SEC Form FWP filed by Toronto Dominion Bank

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.

Any positive return on the notes is limited and may be less than a comparable investment directly in the stocks included in the Basket Components. The notes provide for a positive return if the value of the Basket increases or does not decrease by more than 10.00%. However, any positive return on the notes based on the appreciation of the Market Measure is limited to the return represented by the Capped Value and may be less than that of a comparable investment directly in the stocks included in the Basket Components.

Your potential for a positive return based on the depreciation of the Basket is limited by the Threshold Value and may be less than that of a comparable investment that takes a short position directly in the Basket Components (or the stocks included in the Basket Components). In addition, the absolute value return feature applies only if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value. Because the Threshold Value is 90.00% of the Starting Value, any positive return due to the depreciation of the Basket is limited to 10.00%. Any decline in the Ending Value from the Starting Value by more than 10.00% will result in a loss, rather than a positive return, on the notes. In contrast, for example, a short position in the Basket Components (or the stocks included in the Basket Components) would allow you to receive the full benefit of any decrease in the level of the Basket Components (or the stocks included in the Basket Components).

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.

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 securities included in the Basket Components, and you will not be entitled to receive securities or dividends or other distributions by the issuers of the securities included in the Basket Components.

Your return on the notes may be affected by factors affecting the international securities markets, specifically changes in the countries represented by the Basket Components. In addition, you will not obtain the benefit of any increase in the value of the currencies in which the securities in the Basket Components trade against the U.S. dollar which you would have received if you had owned the securities in the Basket Components during the term of your notes, although the value of the Basket may be adversely affected by general exchange rate movements in the market.

Recent executive orders could adversely affect your investment in the notes.