[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

The Free Writing Prospectus outlines the terms of Autocallable Market-Linked Step Up Notes to be issued by The Toronto-Dominion Bank (TD) and linked to the Russell 2000 Index (RTY). Each note has a $10 principal and a tenor of approximately five years. The notes pay no coupons and are not listed on any exchange.

Automatic call feature: On each of the four annual Observation Dates the notes will be redeemed if RTY closes at, or above, its Starting Value. The projected Call Amounts range from $10.85–$10.95 in year 1 (≈8.5-9.5% premium) up to $13.40–$13.80 in year 4 (≈34-38% premium). Early redemption caps further upside potential.

Payout at maturity (if not called):

• If RTY is flat or up to +45% versus the Starting Value, investors receive the principal plus a fixed $4.50 Step-Up Payment (45% total return).
• If RTY is above +45%, investors participate 1-for-1 in all further gains.
• If RTY is below the Starting Value, repayment declines point-for-point with the index; the Threshold Value equals 100%, so any decline erodes principal, down to total loss at a -100% move.

Key risks called out in the term sheet include: full downside exposure below the Starting Value, limited upside if called, TD credit risk, a secondary-market price expected to be below the public offering price, and exposure to small-cap volatility inherent in RTY.

Investors should review the linked Preliminary Offering Documents and risk disclosures before purchasing the notes.

Positive

• 45% fixed ‘Step-Up’ return if the Russell 2000 is flat or modestly higher at maturity provides an above-market payoff versus holding the index.
• Escalating call premiums of up to ≈38% allow investors to realize attractive gains in as little as one year if the index performs.
• Unlimited upside participation above a +45% move offers potential for higher returns relative to capped structured notes.

Negative

• No downside buffer: any decline in RTY below the Starting Value erodes principal on a 1-for-1 basis, up to total loss.
• Automatic call limits upside beyond scheduled premiums, transferring favorable scenarios back to the issuer.
• Credit risk of TD; repayment depends on TD’s ability to meet obligations.
• No secondary-market liquidity or exchange listing, likely resulting in sizable bid-ask spreads and price concessions.
• Initial estimated value below offer price means investors pay an upfront premium over fair value.

Insights

Structured-Products Analyst

TL;DR: Attractive 45% fixed upside but 100% downside begins immediately; auto-call feature likely limits participation in large rallies.

Valuation & Structure: A 45% Step-Up on flat performance is generous versus typical five-year autocallables, but the 100% threshold means investors assume full equity risk from day one. Annual call premiums (≈8.5–9.5%, 17–19%, 25.5–28.5%, 34–38%) imply TD expects modest index performance and seeks to cap its liability via early calls.
Risk/Reward: Reward is front-loaded; if RTY drifts sideways the investor wins, yet probability-weighted downside is significant given small-cap volatility. The note’s initial estimated value is below issue price, indicating an imbedded placement fee and hedging costs. Absence of coupons and illiquidity further reduce attractiveness.
Investor Fit: Suitable only for investors with a bullish-to-neutral view on RTY who can tolerate credit and market risk, and who prefer defined, albeit capped, payouts over direct equity exposure.

Credit & Market Risk Specialist

TL;DR: Product shifts equity risk to investors while adding TD credit exposure and liquidity constraints—overall risk profile is high.

The 1:1 downside, absence of principal protection, and 100% threshold create equity-like risk without dividends. TD’s senior unsecured rating mitigates credit risk somewhat, yet spread widening could hit secondary pricing. The call feature favors the issuer: early redemption occurs precisely when the payout profile is most expensive for TD, truncating long-run upside. Given RTY’s historical 20%+ annualized volatility, probability of ending below the Starting Value is non-trivial. From a portfolio perspective, the notes provide leveraged small-cap exposure with asymmetric payoff, but investors must price in the embedded fees and opportunity costs.

Filed Pursuant to Rule 433
Registration Statement No. 333-283969

Autocallable Market-Linked Step Up Notes

Autocallable Market-Linked Step Up Notes Linked to the Russell 2000®  Index

Issuer		The Toronto-Dominion Bank (“TD”)
Principal Amount		$10.00 per unit
Term		Approximately 5 years
Market Measure		The Russell 2000® Index (Bloomberg symbol: “RTY”)
Automatic Call		The notes will be called automatically on any Observation Date if the closing level of the Market Measure is equal to or greater than the Call Level
Call Level		100.00% of the Starting Value
Observation Dates		Approximately one, two, three and four years from the pricing date
Call Amounts		[$10.85 to $10.95] if called on the first Observation Date, [$11.70 to $11.90] if called on the second Observation Date, [$12.55 to $12.85] if called on the third Observation Date and [$13.40 to $13.80] if called on the final Observation Date, each to be determined on the pricing date
Payout Profile at Maturity		• If the Market Measure is flat or increases up to the Step Up Value, a return  equal to the Step Up Payment •  If the Market Measure increases above the Step Up Value, a return equal  to the percentage increase in the Market Measure • 1-to-1 downside exposure to decreases in the Market Measure, with up to 100.00% of your principal at risk
Step Up Value		145.00% of the Starting Value
Step Up Payment		$4.50 per unit, a 45.00% return over the principal amount
Threshold Value		100.00% of the Starting Value
Interest Payments		None
Preliminary Offering Documents		http://www.sec.gov/Archives/edgar/data/947263/000114036125024160/ef20051248_424b2.htm
Exchange Listing		No

You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy.

Risk Factors

Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following:

• If your notes are not called prior to maturity, your investment may result in a loss; there is no guaranteed return of principal.

• If your notes are called, your investment return is limited to the applicable Call Premium.

• Payments on the notes are subject to the credit risk of TD, and actual or perceived changes in the creditworthiness of TD are expected to affect the value of the notes. If TD becomes unable to meet its financial obligations as they become due, you may lose some or all of your investment.

• The initial estimated value of the notes on the pricing date will be less than their public offering price.

• The initial estimated value of your notes is not a prediction of the prices at which you may sell your notes in the secondary market, if any exists, and such secondary market prices, if any, will likely be less than the public offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you.

• You will have no rights of a holder of the securities represented by the Market Measure, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.

• The notes are subject to risks associated with small-size capitalization companies.

The final terms of the notes will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.

The graph above and the table below reflect the hypothetical return on the notes, based on the terms contained in the table to the left (using the mid-point for any range(s)). The graph and table have been prepared for purposes of illustration only and do not take into account any tax consequences from investing in the notes.

Hypothetical Percentage Change from the Starting Value to the Ending Value	Hypothetical Redemption Amount per Unit	Hypothetical Total Rate of Return on the Notes
-100.00%	$0.00	-100.00%
-50.00%	$5.00	-50.00%
-40.00%	$6.00	-40.00%
-30.00%	$7.00	-30.00%
-20.00%	$8.00	-20.00%
-10.00%	$9.00	-10.00%
0.00%(1)	$14.50(2)	45.00%
5.00%	$14.50	45.00%
10.00%	$14.50	45.00%
20.00%	$14.50	45.00%
30.00%	$14.50	45.00%
40.00%	$14.50	45.00%
45.00%(3)	$14.50	45.00%
50.00%	$15.00	50.00%
60.00%	$16.00	60.00%

(1) This hypothetical percentage change corresponds to the Threshold Value.

(2) This amount represents the sum of the principal amount and the Step Up Payment of $4.50.

(3) This hypothetical percentage change corresponds to the Step Up Value.

TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.

FAQ

What is the maturity of TD’s Autocallable Market-Linked Step Up Notes?

The notes have a term of approximately five years unless automatically called earlier.

How can the TD notes be called before maturity?

On each annual Observation Date, if the Russell 2000 closes at or above its Starting Value, TD will automatically redeem the notes at the applicable Call Amount.

What fixed return do investors receive if the notes are not called and RTY is flat?

Investors receive the $4.50 Step-Up Payment, representing a 45% total gain on the $10 principal.

Do the TD Autocallable Notes protect principal?

No. With a 100% Threshold Value, any negative performance in RTY reduces repayment dollar-for-dollar.

Are interest payments or dividends paid on the notes?

No. The notes make no periodic interest or dividend payments during their life.

Where can I find the full risk disclosure for these notes?

Review the Preliminary Offering Documents linked in the prospectus or visit the SEC’s EDGAR database using the provided hyperlink.