Toronto Domin SEC Filings

Offer overview: Toronto-Dominion Bank (TD) is marketing senior unsecured Market-Linked Notes (Series H) that mature 20 July 2028 and are linked to the lowest-performing of Broadcom Inc. (AVGO) and Intel Corporation (INTC) common stock. The $1,000-denominated securities feature three key mechanisms:

• Contingent coupon: paid monthly at ≥20.05% p.a. only if the worst stock’s closing price on the calculation day ≥60 % of its starting price (the “coupon threshold”). Missed thresholds skip the coupon for that month with no accrual.
• Auto-call: from Jan-2026 to Jun-2028, if the worst stock ≥ its starting price on any monthly observation date, TD redeems at par plus that month’s coupon; the term could be as short as ~6 months.
• Principal repayment: if not called, investors receive par at maturity only when the worst stock ≥60 % of start. Otherwise, repayment equals par × performance factor of the worst stock, exposing holders to >40 % loss and up to 100 % loss of principal.

Pricing & fees: Original offering price is $1,000. Estimated fair value on pricing date is $907.80–$937.80 (6–9% below issue price) reflecting structuring costs, agent commissions (up to 2.325% or $23.25), hedging, and TD’s internal funding rate. Securities will not be listed; liquidity is expected to be limited, with any secondary market likely at a discount.

Risk highlights:

• Principal at risk: a ≥40.1 % decline in the worst stock on final observation results in proportionate principal loss.
• No upside participation: returns are limited to coupons; appreciation of either stock does not enhance maturity value.
• Binary income stream: investors may receive few or no coupons if thresholds are not met.
• Credit exposure: payments rely solely on TD; the notes are not CDIC or FDIC insured.
• Tax uncertainty: TD and counsel intend to treat the notes as prepaid derivative contracts, but alternative IRS characterisations are possible.

Investor suitability: The notes may fit investors seeking high conditional income, willing to accept equity downside, limited upside, credit risk, potential illiquidity, and complex tax treatment. They are not appropriate for investors needing principal protection, fixed coupons, or ready liquidity.

The Toronto-Dominion Bank (TD) is offering senior unsecured Structured Investments titled “Enhanced Trigger Jump Securities with Auto-Callable Feature due July 19, 2030.” The notes are linked to the worst-performing of the Russell 2000® Index (RTY) and TOPIX® (TPX) and are being sold at $1,000 per security with a minimum purchase of one security.

Auto-call mechanism. On 16 scheduled determination dates from July 2026 to April 2030, the notes will be automatically redeemed if the closing value of each underlying index is at or above its initial level. The early-redemption cash payment starts at $1,095.10 (year 1) and rises to $1,451.725 (April 2030), translating to an annualized return of roughly 9.51 %. Once called, no further payments are made.

Payment at maturity. If not redeemed early, investors face two outcomes on July 19 2030:

• $1,475.50 per security (47.55 % total return, ≈9.51 % p.a.) if every index closes at or above 70 % of its initial value (the “trigger level”).
• Principal loss on a 1:1 basis with the negative return of the worst-performing index if any index finishes below its trigger level, down to a minimum of $0.

Key structural features and costs. The securities pay no coupons or dividends, are not listed on any exchange, and may have limited or no secondary market. Investors bear TD’s senior unsecured credit risk. The estimated value on the pricing date is $905–$940, below the $1,000 issue price, reflecting dealer commissions of $32.50 per note (2.75 % sales commission and 0.50 % structuring fee) and TD’s internal funding assumptions.

Risk highlights.

• Full principal is at risk; a single index breaching its 70 % trigger causes dollar-for-dollar losses.
• Performance is limited to fixed payouts; investors do not participate in index appreciation beyond the stated returns.
• Returns depend on index levels only on determination dates; intraperiod movements are irrelevant.
• Liquidity may be thin; any sale before redemption/maturity could occur at a substantial discount.
• Tax treatment is uncertain; TD and investors agree to treat the notes as prepaid derivative contracts, but the IRS could challenge this.

Use case. The notes target investors who can tolerate equity-like downside, are comfortable relying on TD’s credit, and are seeking a capped, 9.51 % p.a. return potential contingent on two equity indices staying above defined thresholds.