Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) is offering senior unsecured Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Russell 2000® Index (RTY). The notes, issued under Series H, are scheduled to price on 9 July 2025, settle on 14 July 2025, and mature on 24 July 2026 (approx. 54 weeks), unless automatically called earlier.

• Principal amount: $1,000 per note (minimum purchase $10,000).
• Quarterly review dates: 21 Oct 2025, 20 Jan 2026, 21 Apr 2026, and 21 Jul 2026 (Final Review Date).
• Autocall trigger: If RTY closing level ≥ Initial Level (2,228.738) on any review date other than the final, TD repays principal plus earned and unpaid contingent interest; no further payments accrue.
• Contingent interest: $21.70 per $1,000 (2.17% per quarter) if RTY ≥ Barrier Level (1,671.5535, 75% of Initial Level) on a review date. Memory Interest pays missed coupons retroactively once the barrier is subsequently met.
• Barrier protection: If not called, principal is repaid in full only when Final Level ≥ Barrier Level. Otherwise, holders lose 1% of principal for every 1% RTY declines below the Initial Level, down to a potential 100% loss.
• Pricing economics: Public offering price $1,000; underwriting discount $10; proceeds to TD $990. Estimated fair value on the pricing date is $950-$985, below issue price, reflecting distribution costs and internal funding rate.
• Liquidity & listing: Notes will not be listed on any exchange; secondary market making is not guaranteed. Payments are subject to TD’s credit risk.

Risk highlights include potential total loss of principal, non-payment of contingent interest if the barrier is breached, reinvestment risk upon autocall, valuation and liquidity discounts in the secondary market, and tax uncertainties (30% U.S. withholding on coupons for non-U.S. holders). The product is prohibited from retail distribution in the EEA and UK under PRIIPs rules.

Investor profile: Suitable only for investors able to tolerate equity-linked downside, illiquidity, and issuer credit exposure in exchange for enhanced contingent income and limited upside capped at cumulative coupons.

The Toronto-Dominion Bank (TD) is offering unsecured Leveraged Capped Basket-Linked Notes (Series H) with a term of approximately 23-26 months and no periodic interest. The repayment at maturity depends on the performance of an unequally weighted equity basket comprising:

• EURO STOXX 50 Index — 38%
• TOPIX — 26%
• FTSE 100 Index — 17%
• Swiss Market Index — 11%
• S&P/ASX 200 Index — 8%

The initial basket level will be set to 100 on the pricing date. At maturity investors will receive, per US$1,000 principal:

• Upside: $1,000 + (300% × basket gain) capped at the Maximum Payment Amount (US$1,392.10 – US$1,461.10, equal to 39.21% – 46.11% total return). The cap corresponds to a basket level of roughly 113.07% – 115.37% of the initial level.
• Flat: Principal returned if the basket is unchanged.
• Downside: Loss of 1% of principal for every 1% basket decline; full principal loss possible.

Key structural features:

• Leverage factor: 300% on positive basket performance, subject to cap.
• Initial estimated value: US$961.70 – US$991.70 (below the US$1,000 public offering price) due to TD’s internal funding rate and associated costs.
• Term & settlement: Pricing expected in 2025; valuation date 23-26 months later; cash settlement two business days thereafter.
• Credit & liquidity: Senior unsecured obligations of TD; not FDIC or CDIC insured; not listed on any exchange; market-making at TD’s discretion only.

Principal risks highlighted include:

• No interest payments and capped upside limit overall return.
• Full downside exposure below initial basket level.
• Secondary market likely illiquid; sale prior to maturity may be at substantial discount.
• Credit risk of TD and potential conflicts in TD’s role as calculation agent and hedger.
• Complex U.S./Canadian tax treatment; no IRS ruling; possible Section 871(m) implications for non-U.S. holders.

The notes are intended for investors seeking short-dated, leveraged exposure to a diversified non-U.S. equity basket, who are comfortable with principal risk, liquidity constraints and issuer credit exposure.