|
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-283969 (To Prospectus dated February 26, 2025 and Product Supplement STOCK LIRN-1 dated October 9, 2025) |
|
737,795 Units
$10 principal amount per unit
CUSIP No. 89116V261
|
Pricing Date
Settlement Date
Maturity Date
|
April 23, 2026
April 30, 2026
April 28, 2028
|
|||
 |
|
||||
|
Autocallable Leveraged Index Return Notes® Linked to a Basket of Five Technology Sector Stocks
■ Maturity of approximately 2 years, if not called prior to maturity
■ Automatic call of the notes per unit at $13.02 if the Basket is flat or
increases above 100.00% of the Starting Value on the Observation Date
■ The Observation Date will occur approximately one year after the pricing date
■ If the notes are not called, at maturity:
■ 2-to-1 leveraged upside exposure to increases in the Basket
■ 1-to-1 downside exposure to decreases in the Basket, with up to 100.00% of your principal at risk
■ The Basket is comprised of five
technology sector stocks as specified under “The Basket” herein. (each a “Basket Stock” and collectively, the “Basket Stocks”). Each Basket Stock was given an equal weight.
■ All payments are subject to the credit risk of The Toronto-Dominion Bank
■ No periodic interest payments
■ In addition to the underwriting discount set forth below, the notes include a
hedging-related charge of $0.05 per unit. See “Structuring the Notes”
■ Limited secondary market liquidity, with no exchange listing
■ The notes are unsecured debt securities and are not savings accounts or insured deposits of TD.
The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency of Canada, the United States or any
other jurisdiction
|
|||||
The notes are being issued by The Toronto-Dominion Bank (“TD”). There are important differences between the notes and a conventional debt
security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-7 of this term sheet, “Additional Risk Factors” on page TS-8 of this term sheet and “Risk Factors” beginning on page PS-7 of
product supplement STOCK LIRN-1 and page 1 of the prospectus.
The initial estimated value of the notes at the time the terms of the notes were set on the pricing date was $9.549 per unit, which is less than the public offering price listed
below. See “Summary” on the following page, “Risk Factors” beginning on page TS-7 of this term sheet and “Structuring the Notes” on page TS-19 of this term sheet for additional information. The actual value of your notes at any time
will reflect many factors and cannot be predicted with accuracy.
None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these notes or
passed upon the adequacy or accuracy of this document, product supplement STOCK LIRN-1 or the prospectus. Any representation to the contrary is a criminal offense.
|
Per Unit
|
Total
|
|
|
Public offering price
|
$10.000
|
$7,377,950.00
|
|
Underwriting discount
|
$0.175
|
$129,114.12
|
|
Proceeds, before expenses, to TD
|
$9.825
|
$7,248,835.88
|
The notes:
|
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
BofA Securities
April 23, 2026
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Summary
The Autocallable Leveraged Index Return Notes® Linked to a Basket of Five Technology Sector Stocks due April 28, 2028 (the “notes”) are our senior unsecured debt
securities, Series H. The notes are not guaranteed or insured by the CDIC, the FDIC or any other governmental agency, and are not, either directly or indirectly, an obligation of any third party. The notes are not bail-inable debt
securities (as defined in the prospectus) under the CDIC Act. The notes will rank equally with all of our other senior unsecured debt. Any payments due on the notes, including any repayment of principal,
will be subject to the credit risk of TD. The notes will be automatically called at the Call Amount if the Observation Level of the Market Measure, which is a Basket of Five Technology Sector Stocks (the “Basket”), is equal to or
greater than the Call Level on the Observation Date. If the notes are not called, at maturity, the notes provide you a leveraged return if the Ending Value of the Market Measure is greater than the Starting Value (as determined below). If
the Ending Value is equal to the Starting Value, you will receive the principal amount of your notes. If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Any payments on
the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket, subject to our credit risk. See “Terms of the Notes” below.
The Basket is comprised of five technology sector stocks as specified under “The Basket” herein (each a “Basket Stock” and collectively, the “Basket Stocks”). On the pricing
date, each Basket Stock was given an equal weight.
The economic terms of the notes (including the Participation Rate, Call Premium and Call Amount) 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 selling concessions, discounts, commissions or fees expected to be paid in connection with the offering of the notes, the estimated
profit that we expect to earn in connection with structuring the notes, estimated costs which we may incur in connection with the notes and the economic terms of certain related hedging arrangements as discussed further below and under
“Structuring the Notes” on page TS-19.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value of your notes on the pricing date is less than
their public offering price. The initial estimated value was determined by reference to our internal pricing models, which take into account a number of variables, typically including expected volatility of the Market Measure, interest
rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate which take into account a number of variables 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. Because our internal funding rate generally represents a discount from the levels at which our benchmark debt securities trade in the secondary
market, the use of an internal funding rate for the notes rather than the levels at which our benchmark debt securities trade in the secondary market is expected, assuming all other economic terms are held constant, to have increased the
initial estimated value of the notes and to have had an adverse effect on the economic terms of the notes. For more information about the initial estimated value and the structuring of the notes, see the related discussion under “Risk
Factors” and “Structuring the Notes” herein.
Terms of the Notes
|
Issuer:
|
The Toronto-Dominion Bank (“TD”)
|
||
|
Principal Amount:
|
$10.00 per unit
|
||
|
Term:
|
Approximately 2 years, if not called
|
||
|
Market Measure:
|
An equally-weighted basket comprised of five technology sector stocks. See “The Basket” herein for information about the Basket Stocks,
including ticker symbols and weightings on the pricing date. We refer to each of their issuers as an “Underlying Company” herein.
|
||
|
Starting Value:
|
100.00
|
||
|
Observation Level:
|
The value of the Market Measure on the Observation Date.
|
||
|
Observation Date:
|
April 30, 2027. The Observation Date is subject to postponement in the event of Market Disruption Events, as described beginning on page
PS-25 of product supplement STOCK LIRN-1.
|
||
|
Call Level:
|
100 (100.00% of the Starting Value).
|
||
|
Call Amount (per Unit)
|
$13.02 if called on the Observation Date.
|
|
Call Settlement Date:
|
Approximately the fifth business day following the Observation Date, subject to postponement if the Observation Date is postponed, as described
on page PS-23 of product supplement STOCK LIRN-1.
|
||
|
Price Multiplier:
|
1, subject to adjustment for certain corporate events relating to the Underlying Stock, as described beginning on page PS-26 of product
supplement STOCK LIRN-1.
|
||
|
Call Premium:
|
$3.02 per unit if called on the Observation Date (which represents a return of 30.20% over the principal amount).
|
||
|
Ending Value:
|
The value of the Market Measure on the calculation day. The scheduled calculation day is subject to postponement in the event of Market
Disruption Events, as described beginning on page PS-25 of product supplement STOCK LIRN-1.
|
||
|
Threshold Value:
|
100 (100.00% of the Starting Value).
|
||
|
Participation Rate:
|
200.00%
|
||
|
Calculation Day:
|
April 21, 2028
|
||
|
Fees and Charges:
|
The underwriting discount of $0.175 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in
“Structuring the Notes” on page TS-19.
|
||
|
Calculation Agents:
|
BofA Securities, Inc. (“BofAS”) and TD, acting jointly.
|
|
|
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Determining Payment on the Notes
Automatic Call Provision
The notes will be called automatically on the Observation Date if the Observation Level on the Observation Date is equal to or greater than the Call Level. If the notes are called, you will receive
$10 per unit plus the Call Premium.
Redemption Amount Determination
If the notes are not automatically called, on the maturity date, you will receive a cash payment per unit determined as follows:
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
The terms and risks of the notes are contained in this term sheet and in the following:
| ■ |
Product supplement STOCK LIRN-1 dated October 9, 2025:
|
| ■ |
Prospectus dated February 26, 2025:
|
These documents, including this term sheet (together, the “Note Prospectus”), have been filed as part of a registration statement with the SEC and may, without cost, be
accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322.
You should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and
any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STOCK LIRN-1. In the event of any
conflict the following hierarchy will govern: first, this term sheet; second, product supplement STOCK LIRN-1; and last, the prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this
document to “we,” “us,” “our,” or similar references are to TD.
Investor Considerations
You may wish to consider an investment in the notes if:
| ■ |
You are willing to receive a return on your investment capped at the Call Premium if the Observation Level of the Market Measure is equal to or greater than the Call Level.
|
| ■ |
You anticipate that the notes will be automatically called or that the Basket will increase from the Starting Value to the Ending Value.
|
| ■ |
You are willing to risk a substantial or entire loss of principal if the notes are not automatically called and the Basket decreases from the Starting Value to the Ending Value.
|
| ■ |
You are willing to forgo interest payments that are paid on conventional interest-bearing debt securities.
|
| ■ |
You are willing to forgo dividends and other distributions on, and other benefits of owning, shares of the Basket Stocks.
|
| ■ |
You are willing to accept that a limited market or no market exists for sales of the notes prior to maturity, and understand that the market price for the notes in any secondary market may be adversely affected by various
factors, including, but not limited to, our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes, as described on page TS-2.
|
| ■ |
You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Call Amount or the Redemption Amount.
|
The notes may not be an appropriate investment for you if:
| ■ |
You want to hold your notes for the full term.
|
| ■ |
You believe that the notes will not be automatically called, the Basket will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with
your desired return.
|
| ■ |
You seek principal repayment or preservation of capital.
|
| ■ |
You seek interest payments or other current income on your investment.
|
| ■ |
You want to receive dividends or other distributions on, or other benefits of owning, shares of the Basket Stocks.
|
| ■ |
You seek an investment for which there will be a liquid secondary market.
|
| ■ |
You are unwilling or are unable to take market risk on the notes or to accept the credit risk of TD as issuer of the notes.
|
|
|
We urge you to consult your investment, legal, tax, accounting, and other advisors concerning an investment in the notes.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Hypothetical Payout Profile
The graph below shows a payout profile at maturity, which would only apply if the notes are not called on the Observation Date.
Autocallable Leveraged Index Return Notes®
This graph reflects the returns on the notes, based on the Participation Rate of 200.00% and the Threshold Value of 100.00% of the Starting Value. The green line reflects the
returns on the notes, while the dotted gray line reflects the returns of a direct investment in shares of the Basket Stocks, excluding dividends.
This graph has been prepared for purposes of illustration only. See the below table for a further illustration of the range of hypothetical payments at maturity.
|
|
Hypothetical Payments at Maturity
The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes, assuming the notes are not called on the Observation Date. They illustrate the calculation of the Redemption Amount and total rate of return based on the Starting
Value of 100.00, the Threshold Value of 100.00, the Participation Rate of 200.00% and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will
depend on the actual Ending Value, whether the notes are called on the Observation Date and whether you hold the notes to maturity. The following examples do not take into account any tax consequences from investing in the
notes.
For recent hypothetical levels of the Basket, see “The Basket” section below. For recent actual prices of the Basket Stocks, see “The Basket Stocks”
section below. The Ending Value of each Basket Stock will not include any income generated by dividends or other distributions paid on the shares of any of the Basket Stocks, which you would otherwise be entitled to receive if you
invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk. If TD, as issuer, becomes unable to meet its obligations as they become due, you could lose some or all of your investment.
|
Ending Value
|
Percentage Change
from the Starting Value
to the Ending Value
|
Redemption Amount
per Unit
|
Total Rate of Return on
the Notes
|
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
|
25.00
|
-75.00%
|
$2.50
|
-75.00%
|
|
50.00
|
-50.00%
|
$5.00
|
-50.00%
|
|
60.00
|
-40.00%
|
$6.00
|
-40.00%
|
|
70.00
|
-30.00%
|
$7.00
|
-30.00%
|
|
80.00
|
-20.00%
|
$8.00
|
-20.00%
|
|
90.00
|
-10.00%
|
$9.00
|
-10.00%
|
|
95.00
|
-5.00%
|
$9.50
|
-5.00%
|
|
100.00(1)(2)
|
0.00%
|
$10.00
|
0.00%
|
|
110.00
|
10.00%
|
$12.00
|
20.00%
|
|
120.00
|
20.00%
|
$14.00
|
40.00%
|
|
130.00
|
30.00%
|
$16.00
|
60.00%
|
|
140.00
|
40.00%
|
$18.00
|
80.00%
|
|
150.00
|
50.00%
|
$20.00
|
100.00%
|
| (1) |
This is the Threshold Value.
|
| (2) |
The Starting Value was set to 100.00 on the pricing date.
|
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Redemption Amount Calculation Examples
|
Example 1
|
|
|
The Ending Value is 60.00, or 60.00% of the Starting Value:
|
|
|
Starting Value:
|
100.00
|
|
Threshold Value:
|
100.00
|
|
Ending Value:
|
60.00
|
 |
= $6.00 Redemption Amount per unit
|
|
Example 2
|
|
|
The Ending Value is 110.00, or 110.00% of the Starting Value:
|
|
|
Starting Value:
|
100.00
|
|
Ending Value:
|
110.00
|
 |
= $12.00 Redemption Amount per unit
|
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks,
including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-7 of product supplement STOCK LIRN-1 and page 1 of the
prospectus. We also urge you to consult your investment, legal, tax, accounting, and other advisors as to the risks entailed by an investment in the notes and the suitability of the notes in light of your particular circumstances.
Structure-Related Risks
| ■ |
If the notes are not automatically called, depending on the performance of the Basket as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
|
| ■ |
Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
|
| ■ |
If the notes are called, your investment return is limited to the return represented by the Call Premium.
|
| ■ |
Your investment return may be less than a comparable investment directly in the Basket Stocks.
|
Market Measure-Related Risks
| ■ |
Changes in the prices of one or more of the Basket Stocks may be offset by changes in the prices of one or more of the other Basket Stocks.
|
| ■ |
You will have no rights of a holder of the Basket Stocks, and you will not be entitled to receive any shares of the Basket Stocks or dividends or other distributions with respect to any of the Basket Stocks.
|
| ■ |
While we, MLPF&S, BofAS or our or their respective affiliates may from time to time own shares of the Basket Stocks, none of us, MLPF&S, BofAS or our or their respective affiliates control any Underlying Company,
and have not verified any disclosure made by any Underlying Company.
|
| ■ |
Payments on the notes will not be adjusted for all corporate events that could affect the Basket Stocks. See “Description of LIRNs — Anti-Dilution Adjustments” beginning on page PS-26 of product supplement STOCK LIRN-1.
|
| ■ |
No Underlying Company will have any obligations relating to the notes, and none of us, MLPF&S or BofAS or our or their respective affiliates will perform any due diligence procedures with respect to any Underlying
Company in connection with this offering.
|
Valuation- and Market-Related Risks
| ■ |
The initial estimated value of your notes on the pricing date is less than their public offering price. The difference between the public offering price of your notes and the initial estimated value of the notes reflects
costs and expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes (including, but not limited to, the hedging related charge, as further described under
“Structuring the Notes” on page TS-19). 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 and the amount of any such profit or loss will not be known until the maturity date.
|
| ■ |
The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the initial estimated value of the notes generally represents a discount from the
credit spreads for our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. This discount is based on, among other things, our view of the funding value
of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any
hedge positions (including, but not limited to, the hedging related charge, as further described under “Structuring the Notes” on page TS-19), taking into account regulatory and internal requirements. If the interest rate
implied by the credit spreads for our conventional fixed-rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the economic terms of the
notes to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the notes is expected to have increased the initial estimated value of the notes
and have had an adverse effect on the economic terms of the notes.
|
| ■ |
The initial estimated value of the notes 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, including BofAS and
MLPF&S. The initial estimated value of your notes when the terms of the notes were set on the pricing date is based on our internal pricing models, which take into account a number of variables, typically including the
expected volatility of the Market Measure, interest rates (forecasted, current and historical rates), price-sensitivity analysis, time to maturity of the notes and our internal funding rate, 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, including
those of BofAS and MLPF&S, and the methodologies used by us to estimate the value of the notes may not be consistent with those of other financial institutions that may be purchasers or sellers of notes in any secondary
market. As a result, the secondary market price of your notes, if any, may be materially less than the initial estimated value of the notes 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.
|
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
| ■ |
The initial estimated value of your notes is not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be less than the
public offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you. The initial estimated value of the notes will not be a prediction of the prices
at which MLPF&S, BofAS, or our or their respective affiliates or third parties may be willing to purchase the notes 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 notes in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread
for similar sized trades, and may be substantially less than the initial estimated value of the notes. Further, as secondary market prices of your notes take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs and expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes, secondary market prices of your
notes will likely be less than the public offering price of your notes. As a result, the price at which MLPF&S, BofAS, or our or their respective affiliates or third parties may be willing to purchase the notes from you
in secondary market transactions, if any, will likely be less than the price you paid for your notes, and any sale prior to maturity could result in a substantial loss to you.
|
| ■ |
A trading market is not expected to develop for the notes. None of us, MLPF&S, BofAS or our or their respective affiliates is obligated to make a market for, or to repurchase, the notes. There is no assurance that any
party will be willing to purchase your notes at any price in any secondary market.
|
Conflict-Related Risks
| ■ |
Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in shares of the Basket Stocks), and any hedging
and trading activities we, MLPF&S, BofAS or our or their respective affiliates engage in for our clients’ accounts, may affect the market value of, and return on, the notes and may create conflicts of interest with you.
|
| ■ |
There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS, as the determinations made by the calculation agents may be discretionary and could adversely
affect any payment on the notes.
|
General Credit-Related Risks
| ■ |
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become unable to meet our financial obligations as they
become due, you may lose some or all of your investment.
|
Tax-Related Risks
| ■ |
The U.S. federal income tax consequences of the notes are uncertain and, because of this uncertainty, there is a risk that the U.S. federal income tax consequences of the notes could differ materially and adversely from
the treatment described below in “Supplemental Discussion of U.S. Federal Income Tax Consequences”, as described further in product supplement STOCK LIRN-1 under “Material U.S. Federal Income Tax Consequences — Alternative
Treatments”. You should consult your tax advisors as to the tax consequences of an investment in the notes and the potential alternative treatments.
|
| ■ |
For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion herein under “Canadian Taxation”. If you are not a Non-resident Holder (as that term is defined under
“Canadian Taxation” herein) for Canadian federal income tax purposes or if you acquire the notes in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the
notes and receiving the payments that might be due under the notes. 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
sections 12.7 and 18.4 of the Canadian Tax Act (as defined under “Canadian Taxation” herein), as such rules may be amended from time to time.
|
Additional Risk Factors
Additional Market Measure-Related Risks
The Basket Stocks are concentrated in one sector.
All of the Basket Stocks are issued by companies in the information technology sector. Although an investment in the notes will not give holders any ownership or other
direct interests in the Basket Stocks, the return on an investment in the notes will be subject to certain risks associated with a direct equity investment in companies in the information technology sector. Accordingly, by investing
in the notes, you will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
An investment in the notes is subject to risks associated with investing in stocks in the information technology sector.
As noted above, the Basket Stocks are issued by companies whose primary business is directly associated with the information technology sector. The profitability of
technology companies can be significantly affected by many factors that interact in complex and unpredictable ways, including intense competition and rapid product obsolescence. Technology companies may also have limited product
lines, markets, financial resources or personnel. In addition, technology companies are heavily dependent on intellectual property rights, and the loss or impairment of those rights could adversely affect the prices of the Basket
Stocks and increase the volatility of the Market Measure. Adverse developments in the technology sector generally and/or with respect to the issuers of the Basket Stocks specifically may have a significant adverse effect on the
value of the notes.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
CRDO has limited actual historical information.
CRDO has commenced trading recently. Because CRDO has limited actual historical performance data, your investment in the notes may involve a greater risk than
investing in notes linked to Underlying Companies with a more established record of performance.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
The Basket
The Basket is designed to allow investors to participate in the percentage changes in the prices of the Basket Stocks from the Starting Value to the Ending Value.
The Basket Stocks are described in the section “The Basket Stocks” below. Each Basket Stock was assigned an initial weight on the pricing date, as set forth in the table below.
For more information on the calculation of the value of the Basket, please see the section entitled “Description of LIRNs—Basket Market Measures” beginning on page
PS-31 of product supplement STOCK LIRN-1.
On the pricing date, for each Basket Stock, the Initial Component Weight, the Closing Market Price, the Component Ratio and the initial contribution to the Basket
value were as follows:
|
Basket Stock
|
Bloomberg
Symbol
|
Initial
Component
Weight
|
Closing
Market
Price(1)(2)
|
Hypothetical
Component
Ratio(1)(3)
|
Initial Basket
Value
Contribution
|
|||||
|
Analog Devices, Inc.
|
ADI
|
20.00%
|
$403.88
|
0.04951966
|
20.00
|
|||||
|
Advanced Micro Devices, Inc.
|
AMD
|
20.00%
|
$305.33
|
0.06550290
|
20.00
|
|||||
|
Broadcom Inc.
|
AVGO
|
20.00%
|
$419.94
|
0.04762585
|
20.00
|
|||||
|
Credo Technology Group Holding Ltd
|
CRDO
|
20.00%
|
$185.54
|
0.10779347
|
20.00
|
|||||
|
Microchip Technology Incorporated
|
MCHP
|
20.00%
|
$90.64
|
0.22065313
|
20.00
|
|||||
|
Starting Value
|
100.00
|
| (1) |
These were the Closing Market Prices of the Basket Stocks on the pricing date.
|
| (2) |
Each Component Ratio equals the Initial Component Weight of the relevant Basket Stock (as a percentage) multiplied by 100.00, and then divided by the Closing Market Price of that Basket Stock on the pricing date and
rounded to eight decimal places.
|
The calculation agents will calculate the value of the Basket on the Observation Date and the Ending Value on the calculation day by summing the products of the
Closing Market Price for each Basket Stock on such date multiplied by (a) its Price Multiplier on that day and (b) the Component Ratio applicable to such Basket Stock. The Price Multiplier for each Basket Stock will initially be
1, and is subject to adjustment as described in product supplement STOCK LIRN-1. If a Market Disruption Event or non-trading day occurs as to any Basket Stock on the Observation Date or the scheduled calculation day, the Closing
Market Price of that Basket Stock will be determined as more fully described beginning on page PS-32 of product supplement STOCK LIRN-1 in the section “Description of LIRNs—Basket Market Measures—Observation Level or Ending
Value of the Basket”.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
While actual historical information on the Basket did not exist before the pricing date, the following graph sets forth the hypothetical historical performance
of the Basket from January 27, 2022 (which is the latest date on which a Basket Stock began trading) through April 23, 2026. The graph is based upon actual daily historical prices of the Basket Stocks, hypothetical Component
Ratios based on the Closing Market Prices of the Basket Stocks as of January 27, 2022, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future
performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the
Basket is more or less likely to increase or decrease at any time over the term of the notes.
Hypothetical Historical Performance of the Basket
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
The Basket Stocks
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the following
information.
Because each Basket Stock is registered under the Securities Exchange Act of 1934, each Underlying Company is required to file periodically certain financial and
other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Companies can be located through the SEC’s website at http://www.sec.gov by reference to the applicable CIK number set
forth below.
This term sheet relates only to the notes and does not relate to the Basket Stocks or to any other securities of the Underlying Companies. None of us,
MLPF&S, BofAS or our or their respective affiliates has participated or will participate in the preparation of any Underlying Company’s publicly available documents. None of us, MLPF&S, BofAS or our or their respective
affiliates has made any due diligence inquiry with respect to any Underlying Company in connection with the offering of the notes. None of us, MLPF&S, BofAS or our or their respective affiliates makes any representation
that the publicly available documents or any other publicly available information regarding any Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of
this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of a Basket Stock, have been or will be publicly disclosed. Subsequent
disclosure of any events or the disclosure of or failure to disclose material future events concerning an Underlying Company could affect the price of its Basket Stock and therefore could affect your return on the notes. The
selection of the Basket Stocks is not a recommendation to buy or sell the Basket Stocks.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Analog Devices, Inc.
According to publicly available information, Analog Devices, Inc. (“Analog”) is an analog technology company that designs, manufactures and
markets integrated circuits, algorithms, software, and subsystems that leverage high-performance analog, mixed-signal, and digital signaling technologies. Information filed by Analog with the SEC can be located by reference to
its SEC file number: 001-07819, or its CIK Code: 0000006281. Analog’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “ADI”.
The following graph shows the daily historical performance of ADI on its primary exchange in the
period from January 1, 2016 through April 23, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the
pricing date, the Closing Market Price of ADI was $403.88. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of ADI
This historical data on ADI is not necessarily indicative of the future performance of ADI or what the value of the notes
may be. Any historical upward or downward trend in the price per share of ADI during any period set forth above is not an indication that the price per share of ADI is more or less likely to increase or decrease at any time
over the term of the notes.
You should consult publicly available sources for the prices and trading patterns of ADI.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Advanced Micro Devices, Inc.
According to publicly available information, Advanced Micro Devices, Inc. (“AMD”) is a semiconductor company that produces computer
processors and related technologies. Information filed by AMD with the SEC can be located by reference to its SEC file number: 001-07882, or its CIK Code: 0000002488. AMD’s common stock is listed on the Nasdaq Global Select
Market under the ticker symbol “AMD”.
The following graph shows the daily historical performance of AMD on its primary exchange in the
period from January 1, 2016 through April 23, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the
pricing date, the Closing Market Price of AMD was $305.33. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of AMD
This historical data on AMD is not necessarily indicative of the future performance of AMD or what the value of the notes
may be. Any historical upward or downward trend in the price per share of AMD during any period set forth above is not an indication that the price per share of AMD is more or less likely to increase or decrease at any time
over the term of the notes.
You should consult publicly available sources for the prices and trading patterns of AMD.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Broadcom Inc.
According to publicly available information, Broadcom Inc. (“Broadcom”) is a designer, developer and supplier of semiconductor devices.
Information filed by Broadcom with the SEC can be located by reference to its SEC file number: 001-38449, or its CIK Code: 0001730168. Broadcom’s common stock is listed on the Nasdaq Global Select Market under the ticker
symbol “AVGO”.
The following graph shows the daily historical performance of AVGO on its primary exchange in the
period from January 1, 2016 through April 23, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the
pricing date, the Closing Market Price of AVGO was $419.94. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of AVGO
This historical data on AVGO is not necessarily indicative of the future performance of AVGO or what the value of the
notes may be. Any historical upward or downward trend in the price per share of AVGO during any period set forth above is not an indication that the price per share of AVGO is more or less likely to increase or decrease at any
time over the term of the notes.
You should consult publicly available sources for the prices and trading patterns of AVGO.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Credo Technology Group Holding Ltd
According to publicly available information, Credo Technology Group Holding Ltd (“Credo”) designs, markets and sells products, software and
IP supporting artificial intelligence, cloud computing and hyperscale networks. Information filed by Credo with the SEC can be located by reference to its SEC file number: 001-41249, or its CIK Code: 0001807794. Credo’s
ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol “CRDO”.
The following graph shows the daily historical performance of CRDO on its primary exchange in the
period from January 27, 2022 (the date CRDO first started trading) through April 23, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of CRDO was $185.54. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of CRDO
This historical data on CRDO is not necessarily indicative of the future performance of CRDO or what the value of the
notes may be. Any historical upward or downward trend in the price per share of CRDO during any period set forth above is not an indication that the price per share of CRDO is more or less likely to increase or decrease at any
time over the term of the notes.
You should consult publicly available sources for the prices and trading patterns of CRDO.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Microchip Technology Incorporated
According to publicly available information, Microchip Technology Incorporated (“Microchip”) is a semiconductor manufacturing company.
Information filed by Microchip with the SEC can be located by reference to its SEC file number: 001-42569 or its CIK Code: 0000827054. Microchip’s common stock is listed on the Nasdaq Global Select Market under the ticker
symbol “MCHP”.
The following graph shows the daily historical performance of MCHP on its primary exchange in the
period from January 1, 2016 through April 23, 2026. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the
pricing date, the Closing Market Price of MCHP was $90.64. The graph below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of MCHP
This historical data on MCHP is not necessarily indicative of the future performance of MCHP or what the value of the
notes may be. Any historical upward or downward trend in the price per share of MCHP during any period set forth above is not an indication that the price per share of MCHP is more or less likely to increase or decrease at any
time over the term of the notes.
You should consult publicly available sources for the prices and trading patterns of MCHP.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Supplement to the Plan of Distribution (Conflicts of Interest)
Under our distribution agreement, we have appointed TDS, an affiliate of TD, and BofAS as agents for the sale of the notes. TDS will purchase
the notes from us, and BofAS will purchase the notes from TDS, each at the public offering price less the indicated underwriting discount indicated on the cover hereof MLPF&S will purchase the notes from BofAS for resale,
and will receive a selling concession in connection with the sale of the notes in an amount up to the full amount of the underwriting discount indicated on the cover of this term sheet. BofAS and MLPF&S will offer the
notes at the public offering price set forth on the cover page hereof. We or one of our affiliates will also pay a fee to LFT Securities, LLC for providing certain electronic platform services with respect to this offering,
which will have an adverse effect on the economic terms of the notes. An affiliate of each of TD and BofAS has an ownership interest in LFT Securities, LLC. TD will reimburse TDS for certain expenses in connection with its
role in the offer and sale of the notes, and TD will pay TDS a fee in connection with its role in the offer and sale of the notes.
We will deliver the notes against payment therefor in New York, New York on a date that is greater than one business day following 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, unless the parties to any such trade expressly agree otherwise. Accordingly
purchasers who wish to trade the notes more than one business day prior to the settlement date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100
units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S, BofAS or our or their affiliates may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing
market prices or at negotiated prices, and these prices will include MLPF&S’ and BofAS’ (or such other entity’s) trading commissions and mark-ups or mark-downs. MLPF&S and BofAS (or such other entity) may act as
principal or agent in these market-making transactions, but is not obligated to engage in any such transactions. At MLPF&S’ and BofAS’ discretion, MLPF&S and BofAS may offer to buy the notes in the secondary market at
a price that may exceed TD’s initial estimated value of the notes for a short, undetermined initial period after the issuance of the notes. Notwithstanding the foregoing, any price offered by us, MLPF&S, BofAS or our or
their affiliates for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Basket and the remaining term of the notes. However, none of us, MLPF&S, BofAS or
any of our or their respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, BofAS or any of our or their respective affiliates will purchase your
notes at a price that equals or exceeds the initial estimated value of the notes.
BofAS has informed us that, as of the date hereof, it expects that if you hold your notes in a BofAS account, the value of the notes shown on your account
statement will be based on BofAS’ estimate of the value of the notes if BofAS or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that
BofAS may pay for the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than our
initial estimated value of the notes.
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. Additionally, TD will receive the net proceeds from the initial public offering of the notes, thus creating an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, this
offering of the notes will be conducted in compliance with the provisions of FINRA Rule 5121 and TDS is not permitted to sell the notes to an account over which it exercises discretionary authority without the prior specific
written approval of the account holder.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of
the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding
TD or for any purpose other than that described in the immediately preceding sentence.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Structuring the Notes
The notes are our senior unsecured debt securities, Series H, the return on which is linked to the performance of the Basket. As is the case for all of our debt
securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. Our internal funding rate generally represents a discount from the credit
spreads for our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. If the interest rate implied by the credit spreads for our conventional fixed-rate
debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the economic terms of the notes to be more favorable to you. Therefore, due to these factors,
the public offering price you pay to purchase the notes is greater than the initial estimated value of the notes.
Payments on the notes, including the amount you receive at maturity or upon an automatic call, will be calculated based on the performance of the Basket and the
$10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other
derivatives) with BofAS, MLPF&S or one of their affiliates. The terms of these hedging arrangements are determined by seeking bids from market participants, which may include MLPF&S, BofAS and one or more of our or
their affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Basket Stocks, the tenor of the notes and the tenor of the hedging arrangements. The
economic terms and initial estimated value of the notes depend, in part, on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include a hedging related charge of approximately $0.05 per unit, reflecting an estimated profit to be
credited to BofAS from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by BofAS or any third
party hedge providers.
For further information, see “Risk Factors—Conflict-Related Risks” herein and “Use of Proceeds and Hedging” on page PS-20 of product supplement STOCK LIRN-1.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Supplemental Discussion of U.S. Federal Income Tax Consequences
The U.S. federal income tax consequences of your investment in the notes are uncertain. No statutory, regulatory, judicial or administrative
authority directly discusses how the notes should be treated for U.S. federal income tax purposes. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion under “Material U.S.
Federal Income Tax Consequences” beginning on page PS-38 of product supplement STOCK LIRN-1 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 notes, and the following discussion is not binding on the IRS. Except as discussed under the heading “Non-U.S. Holders”, this discussion is
applicable only to a U.S. holder that acquires notes upon initial issuance and holds its notes as a capital asset for U.S. federal income tax purposes.
U.S. Tax Treatment. Pursuant to the terms of the notes, 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 notes as prepaid derivative contracts with respect to the Basket Stocks. Holders are urged to consult their tax advisors
concerning the significance, and the potential impact, of the above characterization. If your notes are so treated, upon the taxable disposition (including cash settlement) of a note, you generally should recognize gain or
loss in an amount equal to the difference between the amount realized on such taxable disposition and your tax basis in the note. Your tax basis in a note generally should equal your cost for the note. Such gain or loss should
generally be long-term capital gain or loss if you have held your notes for more than one year (otherwise such gain or loss should be short-term capital gain or loss if held for one year or less) The
deductibility of capital losses is subject to limitations.
However, it is possible that the Internal Revenue Service (the “IRS”) could assert that your holding period in respect of your notes should end on the date on
which the amount you are entitled to receive upon maturity or automatic call of your notes is determined, even though you will not receive any amounts from TD in respect of your notes prior to the maturity or automatic call of
your notes. In such case, you may be treated as having a holding period in respect of your notes prior to the maturity or automatic call of your notes, and such holding period may be treated as less than one year even if you
receive cash upon the maturity or automatic call of your notes at a time that is more than one year after the beginning of your holding period.
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 notes in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the notes, it is possible that your notes
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 notes could differ
materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences — Alternative Treatments” on page PS-41 of product supplement STOCK LIRN-1.
Section 1297. We will not attempt to ascertain whether any Underlying Company would be treated as a “passive foreign
investment company” (a “PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). If any such entity were so treated, certain adverse U.S. federal income tax consequences might
apply to U.S. holders upon the taxable disposition (including cash settlement) of the notes. You should refer to information filed with the SEC or an equivalent governmental authority by such entities and consult your tax
advisor regarding the possible consequences to you if such entity is or becomes a PFIC.
Except to the extent otherwise required by law, TD intends to treat your notes for U.S. federal income tax purposes in accordance with the treatment described
above and under “Material U.S. Federal Income Tax Consequences” of the product supplement STOCK LIRN-1, 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 notes. According to
Notice 2008-2, the IRS and the Treasury are considering whether a holder of an instrument such as the notes 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 notes 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 on their investments in the notes.
Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required
holders of notes purchased after the bill was enacted to accrue interest income over the term of the notes despite the fact that there will be no interest payments over the term of the notes.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
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 notes 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 impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation
or guidance will affect securities that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may
adversely affect the tax treatment of your notes.
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 notes, 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. Significant penalties can apply if a U.S. holder is required to disclose its notes and fails to do so.
Backup Withholding and Information Reporting. The proceeds received from a taxable disposition of the notes 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.
Non-U.S. Holders. If you are a non-U.S. holder, subject to Section 897 of the Code and Section 871(m) of the Code, and
FATCA, each as discussed below, you should generally not be subject to generally applicable information reporting and backup withholding requirements with respect to payments on your notes if you comply with certain
certification and identification requirements as to your non-U.S. status, including providing us (and/or the applicable withholding agent) a properly executed and fully completed applicable IRS Form W-8. Subject to Section 897
of the Code and Section 871(m) of the Code, discussed herein, gain realized from the taxable disposition of a note generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or
business conducted by you in the U.S., (ii) you are a non-resident alien individual and are present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are
satisfied or (iii) you have certain other present or former connections with the U.S.
Section 897. We will not attempt to ascertain whether any Underlying Company 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 notes should be treated as “United States real property interests” (“USRPI”) as
defined in Section 897 of the Code. If any Underlying Company and/or the notes were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain realized by a non-U.S.
holder in respect of the notes upon a taxable disposition of the notes to U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a withholding tax. Non-U.S. holders should consult their tax
advisors regarding the potential treatment of an Underlying Company as a USRPHC and/or the notes as USRPI.
Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section
871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities 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 our determination that the notes are not “delta-one” with respect to any Basket Stock, our special U.S. tax counsel is of the opinion that the notes
should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Furthermore, the application of Section 871(m) of the Code will depend on our determinations made when the terms of the notes 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 notes could be deemed to be reissued for tax purposes upon the occurrence of certain
events affecting the Basket Stocks or your notes, and following such occurrence your notes 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 notes under these rules if a non-U.S. holder enters, or has entered, into certain other transactions in respect of the Basket
Stocks or the notes. A non-U.S. holder that enters, or has entered, into other transactions in respect of the Basket Stocks or the notes should consult its tax advisor regarding the application of Section 871(m) of the Code to
its notes in the context of its other transactions.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the notes, 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 notes.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. A note may be subject to U.S. federal estate tax if an individual
non-U.S. holder holds the note 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 notes at death.
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 or 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 own advisors about the application of FATCA, in particular if they may be classified as financial institutions
(or if they hold their notes through a foreign entity) under the FATCA rules.
Both U.S. and non-U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the
notes, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction (including that of TD and those of the Underlying Companies).
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Canadian Taxation
The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Income
Tax Act (Canada) and the regulations promulgated thereunder (collectively, the “Canadian Tax Act”) generally applicable to a holder who is an individual and who acquires beneficial ownership of a note upon the initial
issuance of the note by TD pursuant to this offering document or common shares of TD or any of its affiliates on a conversion of a note on a bail-in conversion (if applicable), and who, for purposes of the Canadian Tax Act and
any applicable income tax treaty, at all relevant times, is not resident and is not deemed to be resident in Canada, and who, for purposes of the Canadian Tax Act, at all relevant times, (i) deals at arm’s length with, and is
not affiliated with, TD, any affiliate of TD, and any Canadian resident (or deemed Canadian resident) to whom the holder assigns or otherwise transfers the note, (ii) is entitled to receive all payments (including any
interest, principal and dividends, if applicable) made on the note as beneficial owner, (iii) is not, and deals at arm’s length with each person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the
Canadian Tax Act) of TD and each affiliate of TD, (iv) is not an entity in respect of which TD or any affiliate of TD is a “specified entity” (as defined in subsection 18.4(1) of the Canadian Tax Act); (v) holds the note or
common shares of TD or any of its affiliates as capital property, (vi) does not use or hold and is not deemed to use or hold the note or common shares of TD or any of its affiliates in or in the course of carrying on a
business in Canada or as part of an adventure or concern in the nature of trade and (vii) is not an insurer carrying on an insurance business in Canada and elsewhere (a “Non-resident Holder”).
This summary assumes that no amount paid or payable to a Non-resident Holder will be the deduction component of a “hybrid mismatch arrangement” under which the
payment arises within the meaning of paragraph 18.4(3)(b) of the Canadian Tax Act. This summary further assumes that no note or property acquired on settlement of a note will be “taxable Canadian property” to a Non-resident
Holder for purposes of the Canadian Tax Act at the time of its disposition or deemed disposition.
This summary is based upon the current provisions of the Canadian Tax Act in force as of the date hereof. On January 29, 2026, the Department of Finance (Canada)
released for consultation proposed amendments to the Canadian Tax Act (the “January 29 Tax Proposals”) that would amend certain provisions of the Canadian Tax Act with respect to “hybrid mismatch arrangements” and introduce
other consequential amendments. This overview does not take into account the January 29 Tax Proposals, but otherwise takes into account all other specific proposals to amend the Canadian Tax Act publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and the current administrative policies of the Canada Revenue Agency (“CRA”) published in writing by the CRA prior to the date hereof.
This summary is not exhaustive of all possible Canadian federal income tax considerations relevant to an investment in notes and, except for the Tax Proposals, does not take into account or anticipate any changes in law or CRA
administrative policies or assessing practices, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal tax considerations or any provincial,
territorial or foreign tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no assurance can be given that this
will be the case, and no assurance can be given that judicial, legislative or administrative changes will not modify or change the statements below.
The following is only a general summary of certain Canadian federal non-resident withholding and other tax provisions which may affect a
Non-resident Holder of the notes described in this offering document. This summary is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Non-resident Holder and no
representation with respect to the income tax consequences to any particular Non-resident Holder is made. Persons considering investing in notes should consult their own tax advisors with respect to the tax consequences of
acquiring, holding and disposing of notes and any common shares of TD or any of its affiliates acquired on a bail-in conversion having regard to their own particular circumstances.
For the purposes of the Canadian Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based on the single day
exchange rate as quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada).
Notes
Interest (including amounts on account or in lieu of payment of, or in satisfaction of, interest) paid or credited, or deemed to be paid or credited, on a note
to a Non-resident Holder will not be subject to Canadian non-resident withholding tax unless all or any part of such interest is “participating debt interest”. “Participating debt interest” is defined in the Canadian Tax Act
generally as interest (other than on a “prescribed obligation” described below) all or any portion of which is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue,
profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class or series of shares of the capital stock of a corporation. A “prescribed obligation”
for this purpose is an “indexed debt obligation”, as defined in the Canadian Tax Act, in respect of which no amount payable is: (a) contingent or dependent upon the use of, or production from, property in Canada, or (b)
computed by reference to: (i) revenue, profit, cash flow, commodity price or any other similar criterion, other than a change in the purchasing power of money, or (ii) dividends paid or payable to shareholders of any class or
series of shares of the capital stock of a corporation. An “indexed debt obligation” is a debt obligation the terms or conditions of which provide for an adjustment to an amount payable in respect of the obligation for a
period during which the obligation was outstanding that is determined by reference to a change in the purchasing power of money.
In the event that a note is redeemed, cancelled, purchased or repurchased by TD or any other person resident or deemed to be resident in Canada from a
Non-resident Holder or is otherwise assigned or transferred by a Non-resident Holder to TD or another person resident or deemed to be resident in Canada for an amount which exceeds, generally, the issue price thereof, the
excess may, in certain circumstances be deemed to be interest and may, together with any interest that has accrued or is deemed to have accrued on the note
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
to that time, be subject to Canadian non-resident withholding tax if all or any part of such interest or deemed interest is participating debt interest; unless, in certain
circumstances, the note is not an indexed debt obligation (described above) and was issued for an amount not less than 97% of its principal amount (as defined in the Canadian Tax Act), and the yield from the note, expressed in
terms of an annual rate (determined in accordance with the Canadian Tax Act) on the amount for which the note was issued, does not exceed 4/3 of the interest stipulated to be payable on the note, expressed in terms of an
annual rate on the outstanding principal amount from time to time.
If applicable, the normal rate of Canadian non-resident withholding tax is 25% but such rate may be reduced under the terms of an applicable income tax treaty.
Generally, there are no other Canadian taxes on income (including taxable capital gains) payable by a Non-resident Holder under the Canadian Tax Act solely as a
consequence of the acquisition, ownership or disposition of notes by the Non-resident Holder.
Common Shares Acquired on a Bail-in Conversion
Dividends (including amounts on account or in lieu of payment of, or in satisfaction of, dividends) paid or credited or deemed to be paid or credited to a
Non-resident Holder on any common shares of TD or common shares of an affiliate of TD that is a Canadian resident corporation will be subject to Canadian non-resident withholding tax of 25% but such rate may be reduced under
the terms of an applicable income tax treaty.
A Non-resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of any common
shares of TD or common shares of an affiliate of TD unless such shares constitute “taxable Canadian property” to the Non-resident Holder for purposes of the Canadian Tax Act at the time of their disposition, and such
Non-resident Holder is not entitled to relief pursuant to the provisions of an applicable income tax treaty. Non-resident Holders should consult their own tax advisors with respect to their particular circumstances.
|
Autocallable Leveraged Index Return Notes®
Linked to a Basket of Five Technology Sector Stocks due April 28, 2028
|
Validity of the Notes
In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special products counsel to TD, when the notes offered by this
term sheet have been executed and issued by TD and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the notes will be valid and binding obligations of TD,
enforceable against TD in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights
generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York.
Insofar as this opinion involves matters governed by Canadian law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by McCarthy
Tétrault LLP, Canadian legal counsel for TD, in its opinion expressed below. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with
respect to the notes, authentication of the notes and the genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP filed as Exhibit 5.3 to the
registration statement on Form F-3 filed by TD on December 20, 2024.
In the opinion of McCarthy Tétrault LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action on
the part of TD, and when this term sheet has been attached to, and duly notated on, the master note that represents the notes, the notes will have been validly executed and issued and, to the extent validity of the notes is a
matter governed by the laws of the Province of Ontario, or the laws of Canada applicable therein, will be valid obligations of TD, subject to the following limitations: (i) the enforceability of the indenture is subject to
bankruptcy, insolvency, reorganization, arrangement, winding up, moratorium and other similar laws of general application limiting the enforcement of creditors’ rights generally; (ii) the enforceability of the indenture is
subject to general equitable principles, including the fact that the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court; (iii) courts in Canada are precluded
from giving a judgment in any currency other than the lawful money of Canada; and (iv) the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel
expresses no opinion as to whether a court may find any provision of the indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is
limited to the laws of the Province of Ontario and the federal laws of Canada applicable thereto. In addition, this opinion is subject to: (i) the assumption that the senior indenture has been duly authorized, executed and
delivered by, and constitutes a valid and legally binding obligation of, the trustee, enforceable against the trustee in accordance with its terms; and (ii) customary assumptions about the genuineness of signatures and certain
factual matters all as stated in the letter of such counsel dated December 20, 2024, which has been filed as Exhibit 5.2 to the Registration Statement on Form F-3 filed by TD on December 20, 2024.
Where You Can Find More Information
We have filed a registration statement (including a product supplement and a prospectus) with the SEC for the offering to which this term sheet relates. You
should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free
at 1-800-294-1322.
“Leveraged Index Return Notes®” and “LIRNs®” are registered service marks of Bank of America Corporation, the parent company of MLPF&S
and BofAS.
|
Autocallable Leveraged Index Return Notes®
|
TS-25
|