|
Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated March 26, 2026
|
|
 |
|
Market Linked Securities – Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the
Dow Jones Industrial Average® due May 5, 2032
Term Sheet to the Preliminary Pricing Supplement dated March 26, 2026
|
Summary of Terms
|
Issuer:
|
The Toronto-Dominion Bank (the “Bank”)
|
|||
|
Underwriters:
|
TD Securities (USA) LLC. and Wells Fargo Securities, LLC
|
|||
|
Market Measure:
|
Dow Jones Industrial Average® (the “Index”) (Bloomberg Ticker: INDU)
|
|||
|
Pricing Date:*
|
April 30, 2026
|
|||
|
Issue Date:*
|
May 5, 2026
|
|||
|
Face Amount and
Original Offering Price:
|
$1,000 per security
|
|||
|
Maturity Payment
Amount (per Security):
|
• If the ending level is greater than the starting level:
$1,000 + ($1,000 × index return × upside participation rate);
• If the ending level is less than or equal to 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 + ($1,000 × index return)
|
|||
|
Index Return:
|
The ending level minus the starting level divided by the starting level (expressed as
a percentage)
|
|||
|
Calculation Day:*
|
April 30, 2032, subject to postponement
|
|||
|
Stated Maturity Date:*
|
May 5, 2032, subject to postponement
|
|||
|
Starting Level:
|
The closing level of the Index on the pricing date
|
|||
|
Ending Level:
|
The closing level of the Index on the calculation day
|
|||
|
Threshold Level:
|
75% of the starting level
|
|||
|
Upside Participation Rate:*
|
At least 108% (to be determined on the pricing date)
|
|||
|
Calculation Agent:
|
The Bank
|
|||
|
Denominations:
|
$1,000 and any integral multiple of $1,000
|
|||
|
Agent Discount:**
|
Up to 4.37%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 3.50%, and WFA may receive a distribution expense fee of
0.12%.
|
|||
|
CUSIP / ISIN:
|
89115LPN2 / US89115LPN28
|
|||
|
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 $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.
|
Hypothetical Payout Profile***
***Assumes an upside participation rate equal to the lowest possible upside participation rate that may be determined on the pricing
date.
If 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 25%, and possibly all, of the face amount of your securities at maturity.
The securities do not pay interest. You will have full downside exposure to the Index on the calculation day if the ending level is
less than the threshold level.
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 $895.00 and $930.00 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-8 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 and “Risk Factors” in the
product supplement and the prospectus. Please review those risk disclosures carefully.
Risks Relating To The Securities Generally
| • |
If The Ending Level Is Less Than The Threshold Level, You Will Lose More Than 25%, And Possibly All, Of The Face Amount Of Your Securities At Maturity.
|
| • |
No Periodic Interest Will Be Paid On The Securities.
|
| • |
The Calculation Day And The Stated Maturity Date Are Subject To Market Disruption Events And Postponements.
|
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.
|
| • |
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