[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

Toronto Dominion Bank has filed a Free Writing Prospectus for Accelerated Return Notes (ARNs) linked to the SPDR EURO STOXX 50 ETF. The offering features:

• Principal Amount: $10.00 per unit with approximately 14-month term
• Key Features: 300% upside participation rate (capped at $11.65-$12.05), 1:1 downside exposure
• Maximum Return: 16.50% to 20.50% over principal amount
• Risk Factors: No principal protection, credit risk exposure to TD, limited returns due to cap, currency exchange risks

The notes provide leveraged exposure to the European equity market through the FEZ ETF, with potential for significant losses. Notable risks include market risk, issuer credit risk, and limited upside potential due to the capped structure. The notes will not be listed on any exchange, potentially limiting liquidity.

Positive

• Enhanced upside potential with 300% participation rate on EURO STOXX 50 ETF gains up to the cap
• Limited maximum upside potential of 16.50-20.50% return over 14-month term provides defined yield opportunity
• Principal-protected structure on the upside with 1:3 leverage ratio offers amplified returns in bullish scenarios

Negative

• Full downside exposure with potential 100% principal loss if ETF declines
• Upside capped at $11.65-$12.05 per unit limits profit potential in strong bull markets
• No interest payments or dividends during the 14-month term
• Credit risk exposure to Toronto-Dominion Bank could impact note value
• Initial estimated value will be less than the public offering price indicating embedded costs

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

ACCELERATED RETURN NOTES^® (ARNs^®)

ARNs^® Linked to the SPDR^® EURO STOXX 50^® ETF

	Issuer		The Toronto-Dominion Bank (“TD”)
	Principal Amount		$10.00 per unit
	Term		Approximately fourteen months
	Market Measure		The SPDR® EURO STOXX 50® ETF (Bloomberg symbol: “FEZ”)
	Payout Profile at Maturity		• 3-to-1 upside exposure to increases in the Market Measure, subject to the Capped Value • 1-to-1 downside exposure to decreases in the Market Measure, with up to 100.00% of your principal at risk
	Participation Rate		300.00%
	Capped Value		[$11.65 to $12.05] per unit, a [16.50% to 20.50%] return over the principal amount, to be determined on the pricing date
	Interest Payments		None
	Preliminary Offering Documents		http://www.sec.gov/Archives/edgar/data/947263/000114036125023484/ef20050828_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:

• Depending on the performance of the Market Measure as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.

• 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.

• Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the Market Measure or the securities held by the Market Measure.

• 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 Market Measure or the securities held by the Market Measure, and you will not be entitled to receive any shares of the Market Measure or the securities held by the Market Measure, or any dividends or other distributions in respect of the Market Measure or the securities held by the Market Measure.

• There are liquidity and management risks associated with the Market Measure.

• The performance of the Market Measure may not correlate with the performance of its underlying index as well as the net asset value per share of the Market Measure, especially during periods of market volatility when the liquidity and the market price of the shares of the Market Measure and/or the securities held by the Market Measure may be adversely affected, sometimes materially.

• Payments on the notes will not be adjusted for all corporate events that could affect the Market Measure.

• The notes are subject to risks associated with foreign securities markets.

• The notes are subject to foreign currency exchange rate risk.

Final terms 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%
-75.00%	$2.50	-75.00%
-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%
-5.00%	$9.50	-5.00%
0.00%	$10.00	0.00%
2.00%	$10.60	6.00%
4.00%	$11.20	12.00%
6.00%	$11.80	18.00%
6.17%	$11.85(1)	18.50%
10.00%	$11.85	18.50%
20.00%	$11.85	18.50%
30.00%	$11.85	18.50%
40.00%	$11.85	18.50%
50.00%	$11.85	18.50%

(1) The Redemption Amount per unit cannot exceed the hypothetical Capped 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 are TD's Accelerated Return Notes (ARNs) linked to SPDR EURO STOXX 50 ETF offering in June 2025?

TD is offering ARNs with a $10.00 per unit principal amount, linked to the SPDR EURO STOXX 50 ETF (FEZ). The notes feature 3-to-1 upside exposure (300% participation rate) to increases in the ETF, capped at [$11.65 to $12.05] per unit, with 1-to-1 downside exposure and no principal protection. The term is approximately fourteen months with no interest payments.

What is the maximum return potential for TD's EURO STOXX 50 ARNs?

The maximum return potential is capped at [$11.65 to $12.05] per unit, representing a [16.50% to 20.50%] return over the principal amount. This cap will be finalized on the pricing date. Even if the underlying ETF performs better, investors cannot earn more than the capped value.

What are the key risks of investing in TD's ARNs linked to EURO STOXX 50 ETF?

Key risks include: 1) No principal protection - investors can lose up to 100% of their investment, 2) Credit risk of TD, 3) Limited upside potential due to the capped value, 4) Foreign securities market risks and currency exchange rate risks, 5) The initial estimated value will be less than the public offering price, and 6) Limited secondary market liquidity with potential for substantial losses if sold before maturity.

How does the payoff structure work for TD's EURO STOXX 50 linked ARNs?

The payoff structure provides 300% participation in positive ETF returns up to the capped value (maximum [16.50% to 20.50%] return). For negative returns, investors face 1-to-1 downside exposure, meaning if the ETF declines 20%, investors lose 20% of their principal. The notes pay no interest during their approximately fourteen-month term.