FWP 1 ef20071626_fwp.htm GUIDEBOOK

Filed Pursuant to Rule 433

Registration Statement No. 333-283969

AUTOCALLABLE STRATEGIC ACCELERATED REDEMPTION SECURITIES^®

	Autocallable Strategic Accelerated Redemption Securities^®Linked to a Basket of Three ETFs
	Issuer	The Toronto-Dominion Bank (“TD”)
	Principal Amount	$10.00 per unit
	Term	Approximately one year, if not called earlier
	Market Measure	An approximately equally weighted basket comprised of three ETFs which are the State Street® SPDR^® S&P^® Regional Banking ETF (Bloomberg symbol: “KRE”), the VanEck^® Semiconductor ETF (Bloomberg symbol: “SMH”) and the State Street^® Consumer Discretionary Select Sector SPDR^® ETF (Bloomberg symbol: “XLY”).
	Automatic Call	The notes will be called automatically if the Observation Level of the Market Measure on any of the Observation Dates is equal to or greater than the Call Level
	Observation Level	The value of the Market Measure on the applicable Observation Date
	Observation Dates	Approximately six, nine and twelve months from the pricing date
	Call Level	100.00% of the Starting Value
	Call Amounts	[$10.6750 to $10.7250] if called on the first Observation Date, [$11.0125 to $11.0875] if called on the second Observation Date and [$11.3500 to $11.4500] if called on the final Observation Date, each to be determined on the pricing date
	Payout Profile at Maturity	If the notes are not called, 1-to-1 downside exposure to decreases in the Market Measure, with up to 100.00% of your principal amount at risk
	Threshold Value	100.00% of the Starting Value
	Interest Payments	None
	Preliminary Offering Documents	https://www.sec.gov/Archives/edgar/data/947263/000114036126017735/ef20071627_424b2.htm
	Exchange Listing	No

You should read the relevant Preliminary Offering Documents before you invest. Click on the Preliminary Offering Documents hyperlink above or call your Financial Advisor for a hard copy.

Risk Factors

Please see the Preliminary Offering Documents for a description of certain risks related to this investment, including, but not limited to, the following:

•	If the notes are not automatically called, your investment will result in a loss; there is no guaranteed return of principal.

•	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 insolvent or are unable to pay our obligations, you may lose your entire investment.

•	Changes in the price of one of the Basket Components may be offset by changes in the price of the other Basket Components.

•	The initial estimated value of the notes on the pricing date will be less than their public offering price.

•	If you attempt to sell the notes prior to maturity, their market value may be lower than both the public offering price and the initial estimated value of the notes on the pricing date.

•	If called, your return on the notes is limited to the applicable Call Premium.

•	You will have no rights of a holder of the Basket Components or the securities held by the Basket Components, and you will not be entitled to receive securities or dividends or other distributions by their issuers, any shares of the Basket Components or the securities held by the Basket Components.

•	There are liquidity and management risks associated with the Basket Components.

•

The performance of a Basket Component may not correlate with the performance of its underlying index as well as the net asset value per share of such Basket Component, especially during periods of market volatility when the liquidity and the market price of such Basket Component and/or the securities held by such Basket Component may be adversely affected, sometimes materially.

•	Payments on the notes will not be adjusted for all corporate events that could affect the Basket Components.

•	All of the securities held by each respective Basket Component are concentrated in one sector.

•	The notes are subject to foreign currency exchange rate risk.

•	The notes are subject to risks associated with foreign securities markets.

Final terms will be set on the pricing date within the given range for the specified Market-Linked Investment. Please see the Preliminary Offering Documents for complete product disclosure, including related risks and tax disclosure.

TD has filed a registration statement (including a product supplement and a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that TD has filed with the SEC, for more complete information about TD and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, TD, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.

SEC Form FWP filed by Toronto Dominion Bank