Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) is marketing a new U.S.$-denominated structured note – the Dual Directional Buffered Performance Leveraged Upside Securities ("Buffered PLUS") – linked to the Russell 2000 Index and maturing on 4 Aug 2027 (≈24 months).

Capital structure & pricing: Each note carries a stated principal of $1,000, issue price of $1,000 and will be issued as senior unsecured debt (Series H). Estimated initial economic value is $930-$965 (93-96.5 % of issue price), implying 3.5-7 % embedded costs. Distribution fees total $25 per note (2.5 %), split into a $20 sales commission and $5 structuring fee paid to Morgan Stanley Wealth Management.

Pay-off profile:

• Upside: 150 % participation in any positive index return, capped at a maximum gain of 18.45 % (payment at maturity limited to $1,184.50).
• Dual (absolute) feature: If the index ends ≤ initial level but by no more than -15 %, investors receive an unlevered positive return equal to the absolute decline (max +15 %).
• Downside: Beyond the 15 % buffer, holders lose 1 % of principal for every 1 % additional drop, exposing them to a maximum loss of 85 %; minimum repayment is $150.

Key terms: Pricing date 31 Jul 2025; settlement 5 Aug 2025 (T+3 initial); valuation date 30 Jul 2027; no periodic coupons; not listed on any exchange; TD acts as calculation agent; CUSIP 89115HL39.

Main risks: (1) Principal at risk and upside capped; (2) Credit exposure to TD; (3) Secondary market expected to be illiquid and at a discount; (4) Estimated value below public price; (5) Complex tax treatment; (6) Small-cap index volatility. The structure suits investors comfortable with limited upside, moderate bearish tolerance (-15 %) and a short 2-year horizon who are willing to sacrifice dividends and accept TD credit risk.

Materiality for equity holders: The offering size is not disclosed; proceeds enhance TD’s wholesale funding but are immaterial to consolidated capital. For note purchasers, product economics and liquidity constraints are the primary considerations.

The Toronto-Dominion Bank (TD) filed a Form 424B2 pricing supplement for a new retail structured product: Leveraged Capped S&P 500® Index-Linked Notes, Series H. The senior unsecured notes have a term of 15-17 months and a minimum denomination of $1,000.

Return profile

• Upside: 200% leveraged participation in any positive S&P 500 performance, capped at a Maximum Payment Amount of $1,151.80-$1,178.00 (15.18-17.80% total return).
• Par return: If the index is flat at maturity, investors receive 100% of principal.
• Downside: 1-for-1 loss if the final index level is below the initial level; full principal is at risk.

Key terms

• Leverage factor: 200%
• Cap level: 107.59-108.90% of the initial index level
• Initial estimated value: $948.50-$978.50 per $1,000 note (94.85-97.85% of par), below the public offering price.
• Underwriting discount: $9.40 per note; net proceeds $990.60 per note.
• Agents: TD Securities (USA) LLC (lead) and Goldman Sachs & Co. LLC; the issue will not be listed on any exchange and market-making is not required.
• Credit: Payments are subject to TD’s credit risk; the notes are not FDIC- or CDIC-insured.

Risk disclosures emphasise:

• Full downside exposure to the S&P 500; potential total loss of principal.
• Limited upside due to the maximum payment amount.
• Secondary market liquidity likely to be thin; bid/ask spreads may be wide.
• Initial estimated value relies on TD’s internal funding rate, which differs from TD’s secondary-market credit spreads.

Use of proceeds is general corporate purposes; the transaction also diversifies TD’s wholesale funding while offering retail investors a short-dated, equity-linked note.

The Toronto-Dominion Bank (TD) has issued $3.165 million of Dual Directional Capped Buffer Notes linked to the S&P 500 Index (SPX), maturing 15 July 2027. The unsecured senior notes (Series H) give investors:

• Unleveraged upside equal to the positive index move, capped at a 14.24 % maximum return ($1,142.40 per $1,000 note).
• Contingent absolute return for moderate declines: if SPX finishes 0 %–25 % below the initial level (6,259.75), investors gain 1 % for each 1 % drop (max 25 %).
• 25 % downside buffer; beyond that, losses accelerate at a 1.3333× downside leverage.

Key economic terms: Pricing Date 11 Jul 2025; Issue Date 16 Jul 2025; Valuation Date 12 Jul 2027. Minimum purchase is $10,000 (integral $1,000 multiples). The estimated value at pricing was $980.60, 1.9 % below the $1,000 offer price, reflecting structuring and hedging costs. TD Securities (USA) LLC receives a $15 underwriting concession per note; J.P. Morgan acts as placement agent.

Risk highlights: notes pay no coupons; principal repayment depends on TD’s credit. They are not listed, so secondary-market liquidity may be limited and bid/ask spreads wide. Investors face price risk from TD’s internal funding rate, potential market-disruption postponements, and complex tax treatment. Because the notes are short-dated (~2 years), the 14.24 % cap may lag total SPX returns in a strong bull market, while declines beyond 25 % result in leveraged losses.

For TD, the transaction provides low-cost U.S. dollar funding but is immaterial to its overall balance sheet. For investors, the instrument suits tactical views that SPX will trade within ±25 % over the period, but requires comfort with credit risk, illiquidity, and structural complexity.

The Toronto-Dominion Bank (TD) is offering unsecured, senior Digital Notes linked to the performance of the EURO STOXX 50® Index (SX5E). The notes are issued under Series H senior debt and are expected to have a tenor of 47-50 months. Investors purchase the notes in minimum denominations of $1,000; the aggregate size may be increased at TD’s discretion.

Coupon / income: The notes do not bear periodic interest. All cash flow occurs at maturity.

Payment at maturity:

• If the final SX5E level on the valuation date is ≥ 80 % of the initial level, holders receive a fixed Threshold Settlement Amount between $1,307.20 and $1,360.40 per $1,000 principal (≈ +30 % to +36 %).
• If the final level is < 80 % of the initial, the payoff becomes linear: Payment = $1,000 + ($1,000 × Percentage Change). Every 1 % decline beyond -20 % erodes principal dollar-for-dollar, exposing the investor to up to 100 % loss of principal.

Credit & liquidity considerations: The notes are TD’s unsecured obligations and carry TD credit risk; they are not insured by the CDIC or FDIC and will not be listed on any exchange. TD’s initial estimated value is expected between $910 – $940 per $1,000, reflecting dealer compensation and internal funding rates that are less favorable than TD’s conventional debt spreads. Secondary market liquidity is expected to be limited; GS & Co. is not obliged to make a market.

Distribution economics: Public offering price: $1,000; underwriting discount: $24; net proceeds to TD: $976. Agents are TD Securities (USA) LLC and Goldman Sachs & Co. LLC, which may engage in market-making and hedging transactions that could affect note pricing.

Key risk disclosures:

• Principal is at risk below the 80 % threshold; investors could lose their entire investment.
• No upside participation beyond the fixed Threshold Settlement Amount; performance is capped even if SX5E rises substantially.
• Note pricing and secondary values are based on TD’s internal funding rate, not on market credit spreads, generating an initial economic value well below the purchase price.
• Limited liquidity; potential substantial bid/ask spreads.
• Complex U.S. and Canadian tax treatment; notes assumed to be prepaid derivative contracts for U.S. tax purposes, but alternate IRS views are possible.

Indicative timetable: Pricing Date in 2025 (TBA); Issue Date five business days later; Valuation Date 47-50 months after pricing; Maturity two business days post-valuation.

Investors should review the detailed “Additional Risk Factors” and consult advisers to assess suitability given the capped upside, full downside exposure below 80 %, credit risk to TD, liquidity constraints and tax uncertainties.