TD's New European Index-Linked Notes Offer Protected Downside with Auto-Call Features

Rhea-AI Filing Summary

Toronto-Dominion Bank has filed a Free Writing Prospectus for Autocallable Strategic Accelerated Redemption Securities linked to the EURO STOXX 50® Index. Key features include:

• Principal amount of $10.00 per unit with approximately 5-year term
• Automatic call feature if the index reaches or exceeds 100% of starting value on observation dates
• Call amounts ranging from $10.70-$10.80 (Year 1) to $13.50-$14.00 (Year 5)
• If not called, investors face 1-to-1 downside exposure beyond 15% decline
• Maximum loss potential of 85% of principal

Key Risks: Credit risk of TD Bank, no guaranteed principal return, limited upside potential if called, and exposure to Eurozone market risks. The initial estimated value will be less than the public offering price, and secondary market value may be lower than both.

Positive

• Structured product offers potential returns of up to 40% over 5 years if called
• Built-in downside protection against first 15% of market decline
• Early call feature provides liquidity opportunities with predetermined attractive returns (7-8% in year 1, up to 14% in year 5)

Negative

• Principal is at risk with potential loss of up to 85% of investment
• Returns are capped even if underlying index performs better than call premium levels
• No interest payments or dividend benefits throughout the investment period
• Product exposes investors to significant Eurozone market and currency risks
• Notes are subject to TD Bank's credit risk with no FDIC protection

Filed Pursuant to Rule 433

Registration Statement No. 333-283969

AUTOCALLABLE STRATEGIC ACCELERATED REDEMPTION SECURITIES^®

Autocallable Strategic Accelerated Redemption Securities^® Linked to the EURO STOXX 50^® Index

	Issuer		The Toronto-Dominion Bank (“TD”)
	Principal Amount		$10.00 per unit
	Term		Approximately five years, if not called earlier
	Market Measure		The EURO STOXX 50® Index (Bloomberg symbol: “SX5E”)
	Automatic Call		The notes will be called automatically if the Observation Level of the Market Measure on any of the Observation Dates is equal to or greater than the Call Level
	Observation Level		The closing level of the Market Measure on any Observation Date
	Observation Dates		Approximately one, two, three, four and five years from the pricing date
	Call Level		100.00% of the Starting Value
	Call Amounts		[$10.70 to $10.80] if called on the first Observation Date, [$11.40 to $11.60] if called on the second Observation Date, [$12.10 to $12.40] if called on the third Observation Date, [$12.80 to $13.20] if called on the fourth Observation Date and [$13.50 to $14.00] if called on the final Observation Date , each to be determined on the pricing date
	Payout Profile at Maturity		If the notes are not called, 1-to-1 downside exposure to decreases in the Market Measure beyond a 15.00% decline, with up to 85.00% of your principal amount at risk
	Threshold Value		85.00% of the Starting Value
	Interest Payments		None
	Preliminary Offering Documents		http://www.sec.gov/Archives/edgar/data/947263/000114036125023804/ef20050967_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, depending on the performance of the Index 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 our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.

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

• If you attempt to sell the notes prior to maturity, their market value may be lower than both the public offering price and the initial estimated value of the notes on the pricing date.

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

• 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.

• Your return on the notes may be affected by factors affecting the international securities markets, specifically changes within the Eurozone. The Eurozone is and has been undergoing severe financial stress, and the political, legal and regulatory ramifications are impossible to predict. Changes within the Eurozone could adversely affect the performance of the Market Measure and, consequently, the value of the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar, which you would have received if you had owned the securities in the Market Measure during the term of your notes, although the level of the Market Measure may be adversely affected by general exchange rate movements in the market.

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.

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 Autocallable Strategic Accelerated Redemption Securities linked to in this filing?

TD's Autocallable Strategic Accelerated Redemption Securities are linked to the EURO STOXX 50® Index (Bloomberg symbol: 'SX5E'). Each unit has a principal amount of $10.00 with a term of approximately five years if not called earlier.

What are the potential call amounts for TD's Autocallable Securities at different observation dates?

The securities offer tiered call amounts: [$10.70 to $10.80] if called on the first year, [$11.40 to $11.60] if called on the second year, [$12.10 to $12.40] if called on the third year, [$12.80 to $13.20] if called on the fourth year, and [$13.50 to $14.00] if called on the final year observation date.

What is the downside risk protection for TD's Autocallable Securities?

If the notes are not called, investors face 1-to-1 downside exposure to decreases in the Market Measure beyond a 15.00% decline, with up to 85.00% of the principal amount at risk. The Threshold Value is set at 85.00% of the Starting Value.

What are the key credit and market risks of TD's Autocallable Securities?

The securities are subject to TD's credit risk, and changes in creditworthiness will affect their value. If TD becomes insolvent, investors may lose their entire investment. Additionally, if sold prior to maturity, the market value may be lower than both the public offering price and initial estimated value.

What is the automatic call feature of TD's Strategic Accelerated Redemption Securities?

The notes will be automatically called if the Observation Level (closing level) of the EURO STOXX 50® Index on any of the annual Observation Dates is equal to or greater than the Call Level, which is set at 100.00% of the Starting Value.