[FWP] Toronto Dominion Bank Free Writing Prospectus

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is marketing a 3-year Autocallable Contingent Coupon Security linked to the share performance of Advanced Micro Devices, Inc. (AMD). The note offers a contingent coupon of at least 10.75% p.a., paid quarterly only when AMD’s closing price on each valuation date is at or above a 60% coupon barrier. If AMD closes at or above its initial level on any quarterly valuation date (after the first six months), the note is automatically redeemed at par plus the current coupon.

At maturity, provided the note has not been autocalled, investors receive:

• Par ($1,000) if AMD’s final price is at or above the 60% final barrier.
• Par minus the full downside (1-for-1) if AMD finishes below the barrier, exposing investors to a potential 100% loss of principal.

The structure delivers no upside participation in AMD beyond the fixed coupons and embeds several notable risks: equity downside, coupon deferral, early redemption limiting income, Citi credit risk, liquidity constraints (no exchange listing) and uncertain U.S. tax treatment. The pricing supplement warns that the note’s estimated value on the pricing date will be below the issue price, reflecting selling concessions, hedging costs and dealer profit.

Positive

• Attractive headline yield: minimum 10.75% annual coupon potential, paid quarterly if conditions met.
• 60% coupon & final barrier offers partial downside buffer versus AMD spot price.
• Automatic early redemption can return capital quickly if AMD performs well, boosting annualized yield.
• Citi guarantee: Backed by an investment-grade financial institution rather than AMD credit risk.

Negative

• Principal at risk: 1-for-1 downside below 60% barrier can lead to total loss at maturity.
• Coupons not guaranteed; no payment in any quarter AMD closes below barrier.
• No upside participation beyond fixed coupons; early call truncates income in bullish scenarios.
• Liquidity risk: Unlisted security may be hard to sell before maturity.
• Estimated value below issue price, creating negative mark-to-market from day one.
• Uncertain U.S. tax treatment may complicate after-tax returns.

Insights

Structured Products Analyst

TL;DR: High headline yield but full downside to AMD below 60%; largely neutral overall given asymmetric payoff.

The security targets income-oriented investors comfortable swapping equity upside for double-digit coupons. A 60% barrier offers moderate protection, yet AMD’s historical volatility (≈45% 1-yr) means breach risk is material. Automatic call mechanics cap coupon accrual if AMD rallies, reducing expected returns in bullish scenarios. Because coupon payments cease during drawdowns, the note may underperform straight AMD shares in most paths save for tight trading ranges. Citi’s investment-grade profile mitigates credit concerns, but the embedded discount (issue vs. estimated value) suggests negative carry day one. Overall impact is risk-skewed: attractive to yield seekers, but inappropriate for those unwilling to accept equity-like downside.

Portfolio Risk Manager

TL;DR: Product shifts tail risk to investor; downside exceeds upside—view as speculative.

From a portfolio construction angle, the note behaves as long AMD delta plus short volatility with hard cap on gains. Investors earn coupons only if AMD stays resilient; otherwise they absorb losses dollar-for-dollar below a 40% drop. Given tech sector cyclicality, the probability distribution is negatively skewed. Limited secondary liquidity and unclear tax treatment further reduce attractiveness. Unless one has a firm view that AMD will remain above 60% of today’s price for three years, a mix of cash-secured puts or dividend risk arbitrage may yield superior risk-adjusted returns.

	ISSUER FREE WRITING PROSPECTUS
	Filed Pursuant to Rule 433
	Registration Statement No. 333-283969
	Dated July 15, 2025

Buffered PLUS Based on the Value of the S&P 500^® Index due February 3, 2028

Performance Leveraged Upside Securities^SM

Principal at Risk Securities

This document provides a summary of the terms of the Buffered Performance Leveraged Upside Securities^SM (the “Buffered PLUS”). Investors should carefully review the accompanying preliminary pricing supplement for the Buffered 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 Buffered PLUS do not guarantee the full return of principal at maturity and you could lose some and up to 90% of your investment. The Buffered PLUS are senior debt securities issued by The Toronto-Dominion Bank (“TD”), and all payments on the Buffered 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 Buffered PLUS
Issue price:	$1,000.00 per Buffered PLUS
Minimum investment:	$1,000.00 (1 Buffered PLUS)
Coupon:	None
Pricing date:	July 31, 2025
Original issue date:	August 5, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
Valuation date:	January 31, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Maturity date:	February 3, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
Payment at maturity per Buffered 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, but not by more than the buffer amount: $1,000.00 ◾ If the final index value is less than the initial index value by more than the buffer amount: $1,000.00 + [$1,000.00 × (underlying return + buffer amount)] If the final index value is less than the initial index value by more than the buffer amount, you will lose 1% for every 1% that the final index value falls below the initial index value in excess of the buffer amount and could lose up to 90% of your investment in the Buffered PLUS.
Buffer amount:	10%
Underlying return:	(final index value – initial index value) / initial index value
Leverage factor:	200%
Leveraged upside payment:	$1,000.00 × leverage factor × underlying return
Maximum gain:	21.40%
Maximum payment at maturity:	$1,214.00 per Buffered PLUS (121.40% 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:	89115HL47 / US89115HL473
Listing:	The Buffered PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
Commission:	$30.00 per stated principal amount.
Estimated value on the pricing date:	Expected to be between $925.00 and $960.00 per Buffered PLUS. See “Risk Factors” in the preliminary pricing supplement.
Preliminary pricing supplement	http://www.sec.gov/Archives/edgar/data/947263/000114036125025852/ef20052004_424b2.htm

HYPOTHETICAL PAYOUT

The below figures are based on the leverage factor of 200% and maximum gain of 21.40% and are purely hypothetical (the actual terms of your Buffered 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%	$1,214.00
+30.000%	$1,214.00
+20.000%	$1,214.00
+10.70%	$1,214.00
+9.000%	$1,180.00
+6.000%	$1,120.00
+3.000%	$1,060.00
0.000%	$1,000.00
-5.000%	$1,000.00
-10.000%	$1,000.00
-20.000%	$900.00
-30.000%	$800.00
-40.000%	$700.00
-50.000%	$600.00
-60.000%	$500.00
-70.000%	$400.00
-80.000%	$300.00
-90.000%	$200.00
-100.000%	$100.00

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

▪ You may lose up to 90% of your investment in the Buffered PLUS.

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

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

▪ You will not receive any interest payments.

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

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

Risks Relating to Characteristics of the Underlying Index

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

▪ There can be no assurance that the investment view implicit in the Buffered 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 Buffered 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 Buffered PLUS is expected to be less than the public offering price of your Buffered PLUS.

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

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

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

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

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

▪ Significant aspects of the tax treatment of the Buffered 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 coupon does Citigroup's AMD-linked note pay?

The contingent coupon is at least 10.75% per year, paid quarterly when AMD closes at or above 60% of its initial level.

When can the AMD-linked autocall note be redeemed early?

Starting six months after issuance, the note is automatically called on any quarterly valuation date that AMD closes at or above its initial price.

How much principal could I lose on this Citigroup (C) structured note?

If AMD finishes below the 60% final barrier at maturity, you lose 1% of principal for every 1% decline, up to a 100% loss.

Is there any upside to AMD's share price beyond the coupons?

No. Investors do not participate in AMD price appreciation; gains are limited to coupon payments and any early redemption premium (par + coupon).

Who bears the credit risk on the 3-Year Autocallable Note?

All payments depend on Citigroup Global Markets Holdings Inc. and guarantor Citigroup Inc.; AMD credit quality is irrelevant.

Will the security trade on an exchange?

No. The note will not be listed, so secondary market liquidity may be limited or unavailable.