriting discount, offering expenses and certain hedging costs are likely to adversely affect secondary market prices. Assuming no changes in market conditions or any other relevant
factors, the price, if any, at which you may be able to sell the securities will likely be less than the public offering price. The public offering price includes, and any price quoted to you is likely to exclude, any underwriting
discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the securities. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other
transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction.
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There may not be an active trading market for the securities — sales in the secondary market may result in significant losses. There may be little or no secondary market for the securities.
The securities will not be listed or displayed on any securities exchange or electronic communications network. The agent or another one of our affiliates may make a market for the securities; however, it is not required to do so and
may stop any market-making activities at any time. Even if a secondary market for the securities develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any
secondary market would be high. As a result, the difference between bid and ask prices for your securities in any secondary market could be substantial. If you sell your securities before the maturity date, you may have to do so at a
substantial discount from the public offering price irrespective of the price of the underlying stocks, and as a result, you may suffer substantial losses.
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If the price of an underlying stock changes, the market value of your securities may not change in the same manner. Your securities may trade quite differently from the performance of each
underlying stock. Changes in the price of an underlying stock may not result in a comparable change in the market value of your securities. Even if the closing price of an underlying stock remains greater than or equal to the trigger
price or increases to greater than the initial share price during the term of the securities, the market value of your securities may not increase by the same amount and could decline.
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Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the securities. Although the return on the securities will be
based on the performance of the underlying stocks, the payment of any amount due on the securities is subject to TD’s credit risk. The securities are TD’s senior unsecured debt obligations. Investors are dependent on TD’s ability to pay
all amounts due on the securities and, therefore, investors are subject to the credit risk of TD and to changes in the market’s view of TD’s creditworthiness. Any decrease in TD’s credit ratings or increase in the credit spreads charged
by the market for taking TD’s credit risk is likely to adversely affect the market value of the securities. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the
terms of the securities.
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There are potential conflicts of interest between you and the calculation agent. The calculation agent will, among other things, determine the amounts payable on the securities. We will serve
as the calculation agent and may appoint a different calculation agent after the original issue date without notice to you. The calculation agent will exercise its judgment when performing its functions and may have a conflict of
interest if it needs to make certain decisions. For example, the calculation agent may have to determine whether a market disruption event affecting an underlying stock has occurred, and make certain adjustments if certain events occur,
which may, in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions. Because this determination by the
calculation agent may affect the amounts payable on the securities, the calculation agent may have a conflict of interest if it needs to make a determination of this kind. For additional information on the calculation agent’s role, see
“General Terms of the Notes — Role of Calculation Agent” in the product supplement.
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The determination dates and related payment dates are subject to market disruption events and postponements. Each determination date (including the final determination date) and related payment date
(including the maturity date) is subject to postponement due to the occurrence of one of more market disruption events. For a description of what constitutes a market disruption event as well as the consequences of that market
disruption event, see “General Terms of the Notes — Market Disruption Events” in the product supplement. A market disruption event for a particular underlying stock will not constitute a market disruption event for any other underlying
stock.
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|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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The calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities. For antidilution and certain other
events affecting an underlying stock, the calculation agent may make adjustments to the initial share price, underlying return, call threshold price, coupon threshold price, downside threshold price, closing price and/or final share
price, as applicable, and any other term of the securities. However, the calculation agent will not make an adjustment in response to every corporate event that could affect an underlying stock. If an event occurs that does not require
the calculation agent to make an adjustment, the market value of, and any payment on, the securities may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made
by the calculation agent. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in the accompanying product supplement or this document
that it believes are appropriate to offset to the extent practical any change in your economic position as a holder of the securities resulting solely from any such event to achieve an equitable result. Furthermore, in certain
situations, such as when an underlying stock undergoes a reorganization event or an underlying stock is delisted, an underlying stock may be replaced by distribution property or a substitute equity security, as discussed more fully in
the product supplement under “General Terms of the Notes — Delisting or Suspension of Trading in, or Change in Law Event Affecting, an Equity Security” and “— Anti-Dilution Adjustments”. The occurrence of any such events and the
consequent adjustments may materially and adversely affect the market value of, and any amounts payable on, the securities. For more information, see the sections as described under “General Terms of the Notes — Delisting or Suspension
of Trading in, or Change in Law Event Affecting, an Equity Security” and “— Anti-Dilution Adjustments” in the accompanying product supplement.
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Trading and business activities by TD or its affiliates may adversely affect the market value of, and any amounts payable on, the securities. We, the agent and/or our other affiliates may
hedge our obligations under the securities by purchasing securities, futures, options or other derivative instruments with returns linked or related to changes in the price of an underlying stock, and we may adjust these hedges by,
among other things, purchasing or selling at any time any of the foregoing assets. It is possible that we or one or more of our affiliates could receive substantial returns from these hedging activities while the market value of the
securities declines. We or one or more of our affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in an underlying stock.
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Significant aspects of the tax treatment of the securities are uncertain. Significant aspects of the U.S. tax treatment of the securities are uncertain. You should read carefully the section
entitled “Material U.S. federal income tax consequences” herein and in the product supplement. You should consult your tax advisor as to the tax consequences of your investment in the securities.
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|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
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CrowdStrike Holdings, Inc. – Daily Closing Prices
January 1, 2021 to September 4, 2026
|

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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
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Palo Alto Networks, Inc. – Daily Closing Prices
January 1, 2021 to September 4, 2026
|

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|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
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Palantir Technologies Inc. – Daily Closing Prices
January 1, 2021 to September 4, 2026
|

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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
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Additional Provisions:
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||||
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Record date:
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The business day preceding the relevant early redemption date.
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Trustee:
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The Bank of New York
|
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Calculation agent:
|
TD
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Trading day:
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As specified in the product supplement under “General Terms of the Notes — Special Calculation Provisions — Trading Day”.
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Business day:
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Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law
to close in New York City.
|
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Change in law event:
|
Not applicable
|
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Canadian bail-in:
|
The securities are not bail-inable debt securities under the CDIC Act.
|
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Terms incorporated:
|
All of the terms appearing above the item under the caption “General Terms of the Notes” in the accompanying product supplement, as modified by this
document, and for purposes of the foregoing, the terms used herein mean the corresponding terms as defined in the accompanying product supplement, as specified below:
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Term used herein
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Corresponding term in the accompanying product supplement
|
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underlying stock
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reference asset
|
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stated principal amount
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principal amount
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original issue date
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issue date
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determination dates
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valuation dates
|
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final determination date
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final valuation date
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closing price
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closing level
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initial share price
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initial level
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final share price
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final level
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underlying return
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percentage change
|
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trigger price
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barrier level
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Additional information
regarding the estimated value
of the securities:
|
The final terms for the securities were determined on the pricing date, based on prevailing market conditions, and are specified elsewhere in this pricing supplement.
The economic terms of the securities are based on our internal funding rate (which is our internal borrowing rate based on variables such as market benchmarks and our
appetite for borrowing), and several factors, including any sales commissions expected to be paid to TDS or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to
non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, estimated costs which we may incur in connection with the securities and the estimated
cost which we may incur in hedging our obligations under the securities. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of
an internal funding rate for the securities rather than the levels at which our benchmark debt securities trade in the secondary market is expected to have had an adverse effect on the economic terms of the securities.
On the cover page of this pricing supplement, we have provided the estimated value for the securities. The estimated value was determined by reference to our internal pricing models which take into
account a number of variables and are based on a number of assumptions, which may or may not materialize, typically including volatility, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to
maturity of the securities and our internal funding rate. For more information about the estimated value, see “Risk Factors — Risks Relating to Estimated Value and Liquidity” herein. Because our internal funding rate generally
represents a discount from the levels at which our benchmark debt securities trade in the secondary market, the use of an internal funding rate for the securities rather than the levels at which our benchmark debt securities trade
in the secondary market is expected, assuming all other economic terms are held constant, to increase the estimated value of the securities. For more information see the discussion under “Risk Factors — Risks Relating to Estimated
Value and Liquidity — The estimated value of your securities is based on our internal funding rate”.
Our estimated value of the securities is not a prediction of the price at which the securities may trade in the secondary market, nor will it be the price at which the agent may buy or sell the securities
in the secondary market. Subject to normal market and funding conditions, the agent or another affiliate of ours intends to offer to purchase the securities in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the pricing date, the price at which the agent may initially buy or sell the securities in the secondary market,
if any, may exceed our estimated value on the pricing date for a temporary period expected to be approximately 6 weeks after the original issue date because, in our discretion, we may elect to effectively reimburse to investors a
portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities which we will no longer expect to incur over the term of the securities. We made such discretionary election
and determined this temporary reimbursement period on the
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|
|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
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basis of a number of factors, including the tenor of the securities and any agreement we may have with the distributors of the securities. The amount of our estimated costs which we
effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the original
issue date of the securities based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Risk Factors” in this pricing supplement for additional information.
|
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|
Material U.S. federal income
tax consequences:
|
The U.S. federal income tax consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published
rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities. Some of these tax consequences are summarized below, but we
urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This
discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and
in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the
“IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the securities, and the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the securities, TD and you agree, in the absence of a statutory or regulatory change
or an administrative determination or judicial ruling to the contrary, to characterize your securities as prepaid derivative contracts with respect to the underlying stocks. If your securities are so treated, you should generally
recognize long-term capital gain or loss if you hold your securities for more than one year (and, otherwise, short-term capital gain or loss) upon the taxable disposition (including cash settlement) of your securities, in an amount
equal to the difference between the amount you receive at such time and the amount you paid for your securities. The deductibility of capital losses is subject to limitations.
Although uncertain, it is possible that the early redemption payment, or proceeds received from the taxable disposition of the securities prior to the early redemption
date that could be attributed to the expected early redemption payment, could be treated as ordinary income. You should consult your tax advisor regarding this risk.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would
be reasonable to treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be
treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially and adversely from the
treatment described above, as described further under “Material U.S. Federal Income Tax Consequences”, in the accompanying product supplement.
Except to the extent otherwise required by law, TD intends to treat your securities for U.S. federal income tax purposes in accordance with the treatment described above
and under “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement, unless and until such time as the Treasury and the IRS determine that some other treatment is more appropriate.
Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the securities. According to Notice
2008-2, the IRS and the Treasury are considering whether a holder of an instrument such as the securities should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will
ultimately issue, if any. It is possible, however, that under such guidance, holders of the securities will ultimately be required to accrue income currently and this could be applied on a retroactive basis. According to the Notice, the
IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be subject to
withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax
advisors concerning the significance, and the potential impact, of the above considerations.
Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net
investment income,” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized with respect to the securities, to the extent of their net investment income or undistributed
net investment income (as the case may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse),
$125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S.
holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax.
Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” in excess of an applicable
threshold may be subject to reporting obligations with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S. financial institution. U.S. holders are urged to consult their tax
advisors as to the application of this legislation to their ownership of the securities.
Non-U.S. Holders. Subject to Section 897 of the Code and Section 871(m) of the Code, and “FATCA”, each as discussed below, if the
securities are offered to non-U.S. holders, you should generally not be subject to U.S. withholding tax with respect to payments on your securities or to generally applicable information reporting and backup withholding requirements
with respect to payments on your securities if you comply with certain certification
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8).
Subject to Section 897 of the Code and Section 871(m) of the Code, discussed below, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with
a trade or business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are
satisfied or (iii) you have certain other present or former connections with the U.S.
Section 897. We will not attempt to ascertain whether any underlying stock issuer would be treated as a “United States real
property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in
Section 897 of the Code. If any such entity and/or the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security
upon a taxable disposition of the securities to U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the
potential treatment of any underlying stock issuer as a USRPHC and/or the securities as USRPI.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of
the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities. The withholding tax can apply
even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that
have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2017. However, the IRS has issued
guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked
instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2027.
Based on our determination that the securities are not “delta-one” with respect to any underlying stock, our special U.S. tax counsel is of the opinion that the securities
should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Furthermore, the application of Section 871(m) of the Code will depend on our determinations made on the date the terms of the securities are set. If withholding is required, we will not make payments of any additional amounts.
Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events
affecting the underlying stocks or your securities, and following such occurrence your securities could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also
possible that withholding tax or other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into other transactions in respect of the underlying stocks or the securities. If
you enter, or have entered, into other transactions in respect of the underlying stocks or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of
your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your
tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities.
FATCA. The Foreign Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable payments” (i.e.,
certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits and income, and the gross proceeds from a disposition of property of a type
which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the
payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account at the institution (or the relevant affiliate) and to annually report certain information
about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not
certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments”, will not apply
to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term “foreign
passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and
non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of
securities similar to the securities purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact that there may be no interest payments over the term of such securities.
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the effect of this
legislation generally would have been to require instruments such as the securities to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.
It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your
securities. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your securities.
Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular
situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of TD).
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Canadian taxation:
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The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Income Tax Act
(Canada) and the regulations promulgated thereunder (collectively, the “Canadian Tax Act”) generally applicable to a holder who is an individual and who acquires beneficial ownership of a security upon the initial issuance of the
security by TD pursuant to this offering document or common shares of TD or any of its affiliates on a conversion of a security on a bail-in conversion (if applicable), and who, for purposes of the Canadian Tax Act and any applicable
income tax treaty, at all relevant times, is not resident and is not deemed to be resident in Canada, and who, for purposes of the Canadian Tax Act, at all relevant times, (i) deals at arm’s length with, and is not affiliated with, TD,
any affiliate of TD, and any Canadian resident (or deemed Canadian resident) to whom the holder assigns or otherwise transfers the security, (ii) is entitled to receive all payments (including any interest, principal and dividends, if
applicable) made on the security as beneficial owner, (iii) is not, and deals at arm’s length with each person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the Canadian Tax Act) of TD and each affiliate
of TD, (iv) is not an entity in respect of which TD or any affiliate of TD is a “specified entity” (as defined in subsection 18.4(1) of the Canadian Tax Act); (v) holds the security or common shares of TD or any of its affiliates as
capital property, (vi) does not use or hold and is not deemed to use or hold the security or common shares of TD or any of its affiliates in or in the course of carrying on a business in Canada or as part of an adventure or concern in
the nature of trade and (vii) is not an insurer carrying on an insurance business in Canada and elsewhere (a “Non-resident Holder”).
This summary assumes that no amount paid or payable to a Non-resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which the payment
arises within the meaning of paragraph 18.4(3)(b) of the Canadian Tax Act. This summary further assumes that no security or property acquired on settlement of a security will be “taxable Canadian property” to a Non-resident Holder for
purposes of the Canadian Tax Act at the time of its disposition or deemed disposition.
This summary is based upon the current provisions of the Canadian Tax Act in force as of the date hereof. This summary takes into account all specific proposals to amend
the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and the current administrative policies of the Canada Revenue Agency (“CRA”) published in writing
by the CRA prior to the date hereof. This summary is not exhaustive of all possible Canadian federal income tax considerations relevant to an investment in securities and, except for the Tax Proposals, does not take into account or
anticipate any changes in law or CRA administrative policies, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal tax considerations or any provincial,
territorial or foreign tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no assurance can be given that this will be the
case, and no assurance can be given that judicial, legislative or administrative changes will not modify or change the statements below.
The following is only a general summary of certain Canadian federal non-resident withholding and other tax provisions which may affect a Non-resident
Holder of the securities described in this offering document. This summary is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Non-resident Holder and no representation with
respect to the income tax consequences to any particular Non-resident Holder is made. Persons considering investing in securities should consult their own tax advisors with respect to the tax consequences of acquiring, holding and
disposing of securities and any common shares of TD or any of its affiliates acquired on a bail-in conversion having regard to their own particular circumstances.
For the purposes of the Canadian Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based on the single day exchange
rate as quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada).
Securities — Interest (including amounts on account or in lieu of payment of, or in satisfaction of, interest) paid or credited,
or deemed to be paid or credited, on a security to a Non-resident Holder will not be subject to Canadian non-resident withholding tax unless all or any part of such interest is “participating debt interest”. “Participating debt
interest” is defined in the Canadian Tax Act generally as interest (other than on a “prescribed obligation” described below) all or any portion of which is contingent or dependent on the use of or production from property in Canada or
is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class or series of shares of the capital stock of a corporation.
A “prescribed obligation” for this purpose is an “indexed debt obligation”, as defined in the Canadian Tax Act, in respect of which no amount payable is: (a) contingent or dependent upon the use of, or production from, property in
Canada, or (b) computed by reference to: (i) revenue, profit, cash flow, commodity price or any other
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$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
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similar criterion, other than a change in the purchasing power of money, or (ii) dividends paid or payable to shareholders of any class or series of shares of the capital stock of a
corporation. An “indexed debt obligation” is a debt obligation the terms or conditions of which provide for an adjustment to an amount payable in respect of the obligation for a period during which the obligation was outstanding that is
determined by reference to a change in the purchasing power of money.
In the event that a security is redeemed, cancelled, purchased or repurchased by TD or any other person resident or deemed to be resident in Canada from a Non-resident
Holder or is otherwise assigned or transferred by a Non-resident Holder to TD or another person resident or deemed to be resident in Canada for an amount which exceeds, generally, the issue price thereof, the excess may, in certain
circumstances be deemed to be interest and may, together with any interest that has accrued or is deemed to have accrued on the security to that time, be subject to Canadian non-resident withholding tax if all or any part of such
interest or deemed interest is participating debt interest; unless, in certain circumstances, the security is not an indexed debt obligation (described above) and was issued for an amount not less than 97% of its principal amount (as
defined in the Canadian Tax Act), and the yield from the security, expressed in terms of an annual rate (determined in accordance with the Canadian Tax Act) on the amount for which the security was issued, does not exceed 4/3 of the
interest stipulated to be payable on the security, expressed in terms of an annual rate on the outstanding principal amount from time to time.
If applicable, the normal rate of Canadian non-resident withholding tax is 25% but such rate may be reduced under the terms of an applicable income tax treaty.
Generally, there are no other Canadian taxes on income (including taxable capital gains) payable by a Non-resident Holder under the Canadian Tax Act solely as a
consequence of the acquisition, ownership or disposition of securities by the Non-resident Holder.
Common Shares Acquired on a Bail-in Conversion — Dividends (including amounts on account or in lieu of payment of, or in
satisfaction of, dividends) paid or credited or deemed to be paid or credited to a Non-resident Holder on any common shares of TD or common shares of an affiliate of TD that is a Canadian resident corporation will be subject to Canadian
non-resident withholding tax of 25% but such rate may be reduced under the terms of an applicable income tax treaty.
A Non-resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of any common shares of TD
or common shares of an affiliate of TD unless such shares constitute “taxable Canadian property” to the Non-resident Holder for purposes of the Canadian Tax Act at the time of their disposition, and such Non-resident Holder is not
entitled to relief pursuant to the provisions of an applicable income tax treaty. Non-resident Holders should consult their own tax advisors with respect to their particular circumstances.
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Supplemental information
regarding plan of distribution
(conflicts of interest);
secondary markets (if any):
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We have appointed TDS, an affiliate of TD, as the agent for the sale of the securities. Pursuant to the terms of a distribution agreement, TDS has agreed to purchase the securities from TD at the price to public less a fee of
$27.50 per security. TDS has agreed to resell all of the securities to Morgan Stanley Wealth Management with an underwriting discount of $27.50 reflecting a fixed sales commission of $22.50 and fixed structuring fee of $5.00 per
$1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells. TD or an affiliate will also pay a fee to LFT Securities, LLC, an entity in which TD and an affiliate of Morgan Stanley Wealth Management
have an ownership interest, for providing certain electronic platform services with respect to this offering.
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Conflicts of Interest — TDS is an affiliate of TD and, as such, has a “conflict of interest” in this offering within the meaning of Financial Industry Regulatory
Authority, Inc. (“FINRA”) Rule 5121. If any other affiliate of TD participates in this offering, that affiliate will also have a “conflict of interest” within the meaning of FINRA Rule 5121. In addition, TD will receive the net proceeds
from the initial public offering of the securities, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. This offering of the securities will be conducted in compliance with the provisions of FINRA
Rule 5121. In accordance with FINRA Rule 5121, neither TDS nor any other affiliate of ours is permitted to sell the securities in this offering to an account over which it exercises discretionary authority without the prior specific
written approval of the account holder.
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We, TDS, another of our affiliates or third parties may use this pricing supplement in the initial sale of the securities. In addition, we, TDS, another of our affiliates
or third parties may use this pricing supplement in a market-making transaction in the securities after their initial sale. If a purchaser buys the securities from us, TDS, another of our affiliates or third parties, this pricing
supplement is being used in a market-making transaction unless we, TDS, another of our affiliates or third parties informs such purchaser otherwise in the confirmation of sale.
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Prohibition of sales in
Canada and to Canadian
residents:
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The securities may not be offered, sold or otherwise made available directly or indirectly in Canada or to any resident of Canada.
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Prohibition on sales to EEA
retail investors:
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The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”), for offering or selling the securities or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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|
|
$1,000,000 Enhanced Trigger Jump Securities with Auto-Callable Feature due September 7, 2029
Based on the Worst Performing of the Common Stock of CrowdStrike Holdings, Inc., the Common Stock of Palo Alto Networks, Inc. and the Common Stock of Palantir Technologies Inc.
Principal at Risk Securities
|
|
Prohibition on sales to United
Kingdom retail investors:
|
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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Validity of the securities:
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In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special products counsel to TD, when the securities offered by this pricing supplement have been
executed and issued by TD and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the securities will be valid and binding obligations of TD, enforceable against TD in
accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed
by Canadian law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by McCarthy Tétrault LLP, Canadian legal counsel for TD, in its opinion
expressed below. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to the securities, authentication of the securities and the
genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP filed as Exhibit 5.3 to the registration statement on Form F-3 filed by TD on December 20, 2024.
In the opinion of McCarthy Tétrault LLP, the issue and sale of the securities has been duly authorized by all necessary corporate action on the part of TD, and when this pricing supplement
has been attached to, and duly notated on, the master note that represents the securities, the securities will have been validly executed and issued and, to the extent validity of the securities is a matter governed by the laws of the
Province of Ontario, or the laws of Canada applicable therein, will be valid obligations of TD, subject to the following limitations: (i) the enforceability of the indenture is subject to bankruptcy, insolvency, reorganization,
arrangement, winding up, moratorium and other similar laws of general application limiting the enforcement of creditors’ rights generally; (ii) the enforceability of the indenture is subject to general equitable principles, including
the fact that the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court; (iii) courts in Canada are precluded from giving a judgment in any currency other than the lawful
money of Canada; and (iv) the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the
indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada
applicable thereto. In addition, this opinion is subject to: (i) the assumption that the senior indenture has been duly authorized, executed and delivered by, and constitutes a valid and legally binding obligation of, the trustee,
enforceable against the trustee in accordance with its terms; and (ii) customary assumptions about the genuineness of signatures and certain factual matters all as stated in the letter of such counsel dated December 20,2024, which has
been filed as Exhibit 5.2 to the registration statement on Form F-3 filed by TD on December 20, 2024.
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