Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) is offering US$2.162 million aggregate principal amount of 17-month Leveraged Capped Buffered Notes linked to the S&P 500 Index (SPX). The structured notes are senior unsecured obligations of TD, priced on 7 July 2025 and maturing 16 December 2026. They pay no periodic interest; all value is delivered at maturity based on the index’s performance between the pricing date (initial level 6,229.98) and the valuation date (14 December 2026).

Key payoff mechanics

• Upside participation: 180% leverage on positive index performance, capped at a maximum payment of US$1,178.56 per US$1,000 note (17.856% maximum return, corresponding to a cap level of 109.92% of the initial level).
• Buffer: Investors receive full principal back if the index declines by up to 10% (buffer level 5,606.982).
• Downside risk: If the index falls >10%, repayment is reduced by a downside multiplier of ~111.11%, exposing holders to approximately 1.1111% loss for each additional 1% drop beyond the buffer—potentially down to total loss of principal.

Structural and credit considerations

• The initial estimated value is US$996.40 per US$1,000, below the public offering price, reflecting TD’s internal funding rate, hedging costs and selling concessions.
• Notes are not listed on any exchange; liquidity is expected to be limited, and secondary prices may be well below face value.
• Payments are subject to TD credit risk; the notes are neither FDIC- nor CDIC-insured.
• Tax treatment is uncertain. TD and investors agree to treat the notes as prepaid derivative contracts, but alternative characterisations could apply.

Risk highlights

• Capped upside limits benefit if SPX rises more than 9.92%.
• Downside multiplier magnifies losses beyond the 10% buffer.
• Secondary market illiquidity, conflicts of interest (TD as issuer, calculation agent and market-maker) and potential misalignment between estimated value and market price.

Distribution: TD Securities (USA) LLC acts as agent; no underwriting discount is charged on the initial sale. Settlement is T+5. The offering prohibits sales to retail investors in the EEA and UK under PRIIPs rules.

Materiality: At US$2.162 million, the issuance is immaterial to TD’s balance sheet but relevant for investors seeking short-dated, leveraged exposure with partial downside protection. Investors must weigh the modest capped upside against credit, market and liquidity risks.

Toronto-Dominion Bank (TD) is offering $265,000 principal amount of Senior Debt Securities, Series H, titled Autocallable Contingent Interest Buffer Notes due 13 Jan 2027. The notes are linked to the least-performing share among Amazon (AMZN), Dollar General (DG) and JPMorgan Chase (JPM).

Key economics

• Principal Amount: $1,000 per note; minimum purchase $1,000.
• Term: ≈18 months (Issue 11 Jul 2025; Maturity 13 Jan 2027) unless called early.
• Contingent Interest: 16.80% p.a. (≈1.40% monthly) paid only if on each monthly Observation Date every Reference Asset closes ≥ its 50% barrier.
• Automatic Call: monthly beginning 08 Oct 2025 if all three shares close at or above their 100% Call Threshold (equal to initial price). Redemption equals principal + accrued interest.
• Downside Protection: 10% buffer; at maturity investors incur 1% loss for each 1% drop in the worst-performing share below 90% of its initial price, up to a maximum 90% principal loss.
• Estimated initial value: $964.60 per $1,000 note (3.5% below offer price) reflecting structuring and hedging costs.
• Underwriting discount: 0.75% ($7.50 per note); net proceeds $992.50 per note.

Risk highlights

• No guaranteed interest or principal; contingent on market performance.
• Exposure to credit risk of TD; notes unsecured and uninsured.
• Liquidity expected to be limited; not exchange-listed.
• Estimated value below purchase price implies immediate economic drag.
• Complex tax treatment; notes aimed at U.S. taxpayers only.

Investor profile: Suitable only for sophisticated investors seeking elevated coupon potential and comfortable with single-stock volatility, issuer credit exposure, possible 90% capital loss and limited liquidity. The 16.80% headline yield compensates for high risk, complexity, and a short 18-month horizon.

The Toronto-Dominion Bank (TD) is marketing preliminary Dual Directional Capped Buffer Notes linked to the S&P 500 Index (SPX) with a scheduled two-year term (Issue Date: expected 16 Jul 2025; Maturity: expected 15 Jul 2027). The $1,000 face-value, senior unsecured Series H notes provide:

• Upside participation: unleveraged exposure to positive index performance, capped at a Maximum Upside Return of at least 14.24% (exact rate set on pricing date).
• Contingent Absolute Return: if SPX ends below the Initial Level but above the 25% Buffer Level, investors receive +1% for every −1% move (max 25%).
• Buffer & downside leverage: first 25% of negative performance is buffered; beyond that, losses accelerate at ~1.3333×, exposing holders to up to 100% capital loss.
• Key dates: Pricing 11 Jul 2025, Valuation 12 Jul 2027; payment is based solely on SPX closing level on the Valuation Date.
• Estimated value: TD expects an initial economic value of $945–$980 per $1,000 note—below the public offering price—reflecting dealer margin, hedging costs and TD’s internal funding rate.
• Distribution economics: Public price $1,000; underwriting discount $15 (1.5%); TD receives $985 net. TDS is lead agent; JPMS and JPMorgan Chase Bank act as placement agents.
• Liquidity & listing: Notes will not be listed on any exchange; secondary market making, if any, will be discretionary and could involve significant bid/ask spreads.
• Credit & tax considerations: Payments depend on TD’s creditworthiness. U.S. tax treatment expected to follow prepaid derivative contract characterization; Section 871(m) not expected to apply. Canadian bail-in rules do not apply.

Illustrative payouts: under hypothetical assumptions (Initial Level 100):
• SPX +5% → $1,050 (5% gain)
• SPX +30% → capped at $1,142.40 (14.24% gain)
• SPX −20% → $1,200 (20% gain due to contingent absolute return)
• SPX −30% → $933.33 (6.667% loss)
• SPX −60% → $533.33 (46.667% loss)

Risk highlights: no periodic coupons, limited upside versus direct index investment, leveraged downside after buffer, credit exposure to TD, limited liquidity, and potential tax uncertainty. Investors must be willing to accept full principal loss and forgo dividends on SPX constituents.

The Toronto-Dominion Bank (TD) is marketing senior unsecured Autocallable Fixed Interest Barrier Notes (Series H) linked to the worst performer of Amazon.com (AMZN), Intel (INTC) and Tesla (TSLA). The three-year notes (Pricing Date 11-Jul-2025, Maturity 14-Jul-2028) pay a fixed coupon of 13.25% p.a., credited monthly ($11.042 per $1,000) until the earlier of automatic call or maturity.

Automatic call: On any monthly Call Observation Date (first 11-Jan-2026, last 11-Jun-2028) the notes redeem at par plus the current coupon if every reference share closes at or above its initial price (100% call threshold). Early redemption shortens the holding period and stops future coupons.

Principal repayment: • At maturity, if all three shares are ≥ 50% of their initial values (barrier), holders receive par.
• Otherwise, repayment equals par plus par × Least Performing Percentage Change. The downside is linear and uncapped; a ≥50% decline in the worst stock delivers a loss of equal magnitude, up to total principal loss.

Key terms:

• Issue price: $1,000; minimum investment $1,000.
• Estimated value at pricing: $900-$930 (reflects TD’s internal models/funding rate).
• Underwriting discount: 3% ($30) paid to TD Securities (USA) LLC; proceeds to TD $970.
• No exchange listing; secondary liquidity solely via dealer market making (none obliged).
• Credit exposure: senior unsecured claim on TD; not CDIC/FDIC insured.
• Barrier 50% of initial price; call threshold 100%.

Risk highlights (per filing): principal is at risk; high coupon compensates for volatility and credit risk; early call reinvestment risk; single-stock concentration; correlation risk (worst-of structure); estimated value below issue price; limited secondary market; potential conflicts of interest as TD acts as issuer, calculation agent and dealer.

The document is a 424(b)(2) pricing supplement and does not provide TD earnings or capital metrics; its relevance is primarily to investors evaluating this note’s risk/return profile rather than to TD’s overall financial position.

Toronto-Dominion Bank (TD) is offering $1,000-denominated, senior unsecured Callable Contingent Interest Barrier Notes due January 16, 2030. The notes are linked to the least-performing of three reference assets—the Nasdaq-100 Index (NDX), the Russell 2000 Index (RTY) and the VanEck Semiconductor ETF (SMH).

Income profile. Investors may receive a 15.40% p.a. contingent coupon, calculated and paid monthly (≈1.2833% per month) only if, on each observation date, every reference asset closes at or above 75% of its initial level. Miss the barrier for any asset and the coupon for that month is forfeited.

Call feature. TD can redeem the notes in whole on any monthly payment date starting with the sixth coupon date. If called, holders receive par plus any due coupon, ending further upside.

Principal repayment. If not called, maturity payment depends on final index levels:

• If every asset ≥ 60% of its initial value, investors receive par.
• If any asset < 60%, repayment equals par plus par × worst-performer percentage change—exposing principal to a 1-for-1 downside and potential total loss.

Pricing & liquidity. Public offering price = $1,000; underwriting discount up to $5 (0.50%). TD estimates the initial fair value at $925–$955, below issue price. Notes will not be listed; secondary liquidity depends on dealer willingness and may be limited.

Risk highlights. Investors face TD credit risk, conditional coupon risk, barrier breach risk, issuer call/re-investment risk, and valuation/market liquidity risk. The product is suitable only for investors who can tolerate potential loss of principal and coupon deferral.

The Toronto-Dominion Bank (TD) is offering senior unsecured Autocallable Contingent Interest Barrier Notes (Series H) linked to the least performing of three reference assets--the Russell 2000 Index (RTY), the S&P 500 Index (SPX) and the Energy Select Sector SPDR Fund (XLE). The 4-year notes are denominated in USD, issued in $1,000 minimums, and scheduled to mature on 23 July 2029 unless automatically called earlier.

Coupon mechanics: Investors will receive a contingent monthly interest of approximately 11.20% p.a. (0.9333% per month) only if, on the relevant observation date, the closing value of each reference asset is at or above 70% of its initial value (the “Contingent Interest Barrier”). Miss any barrier on an observation date and the coupon for that month is forfeited.

Autocall feature: Starting 18 January 2026 and quarterly thereafter, the notes are automatically redeemed at par plus any due coupon if each reference asset closes at or above 100% of its initial value on a Call Observation Date. Early redemption shortens the investment horizon and introduces reinvestment risk.

Principal repayment: • If the notes are not called and, on the final valuation date, each reference asset is ≥65% of its initial value (the “Barrier”), investors receive 100% of principal.
• If any asset finishes <65%, repayment equals: $1,000 + ($1,000 × Least Performing Percentage Change), exposing investors to a dollar-for-dollar loss beyond the 35% buffer, up to total loss.

Key terms:

• Contingent Interest Barrier: 70% of initial value
• Barrier at maturity: 65% of initial value
• Estimated value on pricing date: $920-$960 versus $1,000 offer price
• Underwriting discount: up to $7.50 (0.75%) per note
• Issuer credit risk: senior unsecured obligations of TD; not FDIC/CDIC insured
• Liquidity: no exchange listing; dealer market making discretionary

Risk highlights: Principal is at risk; high volatility reference assets (small-caps and energy) increase likelihood of barrier breach; investors may receive no coupons; secondary market price expected to be below issue price; complex U.S. tax treatment (prepaid derivative contract assumption; possible Section 1260 re-characterisation).

Suitability: The notes may appeal to yield-seeking investors who are moderately bullish on U.S. equities and energy, comfortable with TD credit exposure, and able to tolerate potential loss of principal and coupon deferral.