 |
Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated September 5, 2025
|
|
Market Linked Securities – Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Nasdaq-100 Index® due September 24, 2029
Term Sheet to Preliminary Pricing Supplement dated September 5, 2025
|
|
Summary of Terms
|
Issuer:
|
The Toronto-Dominion Bank (the “Bank”)
|
|||
|
Underwriters:
|
TD Securities (USA) LLC and Wells Fargo Securities, LLC
|
|||
|
Market Measure:
|
Nasdaq-100 Index® (the “Index”) (Bloomberg Ticker: NDX)
|
|||
|
Pricing Date*:
|
September 19, 2025
|
|||
|
Issue Date*:
|
September 24, 2025
|
|||
|
Face Amount and
Original Offering Price:
|
$1,000 per security
|
|||
|
Automatic Call:
|
If the closing level of the Index on any call date is greater than or equal to the starting level, the securities will be automatically called, and on the related call settlement
date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium applicable to the relevant call date.
|
|||
|
Call Dates* and Call
Premiums
|
Call Date
|
Call Premium*
|
||
|
September 24, 2026
|
At least 7.80% of the face amount
|
|||
|
September 24, 2027
|
At least 15.60% of the face amount
|
|||
|
September 25, 2028
|
At least 23.40% of the face amount
|
|||
|
September 19, 2029
(the “final calculation day”) |
At least 31.20% of the face amount
|
|||
|
Call Settlement Date:
|
Three business days after the applicable call date (if the securities are called on the last call date, the call settlement date will be the stated maturity date)
|
|||
|
Maturity Payment
Amount (per security):
|
If the securities are not automatically called, then on the stated maturity date, you will be
entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per security will equal:
• if the ending level is less than the starting level but greater than or equal to the threshold level: $1,000; or
• if the ending level is less than the threshold level:
$1,000 minus:
 |
|||
|
Stated Maturity Date*:
|
September 24, 2029
|
|||
|
Starting Level:
|
The closing level of the Index on the pricing date
|
|||
|
Ending Level:
|
The closing level of the Index on the final calculation day
|
|||
|
Threshold Level:
|
70% of the starting level
|
|||
|
Calculation Agent:
|
The Bank
|
|||
|
Denominations:
|
$1,000 and any integral multiple of $1,000
|
|||
|
Agent Discount**:
|
Up to 2.575%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 2.00%, and WFA will receive a distribution expense fee of 0.075%.
|
|||
|
CUSIP / ISIN:
|
89115HTU1 / US89115HTU13
|
|||
|
Material Canadian and
U.S. Tax Consequences:
|
See the preliminary pricing supplement.
|
|||
| * |
Subject to change.
|
| ** |
In respect of certain securities, we may pay a fee of up to $3.00 per security to selected securities dealers for marketing and other services in connection with the distribution of the securities to
other securities dealers.
|
Hypothetical Payout Profile (maturity payment amount)***
| *** |
assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date.
|
If the securities are not automatically called and the ending level is less than the threshold level, you will have full downside exposure to the
decrease in the level of the Index from the starting level and will lose more than 30%, and possibly all, of the face amount of your securities at maturity.
Any positive return on the securities will be limited to the applicable call premium, even if the closing level on the applicable call date exceeds
the starting level by significantly more than the percentage represented by such call premium. You will not participate in any appreciation of the Index.
Our estimated value of the securities at the time the terms of your securities are set on the pricing date is expected to be
between $930.00 and $960.00 per security. The estimated value is expected to be less than the public offering price of the securities. See “Estimated Value of the Securities” in the preliminary pricing supplement.
Preliminary pricing supplement:
|
This introductory term sheet does not provide all of the information that an investor should consider prior to
making an investment decision. The securities have complex features and investing in the securities involves a number of risks. See “Selected Risk Considerations” beginning on page P-10 of the preliminary pricing
supplement, “Risk Factors” beginning on page PS-5 of the product supplement MLN-WF-1 dated February 26, 2025 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated February 26, 2025 (the “prospectus”). The
securities are not a bank deposit and not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of Canada or the United
States.
|
Selected Risk Considerations
The risks set forth below are discussed in detail in “Selected Risk Considerations” in the preliminary pricing supplement, “Risk Factors” in the product supplement and
“Risk Factors” in the prospectus. Please review those risk disclosures carefully.
Risks Relating To The Securities Generally
| • |
If The Securities Are Not Automatically Called And The Ending Level Is Less Than The Threshold Level, You Will Lose More Than 30%, And Possibly All, Of The Face Amount Of Your Securities At Stated
Maturity.
|
| • |
No Periodic Interest Will Be Paid On The Securities.
|
| • |
The Potential Return On The Securities Is Limited To The Call Premium.
|
| • |
You Will Be Subject To Reinvestment Risk.
|
| • |
Each Call Date (Including The Final Calculation Day) And The Related Call Settlement Date (Including The Stated Maturity Date) Is Subject To Market Disruption Events And Postponements.
|
| • |
The Return On Your Securities May Change Significantly Despite Only A Small Change In The Level Of The Index.
|
Risks Relating To An Investment In The Bank’s Debt Securities, Including The Securities
| • |
Investors Are Subject To The Bank’s Credit Risk, And The Bank’s Credit Ratings And Credit Spreads May Adversely Affect The Market Value Of The Securities.
|
Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
| • |
The Estimated Value Of Your Securities Is Expected To Be Less Than The Original Offering Price Of Your Securities.
|
| • |
The Estimated Value Of Your Securities Is Based On Our Internal Funding Rate.
|
| • |
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.
|
| • |
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 Original Offering Price Of Your Securities And May Be Less Than The Estimated Value Of Your Securities.
|
| • |
The Temporary Price At Which We May Initially Buy The Securities In The Secondary Market May Not Be Indicative Of Future Prices Of Your Securities.
|
| • |
The Agent 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 Securities — Sales In The Secondary Market May Result In Significant Losses.
|
|
•
|
If The Level Of The Index Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
|
Risks Relating To The Index
| • |
The Index Reflects Price Return Only And Not Total Return.
|
| • |
Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Index And Therefore The Securities Are Subject To The Following Risks, Each
As Discussed In More Detail In The Accompanying Product Supplement.
|
| • |
Investing In The Securities Is Not The Same As Investing In The Index.
|
| • |
Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Securities.
|
| • |
Changes That Affect An Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
|
| • |
We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In Any Index.
|
| • |
We And Our Affiliates And The Agents And Their Affiliates Have No Affiliation With Any Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.
|
Risks Relating To Hedging Activities And Conflicts Of Interest
| • |
Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
|
| • |
There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
|
Risks Relating To Canadian And U.S. Federal Income Taxation
|
•
|
The Tax Consequences Of An Investment In The Securities Are Unclear.
|
|
|
The Bank has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the Bank and this offering. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the Bank, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Wells Fargo
Securities, LLC at 866-346-7732.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and
non-bank affiliates of Wells Fargo & Company.
2