The Toronto-Dominion Bank (“TD” or “we”) is offering Autocallable Contingent Interest Barrier Notes linked to the least performing of the common stock of Broadcom Inc. (AVGO), NVIDIA Corporation (NVDA), and Oracle Corporation (ORCL). The Notes will pay a 18.00% Contingent Interest Rate only if, on the related Contingent Interest Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Contingent Interest Barrier Value (60.00% of its Initial Value). If not, no Contingent Interest Payment will accrue or be payable.
Key Terms
- Term: Approximately 3 years, subject to an automatic call.
- Reference Assets: AVGO, NVDA, ORCL.
- Principal Amount: $1,000 per Note.
- Pricing Date: August 19, 2025.
- Issue Date: August 22, 2025.
- Maturity Date: August 24, 2028.
Call Feature
- The Notes will be automatically called if, on any Call Observation Date, the Closing Value of each Reference Asset is greater than or equal to its Call Threshold Value (100.00% of its Initial Value).
- If called, TD will pay a cash payment per Note equal to the Principal Amount plus any Contingent Interest Payment otherwise due.
Payment at Maturity
- If not automatically called, the payment at maturity will be:
- $1,000 (Principal Amount) if the Final Value of each Reference Asset is greater than or equal to its Barrier Value (50.00% of its Initial Value).
- $1,000 + ($1,000 × Least Performing Percentage Change) if the Final Value of any Reference Asset is less than its Barrier Value.
- The Least Performing Percentage Change is the percentage decline of the Reference Asset with the lowest Percentage Change from its Initial Value to its Final Value.
Risks
- Return Risk: The Notes do not guarantee the return of the Principal Amount and investors may lose up to their entire investment.
- Contingent Interest Payment Risk: No Contingent Interest Payment will be paid if the Closing Value of any Reference Asset is less than its Contingent Interest Barrier Value on a Contingent Interest Observation Date.
- Market Risk: Investors are exposed to the market risk of each Reference Asset on each Contingent Interest Observation Date.
- Liquidity Risk: The Notes may not be actively traded in the secondary market, and sales may result in significant losses.
- Credit Risk: Payments on the Notes are subject to TD’s credit risk.
- Taxation Risk: The U.S. tax treatment of the Notes is uncertain and could adversely affect investors.
Estimated Value
- The estimated value of the Notes at the Pricing Date is expected to be between $885.00 and $915.00 per Note, which is less than the public offering price of $1,000.00.
- The estimated value is based on TD’s internal funding rate and models, which may differ from other financial institutions.
Conclusion
Investing in the Notes involves significant risks, including the potential loss of the entire principal amount. Investors should carefully consider these risks and consult with their advisors before investing.
