TD Bank (TD) updates shelf registration with new legal opinions

Rhea-AI Filing Summary

The Toronto-Dominion Bank submitted a Form 6-K as a foreign private issuer, mainly to file legal opinions and related consents connected to its existing shelf registration on Form F-3/A with the U.S. Securities and Exchange Commission. The filing lists opinions from both U.S. and Canadian legal counsel and their consents, which are incorporated by reference into the bank’s registration statement. This is an administrative and compliance-focused update rather than a financial or earnings disclosure.

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 January 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 Form 20-F or Form 40-F.

Form 20-F  ☐    Form 40-F  ☒

This Form 6-K and the exhibits hereto are incorporated by reference into The Toronto-Dominion Bank’s Registration Statements on Form F-3/A filed with the U.S. Securities and Exchange Commission on February 26, 2025 (File No. 333-283969).

EXHIBIT INDEX

Exhibit		Description
5.1		Opinion of Simpson Thacher & Bartlett LLP, U.S. counsel for the Bank.
5.2		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Bank.
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 above).
23.2		Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above).

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: January 13, 2026				By:		/s/ Sue-Anne Fox
				Name:		Sue-Anne Fox
				Title:		Associate Vice President, Legal, Treasury and Corporate Securities

FAQ

What is the purpose of The Toronto-Dominion Bank (TD) January 2026 Form 6-K?

The Form 6-K is used to provide U.S. investors with legal opinions and related consents that are incorporated by reference into The Toronto-Dominion Bank’s existing Form F-3/A shelf registration statement.

Does this TD Form 6-K include new financial or earnings information?

No. The content focuses on filing legal opinions and consents tied to an existing registration statement, not on financial results or earnings data.

Which legal firms provided opinions in this TD Form 6-K filing?

Simpson Thacher & Bartlett LLP, as U.S. counsel, and McCarthy Tétrault LLP, as Canadian counsel, each provided legal opinions that are listed as exhibits.

How is this Form 6-K related to TD’s Form F-3/A shelf registration?

The Form 6-K and its exhibits are expressly incorporated by reference into The Toronto-Dominion Bank’s Form F-3/A registration statement, supporting that shelf with updated legal opinions and consents.

Does this TD Form 6-K describe any new securities offering terms?

No. It only identifies legal opinion and consent exhibits associated with a previously filed Form F-3/A registration statement, without detailing specific offering terms.

Who signed this TD Form 6-K on behalf of the bank?

The report was signed on behalf of The Toronto-Dominion Bank by Sue-Anne Fox, Associate Vice President, Legal, Treasury and Corporate Securities.