TD Bank prices C$1.25B AT1 LRCN issue

The Toronto-Dominion Bank is raising capital through a Canadian public offering of C$1.25 billion of 5.918% Non-Viability Contingent Capital Additional Tier 1 Limited Recourse Capital Notes Series 7.

Rhea-AI Filing Summary

The Toronto-Dominion Bank is raising capital through a Canadian public offering of C$1.25 billion of 5.918% Non-Viability Contingent Capital Additional Tier 1 Limited Recourse Capital Notes Series 7. These notes pay 5.918% annually, with quarterly payments, until July 31, 2031.

After that date, the interest rate resets every five years based on the 5-year Government of Canada Yield plus 2.85%, and the notes mature on July 31, 2086. The bank expects the offering to close on June 11, 2026 and plans to use the net proceeds for general corporate purposes.

Each note holder’s recourse is limited to assets in a dedicated trust that will hold 1,250,000 Non-Cumulative 5-Year Fixed Rate Reset NVCC Preferred Shares, Series 34. TD may, with regulatory approval, redeem the notes starting July 1, 2031, and every five years thereafter, on at least 10 days’ and at most 60 days’ notice.

Key Figures

AT1 LRCN offering size: C$1.25 billion Initial coupon rate: 5.918% annually Reset spread: 2.85% over 5-year GoC Yield +5 more

8 metrics

AT1 LRCN offering size C$1.25 billion Canadian public offering of NVCC AT1 Limited Recourse Capital Notes Series 7

Initial coupon rate 5.918% annually Interest on LRCNs until July 31, 2031, payable quarterly

Reset spread 2.85% over 5-year GoC Yield Coupon resets every five years after July 31, 2031

Maturity date July 31, 2086 Final maturity of the Limited Recourse Capital Notes

Preferred Shares Series 34 1,250,000 shares Held in Limited Recourse Trust backing the LRCNs

First redemption window From July 1 to July 31, 2031 Optional redemption dates, subject to regulatory approval

Total assets CDN$2.1 trillion TD assets as of April 30, 2026

Clients served 28.1 million TD clients across four key business segments

Key Terms

Non-Viability Contingent Capital, Additional Tier 1, Limited Recourse Capital Notes, NVCC Preferred Shares, +2 more

6 terms

Non-Viability Contingent Capital financial

"C$1.25 billion of 5.918% Non-Viability Contingent Capital (“NVCC”) Additional Tier 1 (“AT1”)"

Additional Tier 1 financial

"Non-Viability Contingent Capital (“NVCC”) Additional Tier 1 (“AT1”)"

Limited Recourse Capital Notes financial

"Limited Recourse Capital Notes Series 7 (the “LRCNs”)"

Limited recourse capital notes are debt-like securities where repayment and investor claims are restricted to the cash flows or assets tied to a specific pool, project, or collateral; holders cannot pursue the issuer’s other assets if those designated sources fail. For investors this usually means higher potential yield but greater risk—think of lending money secured only by a single rental property’s rent rather than the borrower’s entire balance sheet, so returns depend on that asset’s performance.

NVCC Preferred Shares financial

"Non-Cumulative 5-Year Fixed Rate Reset NVCC Preferred Shares, Series 34"

Government of Canada Yield financial

"reset every five years based on the prevailing 5-year Government of Canada Yield plus 2.85 per cent"

The Government of Canada yield is the annual return investors receive from lending money to the Canadian federal government through its bonds and treasury notes; it’s shown as a percentage and moves as buyers and sellers trade those securities. Investors use it like a baseline interest rate—similar to a bank’s advertised savings rate—for valuing other investments, setting borrowing costs and gauging overall economic confidence, because government bonds are seen as very low-risk.

Limited Recourse Trust financial

"TD LRCN Limited Recourse Trust™ (the “Limited Recourse Trust”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital transaction did TD (TD) announce in this Form 6-K?

TD announced pricing of a Canadian public offering of C$1.25 billion Non-Viability Contingent Capital Additional Tier 1 Limited Recourse Capital Notes Series 7, raising regulatory capital for general corporate purposes.

What is the interest rate on TD’s new AT1 Limited Recourse Capital Notes?

The notes pay 5.918% annually, with interest paid quarterly until July 31, 2031. After that, the coupon resets every five years at the 5-year Government of Canada Yield plus 2.85 percentage points.

When do TD’s new AT1 Limited Recourse Capital Notes mature and when is closing expected?

The Limited Recourse Capital Notes mature on July 31, 2086. The expected closing date of the C$1.25 billion offering is June 11, 2026, subject to customary conditions being satisfied.

How is investor recourse structured for TD’s new Limited Recourse Capital Notes?

Each holder’s recourse is limited to their share of assets in TD LRCN Limited Recourse Trust. That trust will hold 1,250,000 Non-Cumulative 5-Year Fixed Rate Reset NVCC Preferred Shares, Series 34, except in limited circumstances.

When can TD redeem the new AT1 Limited Recourse Capital Notes?

With prior approval from the Superintendent of Financial Institutions (Canada), TD may redeem the notes starting July 1, 2031 and every five years thereafter, between July 1 and July 31, on 10 to 60 days’ notice.

How large is TD (TD) and what was its asset base in 2026?

TD is one of North America’s largest banks, serving 28.1 million clients across multiple businesses. It reported CDN$2.1 trillion in assets as of April 30, 2026, and has more than 13 million active mobile users in Canada and the United States.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 08:35 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June, 2026. Commission File Number:  001-14446

The Toronto-Dominion Bank

(Translation of registrant's name into English)

c/o General Counsel’s Office

P.O. Box 1, Toronto Dominion Centre,

Toronto, Ontario, M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐ Form 40-F ☑

This Form 6-K is incorporated by reference into all outstanding Registration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated June 4, 2026 - TD Announces Pricing of CAD Non-Viability Contingent Capital AT1 Limited Recourse Capital Notes

FORM 6-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE TORONTO-DOMINION BANK
DATE:  June 4, 2026	By:	/s/ Sue-Anne Fox
		Name:	Sue-Anne Fox
		Title:	Associate Vice President, Legal, Treasury and Corporate Securities

 EXHIBIT 99.1

TD Announces Pricing of CAD Non-Viability Contingent Capital
AT1 Limited Recourse Capital Notes

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, June 4, 2026 /CNW/ - The Toronto-Dominion Bank ("TD") (TSX: TD) (NYSE: TD) today announced the pricing of a Canadian public offering of C$1.25 billion of 5.918% Non-Viability Contingent Capital (“NVCC”) Additional Tier 1 (“AT1”) Limited Recourse Capital Notes Series 7 (the “LRCNs”).

The LRCNs will bear interest at a rate of 5.918 per cent annually, payable quarterly, for the initial period ending on, but excluding, July 31, 2031. Thereafter, the interest rate on the LRCNs will be reset every five years based on the prevailing 5-year Government of Canada Yield plus 2.85 per cent. The LRCNs will mature on July 31, 2086. The expected closing date of the offering is June 11, 2026. TD Securities is acting as lead agent and sole bookrunner on the issue.

Concurrently with the issuance of the LRCNs, TD will issue 1,250,000 Non-Cumulative 5-Year Fixed Rate Reset NVCC Preferred Shares, Series 34 ("Preferred Shares Series 34") to be held by Computershare Trust Company of Canada, as trustee for TD LRCN Limited Recourse Trust™ (the “Limited Recourse Trust”). In case of non-payment of interest on or principal of the LRCNs when due, the recourse of each LRCN holder will be limited to that holder’s proportionate share of the Limited Recourse Trust’s assets, which will consist of Preferred Shares Series 34, except in limited circumstances.

With the prior written approval of the Superintendent of Financial Institutions (Canada), TD may redeem the LRCNs commencing on July 1, 2031, and every five years thereafter, during the period from and including July 1 to and including July 31. TD may redeem the LRCNs in whole or in part on not less than 10 days' and not more than 60 days’ prior notice to the LRCN holders.

The net proceeds from this transaction will be used for general corporate purposes.

The LRCNs have not been, and will not be, registered in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the Securities Act) absent registration under the Securities Act or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, these securities in the United States or in any other jurisdiction where such offer, solicitation or sale would be unlawful.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by assets and serves 28.1 million clients in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Banking, including TD Auto Finance U.S. and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen.

TD also ranks among North America's leading digital banks, with more than 13 million active mobile users in Canada and the U.S. TD had CDN$2.1 trillion in assets on April 30, 2026. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto Stock Exchange and the New York Stock Exchange.

SOURCE TD Bank Group

For further information:
Brooke Hales, Senior Vice President, Investor Relations, 416-307-8647; Gabrielle Sukman, Senior Manager, Corporate and Public Affairs, 416-983-1854

Filing Exhibits & Attachments

1 document

Press Releases

• EX-991 NEWS RELEASE DATED JUNE 4, 2026 7.3 KB