The Toronto-Dominion Bank
Autocallable Contingent Interest Barrier Notes with Memory Interest
Autocallable Contingent Interest Barrier Notes with Memory Interest Linked to the Least Performing among the Common Stock of NVIDIA Corporation, the Common Stock of
Tesla, Inc. and the Common Stock of Twitter, Inc. Due on or about August 9, 2024
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Issuer:
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The Toronto-Dominion Bank (“TD”)
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Reference Assets:
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The Common Stock of NVIDIA Corporation (Bloomberg Ticker: NVDA UW “NVDA”), the Common Stock of Tesla, Inc. (Bloomberg Ticker: TSLA UW “TSLA”) and the Common Stock
of Twitter, Inc. (Bloomberg Ticker: TWTR UN “TWTR”)
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Term:
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Approximately 3 years, subject to an automatic call
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Principal Amount:
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$1,000 per Note
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Pricing Date:
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Expected to be August 6, 2021
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Issue Date:
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Expected to be August 11, 2021, which is three Business Days following the Pricing Date
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Final Valuation Date:
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Expected to be August 6, 2024*
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Maturity date:
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Expected to be August 9, 2024*
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Contingent coupon:
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At least 16.00% per annum (to be determined on the Pricing Date).
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Contingent Interest
Observation Dates:
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Monthly, on the 6th calendar day of each month, commencing on September 6, 2021 and ending on the Final Valuation Date*
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Contingent Interest
Payment Dates:
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With respect to each Contingent Interest Observation Date, the third Business Day following the relevant Contingent Interest Observation Date, with the exception
of the final Contingent Interest Payment Date, which will be the Maturity Date*
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Call Observation Dates:
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Quarterly, on the 6th calendar day of each February, May, August and November, commencing on February 6, 2022 and ending on May 6, 2024*
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Call Payment Date:
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If the Notes are subject to an automatic call, the Call Payment Date will be the Contingent Interest Payment Date immediately following the relevant Call
Observation Date*
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Initial Value:
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With respect to NVDA, $[●] (to be determined on the Pricing Date).
With respect to TSLA, $[●] (to be determined on the Pricing Date).
With respect to TWTR, $[●] (to be determined on the Pricing Date).
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Call Threshold Value:
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With respect to NVDA, $[●] (100.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TSLA, $[●] (100.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TWTR, $[●] (100.00% of its Initial Value, to be determined on the Pricing Date).
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Contingent Interest Barrier
Value:
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With respect to NVDA, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TSLA, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TWTR, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
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Barrier Value:
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With respect to NVDA, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TSLA, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
With respect to TWTR, $[●] (60.00% of its Initial Value, to be determined on the Pricing Date).
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Final Value:
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For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date
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Percentage Change:
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For each Reference Asset, the quotient, expressed as a percentage, of the following formula:
Final Value – Initial Value
Initial Value
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Least Performing
Reference Asset:
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The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any other Reference Asset.
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Least Performing
Percentage Change:
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The Percentage Change of the Least Performing Reference Asset.
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Underwriting Discount:
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Up to $32.50 (3.25%) per Note**
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CUSIP / ISIN:
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89114TPC0 / US89114TPC08
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Pricing Supplement:
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* Subject to postponement for market disruption events and non-trading days, as applicable, as described in the accompanying preliminary
pricing supplement.
** See “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying preliminary pricing supplement.
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If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
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If the Final Value of any Reference Asset is less than its Barrier Value:
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The Toronto-Dominion Bank
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Your Investment in the Notes May Result in a Loss. The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment in the Notes. Specifically, if the
Notes are not automatically called and the Final Value of any Reference Asset is less than its Barrier Value, investors will lose 1% of the Principal Amount of the Notes for each 1% that the Final Value of the Least Performing
Reference Asset is less than its Initial Value, and may lose the entire Principal Amount.
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You Will Not Receive the Contingent Interest Payment With Respect to a Contingent Interest Observation Date on the Corresponding Contingent Interest Payment Date If the Closing Value of Any Reference Asset
on such Contingent Interest Observation Date Is Less Than its Contingent Interest Barrier Value and May Not Receive Any Contingent Interest Payments.
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The Potential Positive Return on the Notes Is Limited to the Contingent Interest Payments Paid on the Notes, If Any, Regardless of Any Appreciation in the Price of Any Reference Asset.
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Your Return May Be Less than the Return on a Conventional Debt Security of Comparable Maturity.
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The Notes May Be Automatically Called Prior to the Maturity Date And Are Subject to Reinvestment Risk.
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The Amounts Payable on the Notes Are Not Linked to the Value of the Least Performing Reference Asset at Any Time Other Than on the Contingent Interest Observation Dates (Including the Final Valuation Date)
and Call Observation Dates.
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The Contingent Interest Rate Will Reflect, In Part, the Volatility of each Reference Asset and May Not Be Sufficient to Compensate You for the Risk of Loss at Maturity.
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You Will Have No Rights to Receive Any Shares of Any Reference Asset and You Will Not Be Entitled to Any Dividends or Other Distributions by Any Reference Asset.
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There Are Single Stock Risks Associated with each Reference Asset.
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Investors Are Exposed to the Market Risk of Each Reference Asset on Each Contingent Interest Observation Date (Including the Final Valuation Date).
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Because the Notes are Linked to the Least Performing Reference Asset, You Are Exposed to a Greater Risk of no Contingent Interest Payments and Losing a Significant Portion of Your Initial Investment at
Maturity than if the Notes Were Linked to a Single Reference Asset or Fewer Reference Assets.
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We Do Not Control any Reference Asset Issuer and Are Not Responsible for Any of their Disclosures.
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The Estimated Value of Your Notes Is Expected To Be Less Than the Public Offering Price of Your Notes.
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The Estimated Value of Your Notes Is Based on Our Internal Funding Rate.
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The Estimated Value of the Notes 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 Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, If Any, and Such Secondary Market Prices, If Any, Will Likely be Less Than the
Public Offering Price of Your Notes and May Be Less Than the Estimated Value of Your Notes.
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The Temporary Price at Which the Agent May Initially Buy the Notes in the Secondary Market May Not Be Indicative of Future Prices of Your Notes.
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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 Notes — Sales in the Secondary Market May Result in Significant Losses.
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If the Values of any Reference Asset Changes, the Market Value of Your Notes May Not Change in the Same Manner.
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There Are Potential Conflicts of Interest Between You and the Calculation Agent.
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You Will Have Limited Anti-Dilution Protection.
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The Contingent Interest Observation Dates (including the Final Valuation Date), Call Observation Dates and the Related Payment Dates are Subject to Market Disruption Events and Postponements.
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Trading and Business Activities by TD or its Affiliates May Adversely Affect the Market Value of, and Any Amounts Payable on, the Notes.
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Investors Are Subject to TD’s Credit Risk, and TD’s Credit Ratings and Credit Spreads May Adversely Affect the Market Value of the Notes.
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Significant Aspects of the Tax Treatment of the Notes Are Uncertain.
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