Form FWP TORONTO DOMINION BANK Filed by: TORONTO DOMINION BANK
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Filed Pursuant to Rule 433
Registration Statement No. 333-231751 Dated July 29, 2021
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Market Linked Securities – Auto-Callable with Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100® Index due August
5, 2024
Term Sheet to Pricing Supplement dated July 29, 2021
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Issuer
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The Toronto-Dominion Bank (“TD”)
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Issue
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Senior Debt Securities, Series E
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Term
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Approximately 3 years, subject to an automatic call
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Reference Assets:
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S&P 500® Index (Bloomberg Ticker: SPX, “SPX”), the Russell 2000® Index (Bloomberg Ticker: RTY, “RTY”) and the Nasdaq-100® Index (Bloomberg Ticker: NDX, “NDX”)
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Pricing Date
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July 29, 2021 *
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Issue Date
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August 3, 2021 *
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Principal Amount
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$1,000 per Security
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Issue Price
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$1,000 per Security except that certain investors that purchase for certain fee based advisory accounts may purchase for not less than $975.75 per Security.
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Automatic Call
Feature
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If the Closing Level of the Lowest Performing Reference Asset on any Call Date (including the Final Valuation Date) is greater than or equal to its Initial Level, the Securities will be automatically called
for the Principal Amount plus the Call Premium applicable to the relevant Call Date. See “Call Dates and Call Premiums” on page 3
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Call Dates
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August 3, 2022; August 3, 2023; and July 29, 2024
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Call Payment
Dates
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Five business days following the applicable Call Date (if the Securities are called on the last Call Date, the Call Payment will be the Maturity Date)
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Payment at
Maturity
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See “How the Payment at Maturity is Calculated” on page 3
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Maturity Date
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August 5, 2024
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Initial Level
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With respect to SPX, 4,419.15, with respect to RTY, 2,240.029 and with respect to NDX, 15,048.36, in each case equal to its Closing Level on the Pricing Date
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Final Level
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For each Reference Asset, its Closing Level on the Final Valuation Date
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Downside
Threshold Level
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With respect to SPX, 3,314.3625, with respect to RTY, 1,680.02175 and with respect to NDX, 11,286.27, in each case equal to 75.00% of its Initial Level
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Percentage
Change
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With respect to any Reference Asset on any Call Date, the Percentage Change will be calculated as follows:
Closing Level on such Call Date – Initial Level
Initial Level
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Lowest Performing Reference Asset
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For any Call Date, the Reference Asset with the lowest Percentage Change as of such Call Date
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Calculation Agent
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TD
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Minimum
Investment
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$1,000 and minimum denominations of $1,000 in excess thereof
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Agents
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TD Securities (USA) LLC and Wells Fargo Securities, LLC
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Underwriting
Discount and
Commission
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2.425% to Agents, of which dealers, including Wells Fargo Advisors, LLC (“WFA”), will receive a selling concession of 1.75% and WFA will receive a distribution expense fee of 0.075%.
We may pay a fee of up to $1.00 per security for certain Securities sold in this offering to selected securities dealers in consideration for marketing and other services in connection
with the distribution of the Securities to other securities dealers.
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CUSIP / ISIN
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89114TM66 / US89114TM669
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Investment Description
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Linked to the lowest performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100® Index.
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Unlike ordinary debt securities, the Securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the Securities are subject to potential automatic call upon the terms described
below. Any return you receive on the Securities and whether they are automatically called will depend on the performance of the Lowest Performing Reference Asset on the relevant Call Date. The Lowest Performing Reference Asset on any
Call Date is the Reference Asset that has the lowest Percentage Change on that Call Date
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Automatic Call Feature. If the Closing Level of the Lowest Performing Reference Asset on any Call Date (including the Final
Valuation Date) is greater than or equal to its Initial Level, the Securities will be automatically called, and on the related Call Payment Date you will receive the Principal Amount plus the Call Premium applicable to the relevant Call
Date.
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Call Date
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Call Premium
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August 3, 2022
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10.10% of the Principal Amount
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August 3, 2023
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20.20% of the Principal Amount
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July 29, 2024 (the
“Final Valuation
Date”)
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30.30% of the Principal Amount
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Payment at Maturity. If the Securities are not automatically called on any Call Date (including the Final Valuation Date), on
the Maturity Date, we will pay a cash payment per Security equal to:
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If the Final Level of the Lowest Performing Reference Asset is less than
its Initial Level but greater than or equal to its Downside Threshold Level:
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Principal Amount of $1,000
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If the Final Level of the Lowest Performing Refernece Asset is less than its Downside Threshold Level:
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Principal Amount + (Principal Amount × Percentage Change of the Lowest Performing Reference Asset on the Final Valuation Date)
If the Securities are not automatically called and the Final Level of the Lowest Performing Reference Asset is less than its Downside Threshold Level,
investors will have full downside exposure to the decrease in the level of the Lowest Performing Reference Asset from its Initial Level and will lose more than 25.00%, and possibly all, of the Principal Amount. Specifically, investors will
lose 1% of the Principal Amount for each 1% decrease in the level of the Lowest Performing Reference Asset from its Initial Level to its Final Level and may lose all of the Principal Amount.
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Investors may lose up to 100.00% of the Principal Amount.
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Your return on the Securities will depend solely on the performance of the Reference Asset that is the Lowest Performing Reference Asset on each Call Date. You will
not benefit in any way form the performance of any better performing Reference Asset. Therefore, you will be adversely affected if any Reference Asset performs poorly, and such poor
performance will not be offset or mitigated by positive or less negative performance by any other Reference Asset.
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Any positive return on the Securities will be limited to the applicable Call Premium.
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Any payments on the Securities are subject to TD’s credit risk
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You will have no right to the stocks comprising the Reference Assets (the “Reference Asset Constituents”)
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No periodic interest payments or dividends
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•
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No exchange listing; designed to be held to maturity
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*Delivery of the Securities will be made against payment therefor on the 3rd business day following the Pricing Date (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in 2 business days (“T+2”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on the Pricing Date will be required, by virtue of the fact that each Security initially will settle in 3 business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement. | Our estimated value of the Securities at the time the terms of your Securities were set on the Pricing Date was $942.10 per Security. The estimated value is less than the public offering price of the Securities. See “Additional Information Regarding Our Estimated Value of the Securities” in the accompanying pricing supplement. |
The Securities have complex features and investing in the Securities involves a number of risks. See “Additional Risk Factors” beginning on page P-9 of the accompanying pricing
supplement, “Additional Risk Factors Specific to the Notes” beginning on page PS-6 of the product prospectus supplement MLN-EI-1 dated November 6, 2020 (the “product prospectus supplement”) and “Risk Factors” on page 1 of the prospectus dated June
18, 2019 (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.
TD SECURITIES (USA) LLC
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WELLS FARGO SECURITIES, LLC
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Hypothetical Payout Profile
The profile to the right illustrates the potential payment on the Securities for a range of hypothetical Percentage Changes in the Closing Level
of the Lowest Performing Reference Asset from the Pricing Date to the applicable Call Date (including the Final Valuation Date), based on the Call Premiums and the Downside Threshold Level of each Reference Asset equal to 75.00% of its
Initial Level.
This graph has been prepared for purposes of illustration only. Your actual return will depend on (i) whether the Securities are automatically
called; (ii) if the Securities are automatically called, the actual Call Date on which the Securities are called and (iii) if the Securities are not automatically called, the actual Final Level of the Lowest Performing Reference Asset. The
performance of the better performing Reference Assets is not relevant to your return on the Securities. Neither TD nor either Agent is predicting or guaranteeing any gain or particular return on the Securities.
*The graph to the right represents a hypothetical payout profile for the Securities. The 45 degree dotted line represents the hypothetical
percentage change of the Lowest Perofmirng Reference Asset.
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Hypothetical Returns
If the Securities are automatically called:
Hypothetical Call Date on which
Securities are automatically called
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Payment per Security on related
Call Payment Date
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Pre-tax total rate of
return
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1st Call Date
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$1,101.00
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10.10%
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2nd Call Date
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$1,202.00
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20.20%
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3rd Call Date
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$1,303.00
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30.30%
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If the Securities are not automatically called:
Hypothetical Percentage Change of the Lowest Performing
Reference Asset on the Final Valuation Date
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Hypothetical Payment at Maturity per Security
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Hypothetical pre-tax total
rate of return
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-5.00%
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$1,000.00
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0.00%
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-10.00%
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$1,000.00
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0.00%
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-15.00%
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$1,000.00
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0.00%
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-25.00%
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$1,000.00
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0.00%
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-30.00%
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$700.00
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-30.00%
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-40.00%
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$600.00
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-40.00%
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-50.00%
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$500.00
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-50.00%
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-60.00%
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$400.00
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-60.00%
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-70.00%
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$300.00
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-70.00%
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-80.00%
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$200.00
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-80.00%
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-90.00%
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$100.00
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-90.00%
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-100.00%
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$0.00
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-100.00%
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The above figures are for purposes of illustration only and may have been rounded for ease of analysis. The actual amount you will receive upon an automatic call
or at maturity and the resulting pre-tax rate of return will depend on (i) whether the Securities are automatically called; (ii) if the Securities are automatically called, the actual Call Date on which the Securities are called; (iii) if the
Securities are not automatically called, the actual Final Level of the Lowest Performing Reference Asset; and (iv) whether you hold your Securities to maturity or earlier automatic call. The performance of the better performing Reference Assets is
not relevant to your return on the Securities.
Call Dates and Call Premiums
Call Date
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Call Premium
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Payment per Security upon
an Automatic Call
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August 3, 2022
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10.10% of the Principal Amount
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$1,101.00
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August 3, 2023
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20.20% of the Principal Amount
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$1,202.00
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July 29, 2024*
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30.30% of the Principal Amount
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$1,303.00
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The Call Premium and Payment per Security upon an automatic call that is applicable to each Call Date were determined on the Pricing Date and are specified in
the foregoing table. The last Call Date is the Final Valuation Date, and payment upon an automatic call on the Final Valuation Date, if applicable, will be made on the Maturity Date.
*This is also the Final Valuation Date.
How the Payment at Maturity is Calculated
If the Securities are not automatically called on any Call Date (including the Final Valuation Date), on the Maturity Date, we will pay a cash payment per Security equal to:
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If the Final Level of the Lowest Performing Reference Asset is less than its
Initial Level but greater than or equal to its Downside Threshold Level:
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Principal Amount of $1,000.
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If the Final Level of the Lowest Performing Reference Asset is less than its
Downside Threshold Level:
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Principal Amount + (Principal Amount × Percentage Change of the Lowest Performing Reference Asset on the Final Valuation Date)
If the Securities are not automatically called and the Final Level of the Lowest Performing Reference Asset is less than its Downside Threshold Level,
investors will have full downside exposure to the decrease in the level of the Lowest Performing Reference Asset from its Initial Level and will lose more than 25.00%, and possibly all, of the Principal Amount. Specifically, investors will lose 1%
of the Principal Amount for each 1% decrease in the level of the Lowest Performing Reference Asset from its Initial Level to its Final Level and may lose all of the Principal Amount. Any positive return on the Securities will be limited to the
applicable Call Premium.
Historical Performance of the Reference Assets
S&P 500® Index (SPX)
Russell 2000® Index (RTY)
Nasdaq-100® Index (NDX)
* The graphs above set forth the historical daily
performance of each Reference Asset from January 1, 2016 through July 29, 2021. The graph is based upon actual daily historical closing levels of each Reference Asset. The dotted lines represent each Reference Asset’s Downside Threshold Level,
which is equal to 75.00% of the Closing Level of such Reference Asset on July 29, 2021.
We obtained the information regarding the historical performance of the Reference Assets used in calculating the graphs above from Bloomberg®
Professional service (“Bloomberg”). We have not conducted any independent review or due diligence of publicly available information obtained from Bloomberg. The historical performance of the Reference Assets should not be taken as an indication of
their future performance, and no assurance can be given as to the Closing Level of any Reference Asset on any day. We cannot give you assurance that the performance of the Reference Assets will result in any positive return on your initial
investment and cannot give any assurance as to which Reference Asset will be the Lowest Performing Reference Asset as of any Call Date.
We have filed a registration statement (including a prospectus), a product prospectus supplement and a pricing supplement with the SEC for the offering to which this free
writing prospectus relates. You should read the prospectus in that registration statement and other documents that we have filed with the SEC for more complete information about us and this offering. You may get those documents for free by visiting
EDGAR on the SEC website www.sec.gov. Alternatively, we, TD Securities (USA) LLC or Wells Fargo Securities will arrange to send you the prospectus if you request it by calling toll-free at 1-855-303-3234.
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Additional Risk Factors” section in the accompanying pricing supplement, the “Additional Risk Factors
Specific to the Notes” section in the product prospectus supplement and the “Risk Factors” section in the prospectus. Please review those risk disclosures carefully.
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Principal at Risk. The Securities do not guarantee the return of the Principal Amount. If the Securities are not automatically called and the Final Level of the Lowest Performing
Reference Asset is less than its Downside Threshold Level, you will lose 1% of the Principal Amount of the Securities for each 1% that the Final Level of the Lowest Performing Reference Asset is less than its Downside Threshold Level and
may lose all of the Principal Amount. For example, if the Lowest Performing Reference Asset declines by 25.1% from its Initial Level to its Final Level, you will not receive any benefit of the contingent downside feature and you will lose
25.1% of the Principal Amount per Security.
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The Contingent Downside Feature Applies Only at Maturity.
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You Will Receive No Positive Return on the Securities If the Securities Are Not Automatically Called.
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Your Potential Positive Return on the Securities Will Be Limited to the Applicable Call Premium Paid on the Securities, If Any, Regardless of Any Increase in the Level of any Reference Asset And May Be Less Than
the Return on a Hypothetical Direct Investment in the Reference Assets.
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The Securities Do Not Pay Interest and Your Return on the Securities May Be Less Than the Return on a Conventional Debt Security of Comparable Maturity.
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The Securities May Be Automatically Called Prior to the Maturity Date And Are Subject to Reinvestment Risk.
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Investors Are Exposed to the Market Risk of Each Reference Asset on Each Call Date (Including the Final Valuation Date).
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Because the Securities are Linked to the Lowest Performing Reference Asset, You Are Exposed to a Greater Risk of no Call Premium and Losing a Significant Portion or All of Your Initial Investment at Maturity
than if the Securities Were Linked to a Single Reference Asset or Fewer Reference Assets.
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The Amount Payable on the Securities is Not Linked to the Level of the Lowest Performing Reference Asset at Any Time Other Than on the Call Dates (Including the Final Valuation Date).
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The Call Premiums 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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There Are Market Risks Associated with each Reference Asset.
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The Securities are Subject to Risks Associated with Small-Capitalization Stocks.
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The Securities are Subject to Risks Associated with Non-U.S. Companies.
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The Reference Assets Reflect Price Return, Not Total Return, and You Will Not Have Any Rights to the Reference Asset Constituents.
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We Have No Affiliation with Any Index Sponsor and Will Not Be Responsible for Any Actions Taken by Any Index Sponsor.
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Past Performance of the Reference Assets Performance is Not Indicative of Future Performance of the Reference Assets.
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The Estimated Value of Your Securities Is Less Than the Public Offering Price of Your Securities.
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The Estimated Value of Your Securities Is Based on Our Internal Funding Rate.
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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.
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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 Public Offering Price of Your Securities and May Be Less Than the Estimated Value of Your Securities.
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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.
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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 Securities — Sales in the Secondary Market May Result in Significant Losses.
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If the Level of any Reference Assets Change, the Market Value of Your Securities 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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Each Call Date (including the Final Valuation Date) and the Related Call Payment Date (including the Maturity Date) is 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 Amount Payable on, the Securities.
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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 Securities.
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Significant Aspects of the Tax Treatment of the Securities Are Uncertain.
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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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