Toronto Domin SEC Filings

The Toronto-Dominion Bank is offering senior unsecured notes linked to the S&P 500® Index that pay no interest and expose holders to loss of principal. The notes, issued in U.S. dollars with a principal amount of $1,000 per note and an initial aggregate size of $8,785,000, run from a pricing date of January 2, 2026 to a maturity date of January 5, 2028.

At maturity, investors receive a cash payment based on index performance. Gains are leveraged at 150% and capped at a Maximum Payment Amount of $1,209.40 per $1,000, which is a maximum return of 20.94%. A 10% downside buffer applies: if the index falls more than 10% from the initial level of 6,858.47, principal is reduced at about 1.1111% for each 1% drop beyond the buffer, and the entire principal can be lost.

The notes are not listed, are subject to TD’s credit risk, and had an initial estimated value of $976.10 per $1,000, below the public offering price due to structuring, distribution and hedging costs. Extensive risk and tax disclosures highlight market risk of the S&P 500, liquidity limits, conflicts of interest, and uncertain U.S. and Canadian tax treatment.

The Toronto-Dominion Bank is offering U.S. dollar-denominated Floating Rate Senior Medium‑Term Notes, Series F, under a preliminary pricing supplement. These unsecured senior notes will pay quarterly interest at a floating rate based on Compounded SOFR plus a fixed margin, with interest calculated on an Actual/360 day count basis and paid in arrears until maturity.

The notes are issued in minimum denominations of US$2,000 and integral multiples of US$1,000 above that. They are designated as bail‑inable notes, meaning they can be converted into common shares of TD or its affiliates, or varied or extinguished, under Canadian bank resolution powers in the CDIC Act. Other than a limited right to redeem at par for specified tax reasons, the notes are not callable and there is no sinking fund, and they will not be listed on any securities exchange.

TD agrees, subject to detailed exceptions, to pay certain tax “Additional Amounts” if Canadian withholding taxes apply, and may redeem the notes at 100% of principal plus accrued interest if future tax law changes trigger such obligations. The offering is led by TD Securities and other agents, including an affiliated underwriter, and is subject to FINRA Rule 5121 conflicts‑of‑interest requirements.

The Toronto-Dominion Bank is offering U.S. dollar-denominated senior medium-term notes, Series F, as unsecured, unsubordinated obligations that rank equally with its other senior debt. The notes pay interest semi-annually on a 30/360 day-count basis, are issued in minimum denominations of US$2,000 and integral multiples of US$1,000 above that, and will be held in book-entry form through DTC and its participants.

The notes are designated as bail-inable under the Canada Deposit Insurance Corporation Act, meaning they may be converted into TD common shares, or varied or extinguished, if Canadian bail-in powers are exercised. They may be redeemed early at TD’s option at a make-whole redemption price based on a Treasury Rate plus a spread, or at 100% of principal in certain tax events, in each case with 10 to 60 days’ notice. The notes will not be listed on any securities exchange, and TD Securities (USA) LLC will act as an affiliated underwriter, subject to FINRA Rule 5121. TD agrees to pay specified Additional Amounts to holders for certain Canadian withholding taxes, subject to detailed limitations.

The Toronto-Dominion Bank is offering senior unsecured Capped Leveraged Index Return Notes linked to the S&P 500 Index, with a maturity of approximately two years. These market-linked notes provide 2-to-1 leveraged exposure to positive Index performance, but gains are capped at a total return between 13.75% and 17.75%, set on the pricing date.

If the Index falls but by no more than 10%, investors receive back their $10 principal per unit; if it declines beyond 10%, losses increase 1-for-1 and up to 90% of principal can be lost. The notes pay no periodic interest and all payments occur at maturity, subject to TD’s credit risk. The initial estimated value is expected to be between $9.225 and $9.525 per unit versus a public offering price of $10.00, reflecting an underwriting discount of $0.20 and a hedging-related charge of $0.05 per unit, as well as TD’s internal funding rate and hedging costs.

The Toronto-Dominion Bank is offering senior unsecured market-linked notes tied to the lowest performing of Amazon, Broadcom, Alphabet Class A and NVIDIA, maturing October 1, 2026. Each security has a $1,000 face amount and pays a 10.50% per annum contingent coupon monthly, but only if on the relevant calculation day the lowest-performing stock is at or above its coupon threshold price (60% of its starting price, set on December 30, 2025). Missed coupons can be paid later under a memory feature.

From March to August 2026, if on any calculation day the lowest-performing stock is at or above its starting price, the notes are automatically called at par plus the applicable contingent coupon and any unpaid coupons. If not called, at maturity investors receive $1,000 only if the lowest-performing stock is at or above its downside threshold (50% of starting price); otherwise repayment is reduced in line with that stock’s decline, and investors can lose more than 50%, up to their entire principal. The original offering price is $1,000 per security, with an estimated value of $958, reflecting selling costs, hedging and TD’s internal funding rate. The notes are not listed and all payments are subject to TD’s credit risk.

The Toronto-Dominion Bank is issuing senior unsecured Autocallable Contingent Interest Barrier Notes linked to Alphabet Inc. Class A common stock. The Notes offer a 10.91% per annum contingent interest, paid quarterly only when Alphabet’s closing price is at or above the Contingent Interest Barrier of $219.10, which is 70.00% of the $313.00 Initial Value.

The Notes are automatically called if Alphabet closes at or above $313.00 (100.00% of the Initial Value) on a Call Observation Date. If not called and Alphabet’s Final Value on the December 29, 2028 Final Valuation Date is below the $219.10 Barrier, investors receive the Physical Delivery Amount of 3.1949 GOOGL shares per Note (plus cash for fractions), which can result in substantial or total loss of principal. Maturity is on January 4, 2029. The public offering price is $1,000 per Note, while the estimated value at pricing was $964.80. The Notes will not be listed and all payments are subject to TD’s credit risk.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index. Each Note has a $1,000 principal amount, a scheduled maturity on December 3, 2027, and pays a contingent interest rate of 11.10% per annum, payable monthly only if all three indices are at or above their respective contingent interest barriers, set at 70% of their initial levels.

TD may, at its discretion, call the Notes in whole on monthly call dates beginning with the third interest payment date, returning the $1,000 principal plus any due interest, after which no further amounts are paid. If the Notes are not called, principal repayment at maturity depends on the least performing index. If each final index level is at or above its 70% barrier, investors receive $1,000 plus any contingent interest; if any index finishes below its barrier, repayment is reduced one-for-one with the index’s percentage decline, potentially down to zero.

The Notes are unsecured obligations of TD, are not insured by any government agency, and will not be listed on an exchange. The public offering price is $1,000 per Note, with an underwriting discount of about $3.24 and proceeds to TD of about $996.76 per Note. TD estimates the initial value of each Note at $972.90, lower than the offering price, and highlights extensive risks including loss of principal, missed interest, issuer call and liquidity risk, and complex U.S. and Canadian tax treatment.

The Toronto-Dominion Bank is offering senior unsecured Callable Contingent Interest Barrier Notes linked to the Nasdaq-100, Russell 2000 and S&P 500 indices. Each Note has a $1,000 principal amount and targets a Contingent Interest Rate of approximately 8.95% per annum, paid monthly only if, on each observation date, all three indices are at or above 75% of their Initial Values. If any index is below this barrier on an observation date, no interest is paid for that month.

TD may, at its discretion, call the Notes in whole on monthly Call Payment Dates starting with the twelfth interest date, returning the $1,000 principal plus any due interest, after which no further payments are made. If the Notes are not called, principal repayment at maturity in 2030 depends on the worst-performing index versus its 65% Barrier Value. If any index ends below this barrier, investors lose 1% of principal for each 1% decline of the worst index and can lose their entire investment. The Notes are not listed, are subject to TD’s credit risk, and have an estimated value of $966.90 per $1,000, which is less than the public offering price.

The Toronto-Dominion Bank is offering Callable Contingent Interest Barrier Notes linked to the worst performer of the Nasdaq-100 Index, Russell 2000 Index and S&P 500 Index, with a total public offering of $283,000.00. The Notes pay contingent interest at approximately 10.00% per year, but only for months when each index is at or above 75% of its Initial Value; if any index is below that level on an observation date, no interest is paid for that period.

TD can redeem the Notes early, in whole, on monthly dates starting with the sixth interest payment date, returning the $1,000 principal per Note plus any due interest, after which no further payments are made. If the Notes are not called and, on the final valuation date, any index is below 70% of its Initial Value, investors lose principal in line with the decline of the worst-performing index and can lose their entire investment. The Notes are unsecured senior debt of TD, carry complex U.S. and Canadian tax treatment, are not listed on any exchange, and their estimated value at pricing was $978.30 per Note, below the $1,000.00 public offering price.