SEC Form FWP filed by Toronto Dominion Bank

Issuer:

The Toronto-Dominion Bank

Issue:

Senior Debt Securities, Series H

Underlying stocks:

Common Stock of Chevron Corporation (Bloomberg Ticker: “CVX UN”)

Common Stock of Exxon Mobil Corporation (Bloomberg Ticker: “XOM UN”)

Stated principal amount:

$1,000.00 per security

Minimum Investment:

$1,000.00 (1 security)

Pricing date:

August 28, 2025

Original issue date:

September 3, 2025 (3 business days after the pricing date; see preliminary pricing supplement).

Final determination date:

August 30, 2027, subject to postponement for certain market disruption events and as described in the accompanying product supplement.

Maturity date:

September 2, 2027, subject to postponement for certain market disruption events and as described in the accompanying product supplement.

Early redemption:

If the closing prices of all of the underlying stocks on any observation period end-date other than the first observation period end-date and the final observation period end-date are greater than or equal to their respective call threshold prices, 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 observation period end-date. No further payments will be made on the securities once they have been redeemed. The securities will not be redeemed early on any contingent coupon payment date if the closing price of any underlying stock is below its call threshold price on the related observation period end-date.

Early redemption payment:

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 quarterly observation period.

Contingent quarterly

coupon:

■

If the closing prices of all of the underlying stocks on each trading day during the applicable quarterly observation period are greater than or equal to their respective coupon threshold prices, we will pay a contingent quarterly coupon of $25.00 (equivalent to 10.00% per annum of the stated principal amount) per security on the related contingent coupon payment date.

■

If the closing price of any underlying stock on any trading day during the applicable quarterly observation period is less than its coupon threshold price, we will not pay a contingent quarterly coupon with respect to that quarterly observation period.

It is possible that any underlying stock will remain below its downside threshold price on at least one trading day during most or all of the quarterly observation periods so that you will receive few or no contingent quarterly coupons

Observation period end-
dates:

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.

Quarterly observation

period:

The first quarterly observation period will consist of each trading day from but excluding the pricing date to and including the first observation period end-date. Each subsequent quarterly observation period will consist of each trading day from but excluding an observation period end-date to and including the next following observation period end-date.

Contingent coupon

payment dates:

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.

Payment at maturity:

■

If the final share prices of all of the underlying stocks are greater than or equal to their respective downside threshold prices:

(i) the stated principal amount plus (ii) any contingent quarterly coupon otherwise payable with respect to the final quarterly observation period

■

If the final share price of any underlying stock is less than its downside threshold price:

(i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying stock

If the final share price of any underlying stock is less than its downside threshold price, the payment at maturity will be less than 70.00% of the stated principal amount and could be as low as zero.

Underlying return:

(final share price – initial share price) / initial share price

Worst performing

underlying stock:

The underlying stock with the lowest underlying return

Call threshold price*:

With respect to each underlying stock, 100.00% of its initial share price. The actual call threshold prices will be determined on the pricing date.

Coupon threshold price*:

With respect to each underlying stock, 70.00% of its initial share price. The actual coupon threshold prices will be determined on the pricing date.

Downside threshold price*:

With respect to each underlying stock, 70.00% of its initial share price. The actual downside threshold prices will be determined on the pricing date.

Initial share price*:

With respect to each underlying stock, the closing price of such underlying stock on the pricing date.

Final share price*:

With respect to each underlying stock, the closing price on the final observation period end-date.

CUSIP / ISIN:

89115HRZ2 / US89115HRZ28

Listing:

The securities will not be listed or displayed on any securities exchange or any electronic communications network.

Commission:

$19.50 per stated principal amount

Estimated value on the

pricing date:

Expected to be between $925.00 and $960.00 per security. See “Risk Factors” in the preliminary pricing supplement.

Preliminary pricing

supplement

http://www.sec.gov/Archives/edgar/data/947263/000114036125032211/ef20054330_424b2.htm