[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 iShares MSCI Emerging Markets ex China ETF. The structured product offers:

• Principal amount of $10.00 per unit with approximately 14-month term
• 300% upside participation rate (3-to-1) up to a capped value of $11.20-$11.60 (12-16% max return)
• 1-to-1 downside exposure with no principal protection

Key risks include: credit risk of TD, capped upside potential, potential 100% principal loss, foreign currency exchange risk, and emerging markets exposure. The notes will not be exchange-listed and have no interest payments. The initial estimated value will be less than the public offering price, and secondary market prices may result in substantial losses.

Positive

• 3-to-1 upside exposure (300% participation rate) to increases in Emerging Markets ex-China ETF, offering enhanced potential returns
• Maximum potential return of 12-16% over 14-month term, providing defined upside opportunity
• Product offers exposure to emerging markets while excluding China-specific risks

Negative

• 100% principal at risk with full downside exposure to ETF losses
• Returns are capped at $11.20-$11.60 per unit, limiting upside potential beyond 12-16%
• No interest payments or dividends during the 14-month term
• Initial estimated value will be less than the public offering price, indicating immediate paper loss
• Limited liquidity due to no exchange listing and likely unfavorable secondary market pricing

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

ACCELERATED RETURN NOTES^® (ARNs^®)

ARNs^® Linked to the iShares^® MSCI Emerging Markets ex China ETF

	Issuer		The Toronto-Dominion Bank (“TD”)
	Principal Amount		$10.00 per unit
	Term		Approximately fourteen months
	Market Measure		The iShares® MSCI Emerging Markets ex China ETF (Bloomberg symbol: “EMXC”)
	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		[$11.20 to $11.60] per unit, a [12.00% to 16.00%] 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/947263/000114036125023591/ef20050888_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 foreign currency exchange rate risk.

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

● The notes are subject to risks associated with emerging markets.

● The Market Measure commenced trading recently and has limited actual historical information.

● A limited number of equity securities held by the Market Measure may affect its price.

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%
4.67%	$11.40	14.00%
10.00%	$11.40	14.00%
20.00%	$11.40	14.00%
30.00%	$11.40	14.00%
40.00%	$11.40	14.00%
50.00%	$11.40	14.00%

(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 MSCI Emerging Markets ex China ETF offering?

TD is offering ARNs with a $10.00 per unit principal amount linked to the iShares MSCI Emerging Markets ex China ETF (EMXC). The notes feature 3-to-1 upside exposure (300% participation rate) up to a capped value of [$11.20 to $11.60], with 1-to-1 downside exposure and a term of approximately fourteen months. The investment does not provide interest payments.

What is the maximum return potential for TD's ARNs linked to EMXC?

The maximum return potential is capped at [$11.20 to $11.60] per unit, representing a [12.00% to 16.00%] return over the principal amount. This will be finalized on the pricing date. Despite the 300% participation rate in the Market Measure's gains, returns are limited to this capped value.

What are the main risks of investing in TD's ARNs linked to EMXC?

Key risks include: 1) No guaranteed principal return - investors can lose up to 100% of their investment, 2) Credit risk of TD as the issuer, 3) Limited upside potential due to the capped value, 4) Initial estimated value will be less than the public offering price, 5) Secondary market prices likely to be less than public offering price, and 6) Exposure to emerging markets and foreign currency exchange rate risks.

How does the downside protection work for TD's ARNs?

There is no downside protection for these ARNs. Investors have 1-to-1 downside exposure to decreases in the Market Measure (EMXC), meaning they can lose up to 100% of their principal. For example, if the Market Measure decreases by 50%, investors will lose 50% of their principal amount.

Will TD's ARNs be listed on an exchange?

No, these ARNs will not be listed on any exchange, which may limit their liquidity and make them difficult to sell in the secondary market.