FWP 1 ef20052558_fwp.htm TERM SHEET
  
Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated July 24, 2025
Market Linked Securities – Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the common stock of Intel Corporation due August 3, 2028
Term Sheet to Preliminary Pricing Supplement dated July 24, 2025
 
Summary of Terms
 
Issuer:
  
The Toronto-Dominion Bank (the “Bank”)
  
 
Underwriters:
  
TD Securities (USA) LLC. and Wells Fargo Securities, LLC
  
 
Market Measure:
  
The common stock of Intel Corporation (the “Underlying Stock”).
  
 
Pricing Date*:
  
July 31, 2025
  
 
Issue Date*:
  
August 5, 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 stock closing price of the Underlying Stock on the related calculation day is greater than or equal to the coupon threshold price. 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 16.15% per annum, to be determined on the pricing date
  
 
Automatic Call:
  
If the stock closing price of the Underlying Stock on any of the calculation days from October 2025 to April 2028, inclusive, is greater than or equal to the starting price, 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. The securities will not be subject to automatic call until the first calculation day, which is approximately three months after the issue date.
  
 
Calculation Days*:
  
Quarterly, on the 30th day of each January, April, July and October, commencing in October 2025 and ending in July 2028. We refer to the calculation day scheduled to occur in July 2028 (expected to be July 31, 2028) as the “final calculation day.”
  
 
Call Settlement Date:
  
Three business days after the applicable calculation day.
  
 
Maturity Payment
Amount (per security):
  
If the securities are not automatically called prior to the stated maturity date:
•  if the ending price is greater than or equal to the downside threshold price: $1,000; or
•  if the ending price is less than the downside threshold price:
$1,000 × performance factor
  
 
Stated Maturity Date*:
  
August 3, 2028
  
 
Starting Price:
  
The stock closing price of the Underlying Stock on the pricing date
  
 
Ending Price:
  
The stock closing price of the Underlying Stock on the final calculation day
  
 
Coupon Threshold
Price:
  
70% of the starting price
  
 
Downside Threshold
Price:
  
70% of the starting price
  
*   Subject to change.
Summary of Terms (continued)
 
Performance Factor:
  
The ending price divided by the starting price (expressed as a percentage).
  
 
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:
  
89115HMT1 / US89115HMT13
  
 
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 price is less than the downside threshold price, 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 the Underlying Stock, but you will have full downside exposure to the Underlying Stock on the final calculation day if the ending price is less than the downside threshold price.
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 $915.00 and $945.00 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.
•
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.
•
You May Be Fully Exposed To The Decline In The Underlying Stock On The Final Calculation Day From The Starting Price, But Will Not Participate In Any Positive Performance Of The Underlying Stock.
•
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.
•
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.
•
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 Price Of The Underlying Stock Changes, The Market Value Of Your Securities May Not Change In The Same Manner.
•
The Securities Will Be Subject To Single Stock Risk.
•
Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Underlying Stock 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 Underlying Stock.
•
Historical Prices Of The Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stock During The Term Of The Securities.
•
The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuer.
•
We, The Agents And Our Respective Affiliates Cannot Control Actions By The Underlying Stock Issuer.
•
We, The Agents And Our Respective Affiliates Have No Affiliation With The Underlying Stock Issuer And Have Not Independently Verified Their Public Disclosure Of Information.
•
You Have Limited Anti-Dilution Protection.
•
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.
•
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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