Toronto Domin SEC Filings

The Toronto-Dominion Bank (TD) is offering $1,000,000 of Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Russell 2000® Index (RTY). Each note has a $1,000 principal and a term of approximately 54 weeks, maturing 24 Jul 2026, but may be automatically called on any of four quarterly Review Dates if RTY closes at or above the Initial Level (2,228.738).

• Contingent coupon: $21.70 per $1,000 (2.17% per quarter) paid only if RTY ≥ 75% of the Initial Level (the 1,671.5535 Barrier). ‘Memory’ feature adds any missed coupons once the barrier is met on a later date.
• Downside: If not called and RTY < Barrier on the Final Review Date, repayment = $1,000 + ($1,000 × Percentage Change); investors lose 1% of principal for each 1% RTY falls below the Initial Level, to a potential 100% loss.
• Credit & market risk: Payments depend on TD’s ability to pay; the notes are unsecured, not FDIC/Canada-insured, unlisted and expected to trade at a discount. Estimated value on pricing date was $985.90, below the $1,000 offering price.
• Fees: Public price $1,000; underwriting discount $10 (1%); proceeds to TD $990. Placement agents (JPMS, JPM Chase Bank) receive $10 per note on non-fiduciary sales.

Investors seeking fixed income or equity participation should note the limited upside (coupons only), potential for total principal loss, liquidity constraints and complex tax treatment.

Pricing Overview: The Toronto-Dominion Bank (TD) is offering US$7.7 million of Senior Debt Securities, Series H, in the form of Autocallable Fixed Interest Barrier Notes due 14 July 2027. Each Note has a US$1,000 principal amount and is linked to the least-performing share of Broadcom (AVGO), Dell Technologies (DELL) and NVIDIA (NVDA).

Coupon & Call Mechanics: Investors receive a fixed monthly coupon of US$11.417 (≈13.70% p.a.) until the Notes are automatically called or mature. Automatic call is triggered on any of 18 monthly Call Observation Dates (first: 9 Jan 2026) if all three shares close at or above 100% of their initial prices. Called investors receive par plus the current coupon; no further payments accrue.

Maturity Payment: If not called, the redemption depends on the Final Value (9 Jul 2027):

• If each share ≥ 50% of its Initial Value (Barrier), investors receive par plus final coupon.
• If any share < 50% of its Initial Value, holders receive a Physical Delivery Amount of the worst-performing stock (≈3.5984 AVGO, 7.8970 DELL or 6.1395 NVDA per Note) valued at maturity—potentially worth far less than par.

Pricing Details: Public offering price is 100% of par. Underwriting discount equals 2.9844% (US$29.844 per Note). Estimated value at pricing is US$940.50, reflecting TD’s internal funding rate and hedging costs—below the offer price. Minimum investment is US$1,000, settlement T+3.

Key Risks:

• Principal at risk: up to 100% loss if any share breaches the 50% barrier.
• Concentration risk: all three issuers operate in the technology/semiconductor sector.
• Credit risk: payments depend on TD’s senior unsecured credit.
• Liquidity risk: Notes are unlisted; secondary market, if any, may be thin and priced below estimated value.
• Valuation gap: 5.95% difference between issue price and estimated value.

Tax Treatment: TD and holders will treat the instrument as (1) a non-contingent debt component and (2) a put option; alternative IRS views could alter income recognition. Non-U.S. investors should review possible Section 871(m) dividend-equivalent exposure (TD expects none).

Use of Proceeds & Conflicts: TD will receive net proceeds of ≈US$7.47 million. TD Securities (USA) LLC, an affiliate, acts as agent and receives the full selling concession, creating FINRA Rule 5121 conflicts of interest.

Investor Profile: Suitable only for sophisticated investors seeking high coupon income, willing to assume single-stock downside risk and TD credit risk, and comfortable with limited liquidity and complex tax treatment.

Product overview: The Toronto-Dominion Bank (TD) is offering $500,000 of Senior Debt Securities, Series H, structured as 12-month Autocallable Contingent Coupon Barrier Notes linked to Halliburton Company common stock (NYSE: HAL). Each note has a $1,000 principal amount, issues 16 July 2025, and matures 13 July 2026 unless automatically called earlier.

Coupon mechanics: Investors can earn contingent coupons of up to 14.72% p.a. The coupon for each observation period is calculated as (months/12) × $147.20. A coupon is paid only if HAL’s closing price on the quarterly Contingent Coupon Observation Date (9 Oct 2025, 9 Jan 2026, 9 Apr 2026, 9 Jul 2026) is at or above the 65% Contingent Coupon Barrier ($14.33). If HAL trades below that barrier on an observation date, no coupon is paid for that period.

Automatic call feature: Starting with the first observation in October 2025, the notes will be automatically called if HAL’s closing price is at or above the Initial Price ($22.04). On the following payment date, investors receive the $1,000 principal plus any due coupon, and the note terminates.

Principal repayment risk: If the notes are not called and HAL’s final price on 9 Jul 2026 is at or above 65% of the Initial Price, TD repays 100% of principal plus any final coupon. If the final price is below 65%, repayment equals $1,000 + ($1,000 × percentage change), exposing investors to 1-to-1 downside and potential total loss of principal.

Pricing & fees: Public offering price is $1,000 per note; underwriting discount $10; net proceeds to TD $990. TD estimates the initial value at $981.10 (≈1.9% below issue price) based on internal funding rates and hedging costs.

Secondary market & liquidity: The notes will not be listed on any exchange. TD Securities (USA) LLC may make a market but is not obligated to do so. Secondary prices are expected to be below issue price and may temporarily exceed TD’s estimated value for roughly three months post-pricing.

Credit & structural risks: Payments depend on TD’s ability to pay; the notes are unsecured, uninsured, and subject to TD credit risk. Investors also face single-stock volatility, illiquidity, tax uncertainty (treated as prepaid derivative contracts for U.S. tax purposes), and potential conflicts of interest in TD’s hedging and calculation-agent roles.

Toronto-Dominion Bank (TD) is offering Dual Directional Capped Buffer Notes linked to the S&P 500 Index (SPX). The securities are senior unsecured debt obligations of TD, scheduled to price on 11 July 2025, settle on 16 July 2025, and mature on 15 July 2027 – a tenor of roughly two years.

Key economic terms

• Principal: $1,000 per Note (minimum $10,000).
• Upside Participation: 1-for-1 on index gains capped at ≥17.12% (final cap to be set on pricing date).
• Contingent Absolute Return: 1-for-1 on index declines up to 20% (i.e., if SPX falls 5% the investor gains 5%). Maximum positive return from this feature is 20%.
• Buffer: First 20% of index loss is absorbed; beyond the buffer, losses accelerate at a 1.25× downside leverage factor. A 40% index drop therefore produces a 25% loss; a total index loss can erase principal.
• Estimated value: $945-$980 (94.5-98.0% of face), below the $1,000 public offering price, reflecting structuring and distribution costs.
• Maximum underwriting discount: $15 (1.50%) per Note; TD Securities (USA) LLC acts as agent; J.P. Morgan entities serve as placement agents.
• No periodic coupons, no dividend entitlement, no listing; secondary liquidity, if any, will be provided only on a best-efforts basis by the agent.
• Credit risk: payment is subject to TD’s ability to pay; the Notes are not covered by FDIC or CDIC insurance.

Payout mechanics

• Final Level ≥ Initial Level: Investor receives Principal + (Principal × Percentage Change), subject to the 17.12%+ cap.
• Final Level < Initial but ≥ 80%: Investor earns a positive 1% for each 1% index decline, up to 20%.
• Final Level < 80%: Principal – [Principal × (index loss beyond 20%) × 1.25]. Losses can reach 100%.

Risk disclosures

• The Notes provide no guaranteed return of principal and may suffer amplified losses below the buffer.
• Estimated value, liquidity, and conflicts of interest risks are highlighted; TD’s internal funding rate and hedging costs lower investor value.
• Complex U.S. and Canadian tax considerations apply; Section 871(m) and FATCA analysis included.

These Notes suit investors with a moderate, tactical view that SPX will stay within ±20% over two years, are comfortable with TD credit exposure, can tolerate illiquidity, and accept a return ceiling of roughly 17%. Conventional equity or bond investments may deliver higher upside or income with simpler risk profiles.

The Toronto-Dominion Bank (TD) is offering $500,000 aggregate principal amount of Autocallable Contingent Coupon Barrier Notes linked to the common stock of Best Buy Co., Inc. (BBY).

• Term & Key Dates: Pricing Date July 9 2025; Issue Date July 16 2025; Contingent-Coupon/Call observation dates Oct 9 2025, Jan 9 2026, Apr 9 2026 and Jul 9 2026; Maturity Jul 13 2026 (approx. 12 months).
• Coupon Mechanics: Potential annualized coupon up to 15.94%, paid pro-rata only if BBY’s closing price on an observation date is ≥65% of the Initial Price $72.46. Missed coupons are not recouped.
• Automatic Call: If BBY closes on or above the Initial Price on any call observation date, TD repays principal plus the coupon then due; the note terminates.
• Principal Repayment Risk: If not called and BBY’s final price ≥65% of Initial Price, holders receive par; otherwise payout = $1,000 × (1 + Percentage Change), exposing investors to up to 100% principal loss.
• Barriers: Contingent-coupon barrier and principal barrier both set at 65% of Initial Price.
• Pricing & Fees: Public offering price $1,000 per note; underwriting discount $10; proceeds to TD $990. Initial estimated value $979.20 (below issue price) reflects TD’s internal funding rate and hedging costs.
• Credit & Liquidity: Senior unsecured Series H debt; not CDIC/FDIC insured; no exchange listing; secondary market, if any, will be made only on a best-efforts basis by TD Securities (USA) LLC.
• Risk Highlights: coupon and principal protections are contingent; high single-stock volatility; valuation and secondary prices expected to be below par; tax treatment uncertain; investors assume TD credit risk.

Overall, the note offers enhanced yield potential in exchange for significant downside and liquidity risks, suitable only for investors who understand structured products and Best Buy share dynamics.