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Filed Pursuant to Rule 433
Registration Statement No. 333-283969
Dated February 4, 2026
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Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the Nasdaq-100® Technology Sector IndexSM,
the Russell 2000® Index and the EURO STOXX 50® Index due February 14, 2029
Term Sheet to Preliminary Pricing Supplement dated February 4, 2026
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Issuer:
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The Toronto-Dominion Bank (the “Bank”)
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Underwriters:
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TD Securities (USA) LLC and Wells Fargo Securities, LLC
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Market Measures:
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The Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and the EURO STOXX 50® Index (each referred to as an “Index,” and collectively
as the “Indices”).
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Pricing Date*:
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February 9, 2026
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Issue Date*:
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February 12, 2026
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Face Amount and
Original Offering Price:
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$1,000 per security
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Contingent Coupon
Payments:
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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.
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Contingent Coupon
Payment Dates:
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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.
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Contingent Coupon
Rate:
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At least 11.55 % per annum, to be determined on the pricing date
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Automatic Call:
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If the closing level of the lowest performing Index on any of the calculation days from August 2026 to November 2028, 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.
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Calculation Days*:
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Quarterly, on the 9th day of each February, May, August and November, commencing in May 2026 and ending in February 2029. We refer to the calculation day scheduled to occur in February 2029
(expected to be February 9, 2029) as the “final calculation day.”
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Call Settlement Date:
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Three business days after the applicable calculation day.
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Maturity Payment
Amount (per security):
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• 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
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Stated Maturity Date*:
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February 14, 2029
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Starting Level:
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For each Index, its closing level on the pricing date
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Ending Level:
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For each Index, its closing level on the final calculation day
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Coupon Threshold
Level:
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For each Index, 75% of its starting level
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Downside Threshold
Level:
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For each Index, 75% of its starting level
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Lowest Performing
Index:
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For any calculation day, the “lowest performing Index” will be the Index with the lowest performance factor on that calculation day.
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Performance Factor:
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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).
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Calculation Agent:
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The Bank
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Denominations:
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$1,000 and any integral multiple of $1,000
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Agent Discount**:
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Up to 2.325%; dealers, including Wells Fargo Advisors, LLC (“WFA”), may receive a selling concession of up to 1.75%, and WFA may receive a distribution
expense fee of 0.075%.
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CUSIP / ISIN:
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89115LGA0 / US89115LGA08
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Material Canadian
and U.S. Tax
Consequences:
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See the preliminary pricing supplement.
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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.
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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.
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The Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If Another Index Performs Favorably.
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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 A Better
Performing Index.
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You Will Be Subject To Risks Resulting From The Relationship Among The Indices.
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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.
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Higher Contingent Coupon Rates Are Associated With Greater Risk.
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You Will Be Subject To Reinvestment Risk.
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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.
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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.
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The Estimated Value Of Your Securities Is Expected To Be Less Than The Original 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 Original 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 Indices Change, The Market Value Of Your Securities May Not Change In The Same Manner.
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The Indices Reflect Price Return Only And Not Total Return.
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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.
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Investing In The Securities Is Not The Same As Investing In The Indices.
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Historical Values Of The Market Measures Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measures During The Term Of The Securities.
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Changes That Affect An Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
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We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In Any Index.
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We And Our Affiliates And The Agents And Their Affiliates Have No Affiliation With Any Index Sponsor And Have Not Independently Verified Their Public Disclosure Of Information.
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The Securities are Subject to Risks Associated with the Technology Sector.
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An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With Small Market Capitalizations.
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The Securities Will Not Be Adjusted For Changes In Exchange Rates Related To The U.S. Dollar.
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The Securities Are Subject To Non-U.S. Securities Market Risk.
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Governmental Regulatory Actions, Such As Sanctions, Could Adversely Affect Your Investment In The Securities.
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Trading And Business Activities By The Bank Or Its Affiliates May Adversely Affect The Market Value Of, And Any Amount Payable On, The Securities.
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There Are Potential Conflicts Of Interest Between You And The Calculation Agent.
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The Tax Consequences Of An Investment In The Securities Are Unclear.
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