TD Bank (NYSE: TD) 40-F details 1.69B shares and ethics updates
The Toronto-Dominion Bank filed its annual Form 40-F, providing its U.S. annual report under the Exchange Act. The bank reports 1,689,495,505 Common Shares outstanding as of the close of the fiscal year ended October 31, 2025, along with multiple series of preferred shares, including non-viability contingent capital instruments and Class A First Preferred Shares issued in connection with Limited Recourse Capital Notes.
The filing incorporates by reference the 2025 Annual Information Form, Management’s Discussion and Analysis, and audited annual financial statements, and confirms that Ernst & Young LLP in Toronto is the independent auditor. It describes the bank’s disclosure controls, internal control over financial reporting, audit committee, and pre-approval policy for audit and non-audit services. The bank highlights amendments to its Code of Ethics to tighten rules on gifts, anti-corruption, insider information, and political expressions at work, and notes that no waivers were granted to top executives.
Under Section 13(r), the bank discloses three limited relationships involving individuals designated under U.S. sanctions, where accounts in Canada were frozen or relationships ended, with gross revenue and net profit described as de minimis and not material, and states it does not intend to engage in further activity with respect to these relationships.
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FAQ
What does The Toronto-Dominion Bank (TD) report in its latest Form 40-F annual filing?
The Form 40-F is TD’s annual report
How many TD (TD) shares were outstanding at the end of the fiscal year?
As of the close of the period covered by the annual report, TD reports 1,689,495,505 Common Shares outstanding, plus multiple series of preferred shares, including several Non-Cumulative 5-Year Rate Reset Preferred Shares and Class A First Preferred Shares tied to Limited Recourse Capital Notes.
Who audits The Toronto-Dominion Bank (TD) and what is disclosed about internal controls?
The filing states that Ernst & Young LLP, based in Toronto, Canada, is TD’s independent registered public accounting firm. Disclosures on disclosure controls, management’s report on internal control over financial reporting, and the auditor’s attestation report are incorporated by reference from the bank’s Management’s Discussion and Analysis and Annual Financial Statements.
What changes did TD (TD) make to its Code of Ethics?
The bank’s Code of Conduct and Ethics was amended (filed March 4, 2025) to emphasize considering public expectations in difficult decisions, expand reporting of criminal charges to include adverse regulatory findings or disciplinary action, clarify a ban on accepting or giving any form of money or cash-equivalent gifts, add a prohibition on recommending securities based on material non-public information, and prohibit clothing or accessories with partisan political slogans that could be seen as representing TD.
What Iran- and sanctions-related activities does TD (TD) disclose under Section 13(r)?
For the fiscal year ended October 31, 2025, TD discloses three matters involving individuals designated by the U.S. Office of Foreign Assets Control, including one CAD 3,000.00 personal account and other personal banking relationships in Canada. The bank froze relevant accounts or ended the relationships, filed disclosures with Canadian authorities, describes gross revenue and net profit from these relationships as de minimis and not material, and states it does not intend to engage in further activity related to them.
What governance and compliance information does TD (TD) highlight in this 40-F?
The filing notes that TD has an Audit Committee identified in its Annual Information Form, an Incentive Compensation Clawback Policy, pre-approval policies for audit and non-audit services, and that waiver of SEC pre-approval provisions was not used for audit-related, tax, or other fees in the fiscal year. It also references a comparison of NYSE corporate governance rules with TD’s practices, available on the bank’s website.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[Check one]
☐
OR
☒
For the fiscal year ended
Commission File Number
THE
(Exact name of Registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
(I.R.S. Employer Identification Number (if applicable))
,
(
)
(Address and telephone number of Registrant’s principal executive offices)
, The Toronto-Dominion Bank
,
(
)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
For annual reports, indicate by check mark the information filed with this form:
☒
Annual information form
☒
Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.
Common Shares
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 1
(Non-Viability Contingent Capital)
20,000,000
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 16
(Non-Viability Contingent Capital)
14,000,000
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 18
(Non-Viability Contingent Capital)
14,000,000
Class A First Preferred Shares, Series 26
1,750,000
(Non-Viability Contingent Capital)*
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 27
850,000
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series 28
800,000
Class A First Preferred Shares, Series 29
(Non-Viability Contingent Capital)*
1,500,000
Class A First Preferred Shares, Series 30
(Non-Viability Contingent Capital)*
1,750,000
Class A First Preferred Shares, Series 31
(Non-Viability Contingent Capital)*
750,000
Class A First Preferred Shares, Series 32
(Non-Viability Contingent Capital)*
750,000
Class A First Preferred Shares, Series 33
(Non-Viability Contingent Capital)*
750,000
*In connection with the issuance of: (i) Limited Recourse Capital Notes NVCC, Series 1, the Registrant issued CAD$1,750
million of Class A First Preferred Shares, Series 26 (Series 26 Preferred Shares) at a price of CAD$1,000 per Series 26
Preferred Share; (ii) Limited Recourse Capital Notes NVCC, Series 2, the Registrant issued CAD$1,500 million of Class A
First Preferred Shares, Series 29 (Series 29 Preferred Shares) at a price of CAD$1,000 per Series 29 Preferred Share; (iii)
Limited Recourse Capital Notes NVCC, Series 3, the Registrant issued USD$1,750 million of Class A First Preferred
Shares, Series 30 (Series 30 Preferred Shares) at a price of USD$1,000 per Series 30 Preferred Share; and (iv) Limited
Recourse Capital Notes NVCC, Series 4, the Registrant issued USD$750 million of Class A First Preferred Shares, Series
31 (Series 31 Preferred Shares) at a price of USD$1,000 per Series 31 Preferred Share. The Series 26 Preferred Shares,
Series 29 Preferred Shares, Series 30 Preferred Shares and Series 31 Preferred Shares were issued to a trust to be held as
limited recourse trust assets in connection with the Limited Recourse Capital Note structure. The Series 26 Preferred Shares,
Series 29 Preferred Shares, Series 30 Preferred Shares, Series 31 Preferred Shares, Series 32, and Series 33 are eliminated
on the Registrant's consolidated financial statements.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
☒
No
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Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit such files).
☒
No
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Indicate by check mark whether the Registrant is an emerging growth company, as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.
☐
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to
its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Auditor Name:
Auditor Location:
Auditor Firm ID:
Disclosure Controls and Procedures
The disclosure provided under the heading
Accounting Standards and Policies – Controls and Procedures – Disclosure Controls and
Procedures
included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Management’s Annual Report on Internal Control Over Financial Reporting
The disclosure provided under the heading
Accounting Standards and Policies – Controls and Procedures - Management’s Report on
Internal Control Over Financial Reporting
included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by
reference herein.
Attestation Report of the Registered Public Accounting Firm
The disclosure provided under the heading
Report of Independent Registered Public Accounting Firm To the Shareholders and the
Board of Directors of The Toronto -Dominion Bank – Opinion on Internal Control over Financial Reporting
included in Exhibit 99.3:
2025 Annual Financial Statements is incorporated by reference herein.
Changes in Internal Control Over Financial Reporting
The disclosure provided under the heading
Accounting Standards and Policies – Controls and Procedures - Changes in Internal
Control Over Financial Reporting
included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference
herein.
Audit Committee Financial Expert
The disclosure provided under the heading
Directors and Executive Officers - Audit Committee
included in Exhibit 99.1: Annual
Information Form dated December 3, 2025 is incorporated by reference herein.
Code of Ethics
The Registrant has adopted the
Code of Conduct and Ethics for Employees and Directors
(the “Code”) as its code of ethics applicable
to all its employees and directors, including the Registrant’s Group President and Chief Executive Officer, Group Head and Chief
Financial Officer, and Senior Vice President, Finance, Controller and Chief Accountant. The Registrant posts the Code on its website
at
www.td.com
made by mail, telephone or e-mail to:
The Toronto-Dominion Bank
TD Shareholder Relations
P.O. Box 1, Toronto-Dominion Centre
Toronto, Ontario, Canada M5K 1A2
Telephone: 1-866-756-8936
E-mail:
tdshinfo@td.com
On March 4, 2025, an amended version of the Code was filed with the SEC on Form 6-K and made available on the Registrant’s
website.
The key amendments made to the Code at that time included: (a) Applying the Code, Step 4, Evaluate the options and make a
decision: Added the concept of considering the expectations of the general public when assessing a difficult decision; (b) 2.
Demonstrating Personal Integrity, A. Criminal Charges and Regulatory Investigations: The obligation for employees to provide notice
to TD of any criminal charges has been expanded to include notice of any adverse regulatory findings or disciplinary action; (c)
Applying the Code, 2. Demonstrating Personal Integrity, B. Gifts and Entertainment and F. Irregular Business Conduct, Bribery and
Corruption: Various amendments were made to clarify and emphasize the prohibition against accepting, offering or giving any form of
money or cash equivalents including stored value cards, gift cards, gift certificates, gift vouchers or coupons with a cash face value;
(d) 2. Demonstrating Personal Integrity, F Irregular Business Conduct, Anti-Competitive Behaviour: Amended to include a prohibition
against "recommending" the purchase or sale of a security based on material, non -public information about the relevant entity; and (e)
6. Work Environment, A. Appearance and Courtesy: Amendments were made prohibiting employees from wearing clothing or
accessories with partisan political slogans, statements or images that contribute to the perception that those views represent TD, which
brings the Code in line with the dress code obligations already found in core business policies.
No waivers from the provisions of the Code were granted in the fiscal year ended October 31, 2025 to the Registrant’s Group
President and Chief Executive Officer, Group Head and Chief Financial Officer, and Senior Vice President, Finance, Controller and
Chief Accountant.
Principal Accountant Fees and Services
The disclosure regarding Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees provided under the heading
Directors and
Executive Officers - Pre-Approval Policies and Shareholders’ Auditor Service Fees
included in Exhibit 99.1: Annual Information
Form dated December 3, 2025 is incorporated by reference herein.
Pre-Approval Policy for Audit and Non-Audit Services
The disclosure provided under the heading
Directors and Executive Officers - Pre-Approval Policies and Shareholders’ Auditor
Service Fees
included in Exhibit 99.1: Annual Information Form dated December 3, 2025 is incorporated by reference herein.
During the fiscal year ended October 31, 2025, the waiver of pre-approval provisions set forth in the applicable rules of the SEC were
not utilized for any services related to Audit-Related Fees, Tax Fees or All Other Fees and the Audit Committee did not approve any
such fees subject to the waiver of pre-approval provisions.
Hours Expended on Audit Attributed to Persons Other than the Principal Accountant’s Employees
Not Applicable
Off-balance Sheet Arrangements
The disclosure provided under the heading
Group Financial Condition – Securitization and Off-Balance Sheet Arrangements
included
in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Contractual and Other Obligations
The disclosure provided in Table 58:
Remaining Contractual Maturity
Analysis is incorporated by reference herein.
Identification of the Audit Committee
The disclosure provided under the heading
Directors and Executive Officers - Audit Committee
included in Exhibit 99.1: Annual
Information Form dated December 3, 2025 identifying the Registrant’s Audit Committee is incorporated by reference herein.
Mine Safety Disclosure
Not Applicable
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable
Recovery of Erroneously Awarded Compensation.
Not Applicable
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
Comparison of New York Stock Exchange Corporate Governance Rules
A comparison of NYSE Corporate Governance Rules required to be followed by U.S. Domestic Issuers under the NYSE's listing
standards and the Corporate Governance practices of The Toronto -Dominion Bank (disclosure required by section 303A.11 of the
NYSE Listed Company Manual) is available on the Corporate Governance section of the Registrant’s website at
https://www.td.com/ca/en/about -td/corporate-profile/corporate-governance
.
Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (Section 219), which added Section 13(r)
to the Securities Exchange Act of 1934, as amended, the Bank is required to disclose whether it or any of its affiliates have knowingly
engaged in certain specified activity related to Iran or with certain other persons that are the subject of U.S. sanctions laws. During the
fiscal year ending on October 31, 2025, the Bank identified three matters pursuant to Section 219.
The Bank identified a personal account opened in Canada with an initial deposit of CAD 3,000.00 for an individual designated by the
U.S. Department of the Treasury’s Office of Foreign Assets Control pursuant to Executive Order 13224. The Bank froze the account
as well as filed a disclosure with the local competent authority pursuant to the Canadian Criminal Code, due to the identified
connection of the individual with a Canada-listed terrorist organization. No other transactions were conducted on the account.
The Bank identified a banking relationship with a separate individual designated by the U.S. Department of the Treasury's Office of
Foreign Assets Control pursuant to Executive Order 13224. The banking relationship consisted of a credit card account that had been
closed earlier in the fiscal year and an inactive personal account held in Canada. The Bank froze the personal account as well as filed
a disclosure with the local competent authority pursuant to the Canadian Criminal Code, due to the identified connection of the
individual with a Canada-listed terrorist organization. No other transactions were conducted via the account.
The Bank identified a banking relationship with an individual designated by the U.S. Department of the Treasury's Office of Foreign
Assets Control as subject to secondary sanctions pursuant to Executive Order 13902. This individual was designated due to acting as
a facilitator of financial activities on behalf of the Iranian government. The banking relationship consisted of two personal accounts
held in Canada, both with minimal activity. The Bank ended its relationship with this individual.
The Bank’s gross revenue and net profit attributable to these three relationships was de minimis and not material to the Bank’s
business. The Bank does not intend to engage in further activity with respect to these relationships.
Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Registrant:
THE TORONTO-DOMINION BANK
By:
/s/ Kelvin Tran
Name:
Kelvin Tran
Title:
Group Head and Chief Financial Officer
Date:
December 4, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
ANNUAL REPORT PURSUANT TO
SECTION 13(a) or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
________________________________
THE TORONTO-DOMINION BANK
________________________________
EXHIBITS
________________________________
INDEX TO EXHIBITS
No.
Exhibits
97
Incentive Compensation Clawback Policy Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the Form
40-F filed with the SEC on December 6, 2024)
99.1
Annual Information Form dated December 3, 2025
99.2
2025 Management’s Discussion and Analysis
99.3
2025 Annual Financial Statements
99.4
Industry Guide 3 – Return on Assets and Equity to Assets Ratios
99.5
Code of Ethics (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on March 4, 2025)
99.6
Consent of Independent Registered Public Accounting Firm
99.7
Certification Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
99.8
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
101
The following financial information from The Toronto-Dominion Bank's Annual Report on Form 40-F for the year ended October 31,
2025 formatted in Inline XBRL: (i) Consolidated Balance Sheet as at October 31, 2025 and 2024; (ii) Consolidated Statements of Income,
Comprehensive Income, Changes in Equity, and Cash Flows for each of the two years ended October 31, 2025; and (iii) Notes to
Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)