The Toronto-Dominion Bank filed a Form 6-K that incorporates by reference a press release dated January 16, 2026. The press release announces that the bank has received regulatory approval for a normal course issuer bid, which typically allows a company to repurchase its own shares on the open market. The Form 6-K states that this report and its exhibits are incorporated by reference into all of the bank’s outstanding U.S. registration statements.
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 filed its annual Form 40-F, providing its U.S. annual report under the Exchange Act. The bank reports 1,689,495,505 Common Shares outstanding as of the close of the fiscal year ended October 31, 2025, along with multiple series of preferred shares, including non-viability contingent capital instruments and Class A First Preferred Shares issued in connection with Limited Recourse Capital Notes.
The filing incorporates by reference the 2025 Annual Information Form, Management’s Discussion and Analysis, and audited annual financial statements, and confirms that Ernst & Young LLP in Toronto is the independent auditor. It describes the bank’s disclosure controls, internal control over financial reporting, audit committee, and pre-approval policy for audit and non-audit services. The bank highlights amendments to its Code of Ethics to tighten rules on gifts, anti-corruption, insider information, and political expressions at work, and notes that no waivers were granted to top executives.
Under Section 13(r), the bank discloses three limited relationships involving individuals designated under U.S. sanctions, where accounts in Canada were frozen or relationships ended, with gross revenue and net profit described as de minimis and not material, and states it does not intend to engage in further activity with respect to these relationships.
Toronto-Dominion Bank (TD) filed a Form 13F Combination Report, indicating part of its holdings are reported here and part by affiliated managers. The filing lists 3,359 information table entries with an aggregate reported value of $64,493,443,380.
The report names 8 other included managers and identifies additional managers reporting for TD, including TD Asset Management Inc., TD Waterhouse Canada Inc., TD Private Client Wealth LLC, and Epoch Investment Partners, Inc. The form is signed by the Chief Compliance Officer, Erin Morrow.