The information in this preliminary pricing supplement is not complete and may be changed. We may not sell these securities until the pricing supplement, the accompanying product supplement, underlier supplement and prospectus (collectively, the “Offering Documents”) are delivered in final form. The Offering Documents are not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Callable Contingent Income Securities due April 15, 2027

Based on the Performance of the S&P 500^® Index

Principal at Risk Securities

Callable Contingent Income Securities (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, the securities offer the opportunity for investors to earn a contingent quarterly coupon with respect to each determination date on which the index closing value of the underlying index is greater than or equal to 80% of the initial index value, which we refer to as the coupon threshold level. However, if the index closing value of the underlying index is less than the coupon threshold level, you will not receive any contingent quarterly coupon with respect to the applicable determination date. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly coupons during the term of the securities. In addition, The Toronto-Dominion Bank (“TD”) may elect, on or before any applicable determination date (other than the final determination date), to redeem the securities at its discretion in whole, but not in part (an “issuer call”), on the contingent coupon payment date corresponding to such determination date (the “redemption date”), regardless of the index closing value of the underlying index on such determination date. If TD elects to redeem the securities prior to maturity, the securities will be redeemed on the redemption date for an amount per security equal to (i) the stated principal amount plus (ii) any contingent quarterly coupon otherwise payable with respect to the applicable determination date. No further payments will be made on the securities once they have been redeemed. Furthermore, if TD does not elect to redeem the securities prior to maturity and the final index value is less than 80% of the initial index value, which we refer to as the downside threshold level, TD will pay you a cash payment per security that will be less than the stated principal amount of the securities and could be zero and you will be exposed on a 1-to-1 basis to the decline of the final index value relative to the initial index value. In this scenario, you will lose a significant portion or all of your investment in the securities. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in any increase of the underlying index and will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities. These securities are for investors who are willing to risk their entire investment and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no interest over the entire term of the securities. The securities are senior debt securities issued by TD. The securities are notes issued as part of TD’s Senior Debt Securities, Series H. All payments on the securities are subject to the credit risk of TD. If TD were to default on its payment obligations, you may not receive any amounts owed to you under the securities and you could lose your entire investment in the securities. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

(1)

As determined by the calculation agent and as may be adjusted in the case of certain adjustment events as described under “General Terms of the Notes — Unavailability of the Level of, or Change in Law Event Affecting, the Reference Asset; Modification to Method of Calculation”, as described in the accompanying product supplement.

(2)

TDS will purchase the securities from TD at the price to public less a fee of $20.00 per security. TDS will resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount which reflects

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement, the product supplement, the underlier supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are unsecured and are not savings accounts or insured deposits of a bank. The securities are 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. The securities will not be listed or displayed on any securities exchange or electronic communications network.

We will deliver the securities in book-entry only form through the facilities of The Depository Trust Company on the original issue date against payment in immediately available funds.

Additional Information About TD and the Securities

You should read this pricing supplement together with the prospectus, as supplemented by the product supplement MLN-EI-1 (the “product supplement”) and the underlier supplement, relating to our Senior Debt Securities, Series H, of which these securities are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the product supplement. In the event of any conflict the following hierarchy will govern: first, this pricing supplement; second, the product supplement; third, the underlier supplement; and last, the prospectus. The securities vary from the terms described in the product supplement in several important ways. You should read this pricing supplement carefully.

This pricing supplement, together with the documents listed below, contains the terms of the securities and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” herein, “Additional Risk Factors Specific to the Notes” in the product supplement and “Risk Factors” in the prospectus, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the securities. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):

You may access these documents on the SEC website at www.sec.gov as follows:

Our Central Index Key, or CIK, on the SEC website is 0000947263. As used in this pricing supplement, “TD,” “we,” “us,” or “our” refers to The Toronto-Dominion Bank and its subsidiaries.

TD reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, TD will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case TD may reject your offer to purchase.

Investment Summary

Callable Contingent Income Securities

Principal at Risk Securities

The Callable Contingent Income Securities due April 15, 2027 based on the performance of the S&P 500^® Index, which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon, which is an amount equal to $20.00 (equivalent to 8.00% per annum of the stated principal amount) per security, with respect to each determination date on which the index closing value or the final index value, as applicable, is greater than or equal to 80% of the initial index value, which we refer to as the coupon threshold level. The contingent quarterly coupon, if any, will be payable on the relevant contingent coupon payment date specified on the cover hereof, which will generally be the third business day after the related determination date, except that the contingent coupon payment date for the final determination date will be the maturity date. It is possible that the index closing value of the underlying index could remain less than the coupon threshold level for extended periods of time or even throughout the term of the securities such that you may receive few or no contingent quarterly coupons.

TD may elect, on or before any applicable determination date (other than the final determination date), to redeem the securities at its discretion in whole, but not in part (an “issuer call”), on the contingent coupon payment date corresponding to the related determination date (the “redemption date”), regardless of the index closing value of the underlying index on the related determination date. If TD elects to redeem the securities prior to maturity, the securities will be redeemed on the redemption date for an amount per security equal to the early redemption payment, which will be (i) the stated principal amount plus (ii) any contingent quarterly coupon otherwise payable with respect to the related determination date. If TD does not elect to redeem the securities prior to maturity and the final index value is greater than or equal to 80% of the initial index value, which we refer to as the downside threshold level, the payment due at maturity will be (i) the stated principal amount plus (ii) any contingent quarterly coupon payable with respect to the final determination date. If, however, TD does not elect to redeem the securities prior to maturity and the final index value is less than the downside threshold level, investors will be exposed on a 1-to-1 basis to the decline of the final index value relative to the initial index value. The value of the payment received by investors at maturity will be less than 80% of the stated principal amount of the securities and could be as low as zero. Investors in the securities must be willing to accept the risk of losing their entire investment in the securities and also the risk of not receiving any contingent quarterly coupons during the term of the securities. In addition, investors will not participate in any increase of the underlying index and will not realize a return beyond the returns represented by the contingent quarterly coupons received, if any, during the term of the securities.

TD may elect to redeem the securities at its discretion prior to the maturity date. It is more likely that TD will elect to redeem the securities prior to maturity when the expected contingent quarterly coupons payable on the securities are greater than the interest that would be payable on other instruments issued by TD of comparable maturity, terms and credit rating trading in the market. TD is less likely to elect to redeem the securities prior to maturity when the expected contingent quarterly coupons payable on the securities are less than the interest that would be payable on other comparable instruments issued by TD, which includes when the value of the underlying index is less than the coupon threshold level. Therefore, the securities are more likely to remain outstanding when the expected amount payable on the securities is less than what would be payable on other comparable instruments and when your risk of not receiving a contingent quarterly coupon is relatively higher.

Key Investment Rationale

The securities offer the opportunity for investors to earn a contingent quarterly coupon equal to $20.00 (equivalent to 8.00% per annum of the stated principal amount) per security, with respect to each determination date on which the index closing value or the final index value is greater than or equal to 80% of the initial index value, which we refer to as the coupon threshold level. TD may elect to redeem the securities prior to maturity at a price equal to the early redemption payment, which will be (i) the stated principal amount per security plus (ii) any contingent quarterly coupon otherwise payable with respect to the applicable determination date. The payment at maturity will vary depending on the final index value, as follows:

Investing in the securities involves significant risks. You may lose a significant portion, and may lose all, of your investment in the securities. Any payment on the securities, including payments in respect of an optional early redemption, contingent quarterly coupon or any repayment of principal provided at maturity, is dependent on TD’s ability to pay all amounts due on the securities and, therefore, investors are subject to the credit risk of TD. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms of the securities.

The securities will not pay a contingent quarterly coupon on a contingent coupon payment date (including the maturity date) if the index closing value of the underlying index on the applicable determination date is less than the coupon threshold level. If TD does not elect to redeem the securities prior to maturity, and if the final index value is less than the downside threshold level, you will lose a significant portion, and may lose all, of your investment in the securities.

Investor Suitability

The securities may be suitable for you if:

The securities may not be suitable for you if:

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing value and (2) the final index value.

Diagram #1: Determination Dates Other Than the Final Determination Date

Diagram #2: Payment at Maturity if TD Does Not Elect to Redeem the Securities

For more information about the payout upon an issuer call or at maturity in different hypothetical scenarios, see “Hypothetical Examples” beginning on the following page.

Hypothetical Examples

The below examples are based on the following terms and are purely hypothetical (the actual terms of your securities will be determined on the pricing date and will be specified in the final pricing supplement). Any payments on the securities are subject to our credit risk.

In Examples 1 and 2, TD elects to redeem the securities prior to maturity and the securities are redeemed on the relevant redemption date. In Examples 3 and 4, TD does not elect to redeem the securities and the securities and remain outstanding until maturity.

In this example, the optional early redemption feature limits the term of your investment to approximately 3 months and you may not be able to reinvest at a comparable risk or yield. You will not receive any further payments on the securities following an issuer call. Your total payment per security in this example is $1,000.00 (a total return of 0.00% on the securities).

On the contingent coupon payment date corresponding to the third determination date, you receive an early redemption payment of $1,020.00, which includes the contingent quarterly coupon with respect to such determination date.

In this example, the optional early redemption feature limits the term of your investment to approximately 9 months and you may not be able to reinvest at a comparable risk or yield. If the securities are redeemed early, you will stop receiving contingent quarterly coupons.

Further, although the underlying index has increased by 20% from the initial index value to the index closing value on the third determination date, you only receive $1,020.00 per security and do not benefit from such increase. Your total payment per security in this example is $1,040.00 (a total return of 4.00% on the securities).

Examples 3 and 4 illustrate the payment at maturity per security based on the final index value.

$1,000.00 + $20.00 = $1,020.00

In this example, although the final index value represents a 10.00% decline from the initial index value, you receive the stated principal amount per security plus the contingent quarterly coupon, equal to a total payment of $1,020.00 per security at maturity. Your total payment per security in this example is $1,020.00 (a total return of 2.00% on the securities).

$1,000.00 + ($1,000.00 × underlying return)

= $1,000.00 + ($1,000.00 × -60%)

= $400.00

In this example, your payment at maturity is significantly less than the stated principal amount and you will receive a total cash payment per security at maturity equal to $400.00 (a loss of 60.00% on the securities).

Investing in the securities involves significant risks. The securities differ from ordinary debt securities in that TD is not necessarily obligated to repay the full amount of your investment in the securities. If TD does not elect to redeem the securities prior to maturity and the final index value is less than the downside threshold level, you will be exposed on a 1 for 1 basis to the negative performance of the underlying index from the initial index value to the final index value. In such circumstances, the amount that you receive at maturity will be less than 80% of the stated principal amount and you may lose your entire investment in the securities.

The securities will not pay a contingent quarterly coupon if the index closing value on any determination date is less than the coupon threshold level.

Any payment to be made on the securities, including any repayment of principal, is dependent on TD’s ability to pay all amounts due on the securities and, therefore, investors are subject to the credit risk of TD. If TD becomes unable to meet its financial obligations as they become due, investors may not receive any amounts due under the terms of the securities.

Risk Factors

The securities involve risks not associated with an investment in conventional debt securities. This section describes the most significant risks relating to the terms of the securities. For additional information as to these and other risks, please see “Additional Risk Factors Specific to the Notes” in the product supplement and “Risk Factors” in the prospectus.

Investors should consult their investment, legal, tax, accounting and other advisors as to the risks entailed by an investment in the securities and the suitability of the securities in light of their particular circumstances.

Risks Relating to Return Characteristics

Risks Relating to Characteristics of the Underlying Index

Risks Relating to Estimated Value and Liquidity

Risks Relating to General Credit Characteristics

Risks Relating to Hedging Activities and Conflicts of Interest

These trading activities may present a conflict between the holders’ interest in the securities and the interests we and our affiliates will have in our or their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for our or their customers’ accounts and in accounts under our or their management. These trading activities could be adverse to the interests of the holders of the securities.

We, the agent and/or our other affiliates may, at present or in the future, engage in business with one or more index constituent stock issuers, including making loans to or providing advisory services to those companies. These services could include investment banking and merger and acquisition advisory services. These business activities may present a conflict between our, the agent’s and/or our other affiliates’ obligations, and your interests as a holder of the securities. Moreover, we, the agent and/or our other affiliates may have published, and in the future expect to publish, research reports with respect to the underlying index or one or more index constituent stocks. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any of these activities by us and/or our other affiliates may affect the value of the underlying index and, therefore, the market value of, and any amounts payable on, the securities.

Risks Relating to Canadian and U.S. Federal Income Taxation

For a discussion of the Canadian federal income tax consequences of investing in the securities, please see the discussion in the prospectus under “Tax Consequences – Canadian Taxation” and in the product supplement under “Supplemental Discussion of Canadian Tax Consequences” and the further discussion herein under “Additional Information About the Securities”. If you are not a Non-resident Holder (as that term is defined in the prospectus) for Canadian federal income tax purposes or if you acquire the securities in the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the securities and receiving the payments that might be due under the securities.

Information About the Underlying Index

All disclosures contained in this document regarding the underlying index are derived from publicly available information. TD has not conducted any independent review or due diligence of any publicly available information with respect to the underlying index. You should make your own investigation into the underlying index.

S&P 500^® Index

We have derived all information regarding the S&P 500^® Index (“SPX”) contained in this document, including, without limitation, its make up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of, and is subject to change by S&P Dow Jones Indices LLC (its “Index Sponsor” or “S&P Dow Jones”).

SPX is published by S&P Dow Jones, but S&P Dow Jones has no obligation to continue to publish SPX, and may discontinue publication of SPX at any time. SPX is determined, comprised and calculated by S&P Dow Jones without regard to this instrument.

As discussed more fully in the underlier supplement under the heading “Indices — S&P 500^® Index”, SPX is intended to provide an indication of the pattern of common stock price movement. The calculation of the value of SPX is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. Select information regarding top constituents and industry and/or sector weightings may be made available by the Index Sponsor on its website.

Information as of market close on April 3, 2025:

Historical Information

The table below sets forth the published high and low index closing values, as well as end-of-quarter index closing value, of the underlying index for the specified period. The index closing value of the underlying index on April 3, 2025 was 5,396.52 (the “hypothetical initial index value”). The associated graph shows the index closing values of the underlying index for each day from January 1, 2020 to April 3, 2025. The dotted line represents a hypothetical downside threshold level and a hypothetical coupon threshold level of 4,317.216, which is equal to 80% of the hypothetical initial index value. The actual coupon threshold level and downside threshold level will be set on the pricing date. We obtained the information in the table below from Bloomberg Professional^® service (“Bloomberg”), without independent verification. TD has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the level of the underlying index at any time, including the determination dates.

This document relates only to the securities offered hereby and does not relate to the underlying index or other securities linked to the underlying index. We have derived all disclosures contained in this document regarding the underlying index from the publicly available documents described in the preceding paragraphs. In connection with the offering of the securities, none of us or any of our affiliates have participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying index.

Neither TD nor any of its affiliates makes any representation to you as to the performance of the underlying index.

Additional Information About the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.