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The Toronto-Dominion Bank (TD) has issued $3.165 million of Dual Directional Capped Buffer Notes linked to the S&P 500 Index (SPX), maturing 15 July 2027. The unsecured senior notes (Series H) give investors:

• Unleveraged upside equal to the positive index move, capped at a 14.24 % maximum return ($1,142.40 per $1,000 note).
• Contingent absolute return for moderate declines: if SPX finishes 0 %鈥�25 % below the initial level (6,259.75), investors gain 1 % for each 1 % drop (max 25 %).
• 25 % downside buffer; beyond that, losses accelerate at a 1.3333脳 downside leverage.

Key economic terms: Pricing Date 11 Jul 2025; Issue Date 16 Jul 2025; Valuation Date 12 Jul 2027. Minimum purchase is $10,000 (integral $1,000 multiples). The estimated value at pricing was $980.60, 1.9 % below the $1,000 offer price, reflecting structuring and hedging costs. TD Securities (USA) LLC receives a $15 underwriting concession per note; J.P. Morgan acts as placement agent.

Risk highlights: notes pay no coupons; principal repayment depends on TD鈥檚 credit. They are not listed, so secondary-market liquidity may be limited and bid/ask spreads wide. Investors face price risk from TD鈥檚 internal funding rate, potential market-disruption postponements, and complex tax treatment. Because the notes are short-dated (~2 years), the 14.24 % cap may lag total SPX returns in a strong bull market, while declines beyond 25 % result in leveraged losses.

For TD, the transaction provides low-cost U.S. dollar funding but is immaterial to its overall balance sheet. For investors, the instrument suits tactical views that SPX will trade within 卤25 % over the period, but requires comfort with credit risk, illiquidity, and structural complexity.

The Toronto-Dominion Bank (TD) is offering unsecured, senior Digital Notes linked to the performance of the EURO STOXX 50庐 Index (SX5E). The notes are issued under Series H senior debt and are expected to have a tenor of 47-50 months. Investors purchase the notes in minimum denominations of $1,000; the aggregate size may be increased at TD鈥檚 discretion.

Coupon / income: The notes do not bear periodic interest. All cash flow occurs at maturity.

Payment at maturity:

• If the final SX5E level on the valuation date is 鈮� 80 % of the initial level, holders receive a fixed Threshold Settlement Amount between $1,307.20 and $1,360.40 per $1,000 principal (鈮� +30 % to +36 %).
• If the final level is < 80 % of the initial, the payoff becomes linear: Payment = $1,000 + ($1,000 脳 Percentage Change). Every 1 % decline beyond -20 % erodes principal dollar-for-dollar, exposing the investor to up to 100 % loss of principal.

Credit & liquidity considerations: The notes are TD鈥檚 unsecured obligations and carry TD credit risk; they are not insured by the CDIC or FDIC and will not be listed on any exchange. TD鈥檚 initial estimated value is expected between $910 鈥� $940 per $1,000, reflecting dealer compensation and internal funding rates that are less favorable than TD鈥檚 conventional debt spreads. Secondary market liquidity is expected to be limited; GS & Co. is not obliged to make a market.

Distribution economics: Public offering price: $1,000; underwriting discount: $24; net proceeds to TD: $976. Agents are TD Securities (USA) LLC and Goldman Sachs & Co. LLC, which may engage in market-making and hedging transactions that could affect note pricing.

Key risk disclosures:

• Principal is at risk below the 80 % threshold; investors could lose their entire investment.
• No upside participation beyond the fixed Threshold Settlement Amount; performance is capped even if SX5E rises substantially.
• Note pricing and secondary values are based on TD鈥檚 internal funding rate, not on market credit spreads, generating an initial economic value well below the purchase price.
• Limited liquidity; potential substantial bid/ask spreads.
• Complex U.S. and Canadian tax treatment; notes assumed to be prepaid derivative contracts for U.S. tax purposes, but alternate IRS views are possible.

Indicative timetable: Pricing Date in 2025 (TBA); Issue Date five business days later; Valuation Date 47-50 months after pricing; Maturity two business days post-valuation.

Investors should review the detailed 鈥淎dditional Risk Factors鈥� and consult advisers to assess suitability given the capped upside, full downside exposure below 80 %, credit risk to TD, liquidity constraints and tax uncertainties.

Offering overview: The Toronto-Dominion Bank (TD) is issuing $1.751 million principal amount of senior unsecured Callable Contingent Interest Barrier Notes maturing 16 January 2030 (鈮� 4.5 years). The notes are linked to the worst performer among three equity benchmarks: the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and VanEck Semiconductor ETF (SMH).

Income mechanics: Investors receive a contingent coupon of ~15.40 % p.a. (鈮� 1.283 % per month) only if, on each monthly observation date, the closing value of every reference asset is at least 75 % of its initial level (the 鈥淐ontingent Interest Barrier鈥�). Miss the barrier on any observation date and that month鈥檚 coupon is forfeited; missed coupons are not recaptured.

Issuer call: Starting with the sixth coupon date (month 6) TD may redeem the notes monthly at par plus any due coupon. Early redemption terminates future coupon potential and introduces reinvestment risk.

Principal repayment: If the notes are not called, maturity payment depends on the worst (least-performing) asset on the final valuation date (11 January 2030):

• If all three assets finish 鈮� 60 % of their respective initial values (the 鈥淏arrier鈥�), principal is repaid in full.
• If any asset finishes < 60 %, repayment equals $1,000 plus $1,000 脳 (percentage change of the worst asset). A 50 % decline in the worst asset therefore produces a 50 % loss of principal; a decline 鈮� 100 % eradicates principal.

Key initial reference levels: NDX 22,780.60; RTY 2,234.827; SMH $287.49. Coupon barriers are 75 % of these levels; principal barriers are 60 %.

Pricing & distribution: Public price $1,000 per note; underwriting discount $2.50; proceeds to TD $997.50. Estimated value at pricing was $961.30, $38.70 below the public price, reflecting structuring and hedging costs. TD Securities (USA) LLC will receive the full selling commission (0.25 %) and pay an additional $2.50 per note marketing fee to an unaffiliated dealer.

Risk highlights: 1) No principal guarantee; losses track the full downside of the worst asset below the 60 % barrier. 2) Coupons are contingent; long periods without income are possible. 3) Reference-asset correlation risk: adding three uncorrelated benchmarks increases the probability that at least one breaches a barrier. 4) Illiquidity: the notes will not be listed and market-making is discretionary; investors may face wide bid/ask spreads. 5) Credit exposure: payments depend on TD鈥檚 ability to perform. 6) Tax treatment is uncertain; TD assumes prepaid derivative taxation but alternative characterisations are possible.

Investor profile: Suitable only for investors who (i) have a bullish-to-sideways view on all three reference assets over the term, (ii) can tolerate full principal loss, (iii) understand structured-product, equity-market and credit risks, and (iv) do not require guaranteed income or liquidity.