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TD Bank (NYSE: TD) plans C$1B NVCC subordinated note sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

The Toronto-Dominion Bank announced a domestic public offering of C$1 billion in medium term notes structured as non-viability contingent capital (NVCC) subordinated debentures. The notes are expected to be issued on April 30, 2026 through a dealer syndicate led by TD Securities Inc.

The notes will pay a fixed 4.208% annual interest rate, paid semi-annually, until June 16, 2031, then switch to Daily Compounded CORRA plus 1.27%, paid quarterly, until maturity on June 16, 2036. With regulatory approval, TD may redeem the notes at par on or after June 16, 2031.

Net proceeds are earmarked for general corporate purposes, including redeeming outstanding capital securities and repaying other liabilities. The notes are not registered under the U.S. Securities Act of 1933 and are not being offered or sold in the United States.

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Insights

TD adds C$1B NVCC subordinated debt on long-dated, callable terms.

TD Bank Group is issuing C$1 billion of NVCC subordinated notes to bolster its regulatory capital stack and refinance existing capital instruments or other liabilities. The structure qualifies as non-viability contingent capital, meaning it can absorb losses if regulators deem the bank non-viable.

The notes pay a fixed 4.208% coupon until June 16, 2031, then float at Daily Compounded CORRA plus 1.27% until June 16, 2036. TD can redeem at par from 2031 with approval of Canada’s banking regulator, giving flexibility to refinance if funding costs or capital rules change.

For a bank with $2.1 trillion in assets as of January 31, 2026, this issuance is meaningful yet not transformational. It fits routine capital management rather than signaling a major strategic shift, especially as proceeds also support redemption of existing capital securities and repayment of other liabilities.

NVCC note issuance size C$1 billion Domestic public offering of subordinated medium term notes
Fixed coupon rate 4.208% per annum Paid semi-annually until June 16, 2031
Floating spread Daily Compounded CORRA + 1.27% Paid quarterly from June 16, 2031 to June 16, 2036
Final maturity June 16, 2036 Stated maturity date of the notes
First call date June 16, 2031 Earliest optional redemption date with regulatory approval
Total assets $2.1 trillion TD assets as of January 31, 2026
Client base 28.1 million clients Clients served across TD’s four key business segments
Active mobile users More than 13 million Digital users in Canada and the United States
non-viability contingent capital (NVCC) financial
"medium term notes (non-viability contingent capital (NVCC)) constituting subordinated indebtedness"
subordinated indebtedness financial
"medium term notes (non-viability contingent capital (NVCC)) constituting subordinated indebtedness of the Bank"
Debt that carries lower priority for repayment than other borrowings, meaning holders are paid only after higher‑priority creditors are made whole if the borrower runs into financial trouble; think of it as standing at the back of a queue at a checkout. It matters to investors because it usually carries higher interest to compensate for greater risk, affects how much creditors recover in default, and influences a borrower’s overall credit profile and cost of borrowing.
Daily Compounded CORRA financial
"and at Daily Compounded CORRA plus 1.27% thereafter (paid quarterly)"
medium term notes financial
"a domestic public offering of C$1 billion of medium term notes (non-viability contingent capital (NVCC))"
Medium term notes are debt securities companies or governments sell to borrow money for a few years—generally from about two to ten years—paying regular interest and returning your principal at maturity. Think of them like an IOU with a set length and interest schedule that investors can buy to earn income; they matter because their credit quality, interest rate type (fixed or floating) and maturity affect how much return and risk an investor takes on compared with short-term bills or long-term bonds.
redemption financial
"redeem the Notes on or after June 16, 2031, in whole or in part, at par plus accrued and unpaid interest"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

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

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FAQ

What did TD (TD) announce in this Form 6-K filing?
TD announced a domestic public offering of C$1 billion in NVCC subordinated medium term notes. These notes strengthen its capital structure and help refinance existing capital securities and other liabilities as part of ongoing balance sheet management.

What are the key terms of TD (TD) C$1 billion NVCC subordinated notes?
The notes pay 4.208% interest annually, semi-annually, until June 16, 2031, then float at Daily Compounded CORRA plus 1.27% until June 16, 2036. They constitute subordinated indebtedness and qualify as non-viability contingent capital under Canadian bank capital rules.

When can TD (TD) redeem the new NVCC subordinated notes?
TD may, at its option and with prior approval from the Superintendent of Financial Institutions (Canada), redeem the notes on or after June 16, 2031. Redemption can be in whole or in part, at par plus accrued and unpaid interest, with 10 to 60 days’ notice.

How will TD (TD) use the proceeds from the C$1 billion note issuance?
TD plans to use net proceeds for general corporate purposes, including redeeming outstanding TD capital securities and repaying other outstanding liabilities. This allows the bank to manage its funding mix and regulatory capital profile while maintaining flexibility across its balance sheet.

Are TD (TD) NVCC subordinated notes being offered in the United States?
No. The notes have not been and will not be registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the United States without registration or an applicable exemption. The offering is described as a domestic public transaction in Canada.

How large is TD Bank Group compared to this C$1 billion issuance?
TD reported $2.1 trillion in assets as of January 31, 2026, and serves over 28.1 million clients. Against this scale, the C$1 billion NVCC subordinated note issuance is significant but consistent with routine capital and liability management for a major North American bank.

 

 

 

 

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 April, 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 and the exhibits hereto are 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 April 23, 2026 - TD Bank Group to Issue NVCC Subordinated Debentures

 

 

 
 

 

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: April 23, 2026 By:  /s/ Sue-Anne Fox  
    Name:

Sue-Anne Fox

  
    Title:  

Associate Vice President, Legal, Treasury and Corporate Securities

  

 

 

 

 

 EXHIBIT 99.1

 

 

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

 

TD Bank Group to Issue NVCC Subordinated Debentures

April 23, 2026 - The Toronto-Dominion Bank (“TD” or the “Bank”) today announced a domestic public offering of C$1 billion of medium term notes (non-viability contingent capital (NVCC)) constituting subordinated indebtedness of the Bank (the “Notes”). The Notes will be issued and sold through a dealer syndicate led by TD Securities Inc.

 

The Notes are expected to be issued on April 30, 2026 and will bear interest at a fixed rate of 4.208% per annum (paid semi-annually) until June 16, 2031, and at Daily Compounded CORRA plus 1.27% thereafter (paid quarterly) until maturity on June 16, 2036.

 

The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes on or after June 16, 2031, in whole or in part, at par plus accrued and unpaid interest on not more than 60 nor less than 10 days’ notice to holders.

 

The net proceeds from this transaction will be used for general corporate purposes including the redemption of outstanding capital securities of TD and/or the repayment of other outstanding liabilities of TD.

 

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell securities in the United States.

 

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 over 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 $2.1 trillion in assets on January 31, 2026. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto Stock Exchange and New York Stock Exchange.

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

Source: View Original Filing on SEC EDGAR

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