[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

Toronto Dominion Bank has filed a Free Writing Prospectus for Performance Leveraged Upside Securities (PLUS) based on the Russell 2000 Index, due November 4, 2026. The securities offer leveraged exposure with a 300% leverage factor and a maximum gain of 19.65%.

Key terms include:

• Principal amount: $1,000 per PLUS
• Maximum payment at maturity: $1,196.50 (119.65% of principal)
• No interest payments
• Full downside risk: 1:1 loss if index declines

The estimated value ($930.00-$965.00) is below the offering price, reflecting underwriting discounts and hedging costs. Notable risks include potential loss of principal, credit risk of TD Bank, limited secondary market liquidity, and market risks associated with small-cap stocks in the Russell 2000 Index. The securities will not be listed on any exchange.

Positive

• Leveraged upside potential with 300% leverage factor on positive index returns
• Principal protection if the Russell 2000 Index stays flat or increases
• Maximum potential return of 19.65% over approximately 16 months

Negative

• No principal protection with 1:1 downside exposure if index declines
• Returns are capped at 19.65% regardless of index performance
• Estimated value ($930-$965) is significantly below the offering price ($1,000)
• No interest payments or dividend participation during the holding period
• Limited liquidity with no exchange listing

	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283969
	Dated June 25, 2025

PLUS Based on the Value of the Russell 2000^® Index due November 4, 2026

Performance Leveraged Upside Securities^SM

Principal at Risk Securities

This document provides a summary of the terms of the Performance Leveraged Upside Securities^SM (the “PLUS”). Investors should carefully review the accompanying preliminary pricing supplement for the PLUS, the accompanying product supplement, the underlier supplement and the prospectus, as well as the “Risk Considerations” section below, before making an investment decision.

The PLUS do not guarantee any return of principal at maturity and you could lose up to your entire investment. The PLUS are senior debt securities issued by The Toronto-Dominion Bank (“TD”), and all payments on the PLUS are subject to the credit risk of TD. As used in this document, “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its subsidiaries.

SUMMARY TERMS
Issuer:	The Toronto-Dominion Bank
Issue:	Senior Debt Securities, Series H
Underlying index:	Russell 2000® Index (Bloomberg Ticker: “RTY”)
Stated principal amount:	$1,000.00 per PLUS
Issue price:	$1,000.00 per PLUS
Minimum investment:	$1,000.00 (1 PLUS)
Interest:	None
Pricing date:	July 17, 2025
Original issue date:	July 22, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
Valuation date:	October 30, 2026, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	November 4, 2026, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Payment at maturity per PLUS:	◾ If the final index value is greater than the initial index value: $1,000.00 + leveraged upside payment In no event will the payment at maturity exceed the maximum payment at maturity. ◾ If the final index value is less than or equal to the initial index value: $1,000.00 + ($1,000.00 × underlying return) If the final index value is less than the initial index value, you will lose 1% for every 1% that the final index value falls below the initial index value and you could lose up to your entire investment in the PLUS.
Underlying return:	(final index value – initial index value) / initial index value
Leverage factor:	300%
Leveraged upside payment:	$1,000.00 × leverage factor × underlying return
Maximum gain:	19.65%
Maximum payment at maturity:	$1,196.50 per PLUS (119.65% of the stated principal amount)
Initial index value:	The index closing value of the underlying index on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
Final index value:	The index closing value of the underlying index on the valuation date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
CUSIP/ISIN:	89115HHG5 / US89115HHG56
Listing:	The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	$22.50 per stated principal amount.
Estimated value on the pricing date:	Expected to be between $930.00 and $965.00 per PLUS. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement	http://www.sec.gov/Archives/edgar/data/947263/000114036125023704/ef20051076_424b2.htm

HYPOTHETICAL PAYOUT

The below figures are based on the leverage factor of 300% and maximum gain of 19.65% and are purely hypothetical (the actual terms of your PLUS will be determined on the pricing date and will be specified in the final pricing supplement).

Hypothetical Payment at Maturity

Change in Underlying Index	Payment at Maturity
+40.000%	$1,196.50
+30.000%	$1,196.50
+20.000%	$1,196.50
+10.000%	$1,196.50
+6.550%	$1,196.50
+6.000%	$1,180.00
+4.000%	$1,120.00
+2.000%	$1,060.00
0.000%	$1,000.00
-5.000%	$950.00
-10.000%	$900.00
-15.000%	$850.00
-20.000%	$800.00
-50.000%	$500.00
-75.000%	$250.00
-100.000%	$0.00

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You will find a link to the accompanying preliminary pricing supplement for the PLUS above and links to the accompanying product supplement, underlier supplement and prospectus for the PLUS under “Additional Information About TD and the PLUS” in the preliminary pricing supplement, which you should read and understand prior to investing in the PLUS.

The issuer has filed a registration statement (including a prospectus as supplemented by an underlier supplement, product supplement and the preliminary pricing supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying prospectus in that registration statement and the other documents the issuer has filed with the SEC, including the accompanying preliminary pricing supplement, product supplement and underlier supplement, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free at 1-855-303-3234. Our Central Index Key, or CIK, on the SEC website is 0000947263.

Risk Considerations

The risks set forth below are discussed in more detail in the “Risk Factors” section in the preliminary pricing supplement. Please review those risk factors carefully prior to making an investment decision.

Risks Relating to Return Characteristics

▪ The PLUS do not provide any protection against loss; you may lose up to your entire investment...

▪ The stated payout from the issuer applies only at maturity.

▪ Your potential return on the PLUS is limited to the maximum gain.

▪ You will not receive any interest payments.

▪ The amount payable on the PLUS is not linked to the value of the underlying index at any time other than the valuation date.

▪ Owning the PLUS is not the same as owning the index constituent stocks.

Risks Relating to Characteristics of the Underlying Index

▪ An investment in the PLUS involves market risk associated with the underlying index.

▪ There can be no assurance that the investment view implicit in the PLUS will be successful.

▪ The underlying index reflects price return, not total return.

▪ The PLUS is subject to small-capitalization stock risks.

▪ Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the PLUS.

▪ There is no affiliation between the index sponsor and TD, and TD is not responsible for any disclosure by such index sponsor.

Risks Relating to Estimated Value and Liquidity

▪ The estimated value of your PLUS is expected to be less than the public offering price of your PLUS.

▪ The estimated value of your PLUS is based on our internal funding rate.

▪ The estimated value of the PLUS 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 PLUS is not a prediction of the prices at which you may sell your PLUS in the secondary market, if any, and such secondary market prices, if any, will likely be less than the public offering price of your PLUS and may be less than the estimated value of your PLUS.

▪ The temporary price at which the agent may initially buy the PLUS in the secondary market may not be indicative of future prices of your PLUS.

▪ The underwriting 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 PLUS — sales in the secondary market may result in significant losses.

▪ If the value of the underlying index changes, the market value of your PLUS may not change in the same manner.

Risks Relating to General Credit Characteristics

▪ Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the PLUS.

Risks Relating to Hedging Activities and Conflicts of Interest

▪ There are potential conflicts of interest between you and the calculation agent.

▪ The valuation date, and therefore the maturity date, are subject to market disruption events and postponements.

▪ Trading and business activities by TD or its affiliates may adversely affect the market value of, and return on, the PLUS.

Risks Relating to Canadian and U.S. Federal Income Taxation

▪ Significant aspects of the tax treatment of the PLUS are uncertain.

Underlying Index

For information about the underlying index, including historical performance information, see “Information About the Underlying Index” in the preliminary pricing supplement.

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FAQ

What is TD's new Performance Leveraged Upside Securities (PLUS) offering based on Russell 2000 Index?

TD is offering PLUS securities due November 4, 2026, linked to the Russell 2000 Index with a $1,000 principal amount per PLUS. The securities feature a 300% leverage factor with a maximum gain of 19.65% and maximum payment at maturity of $1,196.50 per PLUS. These are senior debt securities with no interest payments and principal is at risk based on the underlying index performance.

What is the maximum return investors can earn on TD's Russell 2000 PLUS securities?

The maximum gain on TD's PLUS securities is capped at 19.65%, resulting in a maximum payment at maturity of $1,196.50 per PLUS (119.65% of the stated principal amount). Even if the Russell 2000 Index rises more than 6.55%, investors cannot earn more than the maximum payment due to this cap.

How much can investors lose on TD's PLUS securities if the Russell 2000 Index declines?

Investors can lose up to their entire investment in TD's PLUS securities. If the final index value is below the initial index value, investors will lose 1% for every 1% decline in the Russell 2000 Index. For example, if the index falls 50%, investors would lose 50% of their principal investment.

What is the estimated value of TD's PLUS securities compared to the offering price?

The estimated value of the PLUS on the pricing date is expected to be between $930.00 and $965.00 per PLUS, which is less than the public offering price of $1,000.00. This difference is due to factors including underwriting discount, offering expenses, and hedging costs.

When will TD's Russell 2000 PLUS securities be issued and mature?

The PLUS securities will have an original issue date of July 22, 2025 (3 business days after the July 17, 2025 pricing date), and will mature on November 4, 2026, subject to postponement for certain market disruption events as described in the product supplement.