Toronto Domin 424B Filings

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes, each with a $1,000 principal amount, linked to the least performing of the Nasdaq-100 Index®, Russell 2000® Index and S&P 500® Index. The Notes mature on August 3, 2029, with a Pricing Date of July 31, 2026 and Issue Date of August 5, 2026.

Investors may receive monthly contingent interest at a per annum rate of at least approximately 11.35%, but only if on each observation date the closing value of every index is at least 70.00% of its Initial Value. If any index is below its Contingent Interest Barrier on an observation date, no interest is paid for that period. TD may, at its discretion, call the Notes in whole on any monthly Call Payment Date starting with the third interest payment date, returning principal plus any due interest.

If the Notes are not called and, on the Final Valuation Date, any index is below 70.00% of its Initial Value, repayment of principal is reduced one-for-one with the percentage decline of the worst-performing index, down to a possible total loss of principal. Example scenarios show outcomes from a small positive return to a 60.00% loss. The estimated value on the Pricing Date is expected to be $945.00–$980.00 per Note, less than the public offering price, and the Notes will not be listed. All payments are subject to TD’s credit risk and complex U.S. and Canadian tax considerations.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index. Each Note has a $1,000 principal amount, a Pricing Date of July 31, 2026, an Issue Date of August 5, 2026 and a scheduled Maturity Date of May 5, 2031, unless called earlier.

The Notes pay a monthly contingent coupon at a per annum rate of at least approximately 9.35% only if, on each observation date, all three indices close at or above 75% of their Initial Values. TD may, at its discretion, call the Notes in whole on any monthly Call Payment Date starting with the 12th coupon date, paying back principal plus any due interest; no further amounts are owed after a call.

If the Notes are not called, principal repayment at maturity depends on each index’s Final Value. If every index is at or above 70% of its Initial Value, investors receive the $1,000 principal (plus any due coupon). If any index finishes below 70% of its Initial Value, repayment is reduced 1% for each 1% decline in the worst-performing index, up to a total loss of principal. The Notes are subject to TD’s credit risk, are not insured, will not be listed on an exchange, and have an initial estimated value of $910–$945 per $1,000, below the public offering price, reflecting selling costs, hedging and TD’s internal funding rate.

The Toronto-Dominion Bank is offering Senior Debt Securities, Series H, in the form of Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each Note has a $1,000 principal amount, a Pricing Date of July 31, 2026, an Issue Date of August 5, 2026 and a Maturity Date of August 3, 2028.

The Notes pay a monthly contingent interest at a per annum rate of at least approximately 11.65% only if, on each observation date, all indices are at or above 75.00% of their Initial Values. TD may, at its discretion, call the Notes monthly starting on the sixth interest payment date, returning principal plus any due interest; no further payments are made after a call.

If the Notes are not called and any index ends below 70.00% of its Initial Value on the Final Valuation Date, repayment is reduced 1% for each 1% decline of the worst-performing index, potentially down to zero, exposing investors to full principal loss. The estimated value on the pricing date is expected to be $945.00–$980.00 per $1,000 Note, below the public offering price, and the Notes are unsecured, unsubordinated obligations subject to TD’s credit risk and will not be listed on any exchange.

The Toronto-Dominion Bank plans to issue callable contingent interest barrier notes linked to the least performing of the Dow Jones Industrial Average, Nasdaq‑100, and Russell 2000. Each note has a $1,000 principal amount, is scheduled to price on July 30, 2026, and mature on August 3, 2028.

Investors may receive a contingent interest rate of approximately 7.00% per annum, paid monthly, but only if on each observation date the closing value of every index is at or above its contingent interest barrier, set at 50% of its initial value. TD may, at its discretion, call the notes in whole on any monthly call date starting with the sixth interest payment, returning principal plus any due interest, after which no further payments are made.

If the notes are not called and on the final valuation date any index is below its 50% barrier, repayment of principal is reduced one‑for‑one with the decline of the worst-performing index, potentially leading to a total loss of principal. The notes are unsecured obligations of TD, are not insured, will not be listed on an exchange, and have an estimated initial value of $945–$980 per $1,000, below the public offering price, reflecting fees, hedging costs and TD’s internal funding rate.

The Toronto-Dominion Bank is issuing senior unsecured Callable Contingent Interest Barrier Notes linked to the least performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index. The notes have a Principal Amount of $1,000 per note, an Issue Date of July 21, 2026 and a Maturity Date of July 19, 2029.

Investors receive a monthly Contingent Interest Payment at a per annum rate of 10.20% only if, on each observation date, the closing value of each index is at or above 70% of its Initial Value. TD may call the notes monthly from the third interest payment date, returning principal plus any due interest.

If the notes are not called and, on the Final Valuation Date, any index is below its Barrier Value of 50% of its Initial Value, repayment of principal is reduced 1-for-1 with the decline of the worst-performing index, potentially to zero. The notes are not listed, have an estimated value of $982.20 per $1,000 at pricing, and all payments are subject to TD’s credit risk. U.S. tax disclosure treats them as prepaid derivative contracts, with alternative characterizations possible.

The Toronto-Dominion Bank is offering $1,363,000 aggregate principal amount of Senior Debt Securities, Series H, S&P 500®-linked notes maturing on July 19, 2028. The notes pay no interest and the cash payment at maturity depends on the S&P 500® performance from July 15, 2026 to July 17, 2028.

For each $1,000 note, investors earn 150% of any index gain up to a cap, with a Maximum Payment Amount of $1,201.00 (120.10% of principal), corresponding to a Cap Level of 113.40% of the initial index level of 7,572.40. A 20.00% buffer protects principal down to a Buffer Level of 6,057.92, but below that investors lose 1.25% of principal for every 1% decline beyond the buffer and can lose their entire investment.

The notes are unsecured obligations of TD, not insured by any government agency, and will not be listed on any exchange. The initial estimated value is $978.90 per $1,000, below the $1,000 public offering price, reflecting internal funding and hedging costs. Extensive risk, liquidity, conflict-of-interest and complex U.S. and Canadian tax disclosures apply.

The Toronto-Dominion Bank is offering Autocallable Barrier Notes linked to the least performing of the Nasdaq-100 Index, the Russell 2000 Index and the State Street Utilities Select Sector SPDR ETF. Each Note has a $1,000 principal amount, is issued in U.S. dollars on July 27, 2026, and matures on July 25, 2031, unless automatically called earlier.

The Notes are automatically called, and pay the corresponding Call Price of $1,060–$1,600 per $1,000 Note, if on a Call Observation Date each Reference Asset is at or above its Call Threshold Value (100% of Initial Value). The Call Premiums are based on a 12.00% per annum Call Rate. If never called and, on the Final Valuation Date, the Final Value of every Reference Asset is at or above its Barrier Value (70% of Initial Value), investors receive only the $1,000 principal.

If the Notes are not automatically called and the Final Value of any Reference Asset is below its Barrier Value, repayment is reduced to $1,000 + ($1,000 × Least Performing Percentage Change), producing a 1% loss of principal for each 1% decline in the least performing asset and potentially a total loss. The Notes pay no interest, are unsecured senior debt of TD, and any payment is subject to TD’s credit risk. The estimated value on the pricing date is expected to be $905–$940 per Note, less than the $1,000 public offering price.

The Toronto-Dominion Bank is offering Autocallable Contingent Interest Barrier Notes, senior unsecured Series H debt linked to the least-performing of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each Note has a $1,000 principal, minimum investment $1,000, pricing on July 31, 2026 and maturing August 3, 2029, unless called earlier.

The Notes pay a contingent monthly coupon of at least ~7.85% per annum only if on each observation date all three indices are at or above 70% of their initial levels. The Notes are automatically called if, on any monthly call observation date from January 31, 2027, all indices are at or above 100% of their initial levels, returning principal plus the due coupon.

If not called and any index finishes below 70% of its initial level on the final valuation date, investors lose 1% of principal for each 1% decline in the worst-performing index, up to a total loss of principal. The estimated initial fair value is $925–$960 per $1,000, below the public offering price, and the Notes are subject to TD’s credit risk, limited liquidity and complex U.S. and Canadian tax treatment.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the least-performing of the Nasdaq‑100, Russell 2000 and S&P 500 indexes. Each Note has a $1,000 principal amount, is U.S. dollar‑denominated, prices on July 31, 2026, and matures on May 5, 2031, subject to market disruption adjustments.

The Notes pay a contingent coupon of at least ~10.85% per year, evaluated monthly, only if on the observation date all three indexes are at or above 75% of their initial levels; otherwise no interest is paid for that month. TD may, at its discretion, call the Notes in whole on any monthly call date from the 12th coupon date onward, returning principal plus any due interest, with no further payments.

If the Notes are not called, principal repayment at maturity depends on the worst‑performing index. If its final level is at least 65% of its initial level, investors receive full principal (plus any due interest). If it is below 65%, repayment is reduced one‑for‑one with the worst index decline, down to a potential 100% loss of principal. The Notes are unsecured TD obligations, not insured deposits, will not be listed, and their estimated initial value is $935–$970 per $1,000, below the $1,000 public offering price.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100, Russell 2000, and S&P 500 indexes. Each Note has a $1,000 principal, a Pricing Date of July 31, 2026, an Issue Date of August 5, 2026, and a Maturity Date of August 3, 2028.

The Notes pay a monthly contingent interest at a per annum rate of at least approximately 9.55% only if, on each observation date, every index is at or above its Contingent Interest Barrier of 75% of its Initial Value. TD may call the Notes monthly starting on the sixth payment date, returning principal plus any due interest.

If not called, repayment at maturity depends on the worst-performing index. If each Final Value is at least 70% of its Initial Value, investors receive full principal (plus any due interest). If any index finishes below 70%, principal is reduced 1-for-1 with the negative return of the worst index, up to a total loss. The estimated value on the pricing date is expected between $925 and $960 per $1,000 Note, they will not be listed, and all payments are subject to TD’s credit and complex U.S./Canadian tax treatment.

The Toronto-Dominion Bank plans to issue senior unsecured Callable Contingent Interest Barrier Notes linked to the least-performing of the Nasdaq‑100 Technology Sector (NDXT), Russell 2000 Index (RTY) and S&P 500 Index (SPX). Each Note has a $1,000 principal amount, a minimum investment of $1,000, a Pricing Date of July 31, 2026, Issue Date of August 5, 2026, and Maturity Date of July 6, 2028.

The Notes pay a contingent interest rate of at least 10.35% per annum, payable monthly only if on each observation date all three indexes are at or above 70% of their Initial Values. TD may call the Notes monthly starting on the third interest payment date, returning principal plus any due interest, after which no further payments are owed.

If the Notes are not called and on the Final Valuation Date any index is below 60% of its Initial Value, repayment of principal is reduced one‑for‑one with the worst index’s decline, and investors may lose their entire principal. The estimated value is expected to be $940–$975 per $1,000 Note, below the public offering price, and the Notes are not listed, are subject to TD’s credit risk, and involve complex U.S. and Canadian tax treatments.

The Toronto-Dominion Bank is issuing Autocallable Contingent Interest Barrier Notes, senior unsecured debt linked to the least performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index. Each Note has a $1,000 principal amount, priced at $1,000, with an estimated initial value between $945.00 and $980.00 per Note, reflecting structuring and hedging costs.

The Notes pay a contingent coupon of at least 10.50% per annum, evaluated monthly, only if on each observation date every index is at or above its Contingent Interest Barrier Value, set at 70.00% of its Initial Value. The Notes are automatically called if, on any monthly call observation date, each index is at or above its Call Threshold Value of 100.00% of its Initial Value, in which case investors receive $1,000 plus any due coupon and no further payments.

If not called, at maturity on August 3, 2029 investors receive $1,000 per Note only if each index’s Final Value is at or above its Barrier Value of 70.00% of its Initial Value. If any index finishes below its Barrier Value, the payoff is $1,000 plus $1,000 times the Least Performing Percentage Change, causing a 1% principal loss for each 1% decline of the worst-performing index and potentially a total loss of principal. Coupons are not guaranteed, the Notes are subject to TD’s credit risk, and they will not be listed on any exchange.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes with a $1,000 principal amount per Note, linked to the least performing of the Nasdaq-100® Technology Sector, the Russell 2000® Index and the S&P 500® Index. The Notes pay a monthly contingent coupon at a per annum rate of at least 8.15% only when, on the relevant observation date, the closing value of each index is at or above its Contingent Interest Barrier Value, set at 70% of its Initial Value.

TD may, at its discretion, call the Notes in whole on any monthly Call Payment Date beginning with the third coupon date, returning the $1,000 principal plus any due contingent interest; no further payments occur after a call. If the Notes are not called, at maturity on July 6, 2028 investors receive $1,000 per Note only if every index’s Final Value is at or above its Barrier Value (60% of Initial). If any index finishes below its Barrier Value, repayment is reduced dollar-for-dollar with the percentage decline of the least performing index, down to a potential total loss of principal.

The estimated value on the pricing date is expected to be $920–$955 per Note versus a public offering price of $1,000, reflecting structuring, distribution and hedging costs. The Notes are unlisted, subject to TD’s credit risk, and have complex U.S. and Canadian tax considerations.

The Toronto-Dominion Bank is offering Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq‑100, Russell 2000 and S&P 500 indices. Each Note has a $1,000 principal amount, a term to August 5, 2031, and pays a monthly contingent interest at an annual rate of at least about 8.60% only when all three indices are at or above 75% of their Initial Values on the relevant observation date.

TD may, at its discretion, call the Notes monthly starting on the twelfth interest date, returning the $1,000 principal plus any due interest, after which no further payments are made. If the Notes are not called and on the Final Valuation Date any index is below its 60% Barrier Value, maturity payment is reduced by the full negative performance of the worst index, down to a possible total loss of principal; if all are at or above their Barriers, investors receive only the $1,000 principal (plus any due interest).

The Notes are senior unsecured obligations exposed to TD’s credit risk, are not insured, and will not be listed on any exchange. The estimated value on the pricing date is expected between $905 and $940 per $1,000 Note, below the public offering price, reflecting structuring, distribution, and hedging costs. U.S. tax disclosure describes treatment as prepaid derivative contracts, with significant uncertainty and alternative tax characterizations discussed.

The Toronto-Dominion Bank is offering Callable Contingent Interest Barrier Notes, each with a $1,000 principal amount, linked to the least performing of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index. The Notes pay a contingent monthly interest at a rate of at least 9.30% per annum, but only if on each observation date the closing value of every index is at or above its Contingent Interest Barrier Value set at 70% of its Initial Value.

TD may, at its discretion, call the Notes monthly starting on the sixth interest payment date, returning the $1,000 principal plus any due interest; no further payments would then be made. If the Notes are not called and, on the Final Valuation Date in July 2029, any index is below its Barrier Value (also 70% of its Initial Value), repayment of principal is reduced 1% for each 1% decline of the worst-performing index, and investors can lose up to 100% of principal.

The Notes are senior unsecured debt, subject to TD’s credit risk, will not be listed on any exchange and may have limited or no secondary market. The estimated value on the pricing date is expected between $920 and $955 per $1,000 Note, below the public offering price, reflecting selling costs, hedging and TD’s internal funding rate. The product has complex payoff and tax characteristics under U.S. and Canadian law and is not intended for non-U.S. holders.

The Toronto-Dominion Bank is issuing Autocallable Contingent Interest Barrier Notes, senior unsecured debt linked to the least performing of Amazon.com, Alphabet Class A and Meta common stock. The Notes offer a contingent interest rate of 27.60% per annum, paid monthly only when on each observation date all three shares close at or above their respective Contingent Interest Barrier Values, set at 70.00% of initial values.

The Notes may be automatically called monthly from January 23, 2027 if on a call observation date all shares are at or above 100.00% of initial value; in that case investors receive principal plus the applicable interest and no further payments. If not called, at maturity on July 28, 2031 principal is repaid only if every share’s final value is at or above its Barrier Value of 60.00% of initial value. If any share finishes below its Barrier Value, repayment is reduced one-for-one with the decline of the worst-performing stock, up to a 100% loss of principal. The public offering price is $1,000 per Note, with an estimated value between $930 and $965, an underwriting discount of $6 and proceeds to TD of $994 per Note. Payments depend on TD’s credit and the Notes will not be listed for trading.

The Toronto-Dominion Bank is offering $1,158,000 of senior unsecured structured notes linked to the MSCI EAFE® Index, maturing on July 14, 2028. The notes are issued in $1,000 denominations and pay no periodic interest.

At maturity, if the index’s final level is at least the Threshold Level of 2,740.31625 (87.50% of the initial level of 3,131.79), investors receive a fixed Threshold Settlement Amount of $1,170.10 per $1,000, regardless of how much the index has risen. If the final level is below the Threshold Level, the payoff falls below principal and declines by approximately 1.1429% of principal for every additional 1% drop in the index beyond the 12.50% threshold, potentially down to zero.

The notes do not guarantee return of principal, are unsecured obligations of TD, and are not insured by any government agency. The initial estimated value is $984.70 per $1,000, below the public offering price, and the notes will not be listed, with any secondary market making at TD’s discretion, exposing investors to liquidity and TD credit risk.

The Toronto-Dominion Bank is offering $40,000,000 of Trigger Callable Contingent Yield Notes linked to the least performing of the Nasdaq-100, Russell 2000 and S&P 500. The notes pay a quarterly contingent coupon at a 13.00% per annum rate ($0.325 per $10 Note) only if, on every trading day in the observation period, each index closes at or above its coupon barrier, set at 70% of its initial level.

TD may call the notes in whole on any quarterly observation end date (other than the final one) and repay principal plus any due coupon. If not called, investors receive full principal at maturity in January 2030 only if every index finishes at or above its downside threshold, set at 60% of its initial level. Otherwise, repayment is reduced in line with the negative return of the worst-performing index, potentially to zero. The notes are senior unsecured obligations of TD; all payments depend on TD’s credit, and the estimated value on the trade date is $9.819 per $10 Note, below the issue price.

The Toronto-Dominion Bank is offering senior unsecured Series H Capped Notes linked to the Nasdaq-100 Index®. Each Note has a $1,000 principal amount, with a Maximum Redemption Amount of $1,130 per Note, capping total index-linked return at 13%.

At maturity on July 20, 2028, investors receive the lesser of $1,000 plus the index percentage gain or $1,130 if the Final Level exceeds the Initial Level, and $1,000 if the index is flat or lower, all subject to TD’s credit risk. The initial offering totals $250,000, priced at $1,000 per Note, with an estimated value of $975. The Notes pay no periodic interest and are expected to be taxed in the U.S. as contingent payment debt instruments using a 4.66% comparable yield, causing taxable original issue discount each year even though cash is only paid at maturity. The Notes will not be listed, and secondary market liquidity and pricing are uncertain.

The Toronto-Dominion Bank is offering senior unsecured notes with a $1,000 principal amount per note linked to the Class A common stock of The Estée Lauder Companies Inc. The notes mature on July 20, 2027, unless automatically called.

On quarterly observation dates from October 2026 through April 2027, the notes are automatically called if the stock’s closing price is at least the initial price of $80.86, in which case investors receive principal plus any due contingent coupon. On each observation date, if the stock closes at or above 65.00% of the initial price, investors receive a contingent coupon equal to an annualized rate of up to 20.72% ($207.20 per year per $1,000), but coupons are not guaranteed.

If the notes are not called and the final stock price is at or above the 65.00% principal barrier, investors receive $1,000 per note plus any final coupon; if it is below, repayment is reduced dollar-for-dollar with the stock’s percentage decline, up to a total loss of principal. The initial estimated value is $949.70–$979.70 per $1,000, below the public offering price, and the notes are unsecured, not CDIC/FDIC insured, and not listed, with uncertain secondary market liquidity.

Toronto-Dominion Bank is issuing $443,000 of Capped Contingent Absolute Return Buffered Notes linked to the S&P 500 Index at $1,000 per Note, maturing on July 20, 2028. The Notes provide unleveraged upside to index gains, capped at a Maximum Upside Redemption Amount of $1,185.50 per Note, and a contingent absolute return on moderate declines.

A 20.00% Buffer Amount protects against initial losses: as long as the Final Value is between 80.00% and 100.00% of the Initial Value of 7,572.40, holders receive a positive return equal to the absolute index move. If the Final Value falls below the Buffer Value of 6,057.92, principal is reduced 1% for each additional 1% decline, with up to 80.00% of principal at risk.

The Notes pay no interest, are unsecured senior debt subject to TD’s credit risk, and will not be listed on an exchange. The estimated value at pricing was $985.40 per Note, below the public offering price, reflecting selling costs, hedging and TD’s internal funding rate. U.S. tax treatment is described as prepaid derivative contracts, but remains uncertain.

The Toronto-Dominion Bank is issuing $1,000,000 of Senior Debt Securities, Series G, in the form of Callable Fixed Rate Notes due July 17, 2033. Each Note has a $1,000 principal amount, priced at 100% with a 0.87% underwriting discount.

The Notes pay a fixed coupon of 5.10% per annum, with interest paid in arrears on the 17th of January and July, from January 17, 2027 until maturity or earlier redemption, calculated on a 30/360 basis. TD may redeem the Notes in whole at par plus accrued interest on any January 17 or July 17 Optional Call Date from July 17, 2027 to the Interest Payment Date immediately before maturity, subject to regulatory approval related to Total Loss Absorbing Capacity.

The Notes are unsecured obligations of TD, subject to TD’s credit risk, are not insured by CDIC, the FDIC or any other agency, and are designated bail-inable debt securities that may be converted into TD common shares or varied or extinguished under Canadian bank resolution powers. The Notes will not be listed on any exchange, and the secondary market, if any, may be limited, with initial market-making by TD Securities (USA) LLC at prices that may temporarily exceed secondary market value.

The Toronto-Dominion Bank is offering $1,000,000 of Callable Fixed Rate Notes due July 17, 2029. These unsecured Senior Debt Securities, Series G, pay a fixed coupon of 4.60% per annum, with interest payable in arrears on the 17th of January and July, starting January 17, 2027.

TD may redeem the notes in whole at 100% of principal plus accrued interest on any January 17 or July 17 from July 17, 2027 through the interest payment date immediately before maturity, subject to prior regulatory approval where required. If not called, investors receive principal plus accrued interest at maturity.

The notes are bail-inable debt securities under Canadian bank resolution powers and can be converted, in whole or in part, into common shares of TD or its affiliates, or varied or extinguished, if TD becomes non-viable. They are not insured by CDIC or FDIC, will not be listed on an exchange, and may have limited secondary market liquidity. U.S. tax disclosure treats them as fixed-rate debt without original issue discount, though the tax characterization of bail-inable notes is described as uncertain.

The Toronto-Dominion Bank is issuing Callable Contingent Interest Barrier Notes, senior unsecured Series H debt, linked to the Nasdaq-100, Russell 2000 and S&P 500 indices.

The Notes pay a monthly contingent coupon at approximately 13.40% per annum only when, on each observation date, the closing value of every index is at least 70% of its initial level (index-specific Contingent Interest Barrier Values). TD may, in its discretion, call the Notes in whole on any monthly call date starting with the third coupon date, returning principal plus any due interest but ending further payments.

If the Notes are not called, principal repayment at the January 21, 2028 maturity depends on final index levels. Investors receive $1,000 per Note only if each index is at or above 70% of its initial value; otherwise, repayment is reduced one-for-one with the worst-performing index, down to a potential total loss of principal. The Notes will not be listed, have an initial estimated value of $960–$995 per $1,000, and all payments are subject to TD's credit risk and complex U.S. and Canadian tax treatment.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the worst performer of the Nasdaq-100, Russell 2000 and S&P 500 indices. Each Note has a $1,000 principal amount and matures on August 2, 2029, unless called earlier.

The Notes pay monthly contingent interest at an annual rate of approximately 7.10% only when the closing value of each index is at or above its Contingent Interest Barrier Value of 60.00% of its Initial Value. TD may redeem the Notes in whole, at its discretion, on monthly Call Payment Dates starting with the sixth interest payment, returning principal plus any due interest.

If the Notes are not called and on the Final Valuation Date any index is below its Barrier Value of 50.00% of its Initial Value, repayment of principal is reduced one-for-one with the decline of the Least Performing Reference Asset, potentially to zero. The estimated value at pricing is expected between $930.00 and $965.00 per $1,000 Note, they will not be listed, and all payments are subject to TD’s credit and complex U.S. and Canadian tax considerations.

The Toronto-Dominion Bank is offering Accelerated Return Notes linked to the S&P MidCap 400 Index, each with $10 principal and a term of approximately 14 months. The notes provide 300.00% leveraged upside to Index gains, but the redemption value is capped at a Capped Value between $11.20 and $11.60 per unit, corresponding to a maximum total return of 12.00%–16.00%.

If the Index is flat at maturity, holders receive the $10 principal; if it falls, losses match the Index decline on a 1-to-1 basis, down to a total loss of principal. The notes pay no periodic interest, are senior unsecured Series H obligations, and all payments are subject to TD’s credit risk. They are not insured by the CDIC, FDIC or any other agency and may have limited secondary market liquidity. The initial estimated value is between $9.232 and $9.532 per unit, below the $10.00 public offering price, reflecting an underwriting discount of $0.175 per unit, a hedging-related charge of $0.05 per unit, and TD’s internal funding and hedging costs.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the least performing of the Dow Jones Industrial Average®, Nasdaq-100 Index® and Russell 2000® Index. Each Note has a $1,000 principal amount and matures on July 27, 2029, unless called earlier.

The Notes pay a 10.35% per annum contingent interest, calculated monthly, only if on each observation date all three indexes are at or above 70.00% of their Initial Value. TD may, at its discretion, call the Notes monthly starting with the third interest payment date, returning principal plus any due interest, after which no further payments are made.

If the Notes are not called and, on the final valuation date, any index closes below its 60.00% Barrier Value, repayment is reduced 1% for each 1% decline in the least performing index, potentially to zero, so investors may lose their entire principal. The Notes are not listed, are subject to TD’s credit risk, and the estimated value on the pricing date is expected to be $940.00–$975.00 per $1,000 Note, below the public offering price.

The Toronto-Dominion Bank is offering Step Down Autocallable Barrier Notes at a public offering price of $1,000 per Note. These unsecured senior notes, maturing July 22, 2031, are linked to the least performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index.

The Notes pay no interest. On each scheduled Call Observation Date, they are automatically called if the closing value of every index is at or above its Call Threshold Value, set at 100.00% of its Initial Value until the Final Valuation Date and 70.00% (the Barrier Value) on that date. If called, investors receive $1,000 plus a Call Premium based on a 12.15% per annum Call Rate, with Call Prices ranging from $1,121.500 after one year up to $1,607.500 at maturity.

If the Notes are never called, repayment at maturity equals $1,000 plus $1,000 times the Least Performing Percentage Change. Any negative performance of the worst index is passed through one-for-one, so investors can lose some or all of their principal. The estimated value is $940.00–$975.00 per $1,000 Note, there is no listing, and all payments depend on TD's credit.

Toronto-Dominion Bank is offering senior unsecured S&P 500®-linked notes that pay no interest and have an expected term of 26–29 months. Each note has a $1,000 principal amount and provides 140% leveraged upside to the index, but gains are capped by a maximum payment of $1,264.60–$1,311.22 per note, equal to a 26.460%–31.122% maximum return.

The structure includes a 12.50% downside buffer: if the S&P 500® falls by up to this amount, holders receive $1,000 back at maturity. Below the buffer, holders lose about 1.1429% of principal for every 1% additional decline and can lose their entire investment. The notes are not principal-protected, are unsecured obligations of TD, are not insured by CDIC or FDIC, and will not be listed on an exchange, so liquidity and sale prices are uncertain. TD’s initial estimated value is expected to be $966.20–$996.20 per $1,000 note, reflecting internal funding rates, hedging and distribution costs, and may differ from any secondary-market prices. U.S. tax treatment is uncertain; TD intends to treat the notes as prepaid derivative contracts.

The Toronto-Dominion Bank is offering Trigger Autocallable Contingent Yield Notes at $10 per Note, linked to the least performing of the Nasdaq-100 Index and EURO STOXX 50 Index, with a term to July 21, 2036 and quarterly observation dates.

The Notes pay a contingent coupon only if each index is at or above its coupon barrier on an observation date; the contingent coupon rate will be 8.50%–8.75% per annum, or $0.2125–$0.2188 per quarter. The Notes may be automatically called after 12 months if both indices are at or above their call threshold levels, in which case investors receive principal plus the applicable coupon.

If the Notes are not called and, at maturity, each index is at or above its downside threshold of 75% of its initial level, investors receive the $10 principal. If any index finishes below its downside threshold, repayment is reduced to $10 × (1 + return of the least performing index), exposing investors to index-linked losses that can reach 100% of invested principal. The Notes are senior unsecured obligations of TD, are not bail-inable or insured, are not listed on any exchange, and have an estimated initial value of $8.936–$9.236 per Note, below the issue price.

The Toronto-Dominion Bank is offering Trigger Callable Contingent Yield Notes due January 17, 2030, linked to the least performing of the Nasdaq-100, Russell 2000 and S&P 500 indexes. Each Note has a $10 principal amount and pays a 13.00% per annum contingent coupon (about $0.325 quarterly) only if on every trading day in the observation period all three indexes close at or above 70% of their initial levels.

TD may call the Notes quarterly at par plus any due coupon, ending further payments. If not called, and each final index level is at or above 60% of its initial level, you receive $10 at maturity. If any index finishes below its downside threshold, repayment is $10×(1 + return of the worst index), exposing you to full downside below that level and potential total loss of principal. The Notes are senior unsecured obligations of TD, are not insured or listed, and have an estimated initial value of $9.50–$9.85 per Note versus the $10 issue price.

The Toronto-Dominion Bank is issuing senior unsecured Autocallable Barrier Notes linked to the Russell 2000 Index, in $1,000 denominations, with initial issuance of $1,192,000 and a scheduled maturity on July 11, 2031. The notes pay no interest and will not be listed.

The notes are automatically called on specified observation dates if the index closing level is at least the Call Threshold Value of 2,956.389 (100% of the Initial Value). If called, investors receive $1,000 plus a fixed Call Premium based on a 10.90% per annum call rate, with call prices ranging from $1,109 in July 2027 up to $1,545 on the final valuation date.

If never called and the final index level is at or above the Barrier Value of 2,069.4723 (70% of Initial Value), investors receive only the $1,000 principal. If it is below the barrier, repayment is $1,000 plus $1,000 times the percentage change in the index, producing 1% loss of principal for each 1% index decline and potentially a total loss. Payments depend on TD’s credit; the internal estimated value is $981.10 per $1,000 note, below the issue price, and secondary market liquidity may be limited.

The Toronto-Dominion Bank is offering $655,000 of Callable Contingent Interest Barrier Notes linked to the Nasdaq-100, Russell 2000 and S&P 500 indices. Each $1,000 note can pay monthly contingent interest at 11.70% per annum if on the observation date all three indices are at or above 70% of their initial levels.

TD may redeem the notes monthly from the sixth interest date, paying principal plus any due contingent interest, after which no further amounts are payable. At the July 13, 2028 maturity, if not called and any index finishes below its 70% barrier, repayment is reduced one-for-one with the worst index’s decline, potentially to zero; if all remain at or above the barrier, principal is repaid.

The notes are unsecured senior debt, not insured by Canadian or U.S. deposit insurers and not listed on an exchange. The initial estimated value is $983.70 per note, below the $1,000 public offering price, and secondary market liquidity may be limited. U.S. and Canadian tax treatment is complex and may differ from the issuer’s expected treatment.

The Toronto-Dominion Bank is offering $9,809,000 of Trigger Autocallable Contingent Yield Notes with Memory Interest linked to Dollar General common stock, maturing on July 13, 2029. The Notes pay a contingent coupon at 9.90% per annum on quarterly observation dates when the share price is at or above a preset barrier.

The Notes may be automatically called if Dollar General’s stock closes at or above 100.00% of the initial level ($118.92) on any observation date before the final valuation date, returning principal plus the current and any previously unpaid coupons. If not called, principal is fully repaid at maturity only when the final share price is at or above the downside threshold of 50.00% of the initial level ($59.46).

If the final share price is below this downside threshold and the Notes have not been called, repayment is reduced one-for-one with the stock’s percentage decline, and the entire investment can be lost. The Notes are senior unsecured obligations of TD, not insured, not exchange-listed, sold at $10 per Note with an estimated value of $9.654.

The Toronto-Dominion Bank is offering senior unsecured S&P 500® Index-linked notes with a $1,000 principal amount per note that do not pay interest. The notes have an expected term of 13–15 months and are not listed on any exchange.

At maturity, holders receive a fixed Threshold Settlement Amount of between $1,082.60 and $1,096.90 per $1,000 if the S&P 500® final level is at least 90.00% of its initial level. If the index closes below this 90.00% threshold, repayment of principal is reduced using a downside multiplier of approximately 1.1111, so losses exceed the index decline beyond the 10.00% buffer and can reach 100% of principal.

The notes are unsecured obligations of TD, not insured by any government agency, and all payments depend on TD’s credit. The initial estimated value is expected to be $956.90–$986.90 per $1,000, below the public offering price, reflecting selling costs, hedging and TD’s internal funding rate. Secondary market liquidity may be limited, and U.S. tax treatment is uncertain, with TD intending to treat the notes as prepaid derivative contracts.

The Toronto-Dominion Bank is offering senior Callable Fixed Rate Notes due July 31, 2028, issued as Series G senior debt. Each Note has a principal amount of $1,000 and an issue price of 100%, paying a fixed interest rate of 4.50% per annum.

Interest is paid semiannually in arrears on the last calendar day of January and July, starting January 31, 2027, using a 30/360 day-count so each period is treated as 180 days. TD may, at its option, redeem the Notes in whole at 100% of principal plus accrued interest on any Optional Call Date, which falls on the last calendar day of January and July from July 31, 2027 up to the interest payment date before maturity.

The Notes are unsecured, subject to the credit risk of TD, and are designated bail-inable debt securities, meaning they may be converted into common shares or written down under Canadian bank resolution powers, potentially resulting in loss of principal and interest. They will not be listed on any securities exchange, and secondary market liquidity may be limited, with prices affected by underwriting discounts of up to $17 per $1,000 Note, offering expenses and hedging costs. U.S. tax counsel expects the Notes to be treated as fixed-rate indebtedness without original issue discount for U.S. federal income tax purposes, but the tax treatment of bail-inable instruments remains uncertain.

The Toronto-Dominion Bank is offering senior unsecured Series G Callable Fixed Rate Notes due July 31, 2031 in $1,000 denominations. The Notes pay a fixed interest rate of 5.10% per annum, with interest payable in arrears on the last calendar day of each July from July 31, 2027 to maturity, using a 30/360 day-count convention.

TD may, at its option, redeem the Notes in whole (but not in part) at 100% of principal plus accrued interest on the last calendar day of each July from July 31, 2027 up to the Interest Payment Date immediately before maturity, subject in some cases to regulatory approval. The Notes are bail-inable debt securities under the Canada Deposit Insurance Corporation Act and may be converted, in whole or in part, into common shares of TD or its affiliates or varied or extinguished if Canadian bank resolution powers are exercised, so holders could lose some or all of principal and interest. They are unsecured, not insured by CDIC or U.S. agencies, and will not be listed, so secondary market liquidity may be limited and resale prices may be below the issue price.

The issue price is 100% of principal, with an underwriting discount of up to $33.50 (3.35%) per $1,000 Note, resulting in proceeds to TD of at least $966.50 per Note. For U.S. federal income tax purposes, the Notes are intended to be treated as fixed rate debt issued without original issue discount, and detailed U.S. and Canadian tax consequences are provided for U.S. and Non-resident Holders.

The Toronto-Dominion Bank is offering senior unsecured Series G Callable Fixed Rate Notes due July 31, 2030. Each Note has a $1,000 principal amount, issued at 100% of par, and pays fixed interest of 5.00% per annum with annual payments each July 31, beginning in 2027. TD may redeem the Notes in whole at 100% of principal plus accrued interest on any July 31 from 2027 up to the interest payment immediately before maturity, creating early redemption and reinvestment risk.

The Notes are bail-inable debt securities under Canadian bank resolution powers. If TD ceases, or is about to cease, to be viable, the Canada Deposit Insurance Corporation may convert the Notes, in whole or in part, into TD or affiliate common shares and vary or extinguish remaining claims, so investors may lose some or all of principal and accrued interest. The Notes are unsecured, are not deposit liabilities, and are not insured by CDIC, the FDIC or any other governmental agency.

The public offering price is $1,000 per Note, with an underwriting discount of up to $23.50 and proceeds to TD of at least $976.50 per Note. The Notes will not be listed on any exchange, and any secondary trading will rely on dealer market-making, which may be limited and at prices below the initial offering. The disclosure also emphasizes complex U.S. and Canadian tax treatment, including potential reporting and withholding considerations for U.S. and non-resident investors.

The Toronto-Dominion Bank is issuing senior unsecured Callable Fixed Rate Notes due January 15, 2028, part of its Senior Debt Securities, Series G. The Notes have a principal amount of $1,000 per Note, an aggregate principal of $1,000,000.00, and are offered at 100% of principal. They pay a fixed interest rate of 4.25% per annum, calculated on a 30/360 basis, with interest paid in arrears on the 15th of each January and July, starting January 15, 2027, until maturity or earlier redemption.

TD may, at its option, redeem the Notes in whole (but not in part) at 100% of principal plus accrued interest on any January 15 or July 15 from January 15, 2027, subject to prior regulatory approval where required. The Notes are bail-inable debt securities under Canadian bank resolution powers and may be converted, in whole or in part, into common shares of TD or its affiliates if TD becomes non-viable, exposing holders to potential loss of principal and interest. The Notes are unsecured, subject to TD’s credit risk, will not be listed on any exchange, and may have limited secondary market liquidity. U.S. holders are generally expected to treat them as fixed-rate debt instruments for tax purposes.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the least performing of the Russell 2000 Index and the State Street Technology Select Sector SPDR ETF. Each Note has a $1,000 principal amount, a Pricing Date of July 20, 2026 and matures on July 25, 2029, unless called earlier.

The Notes pay a monthly contingent interest at approximately 14.20% per annum only when, on the relevant observation date, the closing value of each reference asset is at or above its Contingent Interest Barrier Value, set at 70% of its Initial Value. If any reference asset is below its barrier on an observation date, no interest is paid for that period.

Beginning with the third interest payment date, TD may, at its discretion, call the Notes monthly and repay $1,000 per Note plus any due interest; no further payments would be made after a call. If not called, and on the Final Valuation Date both reference assets are at or above 70% of their Initial Values, investors receive $1,000 per Note plus any due interest. If any reference asset finishes below its 70% Barrier Value, repayment is $1,000 plus $1,000 times the percentage change of the worst performer, so losses are one-for-one with that decline and can reach 100% of principal.

The Notes carry TD’s credit risk, are not insured by Canadian or U.S. deposit insurers, and will not be listed on an exchange, limiting liquidity. The estimated value on the Pricing Date is expected between $940 and $975 per Note, below the $1,000 public offering price, reflecting selling, structuring and hedging costs. Investors are also exposed to risks specific to small-cap U.S. equities via the Russell 2000 and to the technology sector via XLK.

The Toronto-Dominion Bank is issuing senior unsecured Callable Fixed Rate Notes due July 15, 2031, with an aggregate principal amount of $1,000,000, priced at 100% of the $1,000 principal per Note. The Notes pay fixed interest of 5.00% per annum, with payments each July 15 from 2027 to maturity.

TD may redeem the Notes in whole on any July 15 from 2027 to the interest date before maturity at 100% of principal plus accrued interest, subject to certain regulatory approvals. The Notes are bail-inable under Canadian bank resolution powers, are not insured deposits, will not be listed on an exchange, and their value depends on TD’s creditworthiness, interest-rate movements and secondary-market liquidity.

The Toronto-Dominion Bank is offering Leveraged Contingent Absolute Return Barrier Notes linked to the Dow Jones Industrial Average. Each note has a $1,000 principal amount, a 112.00% leverage factor on positive index performance, and a 75.00% barrier level, maturing July 24, 2031.

If the index finishes above its initial level, investors receive principal plus leveraged gains. If it finishes at or below the initial level but at or above the barrier, investors receive a positive “contingent absolute return” equal to the absolute index move, capped at 25.00%. Below the barrier, principal is reduced one-for-one with index losses and can fall to zero. The notes pay no interest, are unsecured senior obligations of TD, will not be listed, and any repayment depends on TD’s credit. The estimated value on the pricing date is expected between $955.00 and $985.00 per note, less than the $1,000 public offering price, and secondary market prices, if any, may be lower. U.S. tax treatment is expected to follow a prepaid derivative characterization, but remains uncertain.

The Toronto-Dominion Bank is offering $1,050,000 of senior unsecured Callable Contingent Interest Barrier Notes linked to the worst performer of the Dow Jones Industrial Average, Nasdaq-100 and Russell 2000. Each $1,000 note pays contingent interest at approximately 11.05% per year, evaluated monthly.

Interest is paid only when on a monthly observation date every index closes at or above its Contingent Interest Barrier, set at 70.00% of its initial level. TD can redeem the notes in whole, starting on the third Contingent Interest Payment Date, at par plus any due interest.

If the notes are not called, principal repayment at July 18, 2028 depends on the “least performing” index. Full principal is returned only if each final index value is at or above its Barrier Value, 65.00% of its initial level; otherwise principal is reduced 1% for each 1% decline in the worst index, potentially to zero.

The notes are unsecured obligations of TD, are not bail-inable or insured, and will not be listed. The estimated economic value is $977.50 per $1,000 note, below the public offering price, reflecting distribution and hedging costs. U.S. tax disclosure treats the notes as prepaid derivative contracts, with contingent interest taxed as ordinary income.

The Toronto-Dominion Bank is offering $3,630,000.00 principal amount of Callable Fixed Rate Notes due July 15, 2028 under its Senior Debt Securities, Series G program. Each Note has a $1,000 principal amount and pays fixed interest of 4.50% per annum, with semiannual payments on January 15 and July 15 from January 15, 2027 to maturity.

TD may, at its option, redeem all Notes at 100% of principal plus accrued interest on any January 15 or July 15, starting July 15, 2027, which introduces reinvestment and call risk. The Notes are unsecured, subject to TD’s credit risk, not insured by CDIC or FDIC, and will not be listed on any exchange, limiting liquidity.

The Notes are bail-inable debt securities, meaning they can be converted into TD common shares or varied or extinguished under Canadian bank resolution powers if TD becomes non-viable, which could result in partial or total loss of principal and interest. U.S. investors are expected to treat them as fixed rate debt for tax purposes, while detailed Canadian and cross-border tax rules apply to non-resident holders.

The Toronto-Dominion Bank is offering senior unsecured Series H notes linked to the MSCI EAFE Index, with a term expected to be between 23 and 26 months. The notes pay no interest and all value comes from the index level on a single valuation date near maturity.

For each $1,000 note, if the final index level is at or above 87.50% of the initial level, holders receive a fixed Threshold Settlement Amount of between $1,145.20 and $1,170.80, so upside is capped and there is no additional participation in index gains. If the final level is below 87.50%, repayment is reduced using a Downside Multiplier of approximately 1.1429, causing losses of about 1.1429% of principal for every 1% decline beyond a 12.50% drop, up to a total loss of principal.

The initial estimated value is expected to be $954.50–$984.50 per $1,000, below the public offering price, reflecting internal funding and structuring costs. The notes are unsecured obligations of TD, not bail-inable, not insured, and will not be listed, so secondary liquidity may be limited and resale prices may be significantly below the issue price. The structure embeds currency and non-U.S. equity market risks, complex U.S. and Canadian tax treatment, and potential conflicts of interest because TD and its affiliates act as calculation agent, hedging counterparties and selling agent.

The Toronto-Dominion Bank is offering $5,000,000 of senior unsecured structured notes, “Callable Contingent Income Securities with Daily Coupon Observation” due January 12, 2029, linked to the worst performing of the Nasdaq-100, Russell 2000 and S&P 500 indices.

Each $1,000 security may pay a $23 quarterly contingent coupon (9.20% per annum) only if, on every trading day in the quarter, each index stays at or above 60.00% of its initial level (the coupon threshold). If any index falls below its threshold on any day in the period, no coupon is paid for that quarter.

TD may call the notes in whole on any coupon date (other than final) at $1,000 plus any due coupon, after which no further payments are made. If held to maturity and every index finishes at or above its 60.00% downside threshold, investors receive $1,000 plus any final coupon. If any index finishes below its threshold, repayment is reduced 1:1 with the worst index’s loss and can be less than 60% of principal, down to zero.

The notes do not participate in index gains, are not listed on any exchange, and all payments depend on TD’s credit. The issue price is $1,000 per note versus an estimated value of $970.60, reflecting dealer compensation and TD’s internal funding rate.

The Toronto-Dominion Bank is issuing Callable Contingent Interest Barrier Notes linked to the least performing of the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index. Each Note has a $1,000 principal amount, in U.S. dollars, maturing on July 19, 2029.

The Notes pay a monthly contingent interest at a 10.20% per annum rate only if, on each observation date, the closing value of every index is at least 70% of its Initial Value. If any index is below its Contingent Interest Barrier Value, that month’s interest is skipped; investors could receive no interest over the life of the Notes.

TD may, at its discretion, call the Notes monthly starting with the third interest payment date, paying back the $1,000 principal plus any due interest; no further amounts are owed after a call. If not called, principal repayment at maturity depends on index performance on the Final Valuation Date. If each index is at or above 50% of its Initial Value (its Barrier Value), investors receive full principal. If any index is below 50%, repayment equals $1,000 plus $1,000 times the Least Performing Percentage Change, producing a 1:1 downside with the worst index and up to a total loss of principal.

The estimated value on the pricing date is expected to be between $950.00 and $985.00 per Note, below the public offering price of $1,000, reflecting structuring, hedging costs and TD’s internal funding rate. The Notes are unsecured senior debt subject to TD’s credit risk, are not insured, and will not be listed, so secondary market liquidity may be limited and resale prices may be substantially below the offering price.

The Toronto-Dominion Bank is issuing Senior Debt Securities, Series H in the form of Autocallable Contingent Interest Barrier Notes linked to the least performing of the iShares Semiconductor ETF (SOXX) and the EURO STOXX Banks Index (SX7E). Each Note has a $1,000 principal amount, priced at 100% of principal, with an estimated value of $939.10 per Note. The Notes pay a contingent interest rate of approximately 23.75% per annum, credited monthly only if on each observation date the closing value of both reference assets is at or above 70% of their Initial Values.

The Notes can be automatically called monthly if both assets are at or above 100% of their Initial Values, in which case investors receive principal plus any due interest, and the term ends early. If not called, at maturity on June 15, 2028 investors receive $1,000 per Note only if each reference asset’s final value is at or above 60% of its Initial Value. If any asset finishes below its 60% barrier, repayment is reduced 1:1 with the decline of the least performing asset, potentially down to zero. Payments depend on TD’s credit; the Notes are unsecured, not insured and will not be listed on an exchange.

The Toronto-Dominion Bank is offering senior unsecured S&P 500®-linked notes, Series H, with a principal amount of $1,000 per note and an initial aggregate principal of $2,333,000. The notes are issued in U.S. dollars, pay no interest, and mature on November 17, 2027, based on an S&P 500 performance period from July 9, 2026 to November 15, 2027.

At maturity, investors receive: the Maximum Payment Amount of $1,195.30 per $1,000 if the S&P 500 final level is at or above 113.95% of the initial level; leveraged upside at a 140.00% Leverage Factor for gains between the initial level and the cap level; full principal back if the index is down by up to the 10.00% Buffer Percentage; and a loss of about 1.1111% of principal for every 1% decline beyond the 90.00% Buffer Level, down to a possible total loss.

The initial level is 7,543.64, the Buffer Level is 6,789.276, and the Downside Multiplier is approximately 111.11%. The notes are not principal-protected, are unsecured obligations of TD, are not bail-inable, and will not be listed on any exchange. The initial estimated value is $997.10 per $1,000, below the public offering price, and any secondary-market value is expected to be lower than the issue price. U.S. and Canadian tax treatment is complex and may differ from the prepaid-derivative characterization described.