TD Bank Group prices SGD 350M subordinated notes

Q: What type and amount of securities is TD (TD) issuing in this transaction?

The Toronto-Dominion Bank is issuing SGD 350 million of Fixed Rate Reset Callable Subordinated Notes (NVCC). These notes constitute subordinated indebtedness of the bank and are intended to count toward its regulatory capital structure.

Q: What are the interest rate, reset terms, and maturity for TD (TD)'s new notes?

The notes pay a fixed coupon of 3.125% per annum, paid semi-annually, until August 5, 2031. After that date, they reset to the 5-year SORA-OIS rate plus 1.048%, paid semi-annually, until final maturity on August 5, 2036.

Q: When can TD (TD) redeem the new Singapore dollar subordinated notes?

TD may redeem the notes on August 5, 2031, in whole but not in part, at par plus accrued and unpaid interest. Any redemption is at the bank's option and requires prior approval from the Superintendent of Financial Institutions (Canada).

Q: How do these notes fit into TD (TD)'s regulatory capital structure?

The notes are expected to qualify as Tier 2 capital of TD for regulatory purposes. As Non-Viability Contingent Capital (NVCC), they are designed to absorb losses under specified non-viability conditions, supporting the bank's overall capital framework.

Q: Can TD (TD)'s new subordinated notes be offered or sold in the United States?

No. The notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption, and this communication is not an offer to sell in the U.S.

Q: What scale of operations does TD (TD) report alongside this notes issuance?

TD reports $2.1 trillion in assets as of April 30, 2026, serving 28.1 million clients globally. It also has more than 13 million active mobile users in Canada and the U.S., reflecting a large digital and international banking presence.

The Toronto-Dominion Bank announced the pricing of a public offering of SGD 350 million Fixed Rate Reset Callable Subordinated Notes (Non-Viability Contingent Capital (NVCC)), constituting subordinated indebtedness of the bank.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

The Toronto-Dominion Bank announced the pricing of a public offering of SGD 350 million Fixed Rate Reset Callable Subordinated Notes (Non-Viability Contingent Capital (NVCC)), constituting subordinated indebtedness of the bank. The notes carry a fixed coupon of 3.125% per annum, paid semi-annually, until August 5, 2031, and thereafter pay the 5-year SORA-OIS rate plus 1.048% semi-annually until maturity on August 5, 2036.

TD may, with prior approval of the Superintendent of Financial Institutions (Canada), redeem the notes at par plus accrued interest on August 5, 2031, in whole but not in part. Net proceeds will be used for general corporate purposes, which may include redeeming outstanding capital securities or repaying other liabilities. The notes are expected to qualify as Tier 2 capital for regulatory purposes and are managed by DBS Bank Ltd., OCBC and TD Securities. The securities are not registered under the U.S. Securities Act of 1933 and are not being offered in the United States.

Key Figures

Notes principal amount: SGD 350 million Initial fixed coupon: 3.125% per annum Reset spread over SORA-OIS: 5-year SORA-OIS + 1.048% +5 more

8 metrics

Notes principal amount SGD 350 million Public offering of Fixed Rate Reset Callable Subordinated Notes (NVCC)

Initial fixed coupon 3.125% per annum Interest rate until August 5, 2031, paid semi-annually

Reset spread over SORA-OIS 5-year SORA-OIS + 1.048% Floating rate from August 5, 2031 to maturity, paid semi-annually

Call date August 5, 2031 Optional redemption at par plus accrued interest, subject to regulatory approval

Maturity date August 5, 2036 Final maturity of the Fixed Rate Reset Callable Subordinated Notes

Total assets $2.1 trillion Consolidated assets of TD as of April 30, 2026

Clients served 28.1 million Number of clients served across TD’s four key business segments

Active mobile users more than 13 million Active mobile users in Canada and the U.S.

Key Terms

Non-Viability Contingent Capital (NVCC), Tier 2 capital, 5-year SORA-OIS rate, subordinated indebtedness, +1 more

5 terms

Non-Viability Contingent Capital (NVCC) regulatory

"Fixed Rate Reset Callable Subordinated Notes (Non-Viability Contingent Capital (NVCC))"

Tier 2 capital regulatory

"The Notes are expected to qualify as Tier 2 capital of TD"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

5-year SORA-OIS rate financial

"and at the 5-year SORA-OIS rate plus 1.048% thereafter"

subordinated indebtedness financial

"constituting subordinated indebtedness of the Bank (the “Notes”)"

Debt that carries lower priority for repayment than other borrowings, meaning holders are paid only after higher‑priority creditors are made whole if the borrower runs into financial trouble; think of it as standing at the back of a queue at a checkout. It matters to investors because it usually carries higher interest to compensate for greater risk, affects how much creditors recover in default, and influences a borrower’s overall credit profile and cost of borrowing.

Fixed Rate Reset Callable Subordinated Notes financial

"public offering of SGD 350 million of Fixed Rate Reset Callable Subordinated Notes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type and amount of securities is TD (TD) issuing in this transaction?

The Toronto-Dominion Bank is issuing SGD 350 million of Fixed Rate Reset Callable Subordinated Notes (NVCC). These notes constitute subordinated indebtedness of the bank and are intended to count toward its regulatory capital structure.

What are the interest rate, reset terms, and maturity for TD (TD)'s new notes?

The notes pay a fixed coupon of 3.125% per annum, paid semi-annually, until August 5, 2031. After that date, they reset to the 5-year SORA-OIS rate plus 1.048%, paid semi-annually, until final maturity on August 5, 2036.

When can TD (TD) redeem the new Singapore dollar subordinated notes?

TD may redeem the notes on August 5, 2031, in whole but not in part, at par plus accrued and unpaid interest. Any redemption is at the bank's option and requires prior approval from the Superintendent of Financial Institutions (Canada).

How will TD (TD) use the net proceeds from the subordinated notes offering?

Net proceeds will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities, giving TD flexibility in managing its balance sheet.

How do these notes fit into TD (TD)'s regulatory capital structure?

The notes are expected to qualify as Tier 2 capital of TD for regulatory purposes. As Non-Viability Contingent Capital (NVCC), they are designed to absorb losses under specified non-viability conditions, supporting the bank's overall capital framework.

Can TD (TD)'s new subordinated notes be offered or sold in the United States?

No. The notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption, and this communication is not an offer to sell in the U.S.

What scale of operations does TD (TD) report alongside this notes issuance?

TD reports $2.1 trillion in assets as of April 30, 2026, serving 28.1 million clients globally. It also has more than 13 million active mobile users in Canada and the U.S., reflecting a large digital and international banking presence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 06:05 AM Accepted by SEC EDGAR 07/28/2026 - 09:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July, 2026

Commission File Number: 001-14446

The Toronto-Dominion Bank

(Translation of registrant's name into English)

c/o General Counsel’s Office

P.O. Box 1, Toronto Dominion Centre,

Toronto, Ontario, M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F _________

Form 40-F    √         

This Form 6-K is incorporated by reference into all outstanding Registration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.

EXHIBIT INDEX

Exhibit		Description

99.1		Press Release dated July 28, 2026 - TD Bank Group to Issue Singapore Dollar NVCC Subordinated Debentures

FORM 6-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE TORONTO-DOMINION BANK


DATE: July 28, 2026	By:	/s/ Sue-Anne Fox
		Name:	Sue-Anne Fox
		Title:	Associate Vice President, Legal, Treasury and Corporate Securities

EXHIBIT 99.1

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TD Bank Group to Issue Singapore Dollar NVCC Subordinated Debentures

TORONTO, July 28, 2026 - The Toronto-Dominion Bank (“TD” or the “Bank”) (TSX, NYSE: TD) today announced the pricing of a public offering of SGD 350 million of Fixed Rate Reset Callable Subordinated Notes (Non-Viability Contingent Capital (NVCC)) constituting subordinated indebtedness of the Bank (the “Notes”).

The Notes will bear interest at a fixed rate of 3.125% per annum (paid semi-annually) until August 5, 2031, and at the 5-year SORA-OIS rate plus 1.048% thereafter (paid semi-annually) until maturity on August 5, 2036. The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes on August 5, 2031, in whole but not in part, at par plus accrued and unpaid interest on not more than 60 nor less than 10 days’ notice to holders.

Net proceeds from the issuance of the Notes will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities. The Notes are expected to qualify as Tier 2 capital of TD for regulatory purposes.

DBS Bank Ltd., OCBC and TD Securities are the managers on the issue.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell securities in the United States.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by assets and serves 28.1 million clients in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Banking, including TD Auto Finance U.S., and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among the world's leading digital banks, with more than 13 million active mobile users in Canada and the U.S. TD had $2.1 trillion in assets on April 30,2026. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto Stock Exchange and New York Stock Exchange.

For further information contact:

Brooke Hales, Senior Vice President, Investor Relations, 416-307-8647, Brooke.hales@td.com; Gabrielle Sukman, Senior Manager, Corporate and Public Affairs, 416-983-1854, Gabrielle.Sukman@td.com

Source: View Original Filing on SEC EDGAR

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