[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

Flora Growth Corp. (NASDAQ: FLGC) – Form 4 insider transaction

Director Harold Wolkin reported a single set of transactions dated 30 June 2025 involving his previously granted 30,000 Stock Appreciation Rights (SARs). The filing shows a two-step modification approved by shareholders:

• Disposition (Code D): Cancellation of the original 30,000 SARs carrying a $1.30 exercise price.
• Acquisition (Code A): Issuance of an equal number of replacement SARs at a reduced exercise price of $0.58, maintaining the same 12 Dec 2034 expiration date.

The amendment effectively reprices the award to a level more in line with Flora Growth’s current market valuation, enhancing the economic value of the director’s incentive without changing the underlying share count. Following the adjustment, Mr. Wolkin continues to hold 30,000 SARs; no common shares were bought or sold, and no change occurred in his direct equity ownership.

Investor takeaways

• The repricing is shareholder-approved, indicating formal governance compliance.
• Total potential dilution is unchanged (still 30,000 shares), but the lower strike increases the likelihood that the award will be exercised, marginally raising dilution risk if the stock price recovers.
• The disclosure is routine and does not affect current revenue, earnings, or cash flow figures.

Positive

• Shareholder approval of the SAR repricing demonstrates adherence to governance best practices.

Negative

• Lower exercise price increases the likelihood of future dilution, albeit for only 30,000 shares.

Insights

Corporate Governance Expert

TL;DR — Routine repricing; governance-compliant, financially immaterial.

Repricing executive or director incentives is common when a company’s share price falls below prior strike levels. Because shareholders approved the change, the board’s compensation committee followed best-practice governance procedures, mitigating concerns about insider favoritism. The economic value transferred is modest—30 k SARs versus FLGC’s multi-million-share float—so balance-sheet and EPS effects are negligible. However, the lower strike raises the probability of future dilution, a slight negative for existing holders if the share price rebounds.

Equity Analyst

TL;DR — Neutral: small dilution potential, no operational impact.

From a valuation standpoint, swapping a $1.30 strike SAR for a $0.58 strike increases in-the-money value by roughly $21.6 k (30 k × $0.72). Against Flora Growth’s market cap, this is de minimis. No cash outflow, no P&L hit, and the company’s share count only grows if the stock trades above $0.58, which is already near or above current levels. Therefore, the filing has no immediate effect on earnings projections, but investors should track cumulative equity awards to monitor dilution trends.

	Filed Pursuant to Rule 433 Registration Statement No. 333-283969 Dated July 2, 2025
Market Linked Securities – Auto-Callable with Contingent Coupon and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the common stock of Broadcom Inc. and the common stock of NVIDIA Corporation due July 13, 2028 Term Sheet to Preliminary Pricing Supplement dated July 2, 2025

 Summary of Terms

	Issuer:		The Toronto-Dominion Bank (the “Bank”)
	Underwriters:		TD Securities (USA) LLC. and Wells Fargo Securities, LLC
	Market Measures:		The common stock of Broadcom Inc. and the common stock of NVIDIA Corporation (each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”).
	Pricing Date*:		July 10, 2025
	Issue Date*:		July 15, 2025
	Face Amount and Original Offering Price:		$1,000 per security
	Contingent Coupon Payments:		On each contingent coupon payment date the securities will pay a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the stock closing price of the lowest performing Underlying Stock on the related calculation day is greater than or equal to its coupon threshold price. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 4.
	Contingent Coupon Payment Dates:		Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
	Contingent Coupon Rate:		At least 23.40% per annum, to be determined on the pricing date
	Automatic Call:		If the stock closing price of the lowest performing Underlying Stock on any of the calculation days from January 2026 to April 2028, inclusive, is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment. The securities will not be subject to automatic call until the second calculation day, which is approximately six months after the issue date.
	Calculation Days*:		Quarterly, on the 10th day of each January, April, July and October, commencing in October 2025 and ending in July 2028. We refer to the calculation day scheduled to occur in July 2028 (expected to be July 10, 2028) as the “final calculation day”
	Call Settlement Date:		Three business days after the applicable calculation day.
	Maturity Payment Amount (per security):		If the securities are not automatically called prior to the stated maturity date: • if the ending price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its downside threshold price: $1,000; or • if the ending price of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold price: $1,000 × performance factor of the lowest performing Underlying Stock on the final calculation day
	Stated Maturity Date*:		July 13, 2028
	Starting Price:		For each Underlying Stock, its stock closing price on the pricing date
	Ending Price:		For each Underlying Stock, its stock closing price on the final calculation day
	Coupon Threshold Price:		For each Underlying Stock, 70% of its starting price
	Downside Threshold Price:		For each Underlying Stock, 70% of its starting price
	Lowest Performing Underlying Stock:		For any calculation day, the “lowest performing Underlying Stock” will be the Underlying Stock with the lowest performance factor on that calculation day.

*   Subject to change.

Summary of Terms (continued)

	Performance Factor:		With respect to an Underlying Stock on any calculation day, its stock closing price on such calculation day divided by its starting price (expressed as a percentage).
	Calculation Agent:		The Bank
	Denominations:		$1,000 and any integral multiple of $1,000
	Agent Discount**:		Up to 2.325%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.75%, and WFA may receive a distribution expense fee of 0.075%.
	CUSIP / ISIN:		89115HJ65 / US89115HJ659
	Material Canadian and U.S. Tax Consequences:		See the preliminary pricing supplement.

** In respect of certain securities, we may pay a fee of up to $3.00 per security to selected securities dealers for marketing and other services in connection with the distribution of the securities to other securities dealers.

Hypothetical Payout Profile (maturity payment amount)

If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Underlying Stock on the final calculation day is less than its downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any Underlying Stock, but you will have full downside exposure to the lowest performing Underlying Stock on the final calculation day if the ending price of that Underlying Stock is less than its downside threshold price.

Our estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be between $900.00 and $940.00 per security. The estimated value is expected to be less than the public offering price of the securities. See “Estimated Value of the Securities” in the preliminary pricing supplement.

Preliminary pricing supplement:

http://www.sec.gov/Archives/edgar/data/947263/000114036125024527/ef20051494_424b2.htm

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision. The securities have complex features and investing in the securities involves a number of risks. See “Selected Risk Considerations” beginning on page P-12 of the preliminary pricing supplement, “Risk Factors” beginning on page PS-5 of the product supplement MLN-WF-1 dated February 26, 2025 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). The securities are not a bank deposit and not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United States.

Selected Risk Considerations

The risks set forth below are discussed in detail in “Selected Risk Considerations” in the preliminary pricing supplement, “Risk Factors” in the product supplement and “Risk Factors” in the prospectus. Please review those risk disclosures carefully.

• If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.

• The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.

• The Securities Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If Another Underlying Stock Performs Favorably.

• Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of A Better Performing Underlying Stock.

• You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks.

• You May Be Fully Exposed To The Decline In The Lowest Performing Underlying Stock On The Final Calculation Day From Its Starting Price, But Will Not Participate In Any Positive Performance Of Any Underlying Stock.

• Higher Contingent Coupon Rates Are Associated With Greater Risk.

• You Will Be Subject To Reinvestment Risk.

• Each Calculation Day (Including The Final Calculation Day) And The Related Call Settlement Date (Including The Stated Maturity Date) Is Subject To Market Disruption Events And Postponements.

• 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.

• The Estimated Value Of Your Securities Is Expected To Be Less Than The Original Offering Price Of Your Securities.

• The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.

• 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 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 Temporary Price At Which We May Initially Buy 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.

• There May Not Be An Active Trading Market For The Securities — Sales In The Secondary Market May Result In Significant Losses.

• If The Price Of Any Underlying Stocks Change, The Market Value Of Your Securities May Not Change In The Same Manner.

• Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stocks 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 Stocks.

• Historical Prices Of The Underlying Stocks Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stocks During The Term Of The Securities.

• The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.

• We, The Agents And Our Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.

• We, The Agents And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.

• You Have Limited Anti-Dilution Protection.

• 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.

• The Tax Consequences Of An Investment In The Securities Are Unclear.

The Bank has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Bank, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo Securities, LLC at 866-346-7732.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

2

FAQ

What insider transaction did Flora Growth (FLGC) disclose on 1 July 2025?

Director Harold Wolkin replaced 30,000 SARs at $1.30 with identical SARs at a reduced $0.58 exercise price.

How many Stock Appreciation Rights does Harold Wolkin now hold after the repricing?

He continues to hold 30,000 SARs; the quantity did not change.

Did the repricing of FLGC SARs receive shareholder approval?

Yes—Flora Growth explicitly states that shareholders approved the lower exercise price.

Does this Form 4 indicate any purchase or sale of common shares?

No common shares were bought or sold; the filing only involves derivative (SAR) adjustments.

Will the lower $0.58 strike price increase dilution for FLGC shareholders?

Potentially—it makes exercise more likely, but the total shares involved (30,000) are immaterial relative to the company’s float.