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

Toronto-Dominion Bank's Role as Issuer and the Nature of These Structured Notes

The Toronto-Dominion Bank, commonly referred to as TD, is a major Canadian chartered bank with a substantial presence in U.S. capital markets. In its capacity as issuer of structured debt securities, TD regularly brings to market products designed to give investors tailored exposure to equity indices, interest rates, or other reference assets under defined payoff conditions. These Autocallable Barrier Notes represent Senior Debt Securities under TD's Series H program and are therefore general unsecured obligations of the bank, meaning investors bear TD's credit risk in addition to the market risk of the Russell 2000® Index.

The notes are distributed through TD Securities (USA) LLC ("TDS"), acting as agent, and carry a CUSIP of 89115N3Y8 and ISIN of US89115N3Y84. The minimum investment is $1,000, and denominations are available in multiples of $1,000 thereafter. The notes are issued in book-entry only form through The Depository Trust Company and will not be listed on any securities exchange or electronic communications network, which limits secondary market liquidity for holders.

Russell 2000® Index as Reference Asset and Its Significance for Investors

The Russell 2000® Index, identified by Bloomberg ticker RTY, is a widely followed benchmark for U.S. small-capitalization equities, comprising approximately 2,000 of the smallest companies in the Russell 3000® Index. Its performance tends to reflect sentiment toward domestically focused U.S. businesses and can exhibit higher volatility relative to large-cap benchmarks, which is a relevant consideration for structured products that use barrier and autocall mechanics tied to index closing values.

For these notes, the Reference Asset's performance is measured solely by its Closing Value on each designated Call Observation Date and the Final Valuation Date. Investors do not receive dividends or any other distributions generated by the underlying index constituents, and they will not participate in any appreciation of the index beyond the applicable Call Price. The structure therefore limits upside while providing conditional downside protection only above the 70.00% Barrier Value.

Autocall Mechanism: How and When the Notes May Be Called Early

The autocall feature is central to the note's design. If the Closing Value of the Russell 2000® Index on any scheduled Call Observation Date is greater than or equal to the Call Threshold Value — which the disclosure sets at 100.00% of the Initial Value — TD will automatically redeem the notes. Upon such a call, TD will pay investors a cash amount per note equal to the applicable Call Price, which equals the $1,000 Principal Amount plus the corresponding Call Premium for that observation date.

The Call Premium is calculated based on a per annum Call Rate of 10.90% and increases the longer the notes remain outstanding, rewarding investors who hold through later observation dates if earlier calls do not occur. Following an automatic call, the disclosure confirms that no further amounts will be owed under the notes. Investors therefore receive a defined, step-up return if the index recovers to or above its initial level on any observation date, but receive no positive return at all if the notes are never called and the index finishes below the Initial Value.

Scheduled Call Observation Dates, Call Premiums, and Call Prices From the Filing

The pricing supplement discloses a specific table of Call Observation Dates along with the corresponding Call Premium and Call Price applicable to each date. According to the filing, the first Call Observation Date is July 14, 2027, at which point the Call Premium would be $109.00 per note and the Call Price would be $1,109.00 per note. Subsequent observation dates and their associated figures are as follows, exactly as disclosed: January 8, 2028 carries a Call Premium of $163.50 and a Call Price of $1,163.50; July 8, 2028 carries a Call Premium of $218.00 and a Call Price of $1,218.00.

Continuing through the schedule as stated in the filing: January 8, 2029 has a Call Premium of $272.50 and a Call Price of $1,272.50; July 8, 2029 carries a Call Premium of $327.00 and a Call Price of $1,327.00; January 8, 2030 carries a Call Premium of $381.50 and a Call Price of $1,381.50; and July 8, 2030 carries a Call Premium of $436.00 and a Call Price of $1,436.00. The July 8, 2030 date also serves as the Final Valuation Date. All amounts resulting from calculations related to the Call Premium and Call Price are rounded to the nearest tenth of a cent, as stated in the disclosure.

Barrier Protection at Maturity: Conditions Under Which Principal May Be Lost

If the notes are not called on any of the seven observation dates — meaning the Russell 2000® Index closes below 100.00% of its Initial Value on every scheduled Call Observation Date including the Final Valuation Date — the amount TD pays at maturity depends entirely on the index's Final Value relative to the Barrier Value, which is set at 70.00% of the Initial Value. If the Final Value is at or above the Barrier Value, investors receive back only the $1,000 Principal Amount per note, with no additional return.

However, if the Final Value falls below the 70.00% Barrier Value, investors will suffer a loss equal, on a one-to-one basis, to the full percentage decline of the index from its Initial Value. Specifically, the filing states that investors will lose 1% of the Principal Amount for each 1% that the Final Value is below the Initial Value, and may lose their entire $1,000 principal. This asymmetric payoff structure means the barrier provides no protection once it is breached, and the downside is equivalent to direct index exposure from the original level.

Pricing Economics: Public Offering Price Versus Estimated Value

The notes were offered to the public at $1,000.00 per note, but the disclosure reveals that TD's estimated value of each note at the time terms were set on the Pricing Date of July 8, 2026 was $981.10 per note. This gap of approximately $18.90 per note between the public offering price and estimated value reflects the inclusion of distribution costs, hedging costs, and the issuer's projected profit, as is common in structured note offerings.

In aggregate, 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%), giving total underwriting fees of $8,940.00, and proceeds to TD of $992.50 per note, or $1,183,060.00 in total. The disclosure notes that certain dealers selling to fee-based advisory accounts may have agreed to forgo some or all of their selling concessions, potentially reducing the effective purchase price to as low as $992.50 per note for investors in those accounts.

Distribution Arrangements and TD Securities (USA) LLC's Commission Structure

TDS, the U.S. broker-dealer affiliate of TD, acts as agent for the distribution of these notes and receives a commission of $7.50 per note (0.75%). According to the filing, TDS uses the entirety of this commission to allow selling concessions to other dealers participating in the distribution. Those other dealers may further resell the notes to additional securities dealers at the Principal Amount less a concession not exceeding $7.50 per note.

The disclosure also states that TD will reimburse TDS for certain expenses related to its role in the offer and sale of the notes, and will pay TDS a fee for its role in the distribution. The filing notes that the public offering price, underwriting discount, and proceeds to TD listed in the pricing table relate to notes issued initially, and that TD may decide to sell additional notes after the filing date at potentially different public offering prices, underwriting discounts, and proceeds figures.

Absence of Periodic Interest Payments and No Guarantee of Principal Return

A critical feature of these notes, as explicitly stated in the disclosure, is that they do not pay periodic interest of any kind. Unlike conventional bonds or certificates of deposit, investors receive no coupon payments during the life of the notes. The only cash flows an investor may receive are the applicable Call Price upon an automatic call, the return of the $1,000 Principal Amount at maturity if the barrier is not breached, or — in the worst case — a partial or total loss of the Principal Amount if the index falls below the 70.00% Barrier Value and is not called.

Furthermore, the notes are explicitly identified in the filing as unsecured obligations. They are not savings accounts or insured deposits of any bank, and they are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other governmental agency in Canada or the United States. Investors are therefore exposed to TD's credit risk for the full term of the notes, meaning that a deterioration in TD's financial condition could affect the issuer's ability to make payments regardless of the index's performance.

Amendment to Original Pricing Supplement and Key Structural Document Hierarchy

The filing submitted on July 15, 2026 is formally described as Amendment No. 1 to the Pricing Supplement dated July 8, 2026. The amended and restated pricing supplement explicitly supersedes and replaces the original supplement in its entirety. It is filed pursuant to Rule 424(b)(3) under Registration Statement No. 333-283969. The document sits within a hierarchy of offering materials that also includes the Product Supplement MLN-EI-1 dated February 26, 2025, the Underlier Supplement dated February 26, 2025, and the Prospectus dated February 26, 2025.

Investors and their advisors reviewing these notes should consult all layers of this document hierarchy, as risk factors and structural details are distributed across multiple supplements and the base prospectus. The disclosure specifically directs readers to "Additional Risk Factors" beginning on page P-7 of the pricing supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-7 of the product supplement, and "Risk Factors" on page 1 of the prospectus for a comprehensive picture of the risks involved in holding these instruments.

Liquidity Constraints and Secondary Market Considerations for Noteholders

The filing makes clear that these notes will not be listed or displayed on any securities exchange or electronic communications network. This means there is no organized marketplace through which investors can readily buy or sell the notes after issuance, and any secondary market transactions would depend on a dealer's willingness to make a market, which is not guaranteed. Liquidity risk is therefore a material consideration for any investor who may need to exit the position prior to an automatic call or maturity.

The estimated value of $981.10 per note at the time of pricing is itself less than the $1,000 public offering price, and the filing notes that the estimated value will generally be lower than the price at which TDS or its affiliates may be willing to purchase the notes in any secondary market transaction. Investors should therefore expect that any early sale in the secondary market is likely to result in proceeds below the original purchase price, particularly in the early part of the notes' term before any call observation dates are reached.