FWP 1 ef20055831_fwp.htm TERM SHEET
Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated September 19, 2025
Market Linked Securities—Auto-Callable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Nikkei
225® Index and the Russell 2000® Index due October 4, 2029
Term Sheet to Preliminary Pricing Supplement dated September 19, 2025
 
Summary of Terms
 
Issuer:
  
The Toronto-Dominion Bank (the “Bank”)
  
 
Underwriters:
  
TD Securities (USA) LLC. and Wells Fargo Securities, LLC
  
 
Market Measures:
  
The Nasdaq-100 Index®, the Nikkei 225® Index and the Russell 2000® Index (each referred to as an “Index,” and collectively as the “Indices”).
  
 
Pricing Date*:
  
September 30, 2025
  
 
Issue Date*:
  
October 3, 2025
  
 
Face Amount and
Original Offering Price:
  
$1,000 per security
  
 
Contingent Coupon
Payments:
  
On each contingent coupon payment date the securities will pay a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing level of the lowest performing Index on the related calculation day is greater than or equal to its coupon threshold level. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate) / 4.
  
 
Contingent Coupon
Payment Dates:
  
Quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
  
 
Contingent Coupon
Rate:
  
At least 9.80% per annum, to be determined on the pricing date
  
 
Automatic Call:
  
If the closing level of the lowest performing Index on any of the calculation days from March 2026 to July 2029, inclusive, is greater than or equal to its 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 a final contingent coupon payment.
  
 
Calculation Days*:
  
Quarterly, on the 30th day of each March, June, September and December, commencing in December 2025 and ending in October 2029. We refer to the calculation day scheduled to occur in October 2029 (expected to be October 1, 2029) as the “final calculation day.”
  
 
Call Settlement Date:
  
Three business days after the applicable calculation day.
  
 
Maturity Payment
Amount (per security):
  
•        if the ending level of the lowest performing Index on the final calculation day is greater than or equal to its downside threshold level: $1,000; or
•        if the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level:
$1,000 × performance factor of the lowest performing Index on the final calculation day
  
 
Stated Maturity Date*:
  
October 4, 2029
  
 
Starting Level:
  
For each Index, its closing level on the pricing date
  
 
Ending Level:
  
For each Index, its closing level on the final calculation day
  
 
Coupon Threshold
Level:
  
For each Index, 75% of its starting level
  
 
Downside Threshold
Level:
  
For each Index, 70% of its starting level
  
 
Lowest Performing
Index:
  
For any calculation day, the “lowest performing Index” will be the Index with the lowest performance factor on that calculation day.
  
 
Performance Factor:
  
With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level (expressed as a percentage).
  
*  Subject to change.
  
Summary of Terms (continued)
 
 Calculation Agent:
  
 The Bank
  
 
Denominations:
  
$1,000 and any integral multiple of $1,000
  
 
Agent Discount**:
  
Up to 2.325%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.75%, and WFA may receive a distribution expense fee of 0.075%.
  
 
CUSIP / ISIN:
  
89115HVN4 / US89115HVN42
  
 
Material Canadian and U.S. Tax Consequences:
  
See the preliminary pricing supplement.
  
**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)
If the securities are not automatically called prior to stated maturity and the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any Index, but you will have full downside exposure to the lowest performing Index on the final calculation day if the ending level of that Index is less than its downside 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 $917.10 and $947.10 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 Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.
•
The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.
•
The Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If Another Index Performs Favorably.
•
Your Return On The Securities Will Depend Solely On The Performance Of The Index That Is The Lowest Performing Index On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of A Better Performing Index.
•
You Will Be Subject To Risks Resulting From The Relationship Among The Indices.
•
You May Be Fully Exposed To The Decline In The Lowest Performing Index On The Final Calculation Day From Its Starting Level, But Will Not Participate In Any Positive Performance Of Any Index.
•
Higher Contingent Coupon Rates Are Associated With Greater Risk.
•
You Will Be Subject To Reinvestment Risk.
•
Each Calculation Day (Including The Final Calculation Day) And The Related Call Settlement Date (Including The Stated Maturity Date) Is 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 Any Indices Change, The Market Value Of Your Securities May Not Change In The Same Manner.
Risks Relating To The Indices
•
The Indices Reflect 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 Indices 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 Indices.
•
Historical Values Of The Market Measures Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measures 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.
•
The Securities Will Not Be Adjusted For Changes In Exchange Rates Related To The U.S. Dollar.
•
The Securities Are Subject To Non-U.S. Securities Market Risk.
•
Governmental Regulatory Actions, Such As Sanctions, Could Adversely Affect Your Investment In The Securities.
•
An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With Small Market Capitalizations.
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.
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