Toronto Domin SEC Filings

The Toronto‐Dominion Bank (TD) is issuing $2.747 million of Callable Fixed-Rate Notes due June 23, 2032 under its Rule 424(b)(2) shelf. The notes carry a 5.00% fixed coupon payable quarterly on the 23rd of March, June, September and December, beginning September 23, 2025, using a 30/360 day-count convention. Principal is repaid at par on the June 23, 2032 maturity date unless TD exercises its redemption option.

Optional redemption: TD may redeem the notes in whole (not in part) on any quarterly Interest Payment Date from September 23, 2026 through the payment date immediately before maturity. Five business-day prior notice to DTC is required and the decision is subject to Office of the Superintendent of Financial Institutions approval if Total Loss Absorbing Capacity requirements could be breached.

Offering terms: The public offering price is 100% of principal ($1,000 per note). TD Securities (USA) LLC is sole underwriter, earning up to 2.05% ($20.50) per note, with total underwriting discount of $53,923.06. Net proceeds to TD equal $2,693,076.94. Certain fee-based advisory accounts could have paid as little as 98.40% of par.

Risk profile: The notes are senior, unsecured, bail-inable debt under Canadian law and are subject to statutory conversion or extinguishment under CDIC Act §39.2(2.3). They are neither CDIC nor FDIC insured and will not be listed on any exchange. Investors face TD credit risk and potential bail-in conversion risk. For U.S. federal tax purposes, the notes are expected to be treated as fixed-rate debt issued without original-issue discount.

Settlement & trading: Issued in DTC global form on June 23, 2025 (T+2). Because normal secondary trades settle T+1, early secondary transactions will require alternative settlement arrangements.

Use of proceeds: Not specifically disclosed; proceeds will enter TD’s general funds. Given the limited size relative to TD’s balance sheet, the offering is financially immaterial but adds modest tenor-matched funding flexibility.

Toronto-Dominion Bank (TD) has filed a Rule 424(b)(2) pricing supplement for a $1 million issuance of Senior Debt Securities, Series H, structured as Autocallable Equity-Linked Notes tied to the performance of two U.S. equities: Constellation Energy Corporation (CEG) and Meta Platforms, Inc. Class A (META). The notes are dollar-denominated, offered in minimum denominations of $1,000, and were priced on 17 Jun 2025 with settlement on 25 Jun 2025.

Key economic terms

• Term: roughly 12 months, maturing 22 Jun 2026 unless called early.
• Autocall feature: If, on the Call Valuation Date (17 Dec 2025), the closing price of each Reference Asset is ≥ its Initial/Call Threshold Price (CEG $305.70; META $697.23), TD will redeem the notes for $1,266 per $1,000 principal (26.60% premium); no further payments thereafter.
• Payoff at maturity (if not called):
• If every Reference Asset ends > initial price: principal plus 200% leveraged participation in the least-performing percentage gain.
• If any Reference Asset ≤ initial but all ≥ 60% of initial: return of principal only.
• If any Reference Asset < 60% of initial (“barrier breach”): linear downside exposure to the least-performing asset; investors can lose the entire principal.
• Interest: none.
• Initial estimated value: $951.30 per $1,000, below the public offering price, reflecting TD’s internal funding rate and associated hedging/structuring costs.
• Distribution economics: Public offering price $1,000; underwriting discount $10; net proceeds to TD $990 per note.
• Credit & liquidity: Unsecured, unsubordinated TD obligations; not insured by FDIC or CDIC; no exchange listing anticipated.

Principal risks highlighted include issuer credit risk, full downside exposure below a 40% buffer, valuation uncertainty, and limited or no secondary-market liquidity. The filing emphasises that the initial estimated value is not a predictive secondary-market price and may temporarily differ from quotes provided by TD Securities (USA) LLC.

Toronto-Dominion Bank (TD) is offering US$2.314 million of “Leveraged Capped Buffered S&P 500 Index-Linked Notes” (Series H senior debt) that mature on 18 February 2027. The notes are unsecured, bear no periodic interest and are exposed to both TD’s credit risk and market performance of the S&P 500 Index (initial level 6,033.11).

Key economic terms:

• Leverage Factor: 150 % of any positive index performance.
• Cap Level: 112.08 % of the initial level, producing a maximum payment of US$1,181.20 per US$1,000 note (18.12 % absolute cap).
• Buffer: First 10 % of index decline is protected; below the buffer, losses accelerate at a Downside Multiplier of ~111.11 % (1.111 % loss per 1 % additional decline).
• Principal is not guaranteed; investors may lose the entire investment.
• Pricing Date: 16 Jun 2025; Issue Date: 24 Jun 2025; Valuation Date: 16 Feb 2027; Maturity Date: 18 Feb 2027.
• Public offering price: US$1,000; Underwriting discount: US$12.50; Net proceeds to TD: US$987.50.
• Initial estimated value: US$978.50 per US$1,000, reflecting TD’s internal funding rate and structuring costs.

Structural considerations: Upside is leveraged but capped, while downside beyond −10 % is amplified. The notes are not listed on any exchange, lack FDIC/CDIC insurance, and secondary market making is discretionary. Valuation and liquidity are expected to be adversely affected by TD’s internal funding rate and dealer mark-ups, particularly before 16 Sep 2025 when an additional built-in premium amortises to zero.

Investor takeaway: The product may appeal to investors seeking enhanced, capped exposure to the S&P 500 over roughly 20 months, willing to accept TD credit risk, limited upside (18.12 %) and the possibility of significant principal loss if the index falls more than 10 %.