Subject to Completion
Preliminary Term Sheet
Dated July 1, 2025
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-283969 (To Prospectus dated February 26, 2025 and Product Supplement EQUITY LIRN-1 dated March
3, 2025)
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Units $10 principal amount per unit CUSIP No. |
Pricing Date*
Settlement Date*
Maturity Date*
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July , 2025
July , 2025
July , 2027
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)
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Capped Notes with Absolute Return Buffer Linked to the MSCI® Emerging Markets IndexSM
◾ Maturity of approximately 2 years
◾ 2-to-1 leveraged upside exposure to increases in the Index, subject to a capped return of [13.00% to 17.00%]
◾ A positive return equal to the absolute value of the percentage decline in the level of the Index only if the Index does not
decline by more than 10.00% (e.g., if the negative return of the Index is -5.00%, you will receive a positive return of +5.00%)
◾ 1-to-1 downside exposure to decreases in the Index beyond a 10.00% decline, with up to 90.00% of your principal at risk
◾ All payments occur at maturity and are subject to the credit risk of The Toronto-Dominion Bank
◾ No periodic interest payments
◾ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See
“Structuring the Notes”
◾ Limited secondary market liquidity, with no exchange listing
◾ The notes are unsecured debt securities and are not savings accounts or insured deposits of TD. The notes are not
insured or guaranteed by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency of Canada, the United States or any other jurisdiction
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Per Unit
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Total
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Public offering price(1)
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$10.00
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$
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Underwriting discount(1)
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$0.20
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$
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Proceeds, before expenses, to TD
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$9.80
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$
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(1) |
For any purchase of 300,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s household in this offering, the public offering price and the
underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See “Supplement to the Plan of Distribution (Conflicts of Interest)” below.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Issuer:
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The Toronto-Dominion Bank (“TD”)
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately 2 years
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Market Measure:
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The MSCI® Emerging Markets IndexSM (Bloomberg symbol: “MXEF”), a price return index
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Starting Value:
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The closing level of the Market Measure on the pricing date
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Ending Value:
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The average of the closing levels of the Market Measure on each calculation day occurring during the Maturity Valuation Period. The scheduled
calculation days are subject to postponement in the event of Market Disruption Events, as described beginning on page PS-28 of product supplement EQUITY LIRN-1.
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Threshold Value:
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90.00% of the Starting Value.
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Participation
Rate:
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200.00%
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Capped Value:
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[$11.30 to $11.70] per unit, which represents a return of [13.00% to 17.00%] over the principal amount. The actual Capped Value will be
determined on the pricing date.
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Maturity Valuation
Period:
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Five scheduled calculation days shortly before the maturity date.
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Fees and
Charges: |
The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.05 per unit described in
“Structuring the Notes” on page TS-13.
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Calculation
Agents:
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BofA Securities, Inc. (“BofAS”) and TD, acting jointly.
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Product supplement EQUITY LIRN-1 dated March 3, 2025:
http://www.sec.gov/Archives/edgar/data/947263/000114036125006726/ef20044383_424b3.htm |
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Prospectus dated February 26, 2025:
http://www.sec.gov/Archives/edgar/data/947263/000119312525036639/d931193d424b5.htm |
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You anticipate that the Index will either increase moderately from the Starting Value to the Ending Value or decrease from the Starting Value to an Ending Value that is equal to or greater than the Threshold Value.
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You are willing to risk a substantial loss of principal if the Index decreases from the Starting Value to an Ending Value that is below the Threshold Value.
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You accept that the return on the notes will be capped.
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You are willing to forgo interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends and other distributions on, and other benefits of owning, the stocks included in the Index.
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You are willing to accept that a limited market or no market exists for sales of the notes prior to maturity, and understand that the market price for the notes in any secondary market may be adversely affected by various
factors, including, but not limited to, our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes, as described on page TS-2.
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You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
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You believe that the Index will decrease from the Starting Value to an Ending Value that is below the Threshold Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
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You seek 100% principal repayment or preservation of capital.
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You seek an uncapped return on your investment.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the stocks included in the Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to accept the credit risk of TD as issuer of the notes.
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We urge you to consult your investment, legal, tax, accounting, and other advisors concerning an investment in the notes. |
Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Ending Value
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Percentage Change from the
Starting Value to the Ending
Value
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Redemption Amount per
Unit
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Total Rate of Return on the
Notes
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0.00
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-100.00%
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$1.00
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-90.00%
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25.00
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-75.00%
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$3.50
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-65.00%
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50.00
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-50.00%
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$6.00
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-40.00%
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60.00
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-40.00%
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$7.00
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-30.00%
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70.00
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-30.00%
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$8.00
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-20.00%
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80.00
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-20.00%
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$9.00
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-10.00%
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90.00(1)
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-10.00%
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$11.00
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10.00%
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95.00
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-5.00%
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$10.50
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5.00%
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100.00(2)
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0.00%
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$10.00
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0.00%
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102.00
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2.00%
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$10.40
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4.00%
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104.00
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4.00%
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$10.80
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8.00%
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106.00
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6.00%
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$11.20
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12.00%
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107.50
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7.50%
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$11.50(3)
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15.00%
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110.00
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10.00%
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$11.50
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15.00%
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120.00
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20.00%
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$11.50
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15.00%
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130.00
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30.00%
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$11.50
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15.00%
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140.00
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40.00%
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$11.50
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15.00%
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150.00
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50.00%
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$11.50
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15.00%
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(1) |
This is the hypothetical Threshold Value.
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(2)
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The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only and does not represent a likely actual Starting Value for the Index.
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(3)
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Any positive return based on the appreciation of the Index cannot exceed the return represented by the Capped Value.
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Example 1
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The Ending Value is 60.00, or 60.00% of the Starting Value:
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Starting Value:
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100.00 |
Threshold Value:
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90.00 |
Ending Value:
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60.00 |
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= $7.00 Redemption Amount per unit
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Example 2
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The Ending Value is 90.00, or 90.00% of the Starting Value:
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Starting Value:
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100.00 |
Threshold Value:
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90.00 |
Ending Value:
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90.00 |
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= $11.00 Redemption Amount per unit. Since the Ending Value is less than the Starting Value but equal to or greater than the Threshold Value, the
Redemption Amount for the notes will be the principal amount plus a positive return equal to the absolute value of the negative return of the Index.
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Example 3
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The Ending Value is 102.00, or 102.00% of the Starting Value:
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Starting Value:
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100.00 |
Ending Value:
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102.00 |
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= $10.40 Redemption Amount per unit
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Example 4
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The Ending Value is 130.00, or 130.00% of the Starting Value:
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Starting Value:
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100.00 |
Ending Value:
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130.00 |
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= $16.00, however, because any positive return based on the appreciation of the Index cannot exceed the return represented by the hypothetical Capped Value, the
Redemption Amount will be $11.50 per unit
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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Your potential for a positive return based on the depreciation of the Index is limited by the Threshold Value and may be less than that of a comparable investment that takes a short position directly in the Index (or the stocks
included in the Index). In addition, the absolute value return feature applies only if the Ending Value is less than the Starting Value but greater than or equal to the Threshold Value. Because the Threshold Value is 90.00% of the
Starting Value, any positive return due to the depreciation of the Index is limited to 10.00%. Any decline in the Ending Value from the Starting Value by more than 10.00% will result in a loss, rather than a positive return, on the
notes. In contrast, for example, a short position in the Index (or the stocks included in the Index) would allow you to receive the full benefit of any decrease in the level of the Index (or the stocks included in the Index).
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Your investment return based on any increase in the level of the Index is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the stocks included in the Index.
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The Index sponsor (as defined below) may adjust the Index in a way that may adversely affect its level and your interests, and the Index sponsor has no obligation to consider your interests.
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You will have no rights of a holder of the securities included in the Index, or of a holder with a short position directly in the Index (or of the securities included in the Index) and you will not be entitled to receive securities
or dividends or other distributions by the issuers of those securities.
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While we, MLPF&S, BofAS or our or their respective affiliates may from time to time own securities of companies included in the Index, none of us, MLPF&S, BofAS or our or their respective affiliates control any company
included in the Index, and have not verified any disclosure made by any such company.
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The value of, and your return on, the notes may be affected by factors affecting the international securities markets, specifically changes in the countries represented by the Index. In addition, you will not obtain the benefit of
any increase in the value of the currencies in which the securities in the Index trade against the U.S. dollar which you would have received if you had owned the securities in the Index during the term of your notes, although the level
of the Index may be adversely affected by general exchange rate movements in the market.
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The initial estimated value of your notes on the pricing date will be less than their public offering price. The difference between the public offering price of your notes and the initial estimated value of the notes reflects costs
and expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes (including, but not limited to, the hedging related charge, as further described under “Structuring the Notes” on
page TS-13). Because hedging our obligations entails risks and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or a loss and the amount of any such profit or
loss will not be known until the maturity date.
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The initial estimated value of your notes is based on our internal funding rate. The internal funding rate used in the determination of the initial estimated value of the notes generally represents a discount from the credit spreads
for our conventional fixed-rate debt securities and the borrowing rate we would pay for our conventional fixed-rate debt securities. This discount is based on, among other things, our view of the funding value of the notes as well as
the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt, as well as estimated financing costs of any hedge positions (including, but not
limited to, the hedging related charge, as further described under “Structuring the Notes” on page TS-13), taking into account regulatory and internal requirements. If the interest rate implied by the credit spreads for our conventional
fixed-rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities were to be used, we would expect the economic terms of the notes to be more favorable to you. Additionally, assuming all
other economic terms are held constant, the use of an internal funding rate for the notes is expected to increase the initial estimated value of the notes and have an adverse effect on the economic terms of the notes.
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The initial 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, including BofAS and MLPF&S. The
initial estimated value of your notes when the terms of the notes are set on the pricing date is based on our internal pricing models, which take into account a number of variables, typically including the expected volatility of the
Market Measure, interest rates (forecasted, current and
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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The initial 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 exists, and such secondary market prices, if any, will likely be less than the public
offering price of your notes, may be less than the initial estimated value of your notes and could result in a substantial loss to you. The initial estimated value of the notes will not be a prediction of the prices at which MLPF&S,
BofAS, or our or their respective affiliates or third parties may be willing to purchase the notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you
may be able to sell your notes in the secondary market at any time, if any, will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be
substantially less than the initial estimated value of the notes. Further, as secondary market prices of your notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account
our various costs and expected profits associated with selling and structuring the notes, as well as hedging our obligations under the notes, secondary market prices of your notes will likely be less than the public offering price of
your notes. As a result, the price at which MLPF&S, BofAS, or our or their respective affiliates or third parties may be willing to purchase the notes from you in secondary market transactions, if any, will likely be less than the
price you paid for your notes, and any sale prior to maturity could result in a substantial loss to you.
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A trading market is not expected to develop for the notes. None of us, MLPF&S, BofAS or our or their respective affiliates is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will
be willing to purchase your notes at any price in any secondary market.
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Our business, hedging and trading activities, and those of MLPF&S, BofAS and our and their respective affiliates (including trades in shares of companies included in the Index), and any
hedging and trading activities we, MLPF&S, BofAS or our or their respective affiliates engage in for our clients’ accounts, may affect the market value of, and return on, the notes and may create conflicts of interest with you.
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There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS, as the determinations made by the calculation agents may be discretionary and could adversely affect any
payment on the notes.
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Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become unable to meet our financial obligations as they become due,
you may lose some or all of your investment.
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The U.S. federal income tax consequences of the notes are uncertain and, because of this uncertainty, there is a risk that the U.S. federal income tax consequences of the notes could differ materially and adversely from the treatment
described below in “Supplemental Discussion of U.S. Federal Income Tax Consequences”, as described further in product supplement EQUITY LIRN-1 under “Material U.S. Federal Income Tax Consequences — Alternative Treatments”. You should
consult your tax advisors as to the tax consequences of an investment in the notes and the potential alternative treatments.
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For a discussion of the Canadian federal income tax consequences of investing in the notes, please see the discussion in the prospectus under “Tax Consequences — Canadian Taxation” and in the product supplement EQUITY LIRN-1 under
“Supplemental Discussion of Canadian Tax Consequences” and the further discussion herein under “Summary of Canadian Federal Income Tax Consequences”. If you are not a Non-resident Holder (as that term is defined in the prospectus) for
Canadian federal income tax purposes or if you acquire the notes in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the notes and receiving the payments that might
be due under the notes.
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family
relationship not directly above or below the individual investor;
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a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as
described above; and
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a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated
together with any purchases made by a trustee’s personal account.
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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Capped Notes with Absolute Return Buffer
Linked to the MSCI® Emerging Markets IndexSM due July, 2027
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