Toronto-Dominion Bank Launches $1.19 Million Autocallable Barrier Notes Linked to Russell 2000 Index, Maturing July 2031

Toronto-Dominion Bank’s Issuance and Structured Note Characteristics

Toronto-Dominion Bank, known as TD, is a prominent Canadian chartered bank with significant operations in U.S. capital markets. As the issuer of structured debt securities, TD offers products designed to provide investors customized exposure to equity indices and other reference assets under specified payoff conditions. These Autocallable Barrier Notes are Senior Debt Securities under TD’s Series H program, constituting unsecured obligations of the bank, thus exposing investors to both TD’s credit risk and the market risk of the Russell 2000® Index.

Distribution is handled by TD Securities (USA) LLC ("TDS") as agent. The notes bear CUSIP 89115N3Y8 and ISIN US89115N3Y84, with a minimum investment of $1,000 and increments of $1,000 thereafter. Issued in book-entry form via The Depository Trust Company, these notes are not listed on any exchange or electronic communications network, which limits secondary market liquidity.

Russell 2000® Index as the Reference Asset and Investor Implications

The Russell 2000® Index (Bloomberg ticker RTY) is a key benchmark for U.S. small-cap stocks, representing roughly 2,000 of the smallest companies in the Russell 3000® Index. Its performance reflects sentiment toward U.S.-focused small businesses and typically exhibits greater volatility than large-cap indexes, an important factor given the notes’ barrier and autocall features tied to index closing levels.

Performance measurement is based solely on the index’s Closing Value on each Call Observation Date and the Final Valuation Date. Investors do not receive dividends or distributions from the underlying index components and will not benefit from any index gains beyond the applicable Call Price. This structure caps upside potential while offering conditional downside protection only above the 70.00% Barrier Value.

Autocall Feature: Conditions for Early Redemption

The autocall mechanism is a key feature. If the Russell 2000® Index’s Closing Value on any Call Observation Date equals or exceeds the Call Threshold Value—set at 100.00% of the Initial Value—TD will automatically redeem the notes. Investors receive a cash payment per note equal to the $1,000 Principal Amount plus a Call Premium corresponding to that observation date.

The Call Premium accrues at an annual rate of 10.90%, increasing over time to reward investors who hold the notes through later observation dates if earlier calls do not occur. After an automatic call, no further payments are due. Thus, investors gain a defined step-up return if the index recovers to or above its initial level on any observation date but receive no positive return if the notes are never called and the index finishes below the Initial Value.

Call Observation Dates, Premiums, and Prices as Disclosed

The pricing supplement specifies the Call Observation Dates alongside their respective Call Premiums and Call Prices. The first Call Observation Date is July 14, 2027, with a Call Premium of $109.00 and Call Price of $1,109.00 per note. Subsequent dates and amounts are: January 8, 2028 ($163.50 premium, $1,163.50 price); July 8, 2028 ($218.00 premium, $1,218.00 price); January 8, 2029 ($272.50 premium, $1,272.50 price); July 8, 2029 ($327.00 premium, $1,327.00 price); January 8, 2030 ($381.50 premium, $1,381.50 price); and July 8, 2030 ($436.00 premium, $1,436.00 price), which is also the Final Valuation Date. All amounts are rounded to the nearest tenth of a cent.

Barrier Protection at Maturity and Principal Risk

If the notes are not called on any observation date—meaning the Russell 2000® Index closes below 100.00% of its Initial Value on all Call Observation Dates including the Final Valuation Date—the maturity payout depends on the index’s Final Value relative to the 70.00% Barrier Value. If the Final Value is at or above the Barrier Value, investors receive only the $1,000 Principal Amount with no additional return.

If the Final Value falls below the Barrier Value, investors incur a loss proportional to the index’s decline below the Initial Value, potentially losing their entire $1,000 principal. This asymmetric payoff means the barrier offers no protection if breached, exposing investors to downside risk equivalent to direct index exposure from the initial level.

Pricing Details: Offering Price Versus Estimated Value

The public offering price was $1,000 per note, while TD’s estimated value at pricing on July 8, 2026, was $981.10 per note. The approximately $18.90 difference reflects distribution and hedging costs plus the issuer’s anticipated profit, typical in structured note offerings.

The total offering size is $1,192,000, representing 1,192 notes at $1,000 each. The underwriting discount is $7.50 per note (0.75%), totaling $8,940 in fees, with net proceeds to TD of $992.50 per note, or $1,183,060 overall. Some dealers selling to fee-based advisory accounts may waive some or all selling concessions, potentially lowering the effective purchase price to $992.50 per note for those investors.

Distribution and Commission Structure of TD Securities (USA) LLC

TD Securities (USA) LLC (TDS), TD’s U.S. broker-dealer affiliate, acts as agent and receives a $7.50 per note commission (0.75%). TDS passes this commission as selling concessions to other dealers involved in distribution, who may resell notes to additional dealers at the Principal Amount minus concessions up to $7.50 per note.

TD reimburses TDS for certain expenses and pays a fee for its distribution role. The pricing supplement notes that public offering price, underwriting discount, and proceeds figures apply to initial issuance; TD may offer additional notes later at different terms.

No Periodic Interest and Principal Not Guaranteed

These notes do not provide periodic interest payments. Unlike traditional bonds or CDs, investors receive no coupons during the term. Cash flows consist solely of the Call Price upon autocall, return of principal at maturity if the barrier is intact, or a partial/total principal loss if the index falls below the Barrier Value and the notes are not called.

The notes are unsecured obligations, not bank deposits or insured accounts, and are not covered by Canada Deposit Insurance Corporation, U.S. FDIC, or any government agency. Investors bear TD’s credit risk throughout the term, meaning TD’s financial health affects payment ability regardless of index performance.

Amended Pricing Supplement and Documentation Hierarchy

The July 15, 2026 filing is Amendment No. 1 to the Pricing Supplement dated July 8, 2026, fully superseding the original. Filed under Rule 424(b)(3) of Registration Statement No. 333-283969, it forms part of a document hierarchy including Product Supplement MLN-EI-1 (February 26, 2025), Underlier Supplement (February 26, 2025), and the Prospectus (February 26, 2025).

Investors and advisors should review all these documents for comprehensive risk and structural information. The pricing supplement highlights "Additional Risk Factors" starting on page P-7, the product supplement’s specific risks on page PS-7, and the prospectus’s general risk factors on page 1.

Liquidity and Secondary Market Limitations

The notes will not be listed on any securities exchange or electronic communications network, meaning no formal secondary market exists. Any resale depends on dealer willingness to make a market, which is not guaranteed, presenting liquidity risk for investors needing to exit before autocall or maturity.

The estimated value of $981.10 per note at pricing is below the $1,000 offering price, and the filing notes that secondary market bid prices from TDS or affiliates will generally be lower than estimated values. Early secondary sales are likely to yield proceeds below the initial purchase price, especially early in the term before call dates.