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The Toronto-Dominion Bank (TD) is offering US$500,000 aggregate principal amount of Digital S&P 500庐 Index-Linked Notes due 4 September 2029. The notes are senior unsecured debt securities (Series H) that do not pay periodic interest. At maturity investors receive one of two outcomes, calculated per US$1,000 principal:

• Threshold Settlement Amount: US$1,323.50 (a fixed 32.35% upside) if the S&P 500庐 Final Level on 30 Aug 2029 is at least 80% of the Initial Level (6,225.52).
• Downside Exposure: If the index falls below the 80% threshold, payment equals US$1,000 + US$1,000 脳 Percentage Change, producing a dollar-for-dollar loss beyond -20%. Investors could lose their entire principal.

Key economic terms include Initial Level 6,225.52, Threshold Level 4,980.416, 50-month tenor, minimum investment US$1,000, and CUSIP 89115HHW0.

Pricing & distribution: Public offering price US$1,000 per note; underwriting discount US$33.20; net proceeds to TD US$966.80. TD鈥檚 initial estimated value is US$959.30, reflecting internal funding rates and hedging costs and is 4.1% below the offering price. The notes will not be listed, and TD Securities (USA) LLC acts as agent and market-maker (no obligation).

Principal risks highlighted include credit risk of TD, full downside exposure below the 20% buffer, lack of secondary-market liquidity, capped upside, potential premium/discount impact on secondary purchases, tax uncertainty (pre-paid derivative contract assumption), and conflicts of interest in pricing and hedging.

The product is geared toward investors seeking enhanced fixed return with conditional protection in exchange for accepting TD credit risk, a hard upside cap, and potential 100% principal loss if the S&P 500 declines more than 20% over the term.

Toronto-Dominion Bank (TD) is marketing US-$669,000 of senior unsecured Series H Callable Contingent Interest Barrier Notes that mature 13 April 2028 (鈮� 33 months). The notes track the least-performing of the Dow Jones Industrial Average (INDU) and the Nasdaq-100 Index (NDX).

• Contingent coupon: 7.50% p.a., paid monthly (鈮� 0.625% per month) only if on the observation date the closing value of both indices is 鈮� 80% of its initial level (Contingent Interest Barrier).
• Issuer call: TD may redeem the notes in whole on any monthly payment date starting with the 6th coupon date (鈮� January 2026) for par plus any due coupon, regardless of index levels.
• Principal at risk: If the notes are not called and any index closes below 70% of its initial level on the final valuation date, repayment equals $1,000 + ($1,000 脳 Least-Performing % Change). Investors lose 1% of principal for every 1% the worst-performing index falls below its initial value and could lose their entire investment.
• Key reference levels (set 9 Jul 2025): INDU initial 44,458.30 (barrier 31,120.81; coupon 35,566.64); NDX initial 22,864.91 (barrier 16,005.437; coupon 18,291.928).
• Issue economics: Public offer price $1,000; underwriting discount $27.50 (2.75%); proceeds to TD $972.50. TD鈥檚 internally calculated estimated value is $961.20, 3.9% below the offer price.
• Liquidity & listing: Book-entry DTC; not listed on any exchange; TD Securities may make a market but is not obliged to. Secondary prices likely below offer price; wide bid-ask spreads expected.
• Risk highlights: unsecured TD credit risk; coupons not guaranteed; exposure to downside of each index; negative convexity due to issuer call; complex U.S./Canadian tax treatment; product not intended for EEA/UK retail investors.
• Tax & regulation: TD and holders intend to treat the notes as prepaid derivatives for U.S. tax purposes; coupons taxed as ordinary income. FINRA 5121 applies due to affiliate distribution.

Bottom line: The notes offer above-market conditional yield but expose investors to equity downside, early-call reinvestment risk, limited liquidity and credit risk. They are suitable only for sophisticated investors who can tolerate loss of principal and understand structured products.

The Toronto-Dominion Bank (TD) is offering senior unsecured Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Russell 2000庐 Index (RTY). The notes, issued under Series H, are scheduled to price on 9 July 2025, settle on 14 July 2025, and mature on 24 July 2026 (approx. 54 weeks), unless automatically called earlier.

• Principal amount: $1,000 per note (minimum purchase $10,000).
• Quarterly review dates: 21 Oct 2025, 20 Jan 2026, 21 Apr 2026, and 21 Jul 2026 (Final Review Date).
• Autocall trigger: If RTY closing level 鈮� Initial Level (2,228.738) on any review date other than the final, TD repays principal plus earned and unpaid contingent interest; no further payments accrue.
• Contingent interest: $21.70 per $1,000 (2.17% per quarter) if RTY 鈮� Barrier Level (1,671.5535, 75% of Initial Level) on a review date. Memory Interest pays missed coupons retroactively once the barrier is subsequently met.
• Barrier protection: If not called, principal is repaid in full only when Final Level 鈮� Barrier Level. Otherwise, holders lose 1% of principal for every 1% RTY declines below the Initial Level, down to a potential 100% loss.
• Pricing economics: Public offering price $1,000; underwriting discount $10; proceeds to TD $990. Estimated fair value on the pricing date is $950-$985, below issue price, reflecting distribution costs and internal funding rate.
• Liquidity & listing: Notes will not be listed on any exchange; secondary market making is not guaranteed. Payments are subject to TD鈥檚 credit risk.

Risk highlights include potential total loss of principal, non-payment of contingent interest if the barrier is breached, reinvestment risk upon autocall, valuation and liquidity discounts in the secondary market, and tax uncertainties (30% U.S. withholding on coupons for non-U.S. holders). The product is prohibited from retail distribution in the EEA and UK under PRIIPs rules.

Investor profile: Suitable only for investors able to tolerate equity-linked downside, illiquidity, and issuer credit exposure in exchange for enhanced contingent income and limited upside capped at cumulative coupons.