The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these Trigger
PLUS until the pricing supplement, the accompanying product supplement, underlier supplement and prospectus (collectively, the “Offering Documents”) are delivered in final form. The Offering Documents are not an offer to sell these Trigger PLUS and
we are not soliciting offers to buy these Trigger PLUS in any state where the offer or sale is not permitted.
Subject to Completion
 |
July 2025
Amendment No. 1 dated June 27, 2025†
to the Preliminary Pricing Supplement
Dated June 25, 2025
Registration Statement No. 333-283969
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated February 26, 2025
Underlier Supplement dated February 26, 2025
and Product Supplement MLN-EI-1 dated February 26, 2025)
|
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The Trigger PLUS will pay no interest and do not guarantee any return of principal at maturity. At maturity, if the final index value of the underlying index is greater than the initial index value,
investors will receive the stated principal amount of their investment plus the leveraged upside performance of the underlying index. If the final index value is less than or equal to the initial index value but greater than or equal to the trigger
level, investors will receive the stated principal amount at maturity. However, if the final index value is less than the trigger level, investors will lose 1% for every 1% that the final index value falls below the initial index value. Under these
circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero. Accordingly, the Trigger PLUS do not guarantee any return of principal at maturity and you could lose a significant portion or all
of your investment in the Trigger PLUS. The Trigger PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the upside leverage feature that applies to a
limited range of performance of the underlying index and the limited protection against loss that applies only if the final index value is greater than or equal to the trigger level. The Trigger PLUS are senior unsecured debt securities issued by The
Toronto-Dominion Bank (“TD” or “we”). The Trigger PLUS are notes issued as part of TD’s Senior Debt Securities, Series H.
All payments on the Trigger PLUS are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any amounts owed to you under the
Trigger PLUS and you could lose your entire investment in the Trigger PLUS. These Trigger PLUS are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
|
SUMMARY TERMS
|
|||
|
Issuer:
|
The Toronto-Dominion Bank (“TD”)
|
||
|
Issue:
|
Senior Debt Securities, Series H
|
||
|
Underlying index:
|
S&P 500® Index (Bloomberg Ticker: “SPX”)
|
||
|
Aggregate principal amount:
|
$•
|
||
|
Stated principal amount:
|
$1,000.00 per Trigger PLUS
|
||
|
Issue price:
|
$1,000.00 per Trigger PLUS (see “Commissions and issue price” below)
|
||
|
Minimum investment:
|
$1,000.00 (1 Trigger PLUS)
|
||
|
Coupon:
|
None
|
||
|
Pricing date:
|
July 17, 2025
|
||
|
Original issue date:
|
July 22, 2025 (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 Trigger PLUS in the secondary market on any date prior to one business day before delivery of the Trigger PLUS will be
required, by virtue of the fact that the Trigger PLUS initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade.
|
||
|
Valuation date:
|
July 31, 2031, subject to postponement in the event of a market disruption event as described in the accompanying product supplement
|
||
|
Maturity date:
|
August 5, 2031, subject to postponement in the event of a market disruption event, as described in the accompanying product supplement
|
||
|
Payment at maturity per Trigger
PLUS:
|
◾ If the final index value is greater than the initial index value:
$1,000.00 + leveraged upside payment
◾ If the final index value is less than or equal to the initial index value but greater than or equal to the trigger level:
$1,000.00
◾ If the final index value is less than the trigger level:
$1,000.00 + ($1,000.00 × underlying return)
If the final index value is less than the trigger level, you will lose 1% for every 1% that the final index value falls below the
initial index value and you could lose up to your entire investment in the Trigger PLUS.
|
||
|
Underlying return:
|
(final index value − initial index value) / initial index value
|
||
|
Leverage factor:
|
108.93%
|
||
|
Leveraged upside payment:
|
$1,000.00 × leverage factor × underlying return
|
||
|
Trigger level:
|
85% of the initial index value
|
||
|
Initial index value:
|
The index closing value of the underlying index on the pricing date, 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.
|
||
|
Final index value:
|
The index closing value of the underlying index on the valuation date, 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.
|
||
|
CUSIP/ISIN:
|
89115HHH3 / US89115HHH30
|
||
|
Listing:
|
The Trigger PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
|
||
|
Calculation agent:
|
TD
|
||
|
Agent:
|
TD Securities (USA) LLC (“TDS”), an affiliate of TD. See “Additional Information About the Trigger PLUS —Supplemental
information regarding plan of distribution (conflicts of interest); secondary markets (if any).”
|
||
|
Estimated value on the pricing
date:
|
The estimated value of your Trigger PLUS at the time the terms of your Trigger PLUS will be set on the pricing date is expected to be between $905.00 and $940.00 per Trigger PLUS, as discussed
further under “Risk Factors — Risks Relating to Estimated Value and Liquidity” beginning on page 8 and “Additional Information About the Trigger PLUS — Additional information regarding the estimated value of the Trigger PLUS” herein. The
estimated value is expected to be less than the public offering price of the Trigger PLUS.
|
||
|
Commissions and issue price:
|
Price to Public(1)
|
Fees and Commissions(1)
|
Proceeds to Issuer
|
||
|
Per Trigger PLUS:
|
$1,000.00
|
$30.00(a)
+$5.00(b)
$35.00
|
$965.00
|
||
|
Total:
|
$•
|
$•
|
$•
|
| (1) |
TDS will purchase the Trigger PLUS from TD at the price to public less a fee of $35.00 per Trigger PLUS. TDS will resell all of the Trigger PLUS to Morgan Stanley Smith Barney LLC (“Morgan
Stanley Wealth Management”) at an underwriting discount which reflects:
|
| (a) |
a fixed sales commission of $30.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells and
|
| (b) |
a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of Trigger PLUS that Morgan Stanley Wealth Management sells,
|
each payable to Morgan Stanley Wealth Management. See “Additional Information About the Trigger PLUS — Supplemental
information regarding plan of distribution (conflicts of interest); secondary markets (if any)” herein.
The Trigger PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these Trigger PLUS or determined that
this pricing supplement, the product supplement, the underlier supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Trigger PLUS are unsecured and are not savings accounts or insured deposits of a bank. The Trigger PLUS are not insured or guaranteed by the Canada Deposit
Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States. The Trigger PLUS will not be listed or displayed on any securities exchange or electronic
communications network.
We will deliver the Trigger PLUS in book-entry only form through the facilities of The Depository Trust Company on the original issue date against payment in
immediately available funds.
† This amended and restated preliminary pricing supplement amends, restates and supersedes the preliminary pricing supplement related hereto dated June 25, 2025 in
its entirety.
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Additional Information About TD and the Trigger PLUS
You should read this pricing supplement together with the prospectus dated February 26, 2025, as supplemented by the product supplement MLN-EI-1 dated
February 26, 2025 and the underlier supplement dated February 26, 2025, relating to our Senior Debt Securities, Series H, of which these Trigger PLUS are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings
given to them in the product supplement. In the event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; third, the underlier supplement; and last, the accompanying prospectus. The Trigger PLUS vary from the terms described in the product supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Trigger PLUS and supersedes all prior or contemporaneous oral statements as well as any
other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other
things, the matters set forth in “Risk Factors” herein, “Additional Risk Factors Specific to the Notes” in the product supplement and in “Risk Factors” in the prospectus, as the Trigger PLUS involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Trigger PLUS. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed,
by reviewing our filings for the relevant date on the SEC website):
| ■ |
Prospectus dated February 26, 2025:
|
| ■ |
Underlier Supplement dated February 26, 2025:
|
| ■ |
Product Supplement MLN-EI-1 dated February 26, 2025:
|
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, “TD,” “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its
subsidiaries.
TD reserves the right to change the terms of, or reject any offer to purchase, the Trigger PLUS prior to their issuance. In the event of any changes to the terms of the Trigger PLUS,
TD will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case TD may reject your offer to purchase.
“Trigger Performance Leveraged Upside SecuritiesSM” and “Trigger PLUSSM” are service marks of Morgan Stanley.
This amended and restated preliminary pricing supplement amends, restates and supersedes the preliminary pricing supplement related hereto dated June 25, 2025 in its entirety.
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Investment Overview
Trigger Performance Leveraged Upside Securities
Principal at Risk Securities
The Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031 can be used:
| ◾ |
As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of the underlying index; however, by investing in the Trigger PLUS, you will not be
entitled to receive any dividends paid with respect to the stocks comprising the underlying index (the “index constituent stocks”) or any interest payments. You should carefully consider whether an investment that does not provide for any
dividends or interest payments is appropriate for you.
|
| ◾ |
To enhance returns and potentially outperform the underlying index in a bullish scenario.
|
| ◾ |
To achieve similar levels of upside exposure to the underlying index as a direct investment, while using fewer dollars by taking advantage of the leverage factor.
|
| ◾ |
To provide limited protection against a loss of principal in the event of a decline of the underlying index as of the valuation date but only if the final index value is greater
than or equal to the trigger level. If the final index value is less than the trigger level, the Trigger PLUS are exposed on a 1:1 basis to the negative performance of the underlying index.
|
|
Maturity:
|
Approximately 72 months
|
|
|
Leverage factor:
|
108.93% (applicable only if the final index value is greater than the initial index value)
|
|
|
Trigger level:
|
85% of the initial index value
|
|
|
Coupon:
|
None
|
|
|
Minimum payment at maturity:
|
None. Investors may lose up to their entire investment in the Trigger PLUS.
|
|
|
Listing:
|
The Trigger PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
|
Key Investment Rationale
Investors can use the Trigger PLUS to leverage returns by 108.93%, and obtain contingent protection against a loss of the stated principal amount in the event that the final index value
is less than or equal to the initial index value but greater than or equal to the trigger level. If the final index value is greater than the initial index value, investors will receive the stated principal amount of their investment plus the
leveraged upside performance of the underlying index at maturity. If the final index value is less than or equal to the initial index value but greater than or equal to the trigger level, investors will receive the stated principal amount at
maturity. However, if the final index value is less than the trigger level, investors will lose 1% for every 1% that the final index value falls below the initial index value. Investors may lose up to their entire investment in the Trigger PLUS. All
payments on the Trigger PLUS are subject to the credit risk of TD. 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 Trigger PLUS.
Investors will not be entitled to receive any dividends paid with respect to the index constituent stocks and the Trigger PLUS do not pay periodic interest. You should carefully
consider whether an investment that does not provide for any dividends or periodic interest is appropriate for you.
|
Leveraged Performance
|
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index or the index constituent
stocks.
|
|
Upside Scenario
|
If the final index value is greater than the initial index value, at maturity you will receive the stated principal amount of $1,000.00 plus the leveraged upside payment.
|
|
Par Scenario
|
If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, which is 85% of the initial
index value, at maturity you will receive the stated principal amount.
|
|
Downside Scenario
|
If the final index value is less than the trigger level, at maturity you will receive significantly less than the stated principal amount, if anything,
resulting in a percentage loss of your investment equal to the underlying return. For example, if the underlying return is -35%, each Trigger PLUS will redeem for $650.00, or 65% of the stated principal amount. There is no minimum payment on the Trigger PLUS and you could lose up to your entire investment in the Trigger PLUS.
|
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Investor Suitability
The Trigger PLUS may be suitable for you if:
| ■ |
You fully understand and are willing to accept the risks of an investment in the Trigger PLUS, including the risk that you may lose up to 100% of your investment in the Trigger PLUS
|
| ■ |
You can tolerate a loss of a significant portion or all of your investment and are willing to make an investment that, if the final index value is less than the trigger level, has the same downside market risk as that of a direct
investment in the underlying index or the index constituent stocks
|
| ■ |
You believe that the final index value will be greater than the initial index value
|
| ■ |
You can tolerate fluctuations in the market prices of the Trigger PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
|
| ■ |
You do not seek current income from your investment and are willing to forgo any dividends paid on any index constituent stocks
|
| ■ |
You are willing and able to hold the Trigger PLUS to maturity, a term of approximately 72 months, and accept that there may be little or no secondary market for the Trigger PLUS
|
| ■ |
You understand and are willing to accept the risks associated with the underlying index
|
| ■ |
You are willing to assume the credit risk of TD for all payments under the Trigger PLUS, and you understand that if TD defaults on its obligations you may not receive any amounts due to you including any repayment of principal
|
The Trigger PLUS may not be suitable for you if:
| ■ |
You do not fully understand or are unwilling to accept the risks of an investment in the Trigger PLUS, including the risk that you may lose up to 100% of your investment
|
| ■ |
You require an investment that provides for full or at least partial return of principal
|
| ■ |
You are not willing to make an investment that, if the final index value is less than the trigger level, has the same downside market risk as that of a direct investment in the underlying index or the index constituent stocks
|
| ■ |
You believe that the final index value will be less than or equal to the initial level
|
| ■ |
You cannot tolerate fluctuations in the market price of the Trigger PLUS prior to maturity that may be similar to or exceed the fluctuations in the value of the underlying index
|
| ■ |
You seek current income from your investment or prefer to receive the dividends paid on the index constituent stocks
|
| ■ |
You are unable or unwilling to hold the Trigger PLUS to maturity, a term of approximately 72 months, or seek an investment for which there will be an active secondary market
|
| ■ |
You do not understand or are not willing to accept the risks associated with the underlying index
|
| ■ |
You are not willing to assume the credit risk of TD for all payments under the Trigger PLUS, including any repayment of principal
|
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
How the Trigger PLUS Work
Hypothetical Examples
The below examples are based on the following terms and are purely hypothetical (the actual terms of your Trigger PLUS will be determined on the pricing date and
will be specified in the final pricing supplement).
Investors will not be entitled to receive any dividends paid with respect to the index constituent stocks or any periodic interest. You should carefully consider whether an investment that does not
provide for any dividends or periodic interest is appropriate for you. All payments on the Trigger PLUS are subject to our credit risk.
|
Stated principal amount:
|
$1,000.00 per Trigger PLUS
|
|
|
Leverage factor:
|
108.93%
|
|
|
Hypothetical initial index value:
|
100.00
|
|
|
Trigger level:
|
85.00, which is 85% of the initial index value
|
|
|
Minimum payment at maturity:
|
None
|
EXAMPLE 1: The value of the underlying index increases over the term of the Trigger PLUS.
|
Final index value
|
110.00
|
|
|
Underlying return
|
(110.00 – 100.00) / 100.00 = 10.00%
|
|
|
Payment at maturity
|
= $1,000.00 + leveraged upside payment
|
|
|
= $1,000.00 + ($1,000.00 × leverage factor × underlying return)
|
||
|
= $1,000.00 + ($1,000.00 × 108.93% × 10.00%)
|
||
|
= $1,108.93
|
In Example 1, the final index value is greater than the initial index value and the underlying return is 10.00%. Accordingly, investors receive the
stated principal amount at maturity plus a return equal to 108.93% times the underlying return, resulting in a payment at maturity of $1,108.93 per Trigger PLUS (a total return of 10.893%).
EXAMPLE 2: The value of the underlying index declines over the term of the Trigger PLUS and the final index value is greater than or equal to the trigger level.
|
Final index value
|
95.00
|
|
|
Underlying return
|
(95.00 – 100.00) / 100.00 = -5.00%
|
|
|
Payment at maturity
|
= $1,000.00
|
In Example 2, the final index value is less than or equal to the initial index value but greater than or equal to the trigger level and the underlying
return is -5.00%. Accordingly, investors receive the stated principal amount of $1,000.00 per Trigger PLUS at maturity (a total return of 0.00%).
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
EXAMPLE 3: The value of the underlying index declines over the term of the Trigger PLUS and the final index value is less than the trigger level.
|
Final index value
|
40.00
|
|
|
Underlying return
|
(40.00 – 100.00) / 100.00 = -60.00%
|
|
|
Payment at maturity
|
= $1,000.00 + ($1,000.00 × underlying return)
|
|
|
= $1,000.00 + ($1,000.00 × -60.00%)
|
||
|
= $1,000.00 - $600.00
|
||
|
= $400.00
|
In Example 3, the final index value is less than the trigger level and the underlying return is -60.00%. Because the
final index value is less than the trigger level, investors are fully exposed to the decline of the final index value of the underlying index relative to the initial index value, resulting in a payment at maturity of $400.00 per Trigger PLUS (a
return on investment of -60.00%).
If the final index value is less than the trigger level, you will lose 1% for every 1% that the final index value falls below the initial index value and you could lose up to your entire investment in the Trigger PLUS.
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Risk Factors
The following is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of these and other risks, you should read the section
entitled “Additional Risk Factors Specific to the Notes” of the accompanying product supplement and “Risk Factors” of the accompanying prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisors concerning an
investment in the Trigger PLUS.
Risks Relating to Return Characteristics
| ◾ |
Risk of significant loss at maturity; you may lose up to your entire investment. The Trigger PLUS differ from ordinary debt securities in that TD will not necessarily repay the stated principal
amount of the Trigger PLUS at maturity. TD will pay you the stated principal amount of your Trigger PLUS at maturity only if the final index value is greater than or equal to the trigger level. If the final index value is less than the
trigger level, you will lose 1% of your principal for every 1% that the final index value falls below the initial index value. You may lose up to your entire investment in the Trigger PLUS.
|
| ■ |
The stated payout from the issuer applies only at maturity. You should be willing to hold your Trigger PLUS to maturity. The stated payout, including the benefit of the leverage factor, is available
only if you hold your Trigger PLUS to maturity. If you are able to sell your Trigger PLUS prior to maturity in the secondary market, you may have to sell them at a loss relative to your investment in the Trigger PLUS even if the then-current
value of the underlying index is greater than or equal to the trigger level.
|
| ■ |
You will not receive any interest payments. TD will not pay any interest with respect to the Trigger PLUS.
|
| ■ |
The amount payable on the Trigger PLUS is not linked to the value of the underlying index at any time other than the valuation date. The final index value will be based on the index closing value on
the valuation date, subject to postponement for non-trading days and certain market disruption events. If the value of the underlying index falls on the valuation date, the payment at maturity may be significantly less than it would have been
had the payment at maturity been linked to the value of the underlying index at any time prior to such drop. Although the index closing value on the maturity date or at other times during the term of the Trigger PLUS may be higher than the
index closing value on the valuation date, the payment at maturity will be based solely on the index closing value on the valuation date.
|
| ■ |
Owning the Trigger PLUS is not the same as owning the index constituent stocks. The return on your Trigger PLUS may not reflect the return you would realize if you actually owned the index
constituent stocks. Furthermore, you will not receive or be entitled to receive any dividend payments or other distributions paid on the index constituent stocks, and no such dividends or distributions will be factored into the calculation of
the payment at maturity on your Trigger PLUS. In addition, as an owner of the Trigger PLUS, you will not have voting rights or any other rights that a holder of the index constituent stocks may have.
|
Risks Relating to Characteristics of the Underlying Index
| ◾ |
An investment in the Trigger PLUS involves market risk associated with the underlying index. The return on the Trigger PLUS, which may be negative, is linked to the performance of the underlying
index and indirectly linked to the value of the index constituent stocks. The value of the underlying index can rise or fall sharply due to factors specific to the underlying index or its index constituent stocks and their issuers (the “index
constituent stock issuers”), 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 values, interest rates and economic, political and other conditions. You, as an investor in the Trigger PLUS, should make your own investigation into the underlying index and the
index constituent stocks.
|
| ■ |
There can be no assurance that the investment view implicit in the Trigger PLUS will be successful. It is impossible to predict whether and the extent to which the value of the underlying index will
rise or fall and there can be no assurance that the final index value will be greater than or equal to the trigger level. The final index value (and therefore the underlying return) will be influenced by complex and interrelated political,
economic, financial and other factors that affect the index constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by the underlying index in general and each index constituent stock
in particular, and the risk of losing a significant portion or all of your investment in the Trigger PLUS.
|
| ◾ |
The underlying index reflects price return, not total return. The return on the Trigger PLUS is based on the performance of the underlying index, which reflects the changes in the market prices of
the index constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the index constituent stocks. The return on the
Trigger PLUS will not include such a total return feature or dividend component.
|
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
| ◾ |
Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the Trigger
PLUS. The policies of the index sponsor as specified under “Information About the Underlying Index” (the “index sponsor”), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which
the index sponsor takes account of certain changes affecting those index constituent stocks may adversely affect the value of the underlying index. The policies of the index sponsor with respect to the calculation of the underlying index
could also adversely affect the value of the underlying index. The index sponsor may discontinue or suspend calculation or dissemination of the underlying index. Any such actions could have an adverse effect on the market value of, and any
amount payable on, the Trigger PLUS.
|
| ◾ |
There is no affiliation between the index sponsor and TD, and TD is not responsible for any disclosure by such index sponsor. We or our affiliates may currently, or from time to time engage in
business with the index sponsor. However, we and our affiliates are not affiliated with the index sponsor and have no ability to control or predict its actions. You, as an investor in the Trigger PLUS, should conduct your own independent
investigation of the index sponsor and the underlying index. The index sponsor is not involved in the Trigger PLUS offered hereby in any way and has no obligation of any sort with respect to your Trigger PLUS. The index sponsor has no
obligation to take your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your Trigger PLUS.
|
Risks Relating to Estimated Value and Liquidity
| ◾ |
The estimated value of your Trigger PLUS is expected to be less than the public offering price of your Trigger PLUS. The estimated value of your Trigger PLUS on the pricing date is expected to be
less than the public offering price of your Trigger PLUS. The difference between the public offering price of your Trigger PLUS and the estimated value of the Trigger PLUS reflects costs and expected profits associated with selling and
structuring the Trigger PLUS, as well as hedging our obligations under the Trigger PLUS. 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 Trigger PLUS is based on our internal funding rate. The estimated value of your Trigger PLUS on the pricing date is determined by reference to our internal funding rate.
The internal funding rate used in the determination of the estimated value of the Trigger PLUS generally represents a discount from the credit spreads for our conventional, fixed-rate debt Trigger PLUS and the borrowing rate we would pay for
our conventional, fixed-rate debt Trigger PLUS. This discount is based on, among other things, our view of the funding value of the Trigger PLUS as well as the higher issuance, operational and ongoing liability management costs of the Trigger
PLUS 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 Trigger PLUS, or the borrowing rate we would pay for our conventional, fixed-rate debt Trigger PLUS were to be used, we would expect the economic terms of the Trigger PLUS to be more favorable to you.
Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the Trigger PLUS is expected to increase the estimated value of the Trigger PLUS at any time.
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| ◾ |
The estimated value of the Trigger PLUS 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 Trigger PLUS on the pricing date is based on our internal pricing models when the terms of the Trigger PLUS 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 Trigger PLUS may not be consistent with those of other financial institutions that may be purchasers or sellers of Trigger PLUS in the secondary market. As a result, the secondary
market price of your Trigger PLUS may be materially less than the estimated value of the Trigger PLUS 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 Trigger PLUS is not a prediction of the prices at which you may sell your Trigger PLUS in the secondary market, if any, and such secondary market prices, if any, will likely be
less than the public offering price of your Trigger PLUS and may be less than the estimated value of your Trigger PLUS. The estimated value of the Trigger PLUS is not a prediction of the prices at which the agent, other affiliates
of ours or third parties may be willing to purchase the Trigger PLUS 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 Trigger PLUS
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
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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substantially less than the estimated value of the Trigger PLUS. Further, as secondary market prices of your Trigger PLUS take into account the levels at which our debt Trigger PLUS trade in the secondary
market, and do not take into account our various costs and expected profits associated with selling and structuring the Trigger PLUS, as well as hedging our obligations under the Trigger PLUS, secondary market prices of your Trigger PLUS
will likely be less than the public offering price of your Trigger PLUS. As a result, the price at which the agent, other affiliates of ours or third parties may be willing to purchase the Trigger PLUS from you in secondary market
transactions, if any, will likely be less than the price you paid for your Trigger PLUS, 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 Trigger PLUS in the secondary market may not be indicative of future prices of your Trigger PLUS. Assuming that all relevant factors
remain constant after the pricing date, the price at which the agent may initially buy or sell the Trigger PLUS in the secondary market (if the agent makes a market in the Trigger PLUS, which it is not obligated to do) may exceed the
estimated value of the Trigger PLUS on the pricing date, as well as the secondary market value of the Trigger PLUS, for a temporary period after the original issue date of the Trigger PLUS, as discussed further under “Additional Information
About the Trigger PLUS — Additional information regarding the estimated value of the Trigger PLUS”. The price at which the agent may initially buy or sell the Trigger PLUS in the secondary market may not be indicative of future prices of your
Trigger PLUS.
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| ◾ |
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 Trigger PLUS 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 Trigger PLUS. 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 Trigger PLUS — sales in the secondary market may result in significant losses. There may be little or no secondary market for the Trigger PLUS. The
Trigger PLUS will not be listed or displayed on any Trigger PLUS exchange or electronic communications network. The agent or another one of our affiliates may make a market for the Trigger PLUS; 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 Trigger PLUS 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 Trigger PLUS in any secondary market could be substantial. If you sell your Trigger PLUS 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 index, and as a result, you may suffer substantial losses.
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| ◾ |
If the value of the underlying index changes, the market value of your Trigger PLUS may not change in the same manner. Your Trigger PLUS may trade quite differently from the performance of the
underlying index. Changes in the value of the underlying index may not result in a comparable change in the market value of your Trigger PLUS. Even if the closing value of the underlying index increases to greater than the initial index value
during the term of the Trigger PLUS, the market value of your Trigger PLUS may not increase by the same amount and could decline.
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Risks Relating to General Credit Characteristics
| ◾ |
Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the Trigger PLUS. Although the return on the Trigger PLUS will be based
on the performance of the underlying index, the payment of any amount due on the Trigger PLUS is subject to TD’s credit risk. The Trigger PLUS are TD’s senior unsecured debt obligations. Investors are dependent on TD’s ability to pay all
amounts due on the Trigger PLUS 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 Trigger PLUS. 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
Trigger PLUS.
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Risks Relating to Hedging Activities and Conflicts of Interest
| ◾ |
There are potential conflicts of interest between you and the calculation agent. The calculation agent will, among other things, determine the amount payable on the Trigger PLUS. 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
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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event affecting the underlying index 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 return on the Trigger PLUS, 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 valuation date, and therefore the maturity date, are subject to market disruption events and postponements. The valuation date, and therefore the maturity date, are subject to postponement as
described in the product supplement due to the occurrence of one or 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.
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| ◾ |
Trading and business activities by TD or its affiliates may adversely affect the market value of, and return on, the Trigger PLUS. We, the agent and/or our other affiliates may hedge our obligations
under the Trigger PLUS by purchasing securities, futures, options or other derivative instruments with returns linked or related to changes in the value of the underlying index or one or more index constituent stocks, 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 Trigger PLUS 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 the underlying index or one or more index
constituent stocks.
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These trading activities may present a conflict between the holders’ interest in the Trigger PLUS and the interests we and our affiliates will have in our or their proprietary
accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers’ accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the
holders of the Trigger PLUS.
We, the agent and/or our other affiliates may, at present or in the future, engage in business with one or more underlying index Constituent Issuers, including making loans to or
providing advisory services to those companies. These services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict between our, the agent’s and/or our other affiliates’
obligations, and your interests as a holder of the Trigger PLUS. Moreover, we, the agent and/or our other affiliates may have published, and in the future expect to publish, research reports with respect to the underlying index or one or more index
constituent stocks. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Trigger PLUS. Any of these activities by us and/or our other
affiliates may affect the value of the underlying index and, therefore, the market value of, and return on, the Trigger PLUS.
Risks Relating to Canadian and U.S. Federal Income Taxation
| ◾ |
Significant aspects of the tax treatment of the Trigger PLUS are uncertain. Significant aspects of the U.S. tax treatment of the Trigger PLUS 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 Trigger PLUS.
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For a discussion of the Canadian federal income tax consequences of investing in the Trigger PLUS, please see the discussion in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement
under “Supplemental Discussion of Canadian Tax Consequences” and the further discussion herein under “Additional Information About the Trigger PLUS”. If you are not a Non-resident Holder (as that term is defined in the prospectus) for Canadian
federal income tax purposes or if you acquire the Trigger PLUS in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the Trigger PLUS and receiving the payment that might be due
under the Trigger PLUS.
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Information About the Underlying Index
All disclosures contained in this document regarding the underlying index are derived from publicly available information. TD has not conducted any independent
review or due diligence of any publicly available information with respect to the underlying index. You should make your own investigation into the underlying index.
S&P 500® Index
We have derived all information regarding the S&P 500® Index (“SPX”) contained in this document, including, without limitation, its make up, method of calculation and
changes in its components, from publicly available information. Such information reflects the policies of, and is subject to change by S&P Dow Jones Indices LLC (its “Index Sponsor” or “S&P Dow Jones”).
SPX is published by S&P Dow Jones, but S&P Dow Jones has no obligation to continue to publish SPX, and may discontinue publication of SPX at any time. SPX is determined,
comprised and calculated by S&P Dow Jones without regard to this instrument.
As discussed more fully in the underlier supplement under the heading “Indices — S&P 500® Index”, SPX is intended to provide an indication of the pattern of common
stock price movement. The calculation of the value of SPX is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of
500 similar companies during the base period of the years 1941 through 1943. Select information regarding top constituents and industry and/or sector weightings may be made available by the Index Sponsor on its website.
Information as of market close on June 24, 2025:
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Bloomberg Ticker Symbol:
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SPX <Index>
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52 Week High (on February 19, 2025):
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6,144.15
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Current Index Value:
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6,092.18
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52 Week Low (on April 8, 2025):
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4,982.77
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52 Weeks Ago (on June 24, 2024):
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5,447.87
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Historical Information
The table below sets forth the published high and low index closing values, as well as the end-of-quarter index closing values, of the underlying index for the specified period.
The index closing value of the underlying index on June 24, 2025 was 6,092.18 (the “hypothetical initial index value”). The graph below sets forth the index closing values of the underlying index for each day from January 1, 2020 through June 24,
2025. The dotted line represents the hypothetical trigger level of 5,178.353, which is equal to 85% of the hypothetical initial index value. The actual initial index value and trigger level will be determined on the pricing date. We obtained the
information in the table below from Bloomberg Professional® service (“Bloomberg”), without independent verification. TD has not undertaken an independent review or due diligence of any publicly available information obtained from
Bloomberg. The historical performance of the underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the index closing value of the underlying index at
any time, including the valuation date.
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S&P 500® Index
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High
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Low
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Period End
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2020
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First Quarter
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3,386.15
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2,237.40
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2,584.59
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Second Quarter
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3,232.39
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2,470.50
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3,100.29
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Third Quarter
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3,580.84
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3,115.86
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3,363.00
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Fourth Quarter
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3,756.07
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3,269.96
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3,756.07
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2021
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|||
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First Quarter
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3,974.54
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3,700.65
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3,972.89
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Second Quarter
|
4,297.50
|
4,019.87
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4,297.50
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Third Quarter
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4,536.95
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4,258.49
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4,307.54
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Fourth Quarter
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4,793.06
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4,300.46
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4,766.18
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2022
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First Quarter
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4,796.56
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4,170.70
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4,530.41
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Second Quarter
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4,582.64
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3,666.77
|
3,785.38
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Third Quarter
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4,305.20
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3,585.62
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3,585.62
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Fourth Quarter
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4,080.11
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3,577.03
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3,839.50
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2023
|
|||
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First Quarter
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4,179.76
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3,808.10
|
4,109.31
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Second Quarter
|
4,450.38
|
4,055.99
|
4,450.38
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Third Quarter
|
4,588.96
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4,273.53
|
4,288.05
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Fourth Quarter
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4,783.35
|
4,117.37
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4,769.83
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2024
|
|||
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First Quarter
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5,254.35
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4,688.68
|
5,254.35
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Second Quarter
|
5,487.03
|
4,967.23
|
5,460.48
|
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Third Quarter
|
5,762.48
|
5,186.33
|
5,762.48
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Fourth Quarter
|
6,090.27
|
5,695.94
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5,881.63
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2025
|
|||
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First Quarter
|
6,144.15
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5,521.52
|
5,611.85
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Second Quarter (through June 24, 2025)
|
6,092.18
|
4,982.77
|
6,092.18
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
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S&P 500® Index – Daily Index Closing Values
January 1, 2020 to June 24, 2025
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This document relates only to the Trigger PLUS offered hereby and does not relate to the underlying index or other Trigger PLUS linked to the underlying index. We have derived all
disclosures contained in this document regarding the underlying index from the publicly available documents described in the preceding paragraphs. In connection with the offering of the Trigger PLUS, none of us or any of our affiliates have
participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying index.
Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying index.
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
Additional Information About the Trigger PLUS
Please read this information in conjunction with the summary terms on the front cover of this document.
|
Additional Provisions:
|
||||
|
Trustee:
|
The Bank of New York
|
|||
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Calculation agent:
|
TD
|
|||
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Trading day:
|
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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Canadian bail-in:
|
The Trigger PLUS are not bail-inable debt securities under the CDIC Act.
|
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Change in law event:
|
Applicable, as described in the product supplement
|
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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
|
Corresponding term in the
accompanying product supplement
|
|||
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underlying index
|
reference asset
|
|||
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index constituent stocks
|
reference asset constituents
|
|||
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stated principal amount
|
principal amount
|
|||
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original issue date
|
issue date
|
|||
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valuation date
|
final valuation date
|
|||
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index closing value
|
closing level
|
|||
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initial index value
|
initial level
|
|||
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final index value
|
final level
|
|||
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trigger level
|
barrier level
|
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underlying return
|
percentage change
|
|||
|
Additional information regarding the
estimated value of the Trigger PLUS:
|
The final terms for the Trigger PLUS will be determined on the date the Trigger PLUS are initially priced for sale to the public, which we refer to as the pricing date, based on
prevailing market conditions, and will be communicated to investors in the final pricing supplement.
The economic terms of the Trigger PLUS 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 Trigger PLUS, estimated costs which we may incur in connection with the Trigger PLUS and the estimated cost which we may
incur in hedging our obligations under the Trigger PLUS. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt Trigger PLUS trade in the secondary market, the use of an internal funding
rate for the Trigger PLUS rather than the levels at which our benchmark debt Trigger PLUS trade in the secondary market is expected to have an adverse effect on the economic terms of the Trigger PLUS. On the cover page of this pricing
supplement, we have provided the estimated value range for the Trigger PLUS. The estimated value range 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 Trigger PLUS 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 Trigger PLUS
trade in the
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|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
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secondary market, the use of an internal funding rate for the Trigger PLUS rather than the levels at which our benchmark debt Trigger PLUS trade in the secondary market is expected, assuming all
other economic terms are held constant, to increase the estimated value of the Trigger PLUS. For more information see the discussion under “Risk Factors — Risks Relating to Estimated Value and Liquidity — The estimated value of your Trigger
PLUS is based on our internal funding rate”.
Our estimated value on the pricing date is not a prediction of the price at which the Trigger PLUS may trade in the secondary market, nor will it be the price at which the agent
may buy or sell the Trigger PLUS in the secondary market. Subject to normal market and funding conditions, the agent or another affiliate of ours intends to offer to purchase the Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS and other costs in connection with the Trigger PLUS which we will no longer expect to incur over the term of the Trigger PLUS. We made such discretionary election and determined
this temporary reimbursement period on the basis of a number of factors, including the tenor of the Trigger PLUS and any agreement we may have with the distributors of the Trigger PLUS. 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
Trigger PLUS 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.
|
|||
|
Material Canadian income tax
consequences:
|
Please see the discussion in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax
Consequences”, which applies to the Trigger PLUS. We will not pay any additional amounts as a result of any withholding required by reason of the rules governing hybrid mismatch arrangements contained in section 18.4 of the Canadian Tax Act
(as defined in the prospectus).
|
||
|
Material U.S. federal income tax
consequences:
|
The U.S. federal income tax consequences of your investment in the Trigger PLUS 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 Trigger PLUS. 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 Trigger PLUS, and the following discussion is not binding on the IRS.
U.S. Tax Treatment. Pursuant to the terms of the Trigger PLUS, 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 Trigger PLUS as prepaid derivative contracts with respect to the underlying index. If your Trigger PLUS are so treated, you should generally recognize
long-term capital gain or loss if you hold your Trigger PLUS for more than one year (and, otherwise, short-term capital gain or loss) upon the taxable disposition (including cash settlement) of your Trigger PLUS, in an amount equal to the
difference between the amount you receive at such time and the amount you paid for your Trigger PLUS. The deductibility of capital losses is subject to limitations.
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 Trigger PLUS in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the Trigger PLUS, it is possible that your Trigger
PLUS 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 Trigger PLUS could differ materially
and
|
|
|
|
Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
|
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 Trigger PLUS 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 Trigger PLUS. According to Notice
2008-2, the IRS and the Treasury are considering whether a holder of an instrument such as the Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS, 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 Trigger PLUS.
Non-U.S. Holders. Subject to Section 871(m) of the Code and “FATCA”, discussed below, if the Trigger PLUS are offered to non-U.S.
holders, you should generally not be subject to U.S. withholding tax with respect to payments on your Trigger PLUS or to generally applicable information reporting and backup withholding requirements with respect to payments on your Trigger
PLUS if you comply with certain certification 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 Trigger PLUS 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 index constituent 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 Trigger PLUS upon
a taxable disposition of the Trigger PLUS to the 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 index constituent 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
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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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 or indices containing 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 the nature of the underlying index and our determination that the Trigger PLUS are not “delta-one” with respect to the underlying index or any index constituent stocks,
our special U.S. tax counsel is of the opinion that the Trigger PLUS 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 on the date the terms of the Trigger PLUS 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 Trigger PLUS could be deemed to be reissued for tax purposes upon the occurrence of certain events
affecting the underlying index, any index constituent stocks or your Trigger PLUS, and following such occurrence your Trigger PLUS 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 Trigger PLUS under these rules. If you enter, or have entered, into other transactions in respect of the underlying index,
any index constituent stocks or the Trigger PLUS should consult your tax advisor regarding the application of Section 871(m) of the Code to your Trigger PLUS in the context of your other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the Trigger PLUS, 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 Trigger PLUS.
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.
Investors should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their Trigger PLUS
through a foreign entity) under the FATCA rules.
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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Backup Withholding and Information Reporting. The proceeds received from a taxable disposition of the Trigger PLUS will be subject to information
reporting unless you are an “exempt recipient” and may also be subject to backup withholding at the rate specified in the Code if you fail to provide certain identifying information (such as an accurate taxpayer number, if you are a U.S.
holder) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the
required information is furnished to the IRS.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. The Trigger PLUS may be subject to U.S. federal estate tax if an individual
non-U.S. holder holds the Trigger PLUS at the time of his or her death. The gross estate of a non-U.S. holder domiciled outside the U.S. includes only property situated in the U.S. Individual non-U.S. holders should consult their tax advisors
regarding the U.S. federal estate tax consequences of holding the Trigger PLUS at death.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of
Trigger PLUS purchased after the bill was enacted to accrue interest income over the term of the Trigger PLUS despite the fact that there will be no interest payments over the term of the Trigger PLUS.
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 Trigger PLUS 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 Trigger PLUS.
You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your Trigger PLUS.
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 Trigger PLUS arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including that of TD).
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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 Trigger PLUS. Pursuant to the terms of a distribution agreement, TDS will purchase the Trigger PLUS from TD at the price to public less a fee of $35.00 per Trigger PLUS. TDS will resell all of the Trigger PLUS to Morgan Stanley Wealth Management with an underwriting discount of $35.00
reflecting a fixed sales commission of $30.00 and fixed structuring fee of $5.00 per $1,000.00 stated principal amount of Trigger PLUS 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 Trigger PLUS, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. This offering of the Trigger PLUS
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 Trigger PLUS in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.
We, TDS, another of our affiliates or third parties may use this pricing supplement in the initial sale of the Trigger PLUS. In addition, we, TDS, another of our affiliates or
third parties may use this pricing supplement in a market-making transaction in the Trigger PLUS after their initial sale. If a purchaser buys the Trigger PLUS 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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Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
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Prohibition of sales in Canada and to
Canadian residents:
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The Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Trigger PLUS or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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Prohibition on sales to United Kingdom
retail investors:
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The Trigger PLUS 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 Trigger PLUS or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Trigger PLUS or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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