TD offers S&P 500‑linked note with 30% buffer, 26.3% cap
The Toronto-Dominion Bank is offering senior debt securities linked to the S&P 500® with a stated maturity of May 24, 2029.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B2
Rhea-AI Filing Summary
The Toronto-Dominion Bank is offering senior debt securities linked to the S&P 500® with a stated maturity of May 24, 2029. Each $1,000 face amount security pays no interest and delivers a maturity payment tied to the Index: 100% upside participation capped at a 26.30% maximum return (maximum payment $1,263) and a 30% buffered downside (you absorb 1-to-1 losses beyond a 70% threshold of the starting level).
The pricing date closing level was 7,353.61 and the issuer reported an estimated value of $960.30 versus the original offering price of $1,000.00. Payments are senior unsecured obligations subject to the Bank's credit risk; the securities are not listed. The offering materials highlight uncertain U.S. federal tax treatment and limited or no secondary market liquidity.
Insights
Packaged index exposure with capped upside and partial downside buffer.
The security replicates a capped participation profile: 100% upside participation subject to a 26.30% cap and a 30% buffer against initial losses, producing asymmetric payoff behavior. The calculation day is May 21, 2029, with maturity on May 24, 2029.
Key dependencies include the Index ending level versus the starting level (7,353.61 on pricing date), issuer creditworthiness, and secondary market activity. Pricing reflects dealer costs and hedging profits; the issuer’s estimated value ($960.30) is lower than the offering price, which can compress early secondary market bids.
Tax characterization is uncertain; U.S. withholding risks noted.
TD’s counsel advises treating the securities as prepaid derivative contracts for U.S. federal income tax purposes, but acknowledges alternative characterizations (e.g., contingent payment debt instrument). The issuer cites possible Section 871(m) and FATCA implications and states it will not pay additional amounts if withholding applies.
Investors should obtain tax advice because adverse rulings or legislative changes could materially affect timing and character of income. Legal opinions state enforceability subject to insolvency and general equitable principles.
Key Figures
Original Offering Price: $1,000.00 per security
Estimated Value: $960.30 per security
Agent Discount / Commission: $28.25 per security
+4 more
7 metrics
Original Offering Price
$1,000.00 per security
Issue Date May 22, 2026
Estimated Value
$960.30 per security
Estimated value on pricing date May 19, 2026
Agent Discount / Commission
$28.25 per security
Agent discount (2.825%) paid on original offering price
Maximum Return
26.30% ($263.00)
Maximum positive return per $1,000 face amount
Buffer / Threshold
30% buffer; threshold 70% (5,147.527)
Buffer protects declines up to 30%; threshold equals 70% of starting level
Starting Level
7,353.61
Closing level of S&P 500 on pricing date May 19, 2026
Stated Maturity / Calculation Day
Maturity <date>May 24, 2029</date>; Calculation Day <date>May 21, 2029</date>
Maturity subject to postponement for market disruption events
Key Terms
prepaid derivative contracts, delta-one, buffer amount, calculation day, +1 more
5 terms
prepaid derivative contracts tax
"treat the securities, for U.S. federal income tax purposes, as prepaid derivative contracts"
delta-one financial
"we have determined that the securities are not 'delta-one' with respect to the Index"
buffer amount financial
"If the level of the Index decreases but the decrease is not more than the buffer amount of 30%"
calculation day operational
"Calculation Day: May 21, 2029, subject to postponement"
market disruption event operational
"postponement due to non-trading days and the occurrence of a market disruption event"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What payout outcomes does TD (TD) offer on these S&P 500‑linked securities?
The securities pay at maturity based on the Index performance: up to a 26.30% capped gain (max $1,263), full principal if decline ≤ 30%, and 1‑for‑1 losses beyond the 30% buffer (losses up to 70%).
How did TD price these securities and what was the estimated value on the pricing date?
The original offering price was $1,000.00 and the issuer’s estimated value on the pricing date was $960.30, reflecting agent discounts, issuance costs, hedging costs and the Bank’s internal funding rate used in internal pricing models.
What credit and liquidity risks apply to these TD structured securities?
Payments are senior unsecured obligations of TD and subject to the Bank’s credit risk; the securities are not listed and may have little or no secondary market, so early sales could incur substantial discounts from principal.
Are there U.S. or Canadian tax uncertainties for investors in TD’s product?
The issuer states U.S. federal tax treatment is uncertain and recommends consulting a tax adviser; Section 871(m) withholding and FATCA rules are discussed and the issuer will not pay additional amounts if withholding is required.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
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Pricing Supplement dated May 19, 2026
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-283969
(To Product Supplement MLN-WF-1 dated February 26, 2025,
Underlier Supplement dated February 26, 2025
and Prospectus dated February 26, 2025)
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The Toronto-Dominion Bank
Senior Debt Securities, Series H
Equity Index Linked Securities
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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■ Linked to the S&P 500® Index (the “Index”)
■ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a maturity payment amount that may be greater
than, equal to or less than the face amount of the securities, depending on the performance of the Index from its starting level to its ending level. The maturity payment amount will reflect the following terms:
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If the level of the Index increases, you will receive the face amount plus a positive return equal to 100% of the percentage increase in the level of the Index from the starting level,
subject to a maximum return at maturity of 26.30% of the face amount. As a result of the maximum return, the maximum maturity payment amount is $1,263.00
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If the level of the Index decreases but the decrease is not more than the buffer amount of 30%, you will receive the face amount
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If the level of the Index decreases by more than the buffer amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the level of the Index in
excess of the buffer amount
■ Investors may lose up to 70% of the face amount
■ All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)
■ No periodic interest payments or dividends
■ No exchange listing; designed to be held to maturity
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The estimated value of the securities at the time the terms of your securities were set on the pricing date was $960.30 per security, as discussed further under “Selected Risk
Considerations— Risks Relating To The Estimated Value Of The Securities And Any Secondary Market” beginning on page P-8 and “Estimated Value Of The Securities” herein. The estimated value is less than the original offering price of the securities.
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk
Considerations” beginning on page P-8 herein and “Risk Factors” beginning on page PS-5 of the accompanying product supplement and on page 1 of the accompanying prospectus.
The securities are senior unsecured debt obligations of the Bank, and, accordingly, all payments are subject to credit risk. The securities are not insured by the Canada Deposit
Insurance Corporation pursuant to the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or the U.S. Federal Deposit Insurance Corporation or any other governmental agency of Canada, the United States or any other jurisdiction.
Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this pricing supplement or the accompanying product supplement, underlier supplement and prospectus. Any representation to the contrary is a criminal offense.
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Original Offering Price
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Agent Discount(1)
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Proceeds to The Toronto-Dominion Bank
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Per Security
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$1,000.00
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$28.25
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$971.75
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Total
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$2,012,000.00
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$56,839.00
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$1,955,161.00
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The Agents will receive a commission of $28.25 (2.825%) per security and will use all of that commission to allow selling concessions to other dealers in connection with the distribution of the securities. The
Agents may resell the securities to other securities dealers at the original offering price less a concession of $22.50 (2.25%) per security. Such securities dealers may include Wells Fargo Advisors (“WFA”, the trade name of the retail
brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC), an affiliate of Wells Fargo Securities, LLC (“Wells Fargo Securities”). The other dealers may forgo, in their sole discretion, some
or all of their selling concessions. In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $0.75 (0.075%) per security of the agent discount to WFA as a distribution expense fee for each security sold by WFA.
The Bank will reimburse TD Securities (USA) LLC (“TDS”) for certain expenses in connection with its role in the offer and sale of the securities, and the Bank will pay TDS a fee in connection with its role in the offer and sale of the
securities. In respect of certain securities sold in this offering, we will pay a fee of up to $3.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the
securities to other securities dealers. See “Terms of the Securities—Agents” herein and “Supplemental Plan of Distribution (Conflicts of Interest) –Selling Restrictions” in the accompanying product supplement.
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TD Securities (USA) LLC
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Wells Fargo Securities
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Terms of the Securities
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Issuer:
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The Toronto-Dominion Bank (the “Bank”).
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Market Measure:
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S&P 500® Index (the “Index”).
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Pricing Date:
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May 19, 2026.
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Issue Date:
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May 22, 2026.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Maturity Payment
Amount:
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On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity
payment amount” per security will equal:
• if the ending level is greater than the starting
level: $1,000 plus the lesser of:
(i) $1,000 × index return × upside participation rate; and
(ii) the maximum return;
• if the ending level is less
than or equal to the starting level, but greater than or equal to the threshold level:
$1,000; or
• if the ending level is less than the threshold
level:
$1,000 + [$1,000 × (index return + buffer amount)]
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If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the Index
in excess of the buffer amount and will lose some, and possibly up to 70%, of the face amount of your securities at maturity.
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Stated Maturity
Date:
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May 24, 2029, subject to postponement. The securities are not subject to redemption by the Bank or repayment at the option of any holder of the
securities prior to the stated maturity date.
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Starting Level:
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7,353.61, the closing level of the Index on the pricing date.
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Closing Level:
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Closing level has the meaning set forth under “General Terms of the Securities—Certain Terms for Securities Linked to an Index—Certain Definitions” in
the accompanying product supplement.
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Ending Level:
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The “ending level” will be the closing level of the Index on the calculation day.
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Maximum Return:
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The “maximum return” is 26.30% of the face amount per security ($263.00 per security). As a result of the maximum return, the maximum maturity
payment amount is $1,263.00 per security.
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Threshold Level:
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5,147.527, which is equal to 70% of the starting level.
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Buffer Amount:
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30%
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Upside Participation
Rate:
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100%
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Index Return:
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The “index return” is the percentage change from the starting level to the ending level, measured as follows:
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P-2
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Calculation Day:
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May 21, 2029, subject to postponement.
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Market Disruption
Events and
Postponement
Provisions:
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The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity
date will be postponed if the calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Securities—Consequences of a
Market Disruption Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result
in a market disruption event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Index—Market Disruption Events” in the accompanying product supplement.
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Calculation Agent:
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The Bank
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U.S. Tax Treatment:
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By purchasing the securities, you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the
contrary, to treat the securities, for U.S. federal income tax purposes, as prepaid derivative contracts with respect to the Index. 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 the securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities,
it is possible that your securities 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
securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences” herein and in the product supplement.
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Canadian Tax
Treatment:
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Please see the discussion herein under “Canadian Taxation”, which applies to the securities. 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.
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Agents:
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TD Securities (USA) LLC and Wells Fargo Securities, LLC.
The Agents will receive a commission of $28.25 (2.825%) per security and will use all of that commission to allow selling concessions to other dealers in
connection with the distribution of the securities. The Agents may resell the securities to other securities dealers at the original offering price less a concession of $22.50 (2.25%) per security. Such securities dealers may include WFA.
In addition to the selling concession allowed to WFA, Wells Fargo Securities may pay $0.75 (0.075%) per security of the agent discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, we will pay a fee of up to $3.00 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. We or one of our affiliates will also pay a fee to iCapital Markets LLC,
who is acting as a dealer in connection with the distribution of the securities.
The price at which you purchase the securities includes costs that the Bank, the Agents or their respective affiliates expect to incur and profits that
the Bank, the Agents or their respective affiliates expect to realize in connection with hedging activities related to the securities, as set forth above. These costs and profits will likely reduce the secondary market price, if any
secondary market develops, for the securities. As a result, you may experience an immediate and substantial decline in the market value of your securities on the pricing date. See “Selected Risk Considerations — Risks Relating To The
Estimated Value Of The Securities And Any Secondary Market — The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices” in this pricing supplement.
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Listing:
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The securities will not be listed 0r displayed on any securities exchange or electronic communications network
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Canadian Bail-in:
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The securities are not bail-inable debt securities under the CDIC Act
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP / ISIN:
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89115LW95 / US89115LW951
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P-3
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Additional Information about the Bank and the Securities
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You should read this pricing supplement together with product supplement MLN-WF-1 dated February 26, 2025, the underlier supplement dated February 26, 2025 and the prospectus dated February 26, 2025
for additional information about the securities. Information included in this pricing supplement supersedes information in the product supplement, underlier supplement and prospectus to the extent it is different from that information. Certain
defined terms used but not defined herein have the meanings set forth in the product supplement, underlier supplement or prospectus. In the event of any conflict, the following hierarchy will govern: first, this pricing supplement; second, the
product supplement; third the underlier supplement; and last, the prospectus. The securities may vary from the terms described in the accompanying product supplement, underlier supplement and
prospectus in several important ways. You should read this pricing supplement, including the documents incorporated herein, carefully.
You may access the product supplement, underlier supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on
the SEC website):
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Product Supplement MLN-WF-1 dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000114036125006130/ef20044457_424b3.htm
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Underlier Supplement dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000114036125006121/ef20044458_424b3.htm
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Prospectus dated February 26, 2025:
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http://www.sec.gov/Archives/edgar/data/947263/000119312525036639/d931193d424b5.htm
Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, the “Bank,” “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its
subsidiaries.
We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, we will notify you
and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.
P-4
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Estimated Value Of The Securities
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The final terms for the securities were determined on the pricing date, as indicated under “Terms of the Securities” herein, based on prevailing market
conditions on the pricing date, and are set forth in this pricing supplement.
The economic terms of the securities are based on our internal funding rate (which is our internal borrowing rate based on variables such as market
benchmarks and our appetite for borrowing), and several factors, including any sales commissions expected to be paid to TDS or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to
non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the securities, estimated costs which we may incur in connection with the securities and an estimate of the
difference between the amounts we pay to an affiliate of Wells Fargo Securities and the amounts that an affiliate of Wells Fargo Securities pays to us in connection with hedging your securities as described further under “Terms of the
Securities—Agents” herein and “Risk Factors—Risks Relating To Hedging Activities And Conflicts Of Interest” in the accompanying product supplement. 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 securities rather than the levels at which our benchmark debt securities trade in the secondary market is expected to have had an adverse effect on
the economic terms of the securities.
On the cover page of this pricing supplement, we have provided the estimated value for the securities. The estimated value was determined by reference to
our internal pricing models which take into account a number of variables and are based on a number of assumptions, which may or may not materialize, typically including volatility, interest rates (forecasted, current and historical rates),
price-sensitivity analysis, time to maturity of the securities and our internal funding rate. For more information about the estimated value, see “Selected Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any
Secondary Market” herein. 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 securities 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 increase the estimated value of the securities. For more information see the discussion under “Selected
Risk Considerations — Risks Relating To The Estimated Value Of The Securities And Any Secondary Market — The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.”
Our estimated value of the securities is not a prediction of the price at which the securities may trade in the secondary market, nor will it be the price
at which the Agents may buy or sell the securities in the secondary market. Subject to normal market and funding conditions, the Agents or another affiliate of ours intends to offer to purchase the securities in the secondary market but it is not
obligated to do so.
Assuming that all relevant factors remain constant after the pricing date, the price at which the Agents may initially buy or sell the securities in the
secondary market, if any, may exceed our estimated value on the pricing date for a temporary period expected to be approximately 3 months after the issue date because, in our discretion, we may elect to effectively reimburse to investors a portion
of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities which we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this
temporary reimbursement period on the basis of a number of factors, including the tenor of the securities and any agreement we may have with the distributors of the securities. The amount of our estimated costs which we effectively reimburse to
investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the issue date of the securities based on changes
in market conditions and other factors that cannot be predicted.
We urge you to read the “Selected Risk Considerations” in this pricing supplement.
P-5
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Investor Considerations
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The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
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are willing to accept that any potential return on the securities if the ending level is greater than the starting level is limited to the maximum return at maturity of 26.30% of the face amount;
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desire to limit downside exposure to the Index through the buffer amount;
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are willing to accept the risk that, if the ending level is less than the starting level by more than the buffer amount, they will lose some, and possibly up to 70%, of the face amount per security at maturity;
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are willing to forgo interest payments on the securities and dividends on the securities included in the Index; and
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are willing to hold the securities until maturity.
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The securities may not be an appropriate investment for investors who:
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seek uncapped exposure to the upside performance of the Index;
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are unwilling to accept the risk that the ending level of the Index may decrease from the starting level by more than the buffer amount;
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seek full return of the face amount of the securities at stated maturity;
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are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
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seek current income;
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are unwilling to accept the risk of exposure to the Index;
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seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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are unwilling to accept the credit risk of the Bank; or
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prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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The considerations identified above are not exhaustive. Whether or not the securities are an appropriate investment for you will
depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the securities in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein and the “Risk Factors” in the accompanying product supplement for risks related to
an investment in the securities. For more information about the Index, please see the section titled “Information Regarding The Index” below.
P-6
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Determining Payment at Stated Maturity
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On the stated maturity date, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
P-7
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Selected Risk Considerations
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The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt securities. Some of the risks that apply to an
investment in the securities are summarized below, but we urge you to read the more detailed explanation of the risks relating to the securities generally in the “Risk Factors” section of the accompanying product supplement. You should reach an
investment decision only after you have carefully considered with your advisors the appropriateness of an investment in the securities in light of your particular circumstances.
Risks Relating To The Securities Generally
If The Ending Level Is Less Than The Threshold Level, You Will Lose Some, And Possibly Up To 70%, Of The Face Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities on the stated maturity date. The maturity payment amount will depend on the direction of and percentage change in the ending level of the Index
relative to the starting level and the other terms of the securities. Because the level of the Index will be subject to market fluctuations, the maturity payment amount may be more or less, and possibly significantly less, than the face amount of
your securities.
If the ending level is less than the threshold level, the maturity payment amount will be less than the face amount and you will have 1-to-1 downside exposure to the decrease in the level of the
Index in excess of the buffer amount, resulting in a loss of 1% of the face amount for every 1% decline in the Index in excess of the buffer amount. The threshold level is 70% of the starting level. As a result, if the ending level is less than the
threshold level, you will lose some, and possibly up to 70%, of the face amount per security at maturity. This is the case even if the level of the Index is greater than or equal to the starting level or the threshold level at certain times during
the term of the securities.
Even if the ending level is greater than the starting level, the maturity payment amount may only be slightly greater than the face amount, and your yield on the securities may be less than the yield
you would earn if you bought a traditional interest-bearing debt security of the Bank or another issuer with a similar credit rating with the same stated maturity date.
Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Index.
The opportunity to participate in the possible increases in the level of the Index through an investment in the securities will be limited because any positive return on the securities will not
exceed the maximum return. Therefore, your return on the securities may be lower than the return on a direct investment in the Index.
No Periodic Interest Will Be Paid On The Securities.
No periodic payments of interest will be made on the securities. However, if the agreed-upon tax treatment is successfully challenged by the Internal Revenue Service (the “IRS”), you may be
required to recognize taxable income over the term of the securities. You should review the section of this pricing supplement entitled “Material U.S. Federal Income Tax Consequences”.
Risks Relating To An Investment In the Bank’s Debt Securities, Including The Securities
Investors Are Subject To The Bank’s Credit Risk, And The Bank’s Credit Ratings And Credit Spreads May Adversely Affect The Market Value Of The Securities.
Although the return on the securities will be based on the performance of the Index, the payment of any amount due on the securities is subject to the Bank’s credit risk. The securities are the
Bank’s senior unsecured debt obligations. Investors are dependent on the Bank’s ability to pay all amounts due on the securities on the stated maturity date and, therefore, investors are subject to the credit risk of the Bank and to changes in the
market’s view of the Bank’s creditworthiness. Any decrease in the Bank’s credit ratings or increase in the credit spreads charged by the market for taking the Bank’s credit risk is likely to adversely affect the market value of the securities. If
the Bank becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms of the securities.
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
The Estimated Value Of Your Securities Is Less Than The Original Offering Price Of Your Securities.
The estimated value of your securities is less than the original offering price of your securities. The difference between the original offering price of your securities and the estimated value of
the securities reflects costs and expected profits associated with selling and structuring the securities, as well as hedging our obligations under the securities. 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.
P-8
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.
The estimated value of your securities is determined by reference to our internal funding rate. The internal funding rate used in the determination of the estimated value of the securities 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 securities as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for our conventional, fixed-rate debt, as well as estimated financing costs of any
hedge positions, taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional, fixed-rate debt 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 securities to be more favorable to you. Additionally, assuming all other economic terms are held constant, the use of an internal funding rate for the securities is expected to
increase the estimated value of the securities at any time.
The Estimated Value Of The Securities Is Based On Our Internal Pricing Models, Which May Prove To Be Inaccurate And May Be Different From The Pricing Models Of Other Financial
Institutions.
The estimated value of your securities is based on our internal pricing models, which take into account a number of variables, such as our internal funding rate on the pricing date, and are based on
a number of subjective assumptions, which are not evaluated or verified on an independent basis and may or may not materialize. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies
used by us to estimate the value of the securities may not be consistent with those of other financial institutions that may be purchasers or sellers of the securities in the secondary market. As a result, the secondary market price of your
securities may be materially less than the estimated value of the securities 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.
The Estimated Value Of Your Securities Is Not A Prediction Of The Prices At Which You May Sell Your Securities In The Secondary Market, If Any, And Such Secondary Market Prices, If
Any, Will Likely Be Less Than The Original Offering Price Of Your Securities And May Be Less Than The Estimated Value Of Your Securities.
The estimated value of the securities is not a prediction of the prices at which the Agents, other affiliates of ours or third parties may be willing to purchase the securities 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 securities in the secondary market at any time, if any, may be based on pricing models that differ from our
pricing models and 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 our estimated value of the securities. Further, as
secondary market prices of your securities 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
securities, as well as hedging our obligations under the securities, secondary market prices of your securities will likely be less than the original offering price of your securities. As a result, the price at which the Agents, other affiliates of
ours or third parties may be willing to purchase the securities from you in secondary market transactions, if any, will likely be less than the price you paid for your securities, and any sale prior to the stated maturity date could result in a
substantial loss to you.
The Temporary Price At Which We May Initially Buy The Securities In The Secondary Market May Not Be Indicative Of Future Prices Of Your Securities.
Assuming that all relevant factors remain constant after the pricing date, the price at which the Agents may initially buy or sell the securities in the secondary market (if the Agents make a market
in the securities, which they are not obligated to do) may exceed the estimated value of the securities on the pricing date, as well as the secondary market value of the securities, for a temporary period after the pricing date of the securities,
as discussed further under “Estimated Value of the Securities”. The price at which the Agents may initially buy or sell the securities in the secondary market may not be indicative of future prices of your securities.
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect Secondary Market Prices.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the securities will likely be less than the original offering price. The
original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid in connection with the initial distribution, offering expenses as well as the cost of hedging our obligations under the securities. In
addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. In addition, because an
affiliate of Wells Fargo Securities is to conduct hedging activities for us in connection with the securities, that affiliate may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation
that the dealer receives for the sale of the securities to you. You should be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the dealer to sell the securities to you in addition to the
compensation they would receive for the sale of the securities.
P-9
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
There May Not Be An Active Trading Market For The Securities — Sales In The Secondary Market May Result In Significant Losses.
There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic communications network. The Agents and their
respective affiliates may make a market for the securities; however, they are not required to do so. The Agents and their respective affiliates may stop any market-making activities at any time. Even if a secondary market for the securities
develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your securities in any
secondary market could be substantial.
If you sell your securities before the stated maturity date, you may have to do so at a substantial discount from the principal amount irrespective of the level of the Index, and as a result, you may
suffer substantial losses.
If The Level Of The Index Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
Your securities may trade quite differently from the performance of the Index. Changes in the level of the Index may not result in a comparable change in the market value of your securities. Even if
the level of the Index increases above the starting level during the term of the securities, the market value of your securities may not increase by the same amount and could decline.
Risks Relating To The Index
The Index Reflects Price Return Only And Not Total Return.
The return on your securities is based on the performance of the Index, which reflects the changes in the market prices of the constituents (the “index constituent stocks”). It is not, however,
linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect dividends paid on the index constituent stocks. The return on your securities will not include such a total return feature or
dividend component.
The Maturity Payment Amount Will Depend Upon The Performance Of The Index And Therefore The Securities Are Subject To The Following Risks, Each As Discussed In More Detail In The
Accompanying Product Supplement.
| ● |
Investing In The Securities Is Not The Same As Investing In The Index. Investing in the securities is not equivalent to investing in the Index. As an investor in the
securities, your return will not reflect the return you would realize if you actually owned and held the securities included in the Index for a period similar to the term of the securities because you will not receive any dividend
payments, distributions or any other payments paid on those securities. As a holder of the securities, you will not have any voting rights or any other rights that holders of the securities included in the Index would have.
|
| ● |
Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Securities.
|
| ● |
Changes That Affect An Index May Adversely Affect The Value Of The Securities And Any
Payments On The Securities.
|
| ● |
We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In Any Index.
|
| ● |
We And Our Affiliates And The Agents And Their Affiliates Have No Affiliation With Any Index Sponsor (Except To The Extent Wells Fargo & Company (The Parent Company Of Wells Fargo Securities) Is
Included In The S&P 500® Index) And Have Not Independently Verified Their Public Disclosure Of Information.
|
Risks Relating To Hedging Activities And Conflicts Of Interest
| ● |
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
|
| ● |
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
|
Risks Relating To Canadian And U.S. Federal Income Taxation
The Tax Consequences Of An Investment In The Securities Are Unclear.
Significant aspects of the U.S. federal income tax treatment of the securities are uncertain. You should read carefully the section entitled “Material U.S. Federal Income Tax Consequences” herein and
in the product supplement. You should consult your tax advisors as to the tax consequences of your investment in the securities.
For a discussion of the Canadian federal income tax consequences of investing in the securities, please see the discussion herein under “Canadian Taxation” and the further discussion above under
“Terms of the Securities”. 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 securities in the secondary market, you should consult your
tax advisors as to the consequences of acquiring, holding and disposing of the securities and receiving the payments that might be due under the securities.
P-10
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
|
Hypothetical Examples and Returns
|
The payout profile, return table and examples below illustrate the maturity payment amount for a $1,000 face amount security on a hypothetical offering of securities under various
scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual starting level, threshold level or maximum return. The hypothetical starting level of 100.00 has
been chosen for illustrative purposes only and does not represent the actual starting level. The actual starting level, threshold level and maximum return were determined on the pricing date and are set forth under “Terms of the Securities” above.
For historical data regarding the actual closing levels of the Index, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the securities for $1,000 per security.
These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis.
|
Upside Participation Rate:
|
100.00%
|
||
|
Maximum Return:
|
26.30% or $263.00 per security
|
||
|
Hypothetical Starting Level:
|
100.00
|
||
|
Hypothetical Threshold Level:
|
70.00 (70% of the hypothetical starting level)
|
||
|
Buffer Amount:
|
30%
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Hypothetical Payout Profile
P-11
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
Hypothetical Returns
|
Hypothetical
ending level
|
Hypothetical
index return(1)
|
Maturity payment
amount per security
|
Pre-tax total
rate of return(2)
|
|
200.00
|
100.00%
|
$1,263.00
|
26.30%
|
|
180.00
|
80.00%
|
$1,263.00
|
26.30%
|
|
160.00
|
60.00%
|
$1,263.00
|
26.30%
|
|
140.00
|
40.00%
|
$1,263.00
|
26.30%
|
|
130.00
|
30.00%
|
$1,263.00
|
26.30%
|
|
126.30
|
26.30%
|
$1,263.00
|
26.30%
|
|
121.00
|
21.00%
|
$1,210.00
|
21.00%
|
|
114.00
|
14.00%
|
$1,140.00
|
14.00%
|
|
107.00
|
7.00%
|
$1,070.00
|
7.00%
|
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
|
70.00
|
-30.00%
|
$1,000.00
|
0.00%
|
|
69.00
|
-31.00%
|
$990.00
|
-1.00%
|
|
60.00
|
-40.00%
|
$900.00
|
-10.00%
|
|
50.00
|
-50.00%
|
$800.00
|
-20.00%
|
|
25.00
|
-75.00%
|
$550.00
|
-45.00%
|
|
0.00
|
-100.00%
|
$300.00
|
-70.00%
|
| (1) |
The index return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by
starting level).
|
| (2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of $1,000.
|
P-12
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
Hypothetical Examples
Example 1. Maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
110.00
|
|
|
Hypothetical threshold level:
|
70.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
10.00%
|
Because the hypothetical ending level is greater than the hypothetical starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × index return × upside participation rate
$1,000 × 10.00% × 100.00%
= $100.00; and
(ii) the maximum return of $263.00
On the stated maturity date you would receive $1,100.00 per security.
Example 2. Maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
150.00
|
|
|
Hypothetical threshold level:
|
70.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
50.00%
|
Because the hypothetical ending level is greater than the hypothetical starting level, the maturity payment amount per security would be equal to the face amount of $1,000 plus a positive return equal to the lesser of:
(i) $1,000 × index return × upside participation rate
$1,000 × 50.00% × 100.00%
= $500.00; and
(ii) the maximum return of $263.00
On the stated maturity date you would receive $1,263.00 per security, which is the maximum maturity payment amount.
If the ending level is greater than the starting level, you will participate in the performance of the Index at a rate of 100% up to the maximum return.
Example 3. Maturity payment amount is equal to the face amount:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
95.00
|
|
|
Hypothetical threshold level:
|
70.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
-5.00%
|
Because the hypothetical ending level is less than the hypothetical starting level, but not by more than the buffer amount, you would not lose any of the face amount of your
securities.
On the stated maturity date you would receive $1,000.00 per security.
P-13
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
Example 4. Maturity payment amount is less than the face amount:
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical ending level:
|
50.00
|
|
|
Hypothetical threshold level:
|
70.00
|
|
|
Hypothetical index return
(ending level – starting level)/starting level:
|
-50.00%
|
Because the hypothetical ending level is less than the hypothetical starting level by more than the buffer amount, you would lose a portion of the face amount of your securities and
receive the maturity payment amount equal to:
$1,000 + [$1,000 × (index return + buffer amount)]
$1,000 + [$1,000 × (-50.00% + 30%)]
= $800.00
On the stated maturity date you would receive $800.00 per security.
P-14
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
|
Information Regarding The Index
|
All disclosures contained in this document regarding the Index, including, without limitation, its make-up, methods of calculation, and changes in
any index constituent stocks, have been derived from publicly available sources. We have not undertaken an independent review or due diligence of any publicly available information with respect to the Index.
The information reflects the policies of, and is subject to change by, the index sponsor. The index sponsor, owns the copyrights and all other rights to the applicable Index, has no obligation to continue to publish, and may discontinue
publication of, the Index. None of the websites referenced in the Index description below, or any materials included in those websites, are incorporated by reference into this document or any document incorporated herein by reference.
The graph below sets forth the information relating to the historical performance of the Index for the periods specified. We obtained the information
regarding the historical performance of the Index in the graph below from Bloomberg Professional® service (“Bloomberg”). We have not conducted any independent review or due diligence of any publicly available information or historical
performance information from Bloomberg with respect to the Index. You are urged to make your own investigation into the Index.
|
The S&P 500® Index
|
We have derived all information regarding the S&P 500® Index (“SPX”) contained in this document, including, without limitation, its make up, method of calculation and changes in its
components, from publicly available information. Such information reflects the policies of, and is subject to change by S&P Dow Jones Indices LLC (its “Index Sponsor” or “S&P Dow Jones”).
SPX is published by S&P Dow Jones, but S&P Dow Jones has no obligation to continue to publish SPX, and may discontinue publication of SPX at any time. SPX is determined, comprised and
calculated by S&P Dow Jones without regard to this instrument.
As discussed more fully in the underlier supplement under the heading “Indices — S&P 500® Index”, SPX is intended to provide an indication of the pattern of common stock price
movement. The calculation of the value of SPX is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500
similar companies during the base period of the years 1941 through 1943. Select information regarding top constituents and industry and/or sector weightings may be made available by the Index Sponsor on its website.
Historical Information
We obtained the closing levels of the Index in the graph below from Bloomberg, without independent verification.
The following graph sets forth daily closing levels of the Index for the period from January 1, 2021 to May 19, 2026. The closing level on May 19, 2026 was 7,353.61. The historical performance of the
Index should not be taken as an indication of the future performance of the Index, and no assurance can be given as to the closing level of the Index on any day during the term of the securities. We cannot give you any assurance that the
performance of the Index will result in any positive return on your initial investment.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
P-15
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
|
Material U.S. Federal Income Tax Consequences
|
You should carefully review the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement. The following discussion, when read in combination with that
section, constitutes the full opinion of our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, regarding the material U.S. federal income and certain estate tax consequences of owning and disposing of the securities.
Due to the absence of statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are
substantially the same as the securities, no assurance can be given that the IRS or a court will agree with the tax treatment described herein. By purchasing the securities, the Bank and you agree, in the absence of a statutory or regulatory change
or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the Index. If the securities are so treated, upon the taxable disposition (including cash
settlement) of your securities, you generally should recognize gain or loss equal to the difference between the amount realized on such taxable disposition and your tax basis in the securities. Such gain or loss should be long-term capital gain or
loss if you have held your securities for more than one year (otherwise, short-term capital gain or loss). The deductibility of capital losses is subject to limitations.
Based on certain factual representations received from us, our special U.S. tax counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, is of the opinion that it would be reasonable to treat your
securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities 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 securities could differ materially and adversely from the treatment described above, as described further
under “Material U.S. Federal Income Tax Consequences – Alternative Treatments” in the accompanying product supplement.
The U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”, such as the securities, and similar
financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance. In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any
legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. You should consult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative tax treatments of the securities and potential changes in applicable law.
Non-U.S. Holders. For purposes of the following discussion, a “non-U.S. holder” is a beneficial owner of the securities that is not a U.S. holder (as defined
in the accompanying product supplement). Subject to Section 897 of the Code and Section 871(m) of the Code (each as discussed below), and FATCA (as discussed below and in the accompanying product supplement), a non-U.S. holder should generally not
be subject to U.S. withholding tax with respect to payments on the securities or to generally applicable information reporting and backup withholding requirements with respect to payments on the securities if the non-U.S. holder complies with
certain certification and identification requirements as to their 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 below, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S.
holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is 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) the non-U.S.
holder has certain other present or former connections with the U.S.
Section 897. We will not attempt to ascertain whether any issuer of an index constituent stock would be treated as a “United States real property holding
corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If
any such entity and/or the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a security upon a taxable disposition of the security
to U.S. federal income tax on a net basis, and the gross proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and/or
the securities as USRPI in light of their individual circumstances, including any other interest they may have in a relevant issuer.
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.
P-16
|
Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
|
Based on the nature of the Index and our determination that the securities are not “delta-one” with respect to the Index or any index constituent stock, our special U.S. tax counsel is of the opinion that the
securities should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Furthermore, the application of Section 871(m) of the Code will depend on our determinations on the date the terms of the securities are set. If withholding is required, we or our agents, including WFS, will not make payments of any additional
amounts.
Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the Index, any
index constituent stock or the securities, and following such occurrence your securities 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 securities under these rules if you enter, or have entered, into certain other transactions in respect of the Index, any index constituent stock or the securities. If you enter,
or have entered, into other transactions in respect of the Index, any index constituent stock or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your
other transactions.
Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, 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 securities.
FATCA. As discussed in the accompanying product supplement, FATCA generally imposes a 30% U.S. withholding tax on “withholdable payments” (i.e., certain
U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on 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. If you are a non-U.S. holder,
you should consult your tax advisor regarding the potential application of FATCA to the securities, including the availability of certain refunds or credits. If withholding is required, we (or our agents, including WFS) will not be required to pay
additional amounts with respect to the amounts so withheld.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders. Securities may be subject to U.S. federal estate tax if an individual non-U.S. holder or an entity the
property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes holds the securities 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 securities at death.
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Canadian Taxation
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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 security upon the initial issuance of the security by the Bank pursuant to
this offering document or common shares of the Bank or any of its affiliates on a conversion of a security 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, the Bank, any affiliate of the Bank, and any
Canadian resident (or deemed Canadian resident) to whom the holder assigns or otherwise transfers the security, (ii) is entitled to receive all payments (including any interest, principal and dividends, if applicable) made on the security 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 the Bank and each affiliate of the Bank, (iv) is not an entity in
respect of which the Bank or any affiliate of the Bank is a “specified entity” (as defined in subsection 18.4(1) of the Canadian Tax Act); (v) holds the security or common shares of the Bank or any of its affiliates as capital property, (vi) does
not use or hold and is not deemed to use or hold the security or common shares of the Bank 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 security or property acquired on settlement of a security 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 securities and, except for the Tax Proposals, does not take into account or anticipate any changes in law or CRA administrative policies, 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 securities
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 securities should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of securities and any common shares of the Bank
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).
Securities
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 security 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 security is redeemed, cancelled, purchased or repurchased by the Bank 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 the Bank or another
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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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 security 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 security is not an indexed debt obligation (described above) and was issued for an amount not less than 97% of its face amount (as defined in the Canadian Tax Act), and the yield from the security, expressed in terms of an annual
rate (determined in accordance with the Canadian Tax Act) on the amount for which the security was issued, does not exceed 4/3 of the interest stipulated to be payable on the security, expressed in terms of an annual rate on the outstanding face
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 securities 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
the Bank or common shares of an affiliate of the Bank 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 the Bank or common shares of an
affiliate of the Bank 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.
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Market Linked Securities—Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due May 24, 2029
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Validity of the Securities
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In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special products counsel to TD, when the securities offered by this pricing supplement 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 securities 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 securities, authentication of the securities 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 securities has been duly authorized by all necessary corporate action on the part of TD, and when this pricing supplement has been
attached to, and duly notated on, the master note that represents the securities, the securities will have been validly executed and issued and, to the extent validity of the securities 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.
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