Form FWP TORONTO DOMINION BANK Filed by: TORONTO DOMINION BANK

August 2, 2021 3:46 PM EDT

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Filed pursuant to Rule 433
Registration Statement No. 333-231751
Dated August 2, 2021
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
 

Summary of Preliminary Terms

This summary of preliminary terms is not complete. Investors should read the preliminary pricing supplement, which can be accessed via the link below, and the other documents referred to therein, as well as the “Selected Risk Considerations” section below before making an investment decision. The actual terms of the Notes will be determined on the Pricing Date.
Issuer:
The Toronto-Dominion Bank (“TD”)
Reference Assets:
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”)
 
Term:
Approximately 3 years, subject to an automatic call
 
Principal Amount:
$1,000 per Note
 
Pricing Date:
Expected to be August 6, 2021
 
Issue Date:
Expected to be August 11, 2021, which is three Business Days following the Pricing Date
 
Final Valuation Date:
Expected to be August 6, 2024*
 
Maturity date:
Expected to be August 9, 2024*
 
Contingent coupon:
At least 16.00% per annum (to be determined on the Pricing Date).
 
Contingent Interest
Observation Dates:
Monthly, on the 6th calendar day of each month, commencing on September 6, 2021 and ending on the Final Valuation Date*
 
Contingent Interest
Payment Dates:
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*
 
Call Observation Dates:
Quarterly, on the 6th calendar day of each February, May, August and November, commencing on February 6, 2022 and ending on May 6, 2024*
 
Call Payment Date:
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*
 
Initial Value:
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).
 
Call Threshold Value:
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).
 
Contingent Interest Barrier
Value:
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).
 
Barrier Value:
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).
 
Final Value:
For each Reference Asset, the Closing Value of such Reference Asset on its Final Valuation Date
 
Percentage Change:
For each Reference Asset, the quotient, expressed as a percentage, of the following formula:
Final Value – Initial Value
Initial Value
 
Least Performing
Reference Asset:
The Reference Asset with the lowest Percentage Change as compared to the Percentage Change of any other Reference Asset.
 
Least Performing
Percentage Change:
The Percentage Change of the Least Performing Reference Asset.
 
Underwriting Discount:
Up to $32.50 (3.25%) per Note**
 
CUSIP / ISIN:
89114TPC0 / US89114TPC08
 
Pricing Supplement:
 
* 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.
 
Investment Description
Call Feature
If the Closing Value of each Reference Asset on any Call Observation Date is greater than or equal to its Call Threshold Value, we will automatically call the Notes and, on the related Call Payment Date, we will pay you a cash payment equal to the Principal Amount, plus any Contingent Interest Payment(s) otherwise due. No further amounts will be owed to you under the Notes.
Contingent Interest Payment
If the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value on any Contingent Interest Observation Date, a Contingent Interest Payment will be paid to you on the corresponding Contingent Interest Payment Date, in an amount equal to:
Principal Amount x Contingent Interest Rate x 1/12
If the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on any Contingent Interest Observation Date, no Contingent Interest Payment will be paid to you on the corresponding Contingent Interest Payment Date, but may be paid on a future Contingent Interest Payment Date pursuant to the Memory Interest Feature, discussed below.
Contingent Interest Payments on the Notes are not guaranteed. You will not receive a Contingent Interest Payment on a Contingent Interest Payment Date if the Closing Value of any Reference Asset on the related Contingent Interest Observation Date is less than its Contingent Interest Barrier Value.
Memory Interest Feature:
If a Contingent Interest Payment is not made on a Contingent Interest Payment Date (other than the Maturity Date) because the Closing Value of a Reference Asset is less than its Contingent Interest Barrier Value on the related Contingent Interest Observation Date, that Contingent Interest Payment will be made on a later Contingent Interest Payment Date if the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value on the related Contingent Interest Observation Date. For the avoidance of doubt, once a previously unpaid Contingent Interest Payment has been made on a later Contingent Interest Payment Date, it will not be made again on any subsequent Contingent Interest Payment Date. If the Closing Value of a Reference Asset is less than its Contingent Interest Barrier Value on each of the Contingent Interest Observation Dates, you will not receive any Contingent Interest Payments during the term of, and will not receive a positive return on, the Notes.
Payment at Maturity
If the Notes are not automatically called, on the Maturity Date, in addition to any Contingent Interest Payment(s) otherwise due, we will pay a cash payment per Note equal to:
If the Final Value of each Reference Asset is greater than or equal to its Barrier Value:
Principal Amount of $1,000.
If the Final Value of any Reference Asset is less than its Barrier Value:
$1,000 + $1,000 x Least Performing Percentage Change.
In this scenario, investors will suffer a percentage loss on their initial investment that is equal to the Least Performing Percentage Change. Specifically, 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. Any payments on the Notes are subject to our credit risk.
 
TD SECURITIES (USA) LLC

 
The Toronto-Dominion Bank

Selected Risk Considerations
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.
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.
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.
Your Return May Be Less than the Return on a Conventional Debt Security of Comparable Maturity.
The Notes May Be Automatically Called Prior to the Maturity Date And Are Subject to Reinvestment Risk.
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.
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.
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.
There Are Single Stock Risks Associated with each Reference Asset.
Investors Are Exposed to the Market Risk of Each Reference Asset on Each Contingent Interest Observation Date (Including the Final Valuation Date).
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.
We Do Not Control any Reference Asset Issuer and Are Not Responsible for Any of their Disclosures.
The Estimated Value of Your Notes Is Expected To Be Less Than the Public Offering Price of Your Notes.
The Estimated Value of Your Notes Is Based on Our Internal Funding Rate.
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.
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.
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.
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 Notes — Sales in the Secondary Market May Result in Significant Losses.
If the Values of any Reference Asset Changes, the Market Value of Your Notes May Not Change in the Same Manner.
There Are Potential Conflicts of Interest Between You and the Calculation Agent.
You Will Have Limited Anti-Dilution Protection.
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.
Trading and Business Activities by TD or its Affiliates May Adversely Affect the Market Value of, and Any Amounts Payable on, the Notes.
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.
Significant Aspects of the Tax Treatment of the Notes Are Uncertain.
The above summary of selected risks does not describe all of the risks associated with an investment in the Notes. You should read the accompanying preliminary pricing supplement and the other documents referred to therein for a more complete description of risks relating to the Notes.
Additional Information
We have filed a registration statement (including a prospectus), a product prospectus supplement and a pricing supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this free writing prospectus relates. You should read the accompanying preliminary pricing supplement, product prospectus supplement and prospectus in the registration statement (File No. 333-231751) and the other documents we have filed with the SEC for more complete information about us and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we or TD Securities (USA) LLC will arrange to send you the prospectus if you request it by calling toll-free at 1-855-303-3234.

This summary of preliminary terms does not contain all of the material information an investor should consider before investing in the Notes. This summary of preliminary terms is not for distribution in isolation and must be read together with the accompanying preliminary pricing supplement and the other documents referred to therein, which can be accessed via the link on the first page.
 

TD SECURITIES (USA) LLC



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