[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

Toronto Dominion Bank has filed a Free Writing Prospectus for Trigger PLUS (Performance Leveraged Upside Securities) based on the S&P 500 Index, due August 5, 2031. These senior debt securities offer leveraged upside potential with conditional downside protection.

Key terms include:

• Principal amount: $1,000 per security
• Leverage factor: 108.63% for positive index returns
• Downside protection until trigger level of 85% of initial index value
• No periodic interest payments
• Estimated value between $905-$940 per security

Investment risks include potential for significant principal loss if the index falls below trigger level, credit risk of TD Bank, no secondary market liquidity, and uncertain tax treatment. The securities offer leveraged upside participation in S&P 500 gains while protecting against moderate market declines, but investors could lose their entire investment in a severe market downturn.

	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283969
	Dated June 26, 2025

Trigger PLUS Based on the Value of the S&P 500^® Index due August 5, 2031

Performance Leveraged Upside Securities^SM

Principal at Risk Securities

This document provides a summary of the terms of the Trigger Performance Leveraged Upside Securities^SM (the “Trigger PLUS”). Investors should carefully review the accompanying preliminary pricing supplement for the Trigger 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 Trigger PLUS do not guarantee any return of principal at maturity and you could lose a significant portion or all of your investment. The Trigger PLUS are senior debt securities issued by The Toronto-Dominion Bank (“TD”), and all payments on the Trigger 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:		S&P 500® Index (Bloomberg Ticker: “SPX”)
	Stated principal amount:		$1,000.00 per Trigger PLUS
	Issue price:		$1,000.00 per Trigger PLUS
	Minimum investment:		$1,000.00 (1 Trigger 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:		July 31, 2031, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
	Maturity date:		August 5, 2031, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
	Payment at maturity per Trigger PLUS:		◾ If the final index value is greater than the initial index value: $1,000.00 + leveraged upside payment ◾ If the final index value is less than or equal to the initial index value but greater than or equal to the trigger level: $1,000.00 ◾ If the final index value is less than the trigger level: $1,000.00 + ($1,000.00 × underlying return) If the final index value is less than the trigger level, 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 Trigger PLUS.
	Underlying return:		(final index value – initial index value) / initial index value
	Leverage factor:		108.63%
	Leveraged upside payment:		$1,000.00 × leverage factor × underlying return
	Trigger level:		85% of the initial index value
	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:		89115HHH3 / US89115HHH30
	Listing:		The Trigger PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
	Commission:		$35.00 per stated principal amount.
	Estimated value on the pricing date:		Expected to be between $905.00 and $940.00 per Trigger PLUS. See “Risk Factors” in the preliminary pricing supplement.
	Preliminary pricing supplement		http://www.sec.gov/Archives/edgar/data/947263/000114036125023736/ef20051078_424b2.htm

HYPOTHETICAL PAYOUT

The below figures are based on the leverage factor of 108.63% and are purely hypothetical (the actual terms of your Trigger 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%	$1,434.52
+30.000%	$1,325.89
+20.000%	$1,217.26
+10.000%	$1,108.63
0.000%	$1,000.00
-5.000%	$1,000.00
-10.000%	$1,000.00
-15.000%	$1,000.00
-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 Trigger PLUS above and links to the accompanying product supplement, underlier supplement and prospectus for the Trigger PLUS under “Additional Information About TD and the Trigger PLUS” in the preliminary pricing supplement, which you should read and understand prior to investing in the Trigger 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

▪ Risk of significant loss at maturity; you may lose up to your entire investment.

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

▪ You will not receive any interest payments.

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

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

Risks Relating to Characteristics of the Underlying Index

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

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

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

▪ Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the Trigger 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 Trigger PLUS is expected to be less than the public offering price of your Trigger PLUS.

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

▪ The estimated value of the Trigger 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 Trigger PLUS is not a prediction of the prices at which you may sell your Trigger 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 Trigger PLUS and may be less than the estimated value of your Trigger PLUS.

▪ The temporary price at which the agent may initially buy the Trigger PLUS in the secondary market may not be indicative of future prices of your Trigger 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 Trigger PLUS — sales in the secondary market may result in significant losses.

▪ If the value of the underlying index changes, the market value of your Trigger 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 Trigger 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 Trigger PLUS.

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

▪ Significant aspects of the tax treatment of the Trigger 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 are TD's Trigger PLUS securities based on S&P 500 and when do they mature?

TD's Trigger PLUS (Performance Leveraged Upside Securities) are based on the S&P 500 Index and mature on August 5, 2031. They are senior debt securities with a stated principal amount of $1,000 per PLUS, offering leveraged upside potential with a leverage factor of 108.63%.

What is the potential return structure of TD's Trigger PLUS (CUSIP: 89115HHH3)?

The return structure has three scenarios: 1) If final index value is above initial value, investors receive $1,000 plus a leveraged upside payment (108.63% participation), 2) If final value is below initial but above 85% trigger level, investors receive $1,000, 3) If below trigger level, investors lose 1% for every 1% decline in the index and could lose entire investment.

What is the estimated value of TD's Trigger PLUS at pricing date?

The estimated value of TD's Trigger PLUS at pricing date is expected to be between $905.00 and $940.00 per security, which is less than the public offering price of $1,000. This difference is due to underwriting discount, offering expenses, and hedging costs.

What are the key risks of investing in TD's S&P 500-linked Trigger PLUS?

Key risks include: 1) Potential for significant loss of principal at maturity, 2) Credit risk of The Toronto-Dominion Bank, 3) No interest payments, 4) Limited liquidity as securities won't be listed on any exchange, 5) Estimated value less than offering price, and 6) Market risk associated with the S&P 500 Index performance.

When will TD's Trigger PLUS be issued and what is the minimum investment?

The Trigger PLUS will be issued on July 22, 2025 (3 business days after the July 17, 2025 pricing date). The minimum investment is $1,000, which equals one Trigger PLUS security.