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ISSUER FREE WRITING PROSPECTUS
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Filed Pursuant to Rule 433
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Registration Statement No. 333-283969
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Dated March 27, 2025
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Callable Contingent Income Securities due April 8, 2027
Based on the Performance of the Nasdaq-100 Index®
Principal at Risk Securities
This document provides a summary of the terms of the Callable Contingent Income Securities (the “securities”). Investors should carefully
review the accompanying preliminary pricing supplement for the securities, the accompanying product supplement, the underlier supplement and the prospectus, as well as the “Risk Considerations” section below, before making an investment decision.
The securities do not guarantee any return of principal at maturity. Investors will not participate in any increase of the underlying index and must be willing to accept the risk of
not receiving any contingent quarterly coupons over the term of the securities. The securities are senior debt securities issued by The Toronto-Dominion Bank (“TD”), and all payments on the securities are subject to the credit risk of TD. As used
in this document, “TD,” "we," “us,” or “our” refers to The Toronto-Dominion Bank and its subsidiaries.
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SUMMARY TERMS
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Issuer:
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The Toronto-Dominion Bank
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Issue:
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Debt Securities, Series H
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Underlying index:
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Nasdaq-100 Index® (Bloomberg Ticker: “NDX”)
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Stated principal amount:
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$1,000.00 per security
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Minimum investment:
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$1,000 (1 security)
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Pricing date:
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April 4, 2025
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Original issue date:
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April 9, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
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Final determination date:
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April 5, 2027, subject to postponement for certain market disruption events, as described in the accompanying product supplement.
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Maturity date:
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April 8, 2027, subject to postponement for certain market disruption events, as described in the accompanying product supplement.
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Optional early
redemption:
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TD may elect, on or before any applicable determination date (other than the final determination date), to redeem the securities at its discretion in
whole, but not in part (an “issuer call”), on the contingent coupon payment date corresponding to such determination date (the “redemption date”), regardless of the index closing value of the underlying index on such determination date.
If TD elects to redeem the securities prior to maturity, the securities will be redeemed for an amount per security equal to the early redemption payment on the redemption date. No further payments will be made on the securities once
they have been redeemed. TD may elect to redeem the securities at its sole discretion regardless of the performance of the underlying index.
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Early redemption
payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any contingent quarterly coupon with respect to the
applicable determination date.
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Contingent quarterly
coupon: |
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If the index closing value on any determination date is greater than or equal to the coupon threshold level,
we will pay a contingent quarterly coupon of $20.00 (equivalent to 8.00% per annum of the stated principal amount) per security on the related contingent coupon payment date.
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If the index closing value on any determination date is less than the coupon threshold level, we will not
pay a contingent quarterly coupon with respect to that determination date.
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Determination dates:
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Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-trading days and certain market
disruption events as described in the accompanying product supplement
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Contingent coupon
payment dates:
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Quarterly (as set forth on the cover of the preliminary pricing supplement), subject to postponement for non-business days and
certain market disruption events as described in the accompanying product supplement
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Payment at maturity:
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If the final index value is greater than or equal to the downside threshold level:
(i) the stated principal amount plus (ii) any contingent quarterly coupon with respect to the final
determination date
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If the final index value is less than the downside threshold level:
(i) the stated principal amount plus (ii) the stated principal amount times the
underlying return
If the final index value is less than the downside threshold level, the payment at maturity will be less than 75% of the stated
principal amount and could be as low as zero.
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Underlying return:
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(final index value – initial index value) / initial index value
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Initial index value:
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The index closing value on the pricing date.
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Coupon threshold level:
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75% of the initial index value.
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Downside threshold
level:
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75% of the initial index value.
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Final index value:
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The index closing value on the final determination date.
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CUSIP / ISIN:
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89115H7E1 / US89115H7E11
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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Commission:
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$20.00 per stated principal amount
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Estimated value on the
pricing date:
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Expected to be between $940.00 and $975.00 per security. See “Risk Factors” in the preliminary pricing supplement.
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Preliminary pricing
supplement:
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HYPOTHETICAL PAYOUT
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The below figures are based on a hypothetical downside threshold level of 75% of the hypothetical initial index value and are purely hypothetical (the actual terms of your securities will be determined on the
pricing date and will be specified in the final pricing supplement).
Hypothetical Payment at Maturity if No Early Redemption Occurs
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Change in Underlying Index
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Payment at Maturity (excluding any
contingent quarterly coupon
payable at maturity)
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+50.00%
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$1,000.00
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+40.00%
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$1,000.00
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+30.00%
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$1,000.00
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+20.00%
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$1,000.00
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+10.00%
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$1,000.00
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0.00%
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$1,000.00
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-10.00%
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$1,000.00
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-20.00%
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$1,000.00
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-25.00%
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$1,000.00
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-26.00%
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$740.00
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-30.00%
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$700.00
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-40.00%
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$600.00
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-50.00%
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$500.00
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-60.00%
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$400.00
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-70.00%
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$300.00
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-80.00%
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$200.00
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-90.00%
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$100.00
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-100.00%
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$0.00
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A-1
You will find a link to the accompanying preliminary pricing supplement for the securities above and links to the accompanying product supplement, underlier supplement and accompanying prospectus for
the securities under “Additional Information About TD and the Securities” in the preliminary pricing supplement, which you should read and understand prior to investing in the securities.
The issuer has filed a registration statement (including a prospectus as supplemented by a product supplement, underlier 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 and product 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
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Risk of loss at maturity.
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Contingent repayment of stated principal amount only at maturity.
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You may not receive any contingent quarterly coupons.
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Greater expected volatility with respect to the underlying index generally reflects a higher contingent quarterly coupon and a higher expectation as of the pricing date that the final index value of the underlying
index could be less than the downside threshold level on the final determination date.
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TD may elect to redeem the securities at its discretion and the securities are subject to reinvestment risk.
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An investment in securities with contingent quarterly coupon and optional early redemption features may be more sensitive to interest rate risk than an investment in securities without such features.
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The contingent quarterly coupon, if any, is based solely on the index closing value or the final index value, as applicable.
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Your potential return on the securities is limited, you will not participate in any increase of the underlying index and you will not realize a return beyond the returns represented by the contingent quarterly
coupons received, if any, during the term of the securities.
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Risks Relating to Characteristics of the Underlying Index
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The level of the underlying index will be affected by various factors that interact in complex and unpredictable ways.
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There can be no assurance that the investment view implicit in the securities will be successful.
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The underlying index reflects price return, not total return.
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Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the securities.
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There is no affiliation between the index sponsor and TD, and TD is not responsible for any disclosure by the index sponsor.
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Risks Relating to Estimated Value and Liquidity
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The estimated value of your securities is expected to be less than the public offering price of your securities.
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The estimated value of your securities is based on our internal funding rate.
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The estimated value of the securities 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.
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The estimated value of your securities is not a prediction of the prices at which you may sell your securities in the secondary market, if any, and such secondary market prices, if any, will likely be less than
the public offering price of your securities and may be less than the estimated value of your securities.
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The temporary price at which the agent may initially buy the securities in the secondary market may not be indicative of future prices of your securities.
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The underwriting discount, offering expenses and certain hedging costs are likely to adversely affect secondary market prices.
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There may not be an active trading market for the securities — sales in the secondary market may result in significant losses.
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If the value of the underlying index changes, the market value of your securities may not change in the same manner.
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Risks Relating to General Credit Characteristics
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Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the securities.
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Risks Relating to Hedging Activities and Conflicts of Interest
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There are potential conflicts of interest between you and the calculation agent.
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The determination dates and related payment dates are subject to market disruption events and postponements.
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Trading and business activities by TD or its affiliates may adversely affect the market value of, and any amounts payable on, the securities.
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The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.
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Risks Relating to Canadian and U.S. Federal Income Taxation
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Significant aspects of the tax treatment of the securities are uncertain.
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Underlying Index
For information about the underlying index, including historical performance information, see “Information About the Underlying Index” in the preliminary pricing supplement.
A-2