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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 April 4, 2025
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Contingent Income Auto-Callable Securities due April 17, 2028
Based on the Performance of the Common Stock of Citigroup Inc.
Principal at Risk Securities
This document provides a summary of the terms of the Contingent Income Auto-Callable Securities (the “securities”).
Investors should carefully review the accompanying preliminary pricing supplement for the securities, the accompanying product 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 stock 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, “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 stock:
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Common Stock of Citigroup Inc. (Bloomberg Ticker: “C UN”)
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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 11, 2025
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Original issue date:
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April 16, 2025 (3 business days after the pricing date; see preliminary pricing supplement).
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Final determination
date:
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April 11, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
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Maturity date:
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April 17, 2028, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
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Early redemption:
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If the closing price of the underlying stock on any determination date other than the final determination date is greater than or
equal to the call threshold price, the securities will be automatically redeemed for an amount per security equal to the early redemption payment on the first contingent coupon payment date immediately following the related
determination date. No further payments will be made on the securities once they have been redeemed.
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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) the contingent quarterly coupon with respect to the applicable
determination date and any previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature.
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Contingent quarterly coupon:
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If the closing price on any determination date is greater than or equal to the downside threshold price, we will pay on the
related contingent coupon payment date a contingent quarterly coupon of $25.75 (equivalent to 10.30% per annum of the stated principal amount) per security, plus any previously unpaid contingent quarterly coupons with respect to any
previous determination dates pursuant to the memory coupon feature.
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If the closing price on any determination date is less than the downside threshold price, we will not pay a contingent
quarterly coupon on the related contingent coupon payment date.
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Memory coupon feature:
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If a contingent quarterly coupon is not paid on a contingent coupon payment date (other than the maturity date) because the closing price of the underlying stock on the
related determination date is less than the downside threshold price, such contingent quarterly coupon will be paid on a later contingent coupon payment date if the closing price of the underlying stock on the determination date
corresponding to such later contingent coupon payment date is greater than or equal to the downside threshold price. For the avoidance of doubt, once a previously unpaid contingent quarterly coupon has been paid on a later contingent
coupon payment date, it will not be made again on any subsequent contingent coupon payment date.
If the closing price of the underlying stock on each of the determination dates is less than the downside threshold price, you will receive no
contingent quarterly coupons during the term of, and will not receive a positive return on, the securities.
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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 share price is greater than or equal to the downside threshold price:
(i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the final determination date and any
previously unpaid contingent quarterly coupons with respect to any previous determination dates pursuant to the memory coupon feature.
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If the final share price is less than the downside threshold price:
(i) the stated principal amount multiplied by (ii) the share performance factor
If the final share price is less than the downside threshold price, the payment at maturity will be less than 65.00% of the stated principal amount
and could be as low as zero.
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Share performance
factor:
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Final share price divided by the initial share price
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Call threshold price:
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100.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Downside threshold
price:
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65.00% of the initial share price, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Initial share price:
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The closing price of the underlying stock on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product
supplement
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Final share price:
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The closing price of the underlying stock on the final determination date, as may be adjusted in the case of certain adjustment events as described in the accompanying
product supplement
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CUSIP / ISIN:
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89115HB48 / US89115HB482
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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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$22.50 per stated principal amount
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Estimated value on
the pricing date:
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Expected to be between $935.00 and $970.00 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 price of 65.00% of a hypothetical initial share price 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 Stock
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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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-30.00%
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$1,000.00
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-35.00%
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$1,000.00
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-36.00%
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$640.00
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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 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 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 stock generally reflects a higher contingent quarterly coupon and a higher expectation as of the pricing date that the final share price of the underlying
stock could be less than the downside threshold price on the final determination date.
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The securities are subject to reinvestment risk in the event of an early redemption.
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The contingent quarterly coupon, if any, is based solely on the closing price or the final share price, as applicable.
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Your potential return on the securities is limited, you will not participate in any appreciation of the underlying stock 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 Stock
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The securities are subject to risks associated with investments in single equity securities.
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There can be no assurance that the investment view implicit in the securities will be successful.
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There is no affiliation between TD and the underlying stock issuer.
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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 price of the underlying stock 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 calculation agent can make antidilution and other adjustments that may adversely affect the market value of, and any amounts payable on, the securities.
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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 Stock
For information about the underlying stock, including historical performance information, see “Information About the Underlying Stock” in the preliminary pricing supplement.
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