 |
ISSUER FREE WRITING PROSPECTUS
|
|
Filed Pursuant to Rule 433
|
|
|
Registration Statement No. 333-283969
|
|
|
Dated January 29, 2026
|
PLUS Based on the Value of the Russell 2000® Index due June 3, 2027
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
This document provides a summary of the terms of the Performance Leveraged Upside SecuritiesSM (the “PLUS”). Investors
should carefully review the accompanying preliminary pricing supplement for the PLUS, the accompanying product supplement, the underlier supplement and the prospectus, as well as the “Risk Considerations” section below, before making an investment
decision.
The PLUS do not guarantee any return of principal at maturity and you could lose up to your entire investment. The PLUS are senior debt securities issued by The
Toronto-Dominion Bank (“TD”), and all payments on the PLUS 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.
|
SUMMARY TERMS
|
|
|
Issuer:
|
The Toronto-Dominion Bank
|
|
Issue:
|
Senior Debt Securities, Series H
|
|
Underlying index:
|
Russell 2000® Index (Bloomberg Ticker: “RTY”)
|
|
Stated principal amount:
|
$1,000.00 per PLUS
|
|
Issue price:
|
$1,000.00 per PLUS
|
|
Minimum investment:
|
$1,000.00 (1 PLUS)
|
|
Coupon:
|
None
|
|
Pricing date:
|
February 13, 2026
|
|
Original issue date:
|
February 19, 2026 (3 business days after the pricing date; see preliminary pricing supplement).
|
|
Valuation date:
|
May 28, 2027, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
|
|
Maturity date:
|
June 3, 2027, subject to postponement for certain market disruption events and as described in the accompanying product supplement.
|
|
Payment at maturity per
PLUS:
|
◾ If the final index value is greater than the initial index value:
$1,000.00 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
◾ If the final index value is less than or equal to the initial index value:
$1,000.00 + ($1,000.00 × underlying return)
If the final index value is less than the initial index value, you will lose 1% for every 1% that the final index
value falls below the initial index value and you could lose up to your entire investment in the PLUS.
|
|
Underlying return:
|
(final index value – initial index value) / initial index value
|
|
Leverage factor:
|
300%
|
|
Leveraged upside payment:
|
$1,000.00 × leverage factor × underlying return
|
|
Maximum gain:
|
21.06%
|
|
Maximum payment at
maturity:
|
$1,210.60 per PLUS (121.06% of the stated principal amount)
|
|
Initial index value:
|
The index closing value of the underlying index on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
|
|
Final index value:
|
The index closing value of the underlying index on the valuation date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
|
|
CUSIP/ISIN:
|
89115LFA1 / US89115LFA17
|
|
Listing:
|
The PLUS will not be listed or displayed on any securities exchange or any electronic communications network.
|
|
Commission:
|
$22.50 per stated principal amount.
|
|
Estimated value on the
pricing date:
|
Expected to be between $940.00 and $975.00 per PLUS. See “Risk Factors” in the preliminary pricing supplement.
|
|
Preliminary pricing
supplement
|
|
|
HYPOTHETICAL PAYOUT
|
The below figures are based on the leverage factor of 300% and maximum gain of 21.06% and are purely hypothetical (the actual terms of your PLUS will be determined on the pricing
date and will be specified in the final pricing supplement).
Hypothetical Payment at Maturity
|
Change in Underlying Index
|
Payment at Maturity
|
|
+40.000%
|
$1,210.60
|
|
+30.000%
|
$1,210.60
|
|
+20.000%
|
$1,210.60
|
|
+10.000%
|
$1,210.60
|
|
+7.02%
|
$1,210.60
|
|
+6.000%
|
$1,180.00
|
|
+4.000%
|
$1,120.00
|
|
+2.000%
|
$1,060.00
|
|
0.000%
|
$1,000.00
|
|
-5.000%
|
$950.00
|
|
-10.000%
|
$900.00
|
|
-15.000%
|
$850.00
|
|
-20.000%
|
$800.00
|
|
-50.000%
|
$500.00
|
|
-75.000%
|
$250.00
|
|
-100.000%
|
$0.00
|
|
|
A-1
You will find a link to the accompanying preliminary pricing supplement for the PLUS above and links to the accompanying product supplement, underlier supplement and prospectus for the PLUS under
“Additional Information About TD and the PLUS” in the preliminary pricing supplement, which you should read and understand prior to investing in the PLUS.
The issuer has filed a registration statement (including a prospectus as supplemented by an underlier supplement, 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, product supplement and underlier 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
| ▪ |
The PLUS do not provide any protection against loss; you may lose up to your entire investment.
|
| ▪ |
The stated payout from the issuer applies only at maturity.
|
| ▪ |
Your potential return on the PLUS is limited to the maximum gain.
|
| ▪ |
You will not receive any interest payments.
|
| ▪ |
The amount payable on the PLUS is not linked to the value of the underlying index at any time other than the valuation date.
|
| ▪ |
Owning the PLUS is not the same as owning the index constituent stocks.
|
Risks Relating to Characteristics of the Underlying Index
| ▪ |
An investment in the PLUS involves market risk associated with the underlying index.
|
| ▪ |
There can be no assurance that the investment view implicit in the PLUS will be successful.
|
| ▪ |
The underlying index reflects price return, not total return.
|
| ▪ |
The PLUS is subject to small-capitalization stock risks.
|
| ▪ |
Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the PLUS.
|
| ▪ |
There is no affiliation between the index sponsor and TD, and TD is not responsible for any disclosure by such index sponsor.
|
Risks Relating to Estimated Value and Liquidity
| ▪ |
The estimated value of your PLUS is expected to be less than the public offering price of your PLUS.
|
| ▪ |
The estimated value of your PLUS is based on our internal funding rate.
|
| ▪ |
The estimated value of the PLUS 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 PLUS is not a prediction of the prices at which you may sell your PLUS in the secondary market, if any, and such secondary market prices, if any, will likely be less than the public
offering price of your PLUS and may be less than the estimated value of your PLUS.
|
| ▪ |
The temporary price at which the agent may initially buy the PLUS in the secondary market may not be indicative of future prices of your PLUS.
|
| ▪ |
The underwriting 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 PLUS — sales in the secondary market may result in significant losses.
|
| ▪ |
If the value of the underlying index changes, the market value of your PLUS may not change in the same manner.
|
Risks Relating to General Credit Characteristics
| ▪ |
Investors are subject to TD’s credit risk, and TD’s credit ratings and credit spreads may adversely affect the market value of the PLUS.
|
Risks Relating to Hedging Activities and Conflicts of Interest
| ▪ |
There are potential conflicts of interest between you and the calculation agent.
|
| ▪ |
The valuation date, and therefore the maturity date, are subject to market disruption events and postponements.
|
| ▪ |
Trading and business activities by TD or its affiliates may adversely affect the market value of, and return on, the PLUS.
|
Risks Relating to Canadian and U.S. Federal Income Taxation
| ▪ |
Significant aspects of the tax treatment of the PLUS are uncertain.
|
Underlying Index
For information about the underlying index, including historical performance information, see “Information About the Underlying Index” in the preliminary pricing supplement.
A-2