[424B3] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) has filed a Rule 424(b)(2) pricing supplement for Digital S&P 500 Index-Linked Notes (Series H) with an expected tenor of 13-15 months and a minimum denomination of $1,000.

Pay-off profile:

• Threshold settlement amount: $1,076.60-$1,089.90 per $1,000 note (7.66%-8.99% fixed return) if the S&P 500 Final Level is at least 90% of the Initial Level on the Valuation Date.
• Downside exposure: If the index declines by >10%, investors lose approximately 1.1111% of principal for every 1% drop below the 90% threshold, potentially resulting in total loss of principal.
• No participation in gains above the threshold settlement amount; upside is capped.

Structural details:

• No periodic interest—return is delivered only at maturity.
• Unsecured senior debt; payments subject to TD’s credit risk and not insured by FDIC or CDIC.
• Initial estimated value: $955.90-$985.90 (4.4%- an 4.4- an emphasis) below the $1,000 offering price, reflecting hedging and distribution costs.
• Public offering price $1,000; underwriting discount $10.90; net proceeds to TD $989.10 per note.
• Notes will not be listed; secondary market liquidity expected to be limited and at prices below the offering price.

Key risks highlighted:

• Principal-at-risk with amplified downside via the 1.1111 multiplier.
• Capped positive return—no exposure to index appreciation beyond the fixed payout.
• Market, liquidity and valuation risk; TD and affiliates may act as market makers but are not obliged to do so.
• Potential conflicts of interest: TD is issuer, calculation agent and hedger; TDS is distributor.
• Complex U.S. and Canadian tax treatment; classification as prepaid derivative contract is assumed but not certain.

Important dates (to be set on the final pricing supplement): Pricing Date (2025), Issue Date (T+5), Valuation Date (13-15 months post-pricing), Maturity Date (two business days after valuation).

Overall, the product offers a short-dated, fixed digital payoff linked to the S&P 500 with limited upside and significant potential downside, suitable only for investors comfortable with TD credit exposure and structured product risk.

Positive

• Fixed payout of 7.66%-8.99% if the S&P 500 remains at or above 90% of the initial level, providing clear performance target.
• 10% downside buffer before losses begin, offering limited initial protection against moderate market declines.
• Short 13-15 month tenor reduces long-term market exposure compared with typical structured products.

Negative

• Principal at risk: a >10% index decline triggers leveraged losses (1.1111×), potentially resulting in 100% loss of capital.
• Upside capped at the threshold settlement amount; investors forego any S&P 500 gains beyond ~8%.
• Initial estimated value ($955.90-$985.90) is below the $1,000 offer, indicating embedded costs and negative carry.
• No interest payments; total return depends solely on final index level.
• Unsecured TD credit exposure; repayment depends on the bank’s ability to pay.
• No listing and limited secondary liquidity, which may force investors to accept significant discounts if exiting early.
• Complex and uncertain tax treatment with possible future regulatory changes.

Insights

Structured Products Analyst

TL;DR: 7.66-8.99% capped return if SPX ≥90%; >10% drop triggers leveraged losses up to full principal.

The note is a classic digital structure: investors exchange unlimited index upside for a predefined coupon-like payout and accept amplified downside below a 10% buffer. The 1.1111 downside multiplier means a 25% index decline wipes out roughly 38.9% of principal; a 50% drop erases 55.6%. The internal estimated value range (95.6-98.6% of par) indicates ~1.4-4.4% structuring and distribution costs. For yield-seeking investors willing to take equity and issuer risk over a 13-15 month horizon, the instrument can outperform money-market rates if the S&P 500 remains relatively flat. However, the absence of interim interest, secondary-market illiquidity and TD credit exposure limit its appeal for most diversified portfolios.

Risk Analyst

TL;DR: Unsecured, illiquid, capped-upside note with potential 100% loss—risk outweighs reward for risk-averse investors.

Key risk drivers are (1) principal at risk beyond a modest 10% buffer, (2) credit risk of TD, (3) valuation gap between issue price and estimated value, and (4) uncertain tax treatment. The capped 8-9% return is not compelling given the current risk-free rate environment and historical volatility of the S&P 500. In a stress scenario resembling early 2020, investors could lose the entire investment. Illiquidity further compounds exit risk. From a risk-adjusted perspective, the structure favors the issuer’s funding needs more than investor upside.

Index supplement to the prospectus dated April 13, 2023, the prospectus supplement dated April 13, 2023, the prospectus addendum dated June 3, 2024, the product supplement no. 4 - I dated April 13, 2023 and the underlying supplement no. 22 - I dated May 12, 2023 Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01 Dated July 9, 2025 Rule 424(b)(3) PERFORMANCE UPDATE The J . P . Morgan Total Return SM Index (the “Index”) attempts to provide a dynamic and diversified allocation to 12 U . S . dollar fixed income ETFs (the “Basket Constituents”), each providing exposure to a ditferent sector of the U . S . dollar fixed income market . The Index rebalances monthly into the portfolio with the highest performance over the previous 6 months, generally subject to a 5 % historical volatility threshold, and constituent and sector concentration limits . The Index is calculated on a total return basis. The Index was established on July 13, 2017. Levels are published on Bloomberg and to JPMorganIndices.com , using the ticker JPUSTRI. Hypothetical and actual historical performance: Jun 2015 through Jun 2025 70 90 110 130 150 170 190 J.P. Morgan Total Return SM Index Bloomberg Barclays U.S. Aggregate Bond TR Index Bloomberg Barclays Global Aggregate Bond Index TR Unhedged USD Backtested Actual 50 Jun - 15 Jun - 17 Jun - 19 Jun - 21 Jun - 23 Jun - 25 Please see the footnotes at the bottom of this page and “Backtesting” on the following page for information on backtested performance and proxies. Hypothetical and actual historical returns and volatilities: Jun 2015 through Jun 2025 Sharpe Ratio 10 Year Volatility (Annualized) 10 Year Return (Annualized) 5 Year Return (Annualized) 3 Year Return (Annualized) 1 Year Return 0.10 5.17% 2.89% 1.43% 4.02% 5.06% J.P. Morgan Total Return SM Index n/a 4.85% 1.76% - 0.73% 2.55% 6.08% Bloomberg Barclays U.S. Aggregate Bond TR Index n/a 5.43% 1.17% - 1.16% 2.75% 8.91% Bloomberg Barclays Global Aggregate Bond Index TR Unhedged USD Recent monthly weights: Feb 2025 through Jul 2025 Other Credit Other Gov’t or Agency Bonds Investment - Grade Credit U.S. Treasury Bonds Preferred Stock (PFF) Floating Rate (FLOT) High Yield Corporate (HYG) Emerging Markets (EMB) Inflation - Protected (TIP) Agency MBS (MBB) 10+ Year Credit (IGLB) Intermed. Credit (IGIB) 1 – 3 Year Credit (IGSB) 20+ Year Treasuries (TLT) 7 – 10 Year Treasuries (IEF) 1 – 3 Year Treasuries (SHY) 5% — 20% 10% 5% — — 20% 20% — — 20% Feb 25 — 5% 20% 10% 20% — — 5% 20% — — 20% Mar 25 — 10% 15% — 20% 15% — — 20% — — 20% Apr 25 — — — — 20% 20% — — 20% — 20% 20% May 25 — 10% 15% — 20% — — 15% 20% — — 20% Jun 25 — — 15% 10% 20% — — 20% 15% — 20% — Jul 25 Hypothetical and actual historical monthly and annual returns: Jan 2016 through Jun 2025 Year Dec Nov Oct Sep Aug Jul Jun May Apr Mar Feb Jan 5.42% 0.68% - 2.88% - 1.93% - 0.23% 0.32% 1.37% 3.85% - 0.07% 0.50% 0.77% 1.07% 2.00% 2016 4.71% 0.89% 0.08% 0.11% - 0.77% 1.31% 0.44% 0.15% 0.69% 0.61% 0.02% 0.60% 0.48% 2017 - 3.45% 0.95% 0.26% - 1.53% - 1.00% 0.61% - 0.03% 0.18% 0.30% - 0.25% 0.20% - 1.90% - 1.26% 2018 12.96% 0.34% 0.00% 0.26% - 1.13% 4.53% 0.46% 2.30% 2.59% 0.09% 1.86% - 0.17% 1.25% 2019 7.62% 1.13% 2.81% - 0.50% - 0.12% 0.02% 1.09% 0.30% 0.64% 1.53% - 2.95% 0.87% 2.67% 2020 0.04% 0.29% 0.21% 0.96% - 1.53% - 0.01% 0.84% 0.48% 0.45% 0.74% 0.09% - 1.27% - 1.17% 2021 - 9.72% - 0.34% 2.28% - 0.16% - 2.99% - 2.17% 2.40% - 2.36% 0.50% - 1.98% - 1.62% - 0.76% - 2.81% 2022 6.92% 2.59% 2.98% - 0.58% - 1.30% - 0.33% 0.67% 0.37% - 0.65% 0.50% 1.87% - 1.63% 2.34% 2023 3.36% - 1.86% 1.47% - 2.11% 1.28% 1.36% 1.97% 0.47% 1.73% - 1.52% 0.91% - 0.34% 0.06% 2024 2.96% 0.99% - 0.26% 0.22% - 0.05% 1.29% 0.74% 2025 Historical performance measures for the Index represent hypothetical backtested performance using alternative performance for some Basket Constituents through June 25 , 201 4 (labeled “Backtested using proxies” in the chart above) ; hypothetical backtested performance using the actual performance of each Basket Constituent from June 26 , 201 4 through July 12 , 201 7 (labeled “Backtested” in the chart above) ; and actual performance from July 13 , 201 7 through June 30 , 202 5 (labeled “Actual” in the chart above) . The Bloomberg Barclays Global Aggregate Total Return Index Value Unhedged USD is a global investment - grade bond index . These indices are intended to serve solely as a point of reference to which the Index may be compared . They are not rebalanced on the same schedule as the Index . They do not employ the Index methodology . There is no guarantee that the Index will outperform either the Bloomberg Barclays U . S . Aggregate Bond Total Return Index or the Bloomberg Barclays Global Aggregate Total Return Index Value Unhedged USD, or any other benchmark or index, in the future . PAST PERFORMANCE AND BACKTESTED PERFORMANCE ARE NOT INDICATIVE OF FUTURE RESULTS . Please see the Disclaimer on the following page . JULY 2025 J.P. Morgan Total Return SM Index

JULY 2025 | J.P. Morgan Total Return SM Index Selected Risks  Our affiliate, J.P. Morgan Securities LLC (“JPMS”), is the Index Sponsor and may adjust the Index in a way that atfects its level. The policies and judgments for which JPMS is responsible could have an impact, positive or negative, on the level of the Index and the value of your investment. JPMS is under no obligation to consider your interest as an investor with returns linked to the Index.  The Index was established on July 13, 2017, and has a limited operating history.  There are risks associated with a momentum - based investment strategy. If market conditions do not represent a continuation of prior observed trends, Index performance may be adversely impacted.  The Index comprises notional assets and liabilities. There is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest.  The Index may not be successful, may not outperform any alternative strategy and may not maintain volatility below its historical volatility threshold of 5%.  The investment strategy used to construct the Index involves monthly rebalancing and weighting constraints that are applied to the Basket Constituents, which may adversely impact performance.  Changes in the values of the Basket Constituents may otfset each other.  There are risks associated with correlation between the Basket Constituents. If the performances of the Basket Constituents become highly correlated during periods of negative performance, Index performance may be adversely impacted.  Each Basket Constituent composing the Index may be replaced by a substitute constituent upon the occurrence of certain extraordinary events.  The Index should not be compared to any other index or strategy sponsored by any of our affiliates and cannot necessarily be considered a revised, enhanced or modified version of any other J.P. Morgan index.  The securities of our parent company, JPMorgan Chase & Co., are held by several of the Basket Constituents.  The performance of an ETF, particularly during periods of market volatility, may not correlate with the performance of its reference index.  The Index is subject to significant risks associated with fixed - income securities (including interest rate - related risks and credit risk), high - yield and investment - grade fixed - income securities (including credit risk), floating rate notes, mortgage - backed securities, preferred stock, hybrid securities, U . S . treasury inflation - protected securities and non - U . S . securities markets, including emerging markets .  Investments linked to the index may be subject to the credit risk of JPMorgan Chase Bank, N . A . The risks identified above are not exhaustive. You should also review carefully the related “Risk Factors” section in the relevant disclosure statement and underlying supplement and the “Selected Risk Considerations” in the relevant term sheet or disclosure supplement. Disclaimer The information contained in this document is for discussion purposes only . Any information relating to performance contained in these materials is illustrative and no assurance is given that any indicative returns, performance or results, whether historical or hypothetical, will be achieved . J . P . Morgan undertakes no duty to update this information . In the event of any inconsistency between the information presented herein and any otfering documents, the otfering documents shall govern . Backtesting : Hypothetical backtested performance measures have inherent limitations and are designed with the benefit of hindsight . Alternative modelling techniques might produce significantly ditferent results and may prove to be more appropriate . For time periods prior to the launch of each of the Basket Constituents, and prior to that Basket Constituent’s satisfaction of a minimum liquidity standard, backtesting uses alternative performance derived from the reference index tracked by that Basket Constituent as of the Index’s live date (or the reference index originally tracked by that Basket Constituent, if the reference index as of the Index’s live date was not available for the relevant period), after deducting hypothetical fund expenses equal to such Basket Constituent’s expense ratio as of the Index’s live date, rather than actual performance of that Basket Constituent for that period . The use of alternative “proxy” performance information in the calculation of hypothetical backtested weights and levels may have resulted in ditferent, perhaps significantly ditferent, weights and higher levels than would have resulted from the use of actual performance information of the Constituents . Past performance, and especially hypothetical backtested performance, is not indicative of future results . This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such information . The 10 Year Volatility (Annualized) on the previous page is a measure of market risk, calculated as of the square root of two hundred and fifty - two ( 252 ) multiplied by the sample standard deviation of the daily logarithmic returns of each applicable index (considering only days for which levels are available for all three) over the preceding 10 years . The Sharpe Ratio on the previous page is a measure of risk - adjusted performance, calculated as the annualized 10 year excess return (calculated as the annualized compounded monthly returns of the applicable index over the monthly returns of the J . P . Morgan Cash Index USD 3 Month, which tracks the return of a notional 3 - month U . S . dollar time deposit) divided by the 10 Year Volatility (Annualized) . Investment suitability must be determined individually for each investor, and CDs linked to the Index may not be suitable for all investors . This material is not a product of J . P . Morgan Research Departments . Copyright © 2025 JPMorgan Chase & Co . All rights reserved . For additional regulatory disclosures, please consult : www . jpmorgan . com/disclosures . Information contained on this website is not incorporated by reference in, and should not be considered part of, this document . This monthly update document replaces and supersedes all prior written materials of this type previously provided with respect to the Index .

FAQ

What return can TD (TD) investors expect from the Digital S&P 500 Notes?

If the S&P 500 Final Level is ≥90% of the Initial Level, holders receive the Threshold Settlement Amount of $1,076.60-$1,089.90 per $1,000 note (7.66%-8.99%).

How much principal is at risk with TD’s Digital S&P 500 Notes?

Below the 90% threshold, investors lose approximately 1.1111% for every 1% additional decline, leading to potential total loss if the index falls far enough.

Do the TD notes pay interest during the term?

No. The notes are non-interest-bearing; all payment, if any, is made at maturity based on index performance.

Is the upside on the TD Digital Notes capped?

Yes. Upside is limited to the fixed Threshold Settlement Amount; investors do not participate in any further index appreciation.

What is the initial estimated value compared to the offering price?

TD estimates the value at $955.90-$985.90 versus the $1,000 public offering price, reflecting fees and hedging costs.

Will the TD Digital S&P 500 Notes be listed on an exchange?

No. The notes will not be listed or displayed on any securities exchange, and secondary market liquidity may be limited.