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The Toronto-Dominion Bank (TD) is issuing US$1.751 million of senior unsecured Callable Contingent Interest Barrier Notes (Series H) due 16 July 2030. The 5-year securities are linked to the least-performing of three U.S. equity benchmarks: the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and S&P 500 (SPX).

Coupon mechanics. Investors receive a quarterly contingent coupon of 8.85% p.a. (鈮�2.2125% per quarter) only when, on the relevant observation date, the closing level of each index is at least 70 % of its initial level (the 鈥淐ontingent Interest Barrier鈥�). Miss one index and the coupon for that quarter is lost; unpaid interest does not accrue.

Call feature. TD may redeem the notes in full, at par plus any due coupon, on any quarterly payment date starting with the second one (鈮�6 months after issuance) on three business-days鈥� notice. After a call, no further payments are made.

Maturity payoff. If the notes are not called: 鈥� full principal is returned if all indices are 鈮�60 % of their initial level on the final valuation date; 鈥� if any index is <60 %, repayment equals $1,000 + ($1,000 脳 Least-Performing % Change), resulting in a 1 % loss of principal for every 1 % index decline below its initial level, down to total loss.

Key terms.

• Issue price: $1,000; estimated value: $978.70 (reflects internal funding rate and fees).
• Underwriting discount: 鈮�$2.6927 per note; TDS commission up to $7.00; additional $4.50 marketing fee on most of the issue.
• Minimum investment: $1,000; CUSIP 89115HJY4.
• Product not listed; secondary liquidity dependent on dealer market-making.
• Unsecured obligations; subject to TD credit risk; not CDIC/FDIC insured.

Risk highlights. Investors face (1) full downside exposure below the 60 % barrier, (2) zero-coupon quarters if any index breaches 70 %, (3) reinvestment and price risk if TD calls early (likely in favourable markets), (4) valuation and liquidity discounts versus issue price, and (5) complex U.S./Canadian tax treatment.

Proceeds are general corporate funds. No financial results were disclosed; therefore, the note launch has limited balance-sheet impact for TD but presents material structure-specific risks to purchasers.

The Toronto-Dominion Bank (TD) is offering $615,000 aggregate principal amount of five-year, senior unsecured 鈥淐allable Contingent Interest Barrier Notes鈥� linked to the least-performing of three U.S. equity indices 鈥� the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and S&P 500 (SPX). The notes are issued under TD鈥檚 shelf registration (No. 333-283969) and this document is the definitive pricing supplement dated 11 July 2025.

Key economic terms

• Principal Amount: $1,000 per note; minimum trade $1,000.
• Term: Approximately 5 years, maturing 16 July 2030, unless called earlier.
• Contingent Interest: Monthly coupons at an annualized ~7.00% ($5.833 per $1,000) paid only if, on the relevant observation date, all three reference indices close at or above their Contingent Interest Barrier (53.50 % of initial level).
• Barriers: Both the Contingent Interest Barrier and the principal Barrier are set at 53.50 % of each index鈥檚 initial value (INDU 23,738.7579; RTY 1,195.6324; SPX 3,348.9663).
• Issuer Call: TD may redeem the notes in whole on any monthly payment date starting with the 12th coupon date (鈮� one year after issue) on three business-days鈥� notice. If called, investors receive par plus any due coupon; no further payments.
• Payment at Maturity (if not called): 鈥� If the final level of each index 鈮� its Barrier: return of principal plus any due coupon.
  鈥� If any index final level < its Barrier: repayment equals $1,000 脳 (1 + Least-Performing % Change); investors lose 1 % of principal for every 1 % decline in the worst-performing index, up to 100 % loss.
• Pricing/fees: Public offering price $1,000; underwriting discount $7.50 (0.75 %); estimated value on the pricing date $975.60 (reflects TD internal funding rate and hedging costs).
• Credit: Senior unsecured obligation of TD; not FDIC/Canada Deposit Insurance Corp-insured.
• Liquidity: No exchange listing; secondary market, if any, will be made by TD Securities (USA) LLC but is not guaranteed.

Investor considerations & risks

• The structure offers enhanced coupon potential (7 % p.a.) but no guaranteed income; coupons cease whenever any index breaches its monthly barrier.
• Principal is at risk below a 46.5 % decline in any index at final valuation; diversification benefit is limited because performance is driven by the worst index.
• Issuer call exposes holders to reinvestment risk, especially in lower-rate environments.
• Estimated value is 2.44 % below issue price; secondary bids likely below both issue price and estimated value.
• Tax treatment: Notes treated as prepaid derivative contracts; contingent interest taxable as ordinary income. Non-U.S. investors discouraged.

The $615,000 face amount is immaterial to TD鈥檚 balance sheet; significance is limited to prospective note purchasers considering the trade-off between a 7 % conditional yield and meaningful downside and credit risks.

The Toronto-Dominion Bank (TD) is marketing senior unsecured Autocallable Contingent Interest Barrier Notes linked to the SPDR庐 S&P 500庐 ETF Trust (SPY). The three-year notes (Issue Date 17 Jul 2025; Maturity 19 Jul 2028) pay a contingent interest rate of 7.00% p.a., evaluated semi-annually. A coupon is paid only when SPY鈥檚 closing price on a Contingent Interest Observation Date is at least 70% of the Initial Value (Contingent Interest Barrier = $436.534).

Autocall feature: on any semi-annual Call Observation Date (first: 14 Jan 2026) the notes are automatically redeemed at par plus the coupon if SPY 鈮� 100% of the Initial Value ($623.62). Early redemption shortens the investment horizon and ends further coupon potential.

Principal repayment:

• If not called and SPY final value 鈮� 70% of Initial Value, holders receive par ($1,000).
• If SPY final value < 70% of Initial Value, repayment is $1,000 + ($1,000 脳 Percentage Change), exposing investors to the full downside of SPY below the 70% barrier and up to 100% loss of principal.

Pricing & distribution: Public offering price $1,000; underwriting discount up to $16 (1.60%). Estimated value on the pricing date is $955 鈥� $990, below the offer price, reflecting structuring and hedging costs. Minimum investment is $1,000; the notes will not be listed and secondary liquidity is expected to be limited. TD Securities (USA) LLC acts as agent, creating FINRA Rule 5121 conflicts of interest.

Risk highlights: (i) no guarantee of coupons or principal; (ii) exposure to both market risk of SPY and TD鈥檚 credit risk; (iii) capped upside limited to received coupons; (iv) potential early call and reinvestment risk; (v) estimated value below offer price; (vi) complex U.S. tax treatment鈥攊ntended to be treated as prepaid derivatives, but alternate characterisations are possible.

Investor profile: suitable only for investors who:

• have a moderately bullish or range-bound view on SPY over three years;
• can tolerate equity downside and credit risk;
• seek enhanced income versus traditional debt but accept limited liquidity and structural complexity.

Key dates: Strike 11 Jul 2025; Pricing 14 Jul 2025; Issue 17 Jul 2025; semi-annual observation/payment dates each 14 Jan/Jul; Final Valuation 14 Jul 2028; Maturity 19 Jul 2028.