TD Bank (TD) offers 2027 equity-linked notes tied to Amazon, NVIDIA, Microsoft
Rhea-AI Filing Summary
The Toronto-Dominion Bank is offering senior unsecured market-linked notes that pay no interest and return a variable amount at maturity based on an equity basket of Amazon, NVIDIA and Microsoft, each weighted at roughly one-third. Each security has a $1,000 face amount, with an upside participation rate of 125% of any basket gain, capped at a 31.00% maximum return, so the most an investor can receive at maturity is $1,310 per security.
The notes include a 15% downside buffer: if the basket decline is 15% or less, investors receive their full principal back. If the basket falls more than 15%, investors lose 1% of principal for each additional 1% drop, and may lose up to 85% of the face amount. The starting level is 100, the threshold level is 85, and the notes mature on December 22, 2027.
The securities are issued at $1,000 but had an estimated value of $956.90 at pricing, reflecting structuring and hedging costs. They are not listed on any exchange, may have limited or no secondary market, and all payments depend on TD’s credit as senior unsecured debt.
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Insights
TD issues capped, buffered equity-linked notes tied to a tech basket.
The notes are senior unsecured obligations of The Toronto-Dominion Bank with a $1,000 face amount and no periodic interest. The payoff links to an equally weighted basket of Amazon, NVIDIA and Microsoft, using a starting level of 100 and a stated maturity on December 22, 2027. Investors receive 125% of any positive basket return, but this is capped at a 31.00% maximum return, limiting upside compared with direct stock ownership.
On the downside, a 15% buffer protects principal against modest declines, but below the threshold level of 85 the payoff falls dollar-for-dollar with further losses, up to an 85% loss of principal. The estimated value at pricing was $956.90 per security versus a $1,000 issue price, highlighting embedded costs and dealer margin.
The securities are not listed and the issuer notes there may be little or no secondary market, so liquidity risk is significant. All payments depend on TD’s credit quality, and changes in TD’s credit spreads or funding costs could affect any indicative secondary prices over the life of the notes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Pricing Supplement dated December 17, 2025
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-283969
(To Product Supplement MLN-WF-1 dated February 26, 2025
and Prospectus dated February 26, 2025)
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The Toronto-Dominion Bank
Senior Debt Securities, Series H
Equity Linked Securities
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Market Linked Securities—Leveraged Upside Participation to a Cap and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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Linked to an approximately equally-weighted basket (the “Basket”) comprised of the common stock of Amazon.com, Inc. (33.33%), the common stock of NVIDIA
Corporation (33.33%) and the common stock of Microsoft Corporation (33.34%)
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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 Basket from the starting level to the ending level. The maturity payment amount will reflect the following terms:
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If the level of the Basket increases, you will receive the face amount plus a positive return equal to 125% of the percentage increase in the level of the Basket from
the starting level, subject to a maximum return at maturity of 31.00% of the face amount. As a result of the maximum return, the maximum maturity payment amount is $1,310.00
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If the level of the Basket decreases but the decrease is not more than the buffer amount of 15%, you will receive the face amount
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If the level of the Basket 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 Basket in excess of the buffer amount
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Investors may lose up to 85% of the face amount
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All payments on the securities are subject to the credit risk of The Toronto-Dominion Bank (the “Bank”)
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No periodic interest payments or dividends
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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 $956.90 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-10 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-9 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 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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$25.70
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$974.30
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Total
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$885,000.00
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$22,744.50
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$862,255.50
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The Agents will receive a commission of $25.70 (2.57%) 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 $20.00 (2.00%) 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 $1.00 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—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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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Basket:
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An approximately equally-weighted basket (the “Basket”) comprised of the following basket components (each referred to as a “basket component,” and collectively
as the “basket components”). Each basket component, its weighting percentage and its initial component price are set forth below:
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Basket Component
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Weighting Percentage
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Initial Component Price
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The common stock of Amazon.com, Inc.
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33.33%
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$221.27
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The common stock of NVIDIA Corporation
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33.33%
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$170.94
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The common stock of Microsoft Corporation
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33.34%
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$476.12
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For each basket component, the initial component price is its stock closing price on the pricing date.
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Pricing Date:
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December 17, 2025
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Issue Date:
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December 22, 2025
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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 × basket 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 × (basket 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 Basket in
excess of the buffer amount and will lose some, and possibly up to 85%, of the face amount of your securities at maturity.
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Stated Maturity
Date:
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December 22, 2027, 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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100
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Ending Level:
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The “ending level” will be calculated based on the weighted returns of the basket components and will be equal to the product of (i) 100.00 and (ii)
an amount equal to 1 plus the sum of: (A) 33.33% of the component return of the common stock of Amazon.com, Inc.; (B) 33.33% of the component return of the common stock of NVIDIA Corporation; and (C)
33.34% of the component return of the common stock of Microsoft Corporation.
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Maximum Return:
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The “maximum return” is 31.00% of the face amount per security ($310.00 per security). As a result of the maximum return, the maximum maturity payment amount
is $1,310.00 per security.
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Threshold Level:
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85, which is 85% of the starting level
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Buffer Amount:
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15%
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Upside Participation
Rate:
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125%
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P-2
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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Basket Return:
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The “basket return” is the percentage change from the starting level to the ending level, measured as follows:
ending level – starting level
starting level
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Component Return:
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For each basket component, the “component return” is the percentage change from its initial component price to its final component price, measured as
follows:
final component price – initial component price
initial component price
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Stock Closing Price:
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For each basket component, stock closing price, closing price and adjustment factor have the meanings set forth under “General Terms of the
Securities—Certain Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.
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Final Component
Price:
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For each basket component, the “final component price” will be its stock closing price on the calculation day.
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Calculation Day:
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December 17, 2027, 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 Multiple Market Measures” 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 Underlying Stock—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 basket components. 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 in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement under “Supplemental Discussion of
Canadian Tax Consequences”, 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 section 18.4 of the Canadian
Tax Act (as defined in the prospectus).
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P-3
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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 $25.70 (2.570%) 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 $20.00 (2.00%) 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 $1.00 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, a broker-dealer that is unaffiliated with
us for providing certain electronic platform services with respect to this offering.
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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89115LAA6 / US89115LAA61
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P-4
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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Additional Information about the Issuer and the Securities
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You should read this pricing supplement together with product supplement MLN-WF-1 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 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 or prospectus. In the event of any conflict, the following hierarchy will govern: first, this pricing supplement; second, the product supplement; and last, the prospectus. The
securities may vary from the terms described in the accompanying product 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 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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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-5
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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 to investors 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 three 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-6
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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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seek 125% leveraged exposure to the upside performance of the Basket if the ending level is greater than the starting level, subject to the maximum return at maturity of 31.00% of the face amount;
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desire to limit downside exposure to the Basket 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 85%, 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 basket components; 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 a liquid investment or are unable or unwilling to hold the securities to maturity;
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are unwilling to accept the risk that the ending level of the Basket may decrease from the starting level by more than the buffer amount;
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seek uncapped exposure to the upside performance of the Basket;
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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 Basket or the basket components;
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seek exposure to the Basket and the basket components but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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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 basket and the basket components, please see the discussions elsewhere herein.
P-7
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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-8
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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 85%, 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 Basket
relative to the starting level and the other terms of the securities. Because the level of the Basket 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 Basket
in excess of the buffer amount, resulting in a loss of 1% of the face amount for every 1% decline in the Basket in excess of the buffer amount. The threshold level is 85% 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 85%, of the face amount per security at maturity. This is the case even if the level of the Basket 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.
No Periodic Interest Will Be Paid On The Securities.
No periodic payments 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”.
Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Basket Components.
The opportunity to participate in the possible increases in the level of the Basket 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 basket components. Furthermore, the effect of the upside participation rate will be progressively reduced for all ending levels
exceeding the ending level at which the maximum return is reached.
Changes In The Stock Closing Prices Of The Basket Components May Offset Each Other.
Changes in the stock closing prices of the basket components may not correlate with each other. Even if the final component price of a basket component increases, the final component price of the other
basket components may not increase as much or may even decrease. Therefore, in calculating the ending level of the Basket, an increase in the final component price of a basket component may be moderated, wholly offset or even reversed, by a lesser
increase or a decline in the final component price of the other basket components.
You Will Be Subject To Risks Resulting From The Relationship Among The Basket Components.
The less correlated the basket components, the more likely it is that any one of the basket components will be performing poorly at any time over the term of the securities, in which case this may
moderate, wholly offset or even reverse any increases in any other basket component as discussed above under “— Changes In The Stock Closing Prices Of The Basket Components May Offset Each Other”. It is impossible to predict the relationship of the
basket components over the term of the securities. To the extent the basket components represent a different equity market, such equity markets may not perform similarly over the term of the securities.
Further, the performances of the basket components may become highly correlated during periods of declining levels. This may occur because of events that have broad effects on markets generally or on the
basket components specifically. If the basket components become correlated in decline, the depreciation of one basket component will not be offset by the performance of the other basket components and, in fact, each basket component may contribute to
an overall decline of the Basket from the starting level to the ending level.
P-9
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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 Basket, 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.
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.
P-10
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
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 underwriting 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.
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 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 Basket, and as a result, you may
suffer substantial losses.
If The Level Of The Basket 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 Basket. Changes in the level of the Basket may not result in a comparable change in the market value of your securities. Even if
the level of the Basket 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 Basket And The Basket Components
The Securities Are Subject To The Single Stock Risk Of Each Basket Component.
The price of a basket component can rise or fall sharply due to factors specific to that basket component and its issuer, such as stock price volatility, earnings, financial conditions, corporate,
industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and prices, interest rates and economic, political and other conditions
The Maturity Payment Amount Will Depend Upon The Performance Of The Basket 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 Basket Components. Investing in the securities
is not equivalent to investing in the basket components. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the basket components 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 the basket components. As a holder of the securities, you will not have any voting rights or any other rights that holders of the
basket components 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.
|
| • |
The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.
|
| • |
We, The Agents And Our Or Their Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.
|
| • |
We, The Agents And Our Or Their Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
|
| • |
You Have Limited Anti-dilution Protection.
|
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
P-11
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
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 in the prospectus under “Tax Consequences — Canadian Taxation” and in the
product supplement under “Supplemental Discussion of Canadian Tax Consequences” and the further discussion above under “Terms of the Securities”. If you are not a Non-resident Holder (as that term is defined in the prospectus) 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-12
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
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 initial component price for any basket component. The hypothetical initial component price of $100.00
for each basket component has been chosen for illustrative purposes only and does not represent the actual initial component price for any basket component. The actual initial component price for each basket component was determined on the pricing date
and are set forth under “Terms of the Securities” above. For historical data regarding the actual closing prices of the basket components, 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 levels used in the examples may have been rounded for ease of analysis.
|
Upside Participation Rate:
|
125%
|
||
|
Maximum Return:
|
31.00% or $310.00 per security
|
||
|
Hypothetical Initial Component Price:
|
For each basket component, $100.00
|
||
|
Starting Level:
|
100.00
|
||
|
Threshold Level:
|
85.00 (85% of the starting level)
|
||
|
Buffer Amount:
|
15%
|
Hypothetical Payout Profile
P-13
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
Hypothetical Returns
|
Hypothetical
ending level
|
Hypothetical
basket return(1)
|
Maturity payment amount
per security
|
Pre-tax total
rate of return(2)
|
|
200.00
|
100.00%
|
$1,310.00
|
31.00%
|
|
175.00
|
75.00%
|
$1,310.00
|
31.00%
|
|
150.00
|
50.00%
|
$1,310.00
|
31.00%
|
|
140.00
|
40.00%
|
$1,310.00
|
31.00%
|
|
130.00
|
30.00%
|
$1,310.00
|
31.00%
|
|
124.80
|
24.80%
|
$1,310.00
|
31.00%
|
|
120.00
|
20.00%
|
$1,250.00
|
25.00%
|
|
110.00
|
10.00%
|
$1,125.00
|
12.50%
|
|
105.00
|
5.00%
|
$1,062.50
|
6.25%
|
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
85.00
|
-15.00%
|
$1,000.00
|
0.00%
|
|
84.00
|
-16.00%
|
$990.00
|
-1.00%
|
|
80.00
|
-20.00%
|
$950.00
|
-5.00%
|
|
70.00
|
-30.00%
|
$850.00
|
-15.00%
|
|
60.00
|
-40.00%
|
$750.00
|
-25.00%
|
|
50.00
|
-50.00%
|
$650.00
|
-35.00%
|
|
25.00
|
-75.00%
|
$400.00
|
-60.00%
|
|
0.00
|
-100.00%
|
$150.00
|
-85.00%
|
| (1) |
The basket 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-14
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
Hypothetical Examples
Example 1. Maturity payment amount is greater than the face amount and reflects a return that is less than the maximum return:
|
The common stock of
Amazon.com, Inc.
|
The common stock of
NVIDIA Corporation
|
The common stock of
Microsoft Corporation
|
||
|
Hypothetical Initial Component Price:
|
$100.00
|
$100.00
|
$100.00
|
|
|
Hypothetical Final Component Price:
|
$110.00
|
$105.00
|
$115.00
|
|
|
Hypothetical Component Return:
|
10.00%
|
5.00%
|
15.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.33% × 10.00%) + (33.33% × 5.00%) + (33.34% × 15.00%)] = 110.00
The basket return in this example is equal to 10.00%.
Because the hypothetical ending level is greater than the 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 × basket return × upside participation rate
$1,000 × 10.00% × 125.00%
= $125.00; and
(ii) the maximum return of $310.00
On the stated maturity date you would receive $1,125.00 per security.
Example 2. Maturity payment amount is greater than the face amount and reflects a return equal to the maximum return:
|
The common stock of
Amazon.com, Inc.
|
The common stock of
NVIDIA Corporation
|
The common stock of
Microsoft Corporation
|
||
|
Hypothetical Initial Component Price:
|
$100.00
|
$100.00
|
$100.00
|
|
|
Hypothetical Final Component Price:
|
$135.00
|
$155.00
|
$160.00
|
|
|
Hypothetical Component Return:
|
35.00%
|
55.00%
|
60.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.33% × 35.00%) + (33.33% × 55.00%) + (33.34% × 60.00%)] = 150.00
Therefore, the basket return would be equal to 50.00%.
Because the hypothetical ending level is greater than the 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 × basket return × upside participation rate:
$1,000 × 50.00% × 125.00%
= $625.00; and
(ii) the maximum return of $310.00
On the stated maturity date you would receive $1,310.00 per security, which is the maximum maturity payment amount.
In addition to limiting your return on the securities, the maximum return limits the positive effect of the upside participation rate. If the ending level is greater than the starting level you will
participate in the performance of the Basket at a rate of 125% up to a certain point. However, the effect of the upside participation rate will be progressively reduced for ending levels that are greater than 124.80% of the starting level (reflecting
the maximum return of 31.00% or $310.00 per security) since your return on the securities for any ending level greater than 124.80% of the starting level will be limited to the maximum return.
P-15
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
Example 3. The maturity payment amount is equal to the face amount:
|
The common stock of
Amazon.com, Inc.
|
The common stock of
NVIDIA Corporation
|
The common stock of
Microsoft Corporation
|
||
|
Hypothetical Initial Component Price:
|
$100.00
|
$100.00
|
$100.00
|
|
|
Hypothetical Final Component Price:
|
$59.00
|
$110.00
|
$110.00
|
|
|
Hypothetical Component Return:
|
-41.00%
|
10.00%
|
10.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.33% × -41.00%) + (33.33% × 10.00%) + (33.34% × 10.00%)] = 93.00
The basket return in this example is equal to -7.00%.
Because the hypothetical ending level is less than the starting level, but not by more than the buffer amount, you would not lose any of the face amount of your securities. In this example, the -41.00%
decrease in the price of the common stock of Amazon.com, Inc. has a significant impact on the ending level of the Basket notwithstanding the percentage increases in the other basket components.
On the stated maturity date, you would receive $1,000.00 per security.
Example 4. The maturity payment amount is less than the face amount:
|
The common stock of
Amazon.com, Inc.
|
The common stock of
NVIDIA Corporation
|
The common stock of
Microsoft Corporation
|
||
|
Hypothetical Initial Component Price:
|
$100.00
|
$100.00
|
$100.00
|
|
|
Hypothetical Final Component Price:
|
$60.00
|
$40.00
|
$50.00
|
|
|
Hypothetical Component Return:
|
-40.00%
|
-60.00%
|
-50.00%
|
Based on the component returns set forth above, the hypothetical ending level would equal:
100 × [1 + (33.33% × -40.00%) + (33.33% × -60.00%) + (33.34% × -50.00%)] = 50.00
The basket return in this example is equal to -50.00%.
Because the hypothetical ending level is less than the 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 × (basket return + buffer amount)]
$1,000 + [$1,000 × (-50.00% + 15.00%)]
= $650.00
On the stated maturity date, you would receive $650.00 per security.
P-16
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
Hypothetical Historical Performance of the Basket
|
The Basket will represent an approximately equally-weighted portfolio of the following approximately equally-weighted basket components, with the return of each basket component
having the weighting percentage noted parenthetically: the common stock of Amazon.com, Inc. (33.33%); the common stock of NVIDIA Corporation (33.33%); and the common stock of Microsoft Corporation (33.34%). The level of the Basket will increase or
decrease depending upon the performance of the basket components. For more information regarding the basket components, see the information provided herein.
While historical information on the level of the Basket does not exist for dates prior to the pricing date, the following graph sets forth the hypothetical historical daily levels of
the Basket for the period from January 1, 2020 to December 17, 2025, assuming that the Basket was constructed on January 1, 2020 with a starting level of 100.00 and that each of the basket components had the applicable weighting as of such day. We
obtained the closing prices and other information used by us in order to create the graph below from Bloomberg Professional® service (“Bloomberg”), without independent verification.
The hypothetical historical Basket levels, as calculated solely for the purposes of the offering of the securities, fluctuated in the past and may, in the future, experience
significant fluctuations. Any historical upward or downward trend in the level of the Basket during any period shown below is not an indication that the percentage change in the level of the Basket is more likely to be positive or negative during the
term of the securities. The hypothetical historical levels do not give an indication of future levels of the Basket.
Basket Hypothetical Historical Performance
P-17
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
Information Regarding The Basket Components
|
Each basket component is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are
required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC or through the SEC’s website
at www.sec.gov. In addition, information regarding each basket component may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
The graphs below sets forth the information relating to the historical performances of the basket components for the period specified. We obtained the information regarding the
historical performance of the basket components in the graphs below from 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
any basket component. You are urged to make your own investigation into the basket components.
|
Amazon.com, Inc.
|
According to publicly available information, Amazon.com, Inc. (“Amazon”) is an online retail company and producer of electronic devices and media content. Information filed by Amazon with the SEC can be
located by reference to its SEC file number: 000-22513, or its CIK Code: 0001018724. Amazon’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “AMZN”.
Historical Information
The following graph sets forth daily closing prices of the common stock of Amazon.com, Inc. for the period from January 1, 2020 to December 17, 2025. The closing price on December 17, 2025 was $221.27.
The historical performance of the basket component should not be taken as an indication of the future performance of the basket component during the term of the securities.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of
the basket component should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the basket component. We cannot give you assurance that the performance of the basket component will result in
any positive return on your investment.
P-18
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
NVIDIA Corporation
|
According to publicly available information, NVIDIA Corporation (“NVIDIA”) is a visual computing company that designs and develops graphics processing units and artificial intelligence. Information filed
by NVIDIA with the SEC can be located by reference to its SEC file number: 000-23985, or its CIK Code: 0001045810. NVIDIA’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “NVDA”.
Historical Information
The following graph sets forth daily closing prices of the common stock of NVIDIA Corporation for the period from January 1, 2020 to December 17, 2025. The closing price on December 17, 2025 was $170.94.
The historical performance of the basket component should not be taken as an indication of the future performance of the basket component during the term of the securities.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of
the basket component should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the basket component. We cannot give you assurance that the performance of the basket component will result in
any positive return on your investment.
P-19
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
Microsoft Corporation
|
According to publicly available information, Microsoft Corporation (“Microsoft”) is a technology company that designs, manufactures and sells devices, including computers, tables, gaming and
entertainment consoles, other intelligent devices and products, including operating systems, cross-device productivity applications, server applications, business applications, desktop and server management tools and software development tools.
Information filed by Microsoft with the SEC can be located by reference to its SEC file number: 001-37845, or its CIK Code: 0000789019. Microsoft’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “MSFT”.
Historical Information
The following graph sets forth daily closing prices of the common stock of Microsoft Corporation for the period from January 1, 2020 to December 17, 2025. The closing price on December 17, 2025 was
$476.12. The historical performance of the basket component should not be taken as an indication of the future performance of the basket component during the term of the securities.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg and have not undertaken an independent review or due diligence. The historical performance of
the basket component should not be taken as an indication of its future performance, and no assurance can be given as to the closing price of the basket component. We cannot give you assurance that the performance of the basket component will result in
any positive return on your investment.
P-20
|
Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
|
|
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 basket components. 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 871(m) of the Code and Section 897 of the Code (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 basket component issuer 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.
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Market Linked Securities—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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Based on our determination that the securities are not “delta-one” with respect to the Basket or any basket component, 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. 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 Basket, any basket component or the securities. If you enter, or have
entered, into other transactions in respect of the Basket, any basket component 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.
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 Basket, any basket
component 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 Basket, any basket component or the securities. If you enter, or have entered, into other
transactions in respect of the Basket, any basket component 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—Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to an Equity Basket due December 22, 2027
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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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