TORONTO DOMINION BANK SEC Filings

The Toronto-Dominion Bank is offering senior unsecured notes linked to an unequally weighted basket of five equity indices: EURO STOXX 50® (38%), TOPIX (26%), FTSE® 100 (17%), Swiss Market Index (11%) and S&P/ASX 200 (8%). The notes have an expected term of 26 to 29 months, pay no interest and are not principal-protected.

At maturity, investors receive leveraged upside of 250.00% of the basket’s gain, capped by a maximum payment amount of $1,251.00 to $1,295.00 per $1,000. A 15.00% downside buffer applies; below 85.00% of the initial basket level, losses accelerate at approximately 117.65% of further declines and investors can lose their entire principal.

The initial estimated value is expected to be $961.60 to $991.60 per $1,000, below the public offering price, reflecting TD’s internal funding rate, hedging costs and dealer compensation. The notes will not be listed, may have limited liquidity and are subject to TD’s credit risk and complex U.S. and Canadian tax treatment.

The Toronto-Dominion Bank is offering senior unsecured Market Linked Securities, Series H, tied to the worst performer of Broadcom and NVIDIA common stock, maturing on December 23, 2027. Each security has a $1,000 face amount and pays a 16.90% per annum contingent coupon, but only if on each monthly calculation day the lowest performing stock is at or above its coupon threshold (60% of its starting price).

The notes are auto-callable monthly from June 2026 through November 2027 if the lowest performing stock is at or above its starting price, in which case holders receive $1,000 plus the applicable coupon and the notes terminate early. If not called, at maturity investors receive $1,000 only if the lowest performer is at or above its downside threshold (50% of its starting price); otherwise the payoff is $1,000 multiplied by that stock’s performance, exposing investors to losses greater than 50% and potentially a total loss of principal.

The securities are senior unsecured obligations of TD, not insured by CDIC or FDIC, will not be listed on any exchange, and have an estimated value of $943.90 per $1,000 at pricing, below the original offering price. The tax treatment is complex, with U.S. investors expected to treat them as prepaid derivative contracts with ordinary income on coupons, and they are described as not appropriate for non-U.S. holders.

The Toronto-Dominion Bank is offering senior unsecured notes linked to the EURO STOXX 50® Index. The notes have a $1,000 principal amount, a term expected to be between 17 and 20 months, and pay no interest.

At maturity, if the index final level is at or above the threshold level of 87.50% of the initial level, investors receive a fixed Threshold Settlement Amount between $1,109.20 and $1,128.40 per $1,000, locking in a capped positive return even if the index rises substantially.

If the final level is below the threshold level, the payout falls below principal. Losses increase at a downside multiplier of approximately 1.1429, so a decline of more than 12.50% from the initial level can lead to significant, up to 100%, loss of principal.

The initial estimated value is expected to be between $961.80 and $991.80 per $1,000, lower than the public offering price, reflecting structuring, hedging costs and dealer compensation. The notes are unsecured obligations of TD, are not FDIC- or CDIC-insured, and are not listed, so any secondary market may be limited and at prices below the public offering price.

The Toronto-Dominion Bank is offering Senior Debt Securities, Series H, in the form of auto-callable notes linked to the common stock of Fluor Corporation (FLR). Each Note has a $1,000 principal amount with a minimum investment of $10,000 and a term of about 54 weeks, maturing on January 6, 2027, subject to automatic call.

On quarterly Review Dates, if FLR’s closing price is at or above the $41.30 Initial Price, the Notes are automatically called and pay back principal plus a contingent interest payment of $44.125 per $1,000, including any previously unpaid contingent interest under the “memory” feature. If not called, contingent interest is paid only when FLR closes at or above the Barrier Price of $26.845 (65% of the Initial Price.

If the Notes are not called and FLR’s Final Price on the last Review Date is below the Barrier Price, repayment at maturity is reduced dollar-for-dollar with FLR’s loss from the Initial Price, and investors can lose up to their entire principal. The estimated value on the pricing date is expected to be $940–$975 per Note, less than the $1,000 public offering price. The Notes are unsecured obligations of TD, will not be listed on an exchange, involve TD credit risk, limited liquidity, potential conflicts of interest, and complex, uncertain U.S. and Canadian tax treatment, including 30% U.S. withholding on contingent interest for many non-U.S. holders.

The Toronto-Dominion Bank is offering Capped Buffered Notes linked to the S&P 500® Index. Each Note has a $1,000 principal amount, a Strike Date of December 16, 2025, and matures on January 22, 2027. The Notes provide unleveraged upside to the index, but the payoff is capped at a Maximum Redemption Amount of $1,154.00 per Note, which represents a maximum gain of 15.40% over principal.

Investors are protected against the first 10.00% of index losses via a buffer: if the S&P 500® Final Value is between 90.00% and 100.00% of the Initial Value of 6,800.26, holders receive back their $1,000 principal. If the Final Value falls below the Buffer Value of 6,120.234, investors lose 1% of principal for each 1% index decline beyond that buffer, and can lose up to 90.00% of their investment.

The Notes pay no interest, are unsecured senior debt of TD, are not insured by any deposit insurer, and will not be listed on an exchange. The public offering price is $1,000.00 per Note, with an underwriting discount of $3.00 and proceeds to TD of $997.00 per Note, for a total offering of $500,000.00. TD’s estimated value on the pricing date is $995.50 per Note, below the public price, reflecting structuring and hedging costs. U.S. tax counsel views it as reasonable to treat the Notes as prepaid derivative contracts, but the tax outcome is uncertain, and investors are urged to consult their own advisors.

The Toronto-Dominion Bank is offering Callable Contingent Interest Barrier Notes linked to the least performing of the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and the S&P 500® Index. Each Note has a $1,000 principal amount and may pay contingent monthly interest at an annual rate of approximately 11.20%, but only when on the relevant observation date each index is at or above 70.00% of its initial level. If any index is below its barrier on an observation date, no interest is paid for that period.

TD may, at its discretion, call the Notes monthly starting on the third interest payment date, paying $1,000 per Note plus any due interest, after which no further amounts are owed. If the Notes are not called and on the final valuation date any index is below 70.00% of its initial level, repayment of principal is reduced 1% for each 1% decline of the worst-performing index, down to a possible total loss. Payments depend on TD’s credit, and the Notes are unsecured, not insured and not exchange-listed. The estimated value on the pricing date is expected to be between $940.00 and $975.00 per $1,000 Note, less than the public offering price.

The Toronto-Dominion Bank is issuing senior unsecured Callable Contingent Interest Barrier Notes linked to the worst performer of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index, in a $2,031,000 offering at $1,000 per Note.

The Notes may pay monthly contingent interest at an annual rate of approximately 10.90% only if, on each observation date, all three indices are at least 70% of their initial levels. TD can redeem the Notes in whole, at its discretion, on monthly call dates starting with the third interest payment date, returning principal plus any due interest.

If the Notes are not called, principal repayment at maturity on December 21, 2028 depends on the final level of each index. Full principal is repaid only if every index is at least 60% of its initial level; otherwise, investors lose 1% of principal for each 1% decline in the worst-performing index and could lose their entire investment. The Notes are not listed, are subject to TD’s credit risk, and had an estimated value of $973.70 per Note at pricing, below the public offering price.

The Toronto-Dominion Bank is offering senior unsecured Capped Buffered Notes linked to the S&P 500® Index. Each Note has a $1,000 principal amount, with a maximum redemption of $1,236 (a 23.60% cap) at maturity on June 24, 2027, based on the index level on the June 21, 2027 valuation date.

Investors receive full principal back if the index finish is between 90% and 100% of the initial level of 6,800.26, thanks to a 10% buffer. Below the 90% buffer value of 6,120.234, principal is reduced 1% for each 1% additional decline, up to a maximum 90% loss. The Notes pay no interest, are not listed, and are subject to TD’s credit risk. The public offering price is $1,000 per Note, with an estimated value of $994.90, reflecting structuring and hedging costs.

The Toronto-Dominion Bank is offering senior unsecured Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the least-performing of three ETFs: iShares Russell 2000 (IWM), Invesco QQQ Trust (QQQ) and SPDR S&P 500 ETF Trust (SPY). The Notes pay a contingent coupon at a 9.00% per annum rate (2.25% per quarter) only if, on each observation date, every ETF closes at or above its contingent interest barrier, set at 70% of its initial value. The Notes are automatically called if, on a call observation date, all ETFs are at or above 100% of their initial values, returning the $1,000 principal plus due and "memory" coupons. If the Notes are not called and on the final valuation date any ETF finishes below its 70% barrier, repayment of principal is reduced one-for-one with the decline of the worst-performing ETF, potentially to zero. The estimated value on the pricing date is $978.40 per $1,000 Note, the Notes will not be listed, and all payments are subject to TD’s credit risk.