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Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated September 19, 2025
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Market Linked Securities—Contingent Fixed Return and Fixed Percentage Buffered
Downside Principal at Risk Securities Linked to the Lowest Performing of the common stock of Meta Platforms, Inc. and the common stock of
NVIDIA
Corporation due November 5, 2026
Term Sheet to the Preliminary Pricing Supplement dated September 19, 2025
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Summary of Terms
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Issuer:
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The Toronto-Dominion Bank (the “Bank”)
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Underwriters:
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TD Securities (USA) LLC and Wells Fargo Securities, LLC
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Market Measure:
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The common stock of Meta Platforms, Inc. and the common stock of NVIDIA Corporation each referred to as an “Underlying Stock,” and collectively as the “Underlying Stocks”).
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Pricing Date:*
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October 1, 2025
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Issue Date:*
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October 6, 2025.
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Calculation Day:*
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November 2, 2026, subject to postponement
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Stated Maturity
Date:*
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November 5, 2026, subject to postponement
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Face Amount and
Original Offering
Price:
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$1,000 per security
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Maturity Payment
Amount (per
Security):
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• if the
ending price of the lowest performing Underlying Stock is greater than or equal to its starting price:
$1,000+ contingent fixed return;
• if the
ending price of the lowest performing Underlying Stock is less than its starting price, but greater than or equal to its threshold price:
$1,000; or
• if the
ending price of the lowest performing Underlying Stock is less than its threshold price:
$1,000 + [$1,000 × (stock return of the lowest performing Underlying Stock + buffer amount)]
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Stock Return:
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With respect to each Underlying Stock, the quotient of (i) its ending price minus its starting price divided by (ii) its starting price (expressed as a percentage)
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Lowest Performing
Underlying Stock:
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The “lowest performing Underlying Stock” will be the Underlying Stock with the lowest stock return.
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Starting Price:
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With respect to each Underlying Stock, its stock closing price on the pricing date
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Ending Price:
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With respect to each Underlying Stock, its stock closing price on the calculation day
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Threshold Price:
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With respect to each Underlying Stock, 60% of its starting price
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Buffer Amount:
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40%
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Contingent Fixed
Return:
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At least 9.50% of the face amount (at least $95.00 per security), to be determined on the pricing date. As a result of the contingent fixed return, any positive return on the securities
at maturity will be limited to at least 9.50% of the face amount. The contingent fixed return is payable only if the ending price of the lowest performing Underlying Stock is greater than or equal to its starting price.
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Calculation Agent:
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The Bank
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Denominations:
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$1,000 and any integral multiple of $1,000
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Agent Discount:**
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Up to 2.325%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.75%, and WFA will receive a distribution expense fee of 0.075%
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CUSIP / ISIN:
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89115HV87 / US89115HV878
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Material Canadian
and U.S. Tax
Consequences:
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See the preliminary pricing supplement
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Subject to change.
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In respect of certain securities, we may pay a fee of up to $2.00 per security to selected securities dealers for marketing and other services in connection with the distribution of the securities to
other securities dealers.
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Hypothetical Payout Profile***
***assumes a participation rate equal to the lowest possible participation rate that may be determined on the pricing date.
If the ending price of the lowest performing Underlying Stock is less than its threshold price, you will have 1-to-1 downside exposure to the decrease in
the price of that Underlying Stock from its starting price in excess of the buffer amount and will lose some, and possibly up to 60%, of the face amount of your securities at maturity.
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 $933.00 and $963.00 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:
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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” in 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.
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Selected Risk Considerations
The risks set forth below are discussed in detail in “Selected Risk Considerations” in the preliminary pricing supplement and “Risk Factors” in the product supplement and the
prospectus. Please review those risk disclosures carefully.
Risks Relating To The Securities Generally
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If The Ending Price Of The Lowest Performing Underlying Stock Is Less Than Its Threshold Price, You Will Lose Some, And Possibly Up To 60%, Of The Face Amount Of Your Securities At Maturity.
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The Potential Return On The Securities Is Limited To The Contingent Fixed Return And May Be Lower Than The Return On A Hypothetical Direct Investment In The Lowest Performing Underlying Stock.
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No Periodic Interest Will Be Paid On The Securities.
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The Securities Are Subject To The Market Risks Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If Another Underlying Stock Performs Favorably.
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Your Return On The Securities Will Depend Solely On The Performance Of The Underlying Stock That Is The Lowest Performing Underlying Stock On The Calculation Day, And You Will Not Benefit In Any Way From
The Performance Of A Better Performing Underlying Stock.
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You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks.
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The Calculation Day And The Stated Maturity Date Are Subject To Market Disruption Events And Postponements.
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Risks Relating To An Investment In the Bank’s Debt Securities, Including The Securities
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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.
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Risks Relating To The Estimated Value Of The Securities And Any Secondary Market
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The Estimated Value Of Your Securities Is Expected To Be Less Than The Original 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 Original 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 We May Initially Buy The Securities In The Secondary Market May Not Be Indicative Of Future Prices Of Your Securities.
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The Agent 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 Prices Of The Underlying Stocks Change, The Market Value Of Your Securities May Not Change In The Same Manner.
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Risks Relating To The Underlying Stocks
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Investing In The Securities Is Not The Same As Investing In The Underlying Stocks.
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Historical Prices Of The Underlying Stocks Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stocks During The Term Of The Securities.
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The Securities May Become Linked To The Common Stock Of A Company Other Than An Original Underlying Stock Issuer.
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We, The Agents And Our Respective Affiliates Cannot Control Actions By An Underlying Stock Issuer.
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We, The Agents And Our Respective Affiliates Have No Affiliation With Any Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
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You Have Limited Anti-Dilution Protection.
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Risks Relating To Hedging Activities And Conflicts Of Interest
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Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
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There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
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Risks Relating To Canadian And U.S. Federal Income Taxation
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The Tax Consequences Of An Investment In The Securities Are Unclear.
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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.
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