TD issues Intel‑linked auto‑call notes (TDBCP) with 261% upside participation
Filing Impact
Filing Sentiment
Form Type
424B2
Rhea-AI Filing Summary
The Toronto-Dominion Bank priced market-linked, auto‑callable equity‑linked securities tied to Intel Corporation with a $1,000 face amount per security. The securities were priced on June 11, 2026 and issued on June 16, 2026. They carry a 40.00% call premium (cash payout of $400 per $1,000) if automatically called on the call date of June 16, 2027. If not called, holders receive at maturity on or about June 14, 2029 either: (a) the face amount plus a positive return equal to the 261.00% upside participation rate times the stock return if the ending price exceeds the starting price ($116.96 starting price); (b) the face amount if the ending price is between the starting price and the threshold price of $93.568 (80% of the starting price); or (c) a pro rata loss equal to the percentage decline in Intel if the ending price is below the threshold, potentially resulting in loss of most or all principal. The issuer disclosed an estimated value of $952.70 per security on the pricing date and original offering price per security of $1,000.00.
Positive
- None.
Negative
- None.
Insights
High upside leverage with meaningful principal risk and issuer credit exposure.
The notes pair a 261.00% upside participation with an 40.00% one‑year automatic call feature. The upside is capped if the notes are called on June 16, 2027, when holders would instead receive the face amount plus a $400 call premium per $1,000 security.
Downside is direct to the holder if Intel closes below the threshold price ($93.568) on the final calculation day, exposing investors to losses up to and including full principal loss at maturity on June 14, 2029. All payments are subject to the issuer’s credit risk.
Estimated value below offering price; secondary liquidity and model assumptions are material considerations.
The issuer stated an estimated value of $952.70 per security versus an offering price of $1,000, reflecting commissions, hedging and internal funding rate assumptions. Secondary market prices may be lower and illiquid; agents are not required to make a market.
Tax characterization is uncertain: counsel recommends treating the securities as prepaid derivative contracts, but alternate tax treatments and withholding risks (including Section 871(m)) were disclosed.
Key Figures
Original offering price: $1,000.00 per security
Estimated value: $952.70 per security
Call premium: $400.00 per security
+5 more
8 metrics
Original offering price
$1,000.00 per security
face amount / pricing date <date>June 11, 2026</date>
Estimated value
$952.70 per security
estimated on pricing date <date>June 11, 2026</date>
Call premium
$400.00 per security
<percent>40.00%</percent> of face amount if called on <date>June 16, 2027</date>
Upside participation rate
261.00%
applies to positive underlying stock return at maturity if not called
Starting price
$116.96
Intel closing price on pricing date <date>June 11, 2026</date>
Threshold price
$93.568
80% of starting price; floor for protected maturity payment
Agent discount
$25.75 per security
2.575% agent commission included in offering price
Total original offering amount
$1,075,000.00
aggregate at $1,000 per security (1,075 securities in the example total)
Key Terms
upside participation rate, delta-one specified equity-linked instrument, prepaid derivative contracts, market disruption event
4 terms
upside participation rate financial
"If the ending price on the final calculation day is greater than the starting price, you will receive the face amount plus a positive return equal to 261.00% of the percentage increase"
delta-one specified equity-linked instrument regulatory
"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"
prepaid derivative contracts financial
"By purchasing the securities, you agree ... to treat the securities ... as prepaid derivative contracts with respect to the Underlying Stock"
market disruption event market
"The call date and the final calculation day are subject to postponement due to non-trading days and the occurrence of a market disruption event"
Offering Details
primary
Offering
Offering Type
primary
FAQ
What is the payout if the securities are automatically called (TDBCP)?
If automatically called, you receive the face amount plus a 40.00% call premium—$1,400 per $1,000 security on the call settlement date (call date June 16, 2027). This ends further participation in upside.
How is the maturity payment calculated for these Intel‑linked securities?
At maturity (stated June 14, 2029), if ending price > starting price you receive $1,000 + $1,000 × return × 261.00%. If ending price ≥ 80% of starting price you receive $1,000. If below 80%, you incur the percentage loss on the face amount.
What were the pricing and issue dates and the starting price for the Underlying Stock?
The pricing date was June 11, 2026, issue date June 16, 2026, and the starting price of Intel used for calculations was $116.96 (closing price on the pricing date).
What is the estimated value and how does it compare to the offering price?
The issuer estimated the securities' value at $952.70 per security on the pricing date versus an original offering price of $1,000.00, reflecting distribution costs, hedging and the bank’s internal funding rate.
Are payments guaranteed and what credit exposure applies?
Payments are not guaranteed; the securities are senior unsecured obligations of The Toronto‑Dominion Bank and subject to the Bank’s credit risk. They are not insured by CDIC or the FDIC.
|
Pricing Supplement dated June 11, 2026
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)
|
 |
|
The Toronto-Dominion Bank
Senior Debt Securities, Series H
Equity Linked Securities
|
|
|
Market Linked Securities—Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
|
■ Linked to the common stock of Intel Corporation (the “Underlying Stock”)
■ Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential
automatic call upon the terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the performance of the
Underlying Stock on the call date or the final calculation day, as applicable.
■ Automatic Call. If the stock closing price of the Underlying Stock on the call date
occurring approximately one year after issuance is greater than or equal to the starting price, the securities will be automatically called for the face amount plus a call premium of 40.00% of the face amount.
■ Maturity Payment Amount. If the securities are not automatically called, you will receive a maturity payment
amount that could be greater than, equal to or less than the face amount depending on the ending price of the Underlying Stock on the final calculation day as follows:
■
If the ending price on the final calculation day is greater than the starting price, you will receive the face amount plus a positive
return equal to 261.00% of the percentage increase in the price of the Underlying Stock on the final calculation day from the starting price
■
If the ending price on the final calculation day is less than or equal to the starting price, but greater than or equal to 80% of the
starting price (the “threshold price”), you will receive the face amount
■
If the ending price on the final calculation day is less than the threshold price, you will have full downside exposure to the decrease
in the price of the Underlying Stock from its starting price and you will lose more than 20%, and possibly all, of the face amount of your securities
■ Investors may lose a significant portion or all of the face amount
■ If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in
any appreciation of the Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Underlying Stock at the upside participation
rate
■ 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
|
|
The estimated value of the securities at the time the terms of your securities were set on the pricing date was $952.70 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.
|
Original Offering Price
|
Agent Discount(1)
|
Proceeds to The Toronto-Dominion
Bank
|
|
|
Per Security
|
$1,000.00
|
$25.75
|
$974.25
|
|
Total
|
$1,075,000.00
|
$27,681.25
|
$1,047,318.75
|
| (1) |
The Agents will receive a commission of $25.75 (2.575%) 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 $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.
|
|
TD Securities (USA) LLC
|
Wells Fargo Securities
|
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Terms of the Securities
|
|
Issuer:
|
The Toronto-Dominion Bank (the “Bank”).
|
||
|
Market Measure:
|
Common stock of Intel Corporation (the “Underlying Stock”).
|
||
|
Pricing Date:
|
June 11, 2026.
|
||
|
Issue Date:
|
June 16, 2026.
|
||
|
Original Offering
Price:
|
$1,000 per security.
|
||
|
Face Amount:
|
$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
|
||
|
Automatic Call:
|
If the stock closing price of the Underlying Stock on the call date is greater than or equal to the starting price, the securities will be automatically called and, on the
call settlement date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium.
If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any
appreciation of the Underlying Stock, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Underlying Stock at the upside participation rate.
If the securities are automatically called, they will cease to be outstanding on the call settlement date and you will have no further rights under the securities after the
call settlement date. You will not receive any notice from us if the securities are automatically called.
|
||
|
Call Date:
|
June 16, 2027, subject to postponement as described below under “—Market Disruption Events and Postponement Provisions” below
|
||
|
Call Premium:
|
40.00% of the face amount, or $400.00 per $1,000 face amount of the securities
|
||
|
Call Settlement
Date:
|
Three business days after the call date (as the call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable)
|
||
|
Final
Calculation
Day:
|
June 11, 2029, subject to postponement as described below under “—Market Disruption Events and Postponement Provisions” below
|
||
|
Stated Maturity
Date:
|
June 14, 2029, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date.
|
||
|
Maturity
Payment
Amount: |
If the securities are not automatically called, then 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 price on the final calculation day is greater than
the starting price:
$1,000 + ($1,000 × underlying stock return × upside participation rate);
• if the ending price on the final calculation day is less than or equal
to the starting price, but greater than or equal to the threshold price:
$1,000; or
• if the ending price on the final calculation day is less than
the threshold price:
$1,000 + ($1,000 × underlying stock return)
If the securities are not automatically called and the ending price on the final calculation day is less than the threshold price, you will have full
downside exposure to the decrease in the price of the Underlying Stock from the starting price and will lose more than 20%, and possibly all, of the face amount of your securities at maturity.
|
||
|
Stock Closing
Price:
|
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.
|
||
|
Starting Price:
|
$116.96, the stock closing price of the Underlying Stock on the pricing date.
|
||
|
Ending Price:
|
The “ending price” will be the stock closing price of the Underlying Stock on the final calculation day.
|
||
|
Threshold Price:
|
$93.568, which is equal to 80% of the starting price.
|
P-2
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Upside
Participation
Rate:
|
261.00%
|
||
|
Underlying Stock
Return:
|
The “underlying stock return” is the percentage change from the starting price to the ending price, measured as follows:
ending price – starting price
starting price
|
||
|
Market
Disruption Events
and
Postponement
Provisions:
|
The call date and the final calculation day are subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the call
settlement date or stated maturity date will be postponed if the call date or the final calculation day, respectively, is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the call date, the final calculation day, the call settlement date 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. For purposes of the accompanying product
supplement, each of the call date and the final calculation day is a “calculation day,” and each of the call settlement date and the stated maturity date is a “payment date.” 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.
|
||
|
Calculation Agent:
|
The Bank.
|
||
|
U.S. Tax
Treatment:
|
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 Underlying Stock. 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.
|
||
|
Canadian Tax
Treatment:
|
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.
|
||
|
Agents:
|
TD Securities (USA) LLC and Wells Fargo Securities, LLC.
The Agents will receive a commission of $25.75 (2.575%) 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 $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.
|
P-3
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Listing:
|
The securities will not be listed or displayed on any securities exchange or electronic communications network
|
||
|
Canadian
Bail-in:
|
The securities are not bail-inable debt securities under the CDIC Act
|
||
|
Denominations:
|
$1,000 and any integral multiple of $1,000.
|
||
|
CUSIP / ISIN:
|
89115LZ43 / US89115LZ434
|
P-4
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Additional Information about the Issuer and the Securities
|
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):
| • |
Product Supplement MLN-WF-1 dated February 26, 2025:
|
http://www.sec.gov/Archives/edgar/data/947263/000114036125006130/ef20044457_424b3.htm
| • |
Prospectus dated February 26, 2025:
|
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
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Estimated Value of the Securities
|
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 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
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Investor Considerations
|
The securities are not appropriate for all investors. The securities may be an appropriate investment for investors who:
| ■ |
seek the potential for a fixed return equal to the call premium if the stock closing price of the Underlying Stock on the call date is equal to or greater than the starting price;
|
| ■ |
seek 261.00% leveraged exposure to the upside performance of the Underlying Stock if the securities are not automatically called and the ending price on the final calculation day is greater than the starting price;
|
| ■ |
are willing to accept the risk that, if the securities are not automatically called and the ending price on the final calculation day is less than the threshold price, you will be fully exposed to the decline of the Underlying Stock from
the starting price and will lose more than 20%, and possibly all, of the face amount at maturity;
|
| ■ |
understand that the securities may be automatically called prior to stated maturity and that the term of the securities may be as short as approximately one year;
|
| ■ |
understand and are willing to accept the full downside risks of the Underlying Stock;
|
| ■ |
are willing to forgo interest payments on the securities and dividends on the Underlying Stock; and
|
| ■ |
are willing to hold the securities until maturity or automatic call.
|
The securities may not be an appropriate investment for investors who:
| ■ |
seek a liquid investment or are unable or unwilling to hold the securities to maturity or automatic call;
|
| ■ |
are unwilling to accept the risk that the stock closing price of the Underlying Stock as of the call date may be less than the starting price and that the ending price may decline to less than the threshold price;
|
| ■ |
require full payment of the face amount of the securities at stated maturity;
|
| ■ |
seek a security with a fixed term;
|
| ■ |
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
|
| ■ |
seek current income over the term of the securities;
|
| ■ |
are unwilling to accept the risk of exposure to the Underlying Stock;
|
| ■ |
seek exposure to the Underlying Stock but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
|
| ■ |
are unwilling to accept the credit risk of the Bank; or
|
| ■ |
prefer the lower risk of conventional fixed income investments with comparable maturities issued by companies with comparable credit ratings.
|
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 Underlying Stock, please see the section titled “The Underlying Stock” below.
P-7
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Determining Timing and Amount of Payment on the Securities
|
Whether the securities are automatically called on the call date for the call premium will each be determined based on the stock closing price of the Underlying Stock on the call
date as follows:
If the securities have not been automatically called then, at maturity, you will receive a cash payment per security (the maturity payment amount) calculated as follows:
P-8
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Selected Risk Considerations
|
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 Securities Are Not Automatically Called And The Ending Price On The Final Calculation Day Is Less Than The Threshold Price, You Will Lose Some, And Possibly All, Of The Face
Amount Of Your Securities At Stated Maturity.
We will not repay you a fixed amount on the securities at stated maturity. If the stock closing price of the Underlying Stock is less than the starting price on the call date, the securities will not
be automatically called, and you will receive a maturity payment amount that may be more or less than the face amount of your securities, depending on the ending price (i.e., the stock closing price of the Underlying Stock on the final calculation
day).
If the ending price on the final calculation day is less than the threshold price, the maturity payment amount will be reduced by an amount equal to the decline in the price of the Underlying Stock
from the starting price (expressed as a percentage of the starting price). The threshold price for the Underlying Stock is 80% of the starting price. For example, if the Underlying Stock on the final calculation day has declined by 20.1% from the
starting price to the ending price, you will not receive any benefit of the contingent downside protection feature and you will lose 20.1% of the face amount. As a result, you will not receive any protection if the stock closing price of the
Underlying Stock on the final calculation day is less than the threshold price and you will lose some, and possibly all, of the face amount at maturity. This is the case even if the price of the Underlying Stock is greater than or equal to the
starting price or the threshold price at certain times during the term of the securities.
If the securities are not automatically called, even if the ending price on the final calculation day is greater than the starting price, the maturity payment amount may only be slightly greater than
the face amount and your return on the securities may be less than the return 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 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.”
If The Securities Are Automatically Called, Your Return Will Be Limited to the Call Premium.
If the securities are automatically called, the return on the securities is limited to the call premium, regardless of the performance of the Underlying Stock. The Underlying Stock may appreciate by
significantly more than the percentage represented by the call premium from the pricing date through the call date, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return based
on the performance of the Underlying Stock. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Underlying Stock at the upside participation rate.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called, the term of the securities may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds from
an investment in the securities at a comparable return for a similar level of risk in the event the securities are automatically called prior to maturity.
The Call Settlement Date Or The Stated Maturity Date May Be Postponed If The Call Date Or The Final Calculation Day Is Postponed.
The call date and the final calculation day, and therefore the call settlement date and/or the maturity date, is subject to postponement in the case of a market disruption event or a non-trading day as
described herein and in the accompanying product supplement.
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 Underlying Stock on the call date or the final calculation day, as applicable, 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 call settlement date or stated maturity
date, as applicable, 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.
P-9
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
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.
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-10
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 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 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 face amount irrespective of the price of the Underlying Stock, and as a result, you
may suffer substantial losses.
If The Price Of The Underlying Stock 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 Underlying Stock. Changes in the price of the Underlying Stock may not result in a comparable change in the market value of your
securities. Even if the price of the Underlying Stock increases above the starting price 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 Underlying Stock
The Securities Will Be Subject To Single Stock Risk.
The price of the Underlying Stock can rise or fall sharply due to factors specific to that Underlying Stock and its issuer (the “Underlying Stock 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.
Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stock 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 Underlying Stock. Investing in the securities is not equivalent to investing in the Underlying
Stock. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stock 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 Underlying Stock. As a holder of the securities, you will not have any voting rights or any other rights that holders of the Underlying Stock would have.
|
| • |
Historical Prices Of The Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stock During The Term Of The Securities.
|
| • |
The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuer.
|
| • |
We, The Agents And Our Respective Affiliates Cannot Control Actions By The Underlying Stock Issuer.
|
| • |
We, The Agents And Our Respective Affiliates Have No Affiliation With The 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
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-11
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Hypothetical Examples and Returns
|
The payout profile, return table and examples below illustrate hypothetical payments upon an automatic call or at stated maturity 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 price or threshold price. The hypothetical starting price of
$100.00 has been chosen for illustrative purposes only and does not represent the actual starting price. The actual starting price and threshold price were 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 Underlying Stock, 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.
|
Call Premium:
|
40.00% or $400.00 per security
|
||
|
Upside Participation Rate:
|
261.00%
|
||
|
Hypothetical Starting Price:
|
$100.00
|
||
|
Hypothetical Threshold Price:
|
$80.00 (80% of the hypothetical starting price)
|
Hypothetical Payout Profile
P-12
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
Hypothetical Returns
If the securities are automatically called:
If the securities are automatically called prior to stated maturity, you will receive the face amount of your securities plus the call premium, resulting in a pre-tax total rate of return of 40.00%.
If the securities are not automatically called:
|
Hypothetical
ending price on the final
calculation day
|
Hypothetical underlying stock
return(1)
|
Maturity payment amount
per security
|
Pre-tax total rate of
return(2)
|
|
$150.00
|
50.00%
|
$2,305.00
|
130.50%
|
|
$140.00
|
40.00%
|
$2,044.00
|
104.40%
|
|
$130.00
|
30.00%
|
$1,783.00
|
78.30%
|
|
$120.00
|
20.00%
|
$1,522.00
|
52.20%
|
|
$110.00
|
10.00%
|
$1,261.00
|
26.10%
|
|
$105.00
|
5.00%
|
$1,130.50
|
13.05%
|
|
$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%
|
|
$79.00
|
-21.00%
|
$790.00
|
-21.00%
|
|
$70.00
|
-30.00%
|
$700.00
|
-30.00%
|
|
$60.00
|
-40.00%
|
$600.00
|
-40.00%
|
|
$50.00
|
-50.00%
|
$500.00
|
-50.00%
|
|
$25.00
|
-75.00%
|
$250.00
|
-75.00%
|
|
$0.00
|
-100.00%
|
$0.00
|
-100.00%
|
| (1) |
The underlying stock return is equal to the percentage change from the starting price to the ending price (i.e., the ending price minus the starting price, divided
by the starting price).
|
| (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.
|
Hypothetical Examples Of Payment Upon An Automatic Call Or At Stated Maturity
Example 1. The stock closing price of the Underlying Stock on the call date is greater than or equal to the starting price, and the securities are automatically called on the call
date:
|
Underlying Stock
|
||
|
Hypothetical starting price:
|
$100.00
|
|
|
Hypothetical stock closing price on call date:
|
$150.00
|
Because the hypothetical stock closing price of the Underlying Stock on the call date is greater than or equal to the hypothetical starting price, the securities are automatically
called on the call date and you will receive on the call settlement date the face amount of your securities plus the call premium of 40.00% of the face amount. Even though the Underlying Stock appreciated by 50.00% from its starting price to its
stock closing price on the call date in this example, your return is limited to the call premium of 40.00%.
On the call settlement date, you would receive $1,400.00 per security.
P-13
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
Example 2. The securities are not automatically called. The ending price on the final calculation day is greater than or equal to the starting price and the maturity payment amount
is greater than the face amount:
|
Underlying Stock
|
||
|
Hypothetical starting price:
|
$100.00
|
|
|
Hypothetical stock closing price on the call date:
|
$85.00
|
|
|
Hypothetical ending price:
|
$110.00
|
|
|
Hypothetical threshold price:
|
$80.00
|
|
|
Hypothetical underlying stock return
(ending price – starting price)/starting price
|
10.00%
|
Because the hypothetical stock closing price of the Underlying Stock on the call date is less than the hypothetical starting price, the securities are not automatically called.
Because the hypothetical ending price on the final calculation day is greater than or equal to the hypothetical starting price, the maturity payment amount per security would be equal to:
$1,000 + ($1,000 × underlying stock return × upside participation rate)
= $1,000 + ($1,000 × 10.00% × 261.00%)
= $1,261.00
On the stated maturity date, you would receive $1,261.00 per security.
Example 3. The securities are not automatically called. The ending price on the final calculation day is less than the starting price but greater than or equal to the threshold price
and the maturity payment amount is equal to the face amount:
|
Underlying Stock
|
||
|
Hypothetical starting price:
|
$100.00
|
|
|
Hypothetical stock closing price on the call date:
|
$85.00
|
|
|
Hypothetical ending price:
|
$95.00
|
|
|
Hypothetical threshold price:
|
$80.00
|
|
|
Hypothetical underlying stock return
(ending price – starting price)/starting price
|
-5.00%
|
Because the hypothetical stock closing price of the Underlying Stock on the call date is less than the hypothetical starting price, the securities are not automatically called.
Because the hypothetical ending price on the final calculation day is less than the hypothetical starting price but is greater than the hypothetical threshold price, you would receive the face amount of your securities at stated maturity.
On the stated maturity date, you would receive $1,000.00 per security.
Example 4. The securities are not automatically called. The ending price on the final calculation day is less than the threshold price and the maturity payment amount is less than
the face amount:
|
Underlying Stock
|
||
|
Hypothetical starting price:
|
$100.00
|
|
|
Hypothetical stock closing price on the call date:
|
$85.00
|
|
|
Hypothetical ending price:
|
$40.00
|
|
|
Hypothetical threshold price:
|
$80.00
|
|
|
Hypothetical underlying stock return
(ending price – starting price)/starting price
|
-60.00%
|
Because the hypothetical stock closing price of the Underlying Stock on the call date is less than the hypothetical starting price, the securities are not automatically called.
Because the hypothetical ending price on the final calculation day is less than the hypothetical starting price by more than 20%, you would lose a portion of the face amount of your securities and receive the maturity payment amount equal to:
$1,000 + ($1,000 × underlying stock return)
=$1,000 + ($1,000 × -60.00%)
=$400.00
On the stated maturity date, you would receive $400.00 per security.
P-14
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
The Underlying Stock
|
According to publicly available information, Intel Corporation (“Intel”) designs and manufactures technology used in computing, networking, data storage and communications
solutions. Information filed by Intel with the SEC can be located by reference to its SEC file number: 000-06217, or its CIK Code: 0000050863. Intel’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “INTC”.
Historical Information
We obtained the closing prices of the Underlying Stock in the graph below from Bloomberg Professional® service (“Bloomberg”), without independent verification.
The following graph sets forth daily closing prices of the Underlying Stock for the period from January 1, 2021 to June 11, 2026. The closing price on June 11, 2026 was $116.96. The historical
performance of the Underlying Stock should not be taken as an indication of the future performance of the Underlying Stock during the term of the securities.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
P-15
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 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 Underlying Stock. 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 generally be long-term capital
gain or loss if you have held your securities for more than one year (and, otherwise, short-term capital gain or loss). The deductibility of capital losses is subject to limitations.
However, it is possible that the IRS could assert that your holding period in respect of your securities should end on the date on which the amount you are entitled to receive upon maturity or
automatic call of your securities is determined, even though you will not receive any amounts in respect of your securities prior to the maturity or automatic call of your securities. In such case, you may be treated as having a holding period in
respect of your securities prior to the maturity or automatic call of your securities, and such holding period may be treated as less than one year even if you receive cash upon the maturity or automatic call of your securities at a time that is more
than one year after the beginning of your holding period. You should consult your tax advisor regarding this risk.
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 the Underlying Stock 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 the Underlying
Stock Issuer 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— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
Based on our determination that the securities are not “delta-one” with respect to the Underlying 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 Underlying 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 Underlying Stock or the securities. If you enter, or have entered, into other transactions in
respect of the Underlying 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.
P-17
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Canadian Taxation
|
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.
P-18
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
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 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 principal 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 principal 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.
P-19
|
Market Linked Securities— Auto-Callable with Leveraged Upside Participation and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due June 14, 2029
|
|
Validity of the Securities
|
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.
P-20