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Form FWP TORONTO DOMINION BANK Filed by: TORONTO DOMINION BANK

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January 30, 2023 4:47 PM EST
Filed Pursuant to Rule 433
Registration Statement No. 333-262557
Dated January 30, 2023

Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index due September 2, 2025
Term Sheet to Preliminary Pricing Supplement dated January 30, 2023
 

Summary of Terms
 
Issuer:
  
The Toronto-Dominion Bank (the “Bank”)
 
Underwriters:
  
TD Securities (USA) LLC. and Wells Fargo Securities, LLC
 
Market Measures:
  
The Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500® Index (each referred to as an “Index,” and collectively as the “Indices”).
 
Pricing Date*:
  
February 28, 2023
 
Issue Date*:
  
March 3, 2023
 
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 closing level of the lowest performing Index on the related calculation day is greater than or equal to its coupon threshold level. 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 10.00% per annum, to be determined on the pricing date
 
Automatic Call:
  
If the closing level of the lowest performing Index on any of the calculation days from August 2023 to May 2025, inclusive, is greater than or equal to its starting level, 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.
 
Calculation Days*:
  
Quarterly, on the 24th day of each February, May, August and November, commencing in May 2023 and ending in August 2025. We refer to the calculation day scheduled to occur in August 2025 (expected to be August 25, 2025) as the “final calculation day.”
 
Call Settlement Date:
  
Three business days after the applicable calculation day.
 
Maturity Payment
Amount (per security):
  
•   if the ending level of the lowest performing Index on the final calculation day is greater than or equal to its downside threshold level: $1,000; or
•   if the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level:
$1,000 × performance factor of the lowest performing Index on the final calculation day
 
Stated Maturity Date*:
  
September 2, 2025
 
Starting Level:
  
For each Index, its closing level on the pricing date
 
Ending Level:
  
For each Index, its closing level on the final calculation day
 
Coupon Threshold
Level:
  
For each Index, 75% of its starting level
 
Downside Threshold
Level:
  
For each Index, 65% of its starting level
 
Lowest Performing
Index:
  
For any calculation day, the “lowest performing Index” will be the Index with the lowest performance factor on that calculation day.
 
Performance Factor:
  
With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level (expressed as a percentage).
*   Subject to change.
Summary of Terms (continued)
 
Calculation Agent:
  
The Bank
 
Denominations:
  
$1,000 and any integral multiple of $1,000
 
Agent Discount**
  
Up to 2.25%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.25%, and WFA may receive a distribution expense fee of 0.075%.
 
CUSIP / ISIN:
  
89114YNE7 / US89114YNE76
 
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 $1.00 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 level of the lowest performing Index on the final calculation day is less than its downside threshold level, you will lose more than 35%, 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 any Index, but you will have full downside exposure to the lowest performing Index on the final calculation day if the ending level of that Index is less than its downside threshold level.
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 $930.00 and $970.00 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.
 
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 August 31, 2022 (the “product supplement”) and “Risk Factors” on page 1 of the prospectus dated March 4, 2022 (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: If the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level, the maturity payment amount will be reduced by an amount equal to the decline in the level of the lowest performing Index from its starting level.
•
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.
•
The Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If The Other Indices Perform Favorably.
•
Your Return On The Securities Will Depend Solely On The Performance Of The Index That Is The Lowest Performing Index On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Indices.
•
You Will Be Subject To Risks Resulting From The Relationship Among The Indices.
•
You May Be Fully Exposed To The Decline In The Lowest Performing Index On The Final Calculation Day From Its Starting Level, But Will Not Participate In Any Positive Performance Of Any Index.
•
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 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 Level Of Any Indices Change, The Market Value Of Your Securities May Not Change In The Same Manner.
•
Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of The Indices 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 Indices.
•
Historical Levels Of The Indices Should Not Be Taken As An Indication Of The Future Performance Of The Indices During The Term Of The Securities.
•
Changes That Affect The Indices May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
•
We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Indices.
•
We And Our Affiliates And The Agents And Their Affiliates Have No Affiliation With Any Index Sponsor (Except To The Extent Wells Fargo Securities Is Included In The S&P 500® Index) And Have Not Independently Verified Their Public Disclosure Of Information.
•
An Investment In The Securities Is Subject To Risks Associated With Non-U.S. Companies.
•
An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With Small Market Capitalizations.
•
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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