Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) plans to issue senior unsecured Digital S&P 500 Index-Linked Notes, Series H. The notes have an expected tenor of 48-51 months and a minimum investment of $1,000. They pay no periodic interest; all value is realized at maturity depending on the S&P 500® Index performance.

Payout mechanics:

• If the Final Level on the valuation date is ≥ 80 % of the Initial Level, investors receive a fixed Threshold Settlement Amount between $1,299.80 and $1,351.70 per $1,000 face value (exact amount set on the pricing date).
• If the Final Level is < 80 %, repayment equals $1,000 plus 1 % for every 1 % change in the index, leading to a dollar-for-dollar loss beyond the 20 % buffer. The entire principal may be lost.

Key terms and costs: Initial estimated value is $929.60 – $959.60, below the public offering price of $1,000, reflecting TD’s internal funding rate, hedging and distribution costs. Underwriting discount is $32.80 per note. The notes are not FDIC or CDIC insured, are unsecured obligations of TD, and will not be listed on any exchange, limiting liquidity. Payments are subject to TD’s credit risk.

Important dates: Pricing Date: to be set in 2025; Issue Date: five business days later; Valuation Date: 48-51 months after pricing; Maturity Date: two business days post-valuation.

Investment considerations: The structure offers enhanced, capped upside (≈30 %-35 %) if the S&P 500 does not decline more than 20 %, but exposes investors to full downside beyond the buffer, lacks coupons, and trades at a premium to estimated value. Secondary market, if any, may be limited and at prices well below face value.

The Toronto-Dominion Bank (TD) has filed a Rule 424(b)(2) prospectus supplement for the issuance of 216,945 Accelerated Return Notes® (Series H) linked to the SPDR® Gold Trust (GLD).

Key terms

• Principal: $10.00 per unit; total offering size $2.17 million.
• Term: ~14 months (Pricing Date 17-Jun-2025, Settlement 25-Jun-2025, Maturity 28-Aug-2026).
• Upside: 300 % participation in GLD gains, capped at $11.722 per unit (maximum 17.22% return).
• Downside: 1-for-1 loss if GLD ends below the $311.94 Starting Value; principal is at risk up to 100 %.
• No periodic coupons; all payments occur at maturity and depend on TD’s credit risk.
• Initial estimated value: $9.767 (2.33 % below the $10 offering price) reflecting internal funding and hedging costs.
• Fees: underwriting discount $0.175 and hedging charge $0.05 per unit.
• Unsecured, unsubordinated obligations; not FDIC/CDIC insured; no exchange listing and limited secondary liquidity.

The notes suit investors seeking short-term, leveraged exposure to gold prices with a defined maximum return and who are willing to accept full downside and issuer credit risk, forego dividends on GLD, and tolerate potential liquidity constraints.

WhiteHorse Finance, Inc. (NASDAQ: WHF) has released its 2025 Definitive Proxy Statement. Stockholders as of June 6, 2025 are invited to a fully-virtual annual meeting on July 30, 2025 at 1:00 p.m. ET.

Key voting items

• Proposal 1: Elect two Class I independent directors—G. Stacy Smith and John P. Volpe—for terms expiring in 2028.
• Proposal 2: Ratify Crowe LLP as independent registered public accounting firm for FY 2025.

Ownership & capital

• 23,243,088 shares of common stock outstanding; one vote per share.
• Largest holder: H.I.G. Bayside Loan Opportunity Fund IV, L.P. with 17.1%.
• All officers & directors as a group control 2.5% of shares.

Governance structure

• Seven-member staggered board; four independent directors (majority).
• Independent directors chair Audit, Compensation, and Nominating/Governance committees.
• John Bolduc (H.I.G. Capital) remains non-independent Board Chair; no Lead Independent Director, but Audit Chair Rick P. Puckett acts as liaison.

Advisor & fee highlights

• Base management fee paid to WhiteHorse Advisers totaled $12.1 million for FY 2024; fee rate reduced to 1.75% from 2.00% effective Jan 1 2024.
• Performance-based incentive fee was $9.3 million.
• Administration fees to WhiteHorse Administration were $0.7 million.

Audit & financial controls

• Crowe billed WHF $0.517 million in FY 2024 (audit fees $0.487 million; other fees $0.030 million).
• Audit Committee (all independent) pre-approves all audit/non-audit services; Rick D. Puckett qualified as financial expert.

Director compensation

• Independent director annual retainer increased to $107,500 (from $102,000) effective Oct 30 2024; additional chair fees apply.

Notable governance considerations for investors: management and H.I.G. affiliates continue to hold significant ownership and receive externally-managed fee streams, creating potential conflicts addressed via existing policies. No material business transactions, mergers, or changes in capital structure are proposed.

Toronto-Dominion Bank (TD) is issuing $1.5 million of Callable Contingent Interest Barrier Notes (Series H) linked to three reference assets: Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and Real Estate Select Sector SPDR Fund (XLRE). Each note has a $1,000 principal, priced at par on 18 Jun 2025 and settling 24 Jun 2025 (T+3). The notes mature on 23 Dec 2026 unless TD exercises its quarterly call option (first eligible on the third interest payment date).

Holders are eligible for a contingent interest rate of ~12.70% p.a., paid monthly (Principal × Rate × 1/12), only when the closing value of each reference asset is ≥ 70 % of its initial value on the relevant observation date. If any asset closes < 70 %, that period’s interest is forfeited.

Principal repayment is also conditional. At maturity, if each asset is ≥ 70 % of its initial value, investors receive $1,000. If any asset is < 70 %, repayment equals $1,000 plus 1 % loss for every 1 % decline in the worst-performing asset, exposing investors to up to 100 % principal loss.

Key structural features include:

• Issuer Call: TD may redeem the notes quarterly at par plus any accrued contingent interest.
• Estimated value: $980.40 per note, below the $1,000 offering price, reflecting fees and hedging costs.
• Distribution economics: underwriting discount $4.00 (0.40%) per note; proceeds to TD $996.00.
• Credit & liquidity: senior unsecured TD obligation; not FDIC/CDIC insured; not exchange-listed.

The product offers elevated income potential but carries significant market, call, liquidity and credit risks. Investors must be comfortable with losing some or all principal and with periods of zero income should any reference asset breach the 70 % barrier.

The pricing supplement describes a new offering of digital S&P 500 Index-Linked Notes (Series H) from The Toronto-Dominion Bank (TD). The notes have a term of approximately 48-51 months, are issued in $1,000 denominations and pay no periodic interest. At maturity investors receive:

• Threshold Settlement Amount: between $1,302.80 and $1,355.20 per $1,000 note (a 30-35.5% fixed gain) if the S&P 500 final level is at least 80% of the initial level.
• Loss of Principal: if the index falls more than 20% from the pricing date, principal is reduced 1% for every 1% decline; a drop of 100% would erase the entire investment.

The initial estimated value is $929-$959, materially below the $1,000 public offering price, reflecting TD’s internal funding rate, dealer compensation (underwriting discount of $33.10 per note) and hedging costs. TD Securities (USA) LLC will act as agent and may engage in market-making but is not required to provide secondary liquidity. The notes are unsecured senior debt of TD, not insured by any government agency, and are subject to TD’s credit risk.

Key structural features include a 20% downside buffer, a digital (all-or-nothing) positive payoff, and no interim coupons. Minimum investment is $1,000. U.S. holders are expected to treat the notes as prepaid derivative contracts for tax purposes, although alternative treatments are possible. The product will not be exchange-listed, and transfer value may differ from initial estimates, particularly after the temporary three-month period during which TD may reimburse a portion of hedging costs.

Toronto Dominion Bank has issued $523,000 in Callable Contingent Interest Barrier Notes linked to the S&P 500 Index, due June 23, 2028. The notes offer a 7.00% per annum contingent interest rate, payable monthly if the S&P 500 closes at or above the barrier value of 70.00% of the initial value.

Key features include:

• Initial Value: 5,980.87
• Contingent Interest Barrier: 4,186.609 (70% of initial value)
• Final Barrier Value: 3,588.522 (60% of initial value)
• Callable quarterly after first year
• Principal at risk if final value falls below 60% barrier

The notes carry significant risks including potential loss of principal, credit risk of TD Bank, and no guaranteed interest payments. The estimated value at pricing ($988.20) is less than the offering price of $1,000 per note. TD Securities will receive a commission of up to $4.50 per note.

Toronto Dominion Bank has issued $1.708 million in Callable Contingent Interest Barrier Notes linked to the performance of Nasdaq-100, Russell 2000, and S&P 500 indices, due June 24, 2027. The notes offer a 11.25% per annum contingent interest rate, payable monthly if all reference assets close at or above their 75% barrier value.

Key features include:

• Monthly callable by issuer after third payment date
• Principal protection if all indices remain above 70% of initial values at maturity
• Risk of principal loss if any index falls below 70% barrier at maturity
• Initial estimated value of $976.50 per $1,000 note

The notes carry significant market risk as investors are exposed to the worst-performing index. If any index falls below its barrier value at maturity, investors lose 1% of principal for each 1% decline in the worst-performing index. The notes are subject to TD's credit risk and are not FDIC insured.

Toronto Dominion Bank has issued $2,325,000 in Callable Contingent Interest Barrier Notes linked to the performance of three major indices: Dow Jones Industrial Average, Russell 2000 Index, and S&P 500 Index. The notes, due June 24, 2027, offer a 10.35% per annum contingent interest rate.

Key features include:

• Contingent interest payments if all reference assets close at or above 70% of their initial values
• Quarterly call option by TD starting from third payment date
• Principal protection if all reference assets close at or above 65% of initial values at maturity
• Risk of principal loss if any reference asset closes below its barrier value

The notes' estimated value is $988.40 per $1,000 principal amount. They are unsecured, not FDIC insured, and subject to TD's credit risk. The offering includes no underwriting discount, with proceeds to TD of $1,000 per note.

Toronto Dominion Bank has issued $650,000 in Callable Contingent Interest Barrier Notes linked to the performance of the Nasdaq-100, Russell 2000, and S&P 500 indices, due June 23, 2028. The notes offer:

• A contingent interest rate of 10.18% per annum, payable monthly if all reference assets close at or above 70% of their initial values
• Callable feature allowing TD to redeem notes quarterly after the first 6 months at principal plus any accrued interest
• Principal protection if all indices remain above 65% of initial values at maturity
• Risk of principal loss proportional to the worst-performing index if any falls below 65% barrier at maturity

The notes were priced at $1,000 per unit with an estimated value of $979.80. They represent complex financial instruments with significant risks, including potential loss of principal and dependence on TD's credit worthiness. The notes are not FDIC insured and won't be listed on any exchange.