Toronto Domin SEC Filings

The Toronto-Dominion Bank is issuing US$1,000,000,000 of 3.913% Senior Medium-Term Notes, Series F, due January 13, 2028. The notes are senior unsecured obligations ranking equally with the bank’s other unsecured, unsubordinated debt and will be issued at 100% of principal, with underwriting commissions of 0.150% and proceeds to the bank of US$998,500,000.

Interest is paid semi-annually on January 13 and July 13, starting July 13, 2026, in minimum denominations of US$2,000 and integral multiples of US$1,000 above that. The notes are callable at TD’s option before maturity at a make-whole redemption price based on a Treasury Rate plus 10 basis points, and may also be redeemed in whole for specified Canadian tax reasons at 100% of principal plus accrued interest.

The notes are “bail-inable” under the Canada Deposit Insurance Corporation Act and may be converted into TD common shares or those of its affiliates in a bail-in scenario. They will not be listed on any securities exchange and are not insured or guaranteed by any Canadian or U.S. deposit insurer or government agency.

The Toronto-Dominion Bank is offering senior unsecured Autocallable Fixed Interest Barrier Notes linked to Apple, Amazon, Alphabet Class A and Microsoft stock. Each $1,000 Note pays fixed monthly interest of $8.583 (about 10.30% per year) regardless of stock performance, unless the Notes are called early. The Notes are automatically called if on a monthly observation date every stock is at or above 100% of its initial value, in which case investors receive $1,000 plus the due interest and the Notes terminate. If not called and, at maturity, every stock is at or above 60% of its initial value, investors receive $1,000 in cash plus the final interest payment. If any stock finishes below 60% of its initial value, investors receive shares of the worst-performing stock (its Physical Delivery Amount), which may be worth far less than $1,000, resulting in up to a total loss of principal. The Notes are not insured, will not be listed, and their estimated initial value is expected to range from $900.00 to $935.00 per $1,000 Note.

The Toronto-Dominion Bank is offering senior unsecured Market Linked Securities that are auto-callable notes with contingent monthly coupons and conditional principal protection, linked to the lowest performing of Broadcom, Alphabet Class A, Meta Platforms and NVIDIA.

Each security has a $1,000 face amount and can pay a monthly contingent coupon at a rate of at least 15.75% per annum if, on the relevant calculation day, the lowest performing stock is at or above 50% of its starting price. Missed coupons can be “remembered” and paid later if the trigger is met on a subsequent date.

From April 2026 to December 2028, if on any monthly calculation day the lowest performing stock is at or above its starting price, the notes are automatically called for $1,000 plus the applicable coupon(s). If not called, principal is protected at maturity only if the lowest stock is at or above 50% of its starting price; below that level, investors lose more than 50%, up to all of principal.

The original offering price is $1,000 per note, with an estimated value between $890.00 and $925.00 and an agent discount of $23.25 per note. The securities are complex, not listed on any exchange and fully subject to TD’s credit risk.

The Toronto-Dominion Bank has reported that TD Bank Group intends to purchase for cancellation up to 61 million of its common shares, as disclosed in a January 7, 2025 press release attached to this report. This action would reduce the number of shares outstanding if completed, which can affect existing shareholders’ ownership percentages. The report is furnished on a Form 6-K and is incorporated by reference into all of the bank’s outstanding U.S. registration statements.

The Toronto-Dominion Bank is offering unsecured senior notes that pay no interest and are linked to an unequally weighted basket of five global equity indices. The basket weights are 38% EURO STOXX 50, 26% TOPIX, 17% FTSE 100, 11% Swiss Market Index and 8% S&P/ASX 200.

At maturity, investors receive $1,000 plus 300% of any positive basket return, capped at a maximum payment expected between $1,333.60 and $1,392.40 per $1,000 note, or lose principal one-for-one with any basket decline and could lose their entire investment. The initial estimated value is expected between $959.80 and $989.80 per $1,000, below the public offering price, and the notes will not be listed on any exchange.

The Toronto-Dominion Bank is offering contingent income auto-callable senior debt securities due January 15, 2027, linked to the worst performer between NVIDIA common stock and Taiwan Semiconductor ADRs. Each security has a $1,000 stated principal amount and can pay a contingent quarterly coupon of $40.65 (equivalent to 16.26% per annum) if on a determination date both underlying stocks are at or above 60.00% of their initial share prices.

The notes are auto-callable if, on any non-final determination date, both stocks are at or above 100.00% of their initial share prices, in which case investors receive principal plus the applicable coupon and the notes terminate. If not called, and at maturity any stock finishes below 60.00% of its initial share price, investors are exposed on a 1‑for‑1 basis to the decline of the worst-performing stock and can lose most or all of principal. The securities are senior unsecured obligations of TD, not principal-protected, not listed on an exchange, and carry complex liquidity, valuation and tax risks. The preliminary estimated value is between $930.00 and $965.00 per security, below the $1,000 issue price.

The Toronto-Dominion Bank is offering Capped Contingent Absolute Return Buffered Notes linked to the S&P 500^® Index. Each Note has a $1,000 principal amount, with an initial public offering size of $876,000.

At maturity in January 2028, if the index is above the initial level, investors receive a positive return equal to the index gain, capped at a Maximum Upside Redemption Amount of $1,189.50 per Note, or 18.95%. If the index is below the initial level but at or above 85.00% of it (the Buffer Value), investors receive a positive “contingent absolute” return equal to the absolute value of the percentage change, up to 15.00%.

If the index finishes below 85.00% of the initial level, investors lose 1% of principal for each 1% decline beyond the 15.00% buffer and can lose up to 85.00% of principal. The Notes are unsecured senior debt subject to TD’s credit risk, will not be listed, and have an estimated value of $982.50 per Note, which is less than the $1,000 public offering price. U.S. tax treatment is uncertain and relies on treating the Notes as prepaid derivative contracts.

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 pricing date of January 16, 2026 and matures on January 19, 2029.

If the index rises, investors receive unleveraged upside capped at a maximum redemption of $1,360.50 per Note, equal to a 36.05% maximum return over principal. If the final index level is at or above 80.00% of the initial level, investors receive back their full principal.

If the index closes below 80.00% of its initial level, investors lose 1% of principal for each 1% decline beyond this 20.00% buffer, with up to 80.00% of principal at risk. The Notes pay no interest, are unsecured senior debt of TD, will not be listed on an exchange, and all payments depend on TD’s credit. The public offering price is $1,000 per Note, with an underwriting discount of $7.50 and estimated initial fair value between $950.00 and $985.00.

The Toronto-Dominion Bank is offering Digital Buffered Notes linked to the S&P 500® Index, each with a $1,000 principal amount, priced in U.S. dollars. The Notes mature on January 11, 2029, with the Final Value observed on January 8, 2029. They pay no interest and are unsecured senior debt securities, not insured by any deposit insurance agency and not listed on any exchange.

If the S&P 500 Final Value is at least 80% of its Initial Value, investors receive a fixed 20.00% Digital Return, for a maximum payment of $1,200 per Note. If the Final Value falls below 80% of the Initial Value, investors lose 1% of principal for each 1% decline beyond the 20% buffer and can lose up to 80% of principal. The estimated value on the pricing date is expected to be between $950.00 and $985.00 per Note, less than the public offering price, reflecting structuring, distribution and hedging costs. Any payment is subject to TD’s credit risk, and secondary market liquidity may be limited with potential sales at a substantial discount.