6-K

TORONTO DOMINION BANK (TD)

6-K 2026-02-26 For: 2026-01-31
View Original
Added on April 03, 2026

FORM

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

______________________________

______________________________

REPORT OF FOREIGN PRIVATE

ISSUER

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

the Securities Exchange Act of 1934

For the month of February,

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, excluding Exhibit 99.4, Exhibit

99.5 and Exhibit 99.6 hereto, 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

1

st

Quarter 2026 Report to Shareholders

99.2

Earnings Coverage

99.3

Return on Assets and Equity to Assets Ratio

99.4

Q1 2026 Earnings News Release

99.5

Q1 2026 Dividend News Release

99.6

CEO and CFO Certificates

101

Interactive Data File (formatted as Inline

XBRL)

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)

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:

February 26, 2026

By:

/s/ Sue-Anne Fox

Name:

Sue-Anne Fox

Title:

Associate Vice President, Legal,

Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 1

1

2

3

4

TD Bank Group Reports First Quarter 2026 Results

Report to Shareholders

Three months ended January 31, 2026

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements

prepared in accordance with International Financial

Reporting Standards (IFRS) as issued by the

International Accounting Standards Board

(IASB), unless

otherwise noted. Certain comparative amounts

have been revised to conform with the presentation

adopted in the current period.

Reported results conform with generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s use of

non-GAAP financial measures, refer to “Significant

Events”,

“Non-GAAP and Other Financial

Measures” in the

“How We Performed”,

or “How Our Businesses Performed” sections

of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS,

compared with the first quarter last year:

Reported diluted earnings per share were

$2.34, compared with $1.55.

Adjusted diluted earnings per share were

$2.44, compared with $2.02.

Reported net income was $4,043 million,

compared with $2,793 million.

Adjusted net income was $4,216 million,

compared with $3,623 million.

FIRST QUARTER ADJUSTMENTS (ITEMS OF

NOTE)

The first quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $34 million ($26 million after tax or 1

cent per share), compared with $61 million

($52 million after tax or

3 cents per share) in the first quarter last

year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $44 million ($32

million after tax or

2 cents per share), compared with $54 million

($41 million after tax or 2 cents per

share) in the first quarter last year.

Restructuring charges of $200 million

($148 million after tax or 9 cents per share).

Federal Deposit Insurance Corporation

(FDIC)

special assessment of ($44)

million (($33) million after tax or (2) cents

per share).

TORONTO

, February 26, 2026

– TD Bank Group (“TD” or the “Bank”)

today announced its financial results for the

first quarter ended January 31, 2026.

Reported

earnings were $4.0 billion,

up 45% compared with the first quarter last

year, and adjusted earnings were $4.2 billion, up 16%.

“TD delivered strong first quarter results, including

record adjusted earnings and significant

year

over

year adjusted return on equity growth,

reflecting momentum

across our businesses as we advance our

Investor Day goals. We achieved robust trading

and fee income growth in our markets-driven

businesses, volume

growth in Canadian Personal and Commercial

Banking, and margin expansion,” said

Raymond Chun, Group President and

CEO, TD Bank Group. “Across TD, our

colleagues are driving deeper relationships,

helping us build a simpler and faster bank,

with disciplined execution.”

Canadian Personal and Commercial

Banking delivered record revenue,

earnings, deposit and loan volumes

Canadian Personal and Commercial

Banking net income was a record $2,044

million, an increase of 12% compared

with the first quarter last year, reflecting

higher pre-tax, pre-provision earnings (PTPP)

,

,

an increase of 7% year-over-year, and lower provisions

for credit losses (PCL). Revenue was a record

$5,421 million, an increase of 5% year-over-year, primarily

reflecting increased loan and deposit

volumes.

Canadian Personal Banking made significant

progress in deepening client relationships,

achieving its highest quarterly credit

card acquisitions in over a decade,

driven by record existing client pre-approvals

and new client credit card deepening rates. In

addition, the business also delivered

simpler and faster client and

colleague experiences with the national expansion

of its Branch Virtual Assistant, a GenAI Knowledge

Management tool, and the initial scaling of

an agentic AI

capability in Real Estate Secured Lending

to accelerate speed-to-decision.

Canadian Business Banking delivered

strong loan and non-term deposit growth

this

quarter, supported by continued expansion of its distribution

footprint. Small Business Banking also

saw continued growth in chequing accounts,

driven by

compelling client offers and strong frontline engagement.

U.S. Banking sustained business momentum

and executed against critical deliverables

U.S. Banking

reported net income was $1,040 million

(US$747 million),

an increase of $897 million (US$642

million) year-over-year. On an adjusted basis,

net

income was $1,007 million (US$723

million), an increase of $168 million (US$129

million) year-over-year, reflecting the impact of U.S. balance

sheet restructuring

activities and lower PCL, partially offset by higher

governance and control investments, including

costs for U.S. BSA/AML remediation and

higher employee-

related expenses.

This quarter, U.S. Banking sustained its momentum, supported

by growth across core lending portfolios

,

including record Bankcard digital sales

and robust year-

over-year growth in client assets within

U.S. Wealth. Conversion of the Nordstrom

credit card servicing platform has been

completed, enhancing scale to support

the U.S. credit card franchise.

Wealth Management and Insurance delivered record

earnings and assets reflecting strong

contributions from both business lines

Wealth Management and Insurance net income

was $757 million, an increase of $77 million

year-over-year, driven by record assets, strong transaction

revenue

and insurance premiums growth.

1

PTPP is a non-GAAP financial measure, calculated by subtracting Canadian Personal and Commercial Banking

segment’s reported non-interest expenses from reported revenue.

Reported revenue – Q1 2026: $5,421 million, Q1 2025: $5,149 million. Reported non-interest expenses – Q1 202

6: $2,147 million, Q1 2025: $2,086 million. PTPP – Q1 2026:

$3,274 million, Q1 2025: $3,063 million.

2

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

3

Effective the first quarter of 2026, the Bank renamed its U.S. Retail segment to U.S. Banking to better

reflect the segment’s financial products and services. U.S. Banking net income

excludes earnings of $199 million (US$142 million) from the Bank’s investment in The Charles Schwab

Corporation in the first quarter last year.

4

Core loan growth is defined as growth in average loan volumes excluding the impact of the loan portfolios identified

for sale or run-off under our U.S. balance sheet restructuring program.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 2

5

6

Wealth Management delivered strong performance

in the quarter, with trades per day in TD Direct Investing

increasing 10% year-over-year, reflecting the strength

of TD’s comprehensive trading platforms. TD Wealth unified

its two discretionary businesses within

Private Wealth Management, simplifying the business

and

positioning it for scalable growth. This quarter, TD Insurance

continued to strengthen its position as Canada’s leading

digital, direct insurer

,

,

with 80% of clients

digitally engaged. TD Insurance issued another

innovative catastrophe bond, the first in

the Canadian market to provide protection

against aggregate losses from

small and medium-sized catastrophe events.

Wholesale Banking delivered record

revenue and earnings

Wholesale Banking reported net income of

$561 million for the quarter, an increase of $262 million

year-over-year, primarily reflecting higher revenues, partially

offset by higher PCL and non-interest expenses. On

an adjusted basis, net income was a record

$561 million, an increase of $221 million

year-over-year. Revenue

for the quarter was a record $2,470 million, an

increase of 24% year-over-year, driven by strong execution

across Global Markets, and Corporate

and Investment

Banking.

TD Securities advanced its strategy by leveraging

its integrated platform to deepen client relationships,

driving diversified revenue across Global

Markets,

and

Corporate and Investment Banking. This quarter, TD Securities

scaled prime services with the launch of

its U.S. and European synthetic prime offering.

In addition,

Wholesale Banking maintained disciplined execution,

focusing on moderated expense growth

and improved return on equity.

Capital

TD’s Common Equity Tier 1 Capital ratio was 14.5%.

Conclusion

“As our clients navigate an increasingly complex

landscape, we are investing in talent,

technology and new capabilities to support

their financial goals. We are

deploying AI-enabled applications across

TD, enhancing how we work, and creating

new, intuitive and personalized experiences for our

clients. Our colleagues

remain the source of our strength, and

I thank them for their dedication to our

clients and the Bank,” added Chun.

The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements”

on page 4.

5

Leading Digital Insurer: Based on comparison of digital adoption metrics as published by other major insurer.

6

Leading Direct Insurer: Rankings based on data compiled from MSA Research for the year ended December 31,

  1. Excludes public insurance entities (Insurance Corporation of British

Columbia, Manitoba Public Insurance, and Saskatchewan Auto Fund).

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 3

ENHANCED DISCLOSURE TASK FORCE

The Enhanced Disclosure Task Force (EDTF) was established by the Financial

Stability Board (FSB) in 2012 to identify

fundamental disclosure principles,

recommendations and leading practices to enhance

risk disclosures of banks. The index

below includes the recommendations (as

published by the EDTF) and

lists the location of the related EDTF disclosures

presented in the first quarter 2026 Report to

Shareholders (RTS), Supplemental Financial

Information (SFI), or

Supplemental Regulatory Disclosures (SRD).

Information on TD’s website, SFI, and SRD is not

and should not be considered incorporated

herein by reference

into the first quarter 2026 RTS, Management’s Discussion

and Analysis, or the Interim Consolidated

Financial Statements. Certain disclosure references

have

been made to the Bank’s 2025

Annual Report.

Type of

Risk

Topic

EDTF Disclosure

Page

RTS

First

Quarter

2026

SFI

First

Quarter

2026

SRD

First

Quarter

2026

Annual Report

2025

General

1

Present all related risk information together in any particular report.

Refer to below for location of disclosures

2

The bank’s risk terminology and risk measures and present key parameter

values used.

92-99, 103, 108,

110, 112, 123-126

3

Describe and discuss top and emerging risks.

82-91

4

Outline plans to meet each new key regulatory ratio once applicable rules

are finalized.

29, 42

78, 120

Risk

Governance

and Risk

Management

and

Business

Model

5

Summarize the bank’s risk management organization, processes, and key

functions.

93-97

6

Description of the bank’s risk culture and procedures applied to support the

culture.

92-93

7

Description of key risks that arise from the bank’s business models and

activities.

77, 92, 98-127

8

Description of stress testing within the bank’s risk governance and capital

frameworks.

75, 97-98, 106,

123

Capital

Adequacy

and Risk

Weighted

Assets

9

Pillar 1 capital requirements and the impact for global systemically important

banks.

26-29, 73

1-3, 6

72-74, 79, 235

10

Composition of capital and reconciliation of accounting balance sheet to the

regulatory balance sheet.

1-3, 5

72

11

Flow statement of the movements in regulatory capital.

4

12

Discussion of capital planning within a more general discussion of

management’s strategic planning.

73-76, 123

13

Analysis of how risk-weighted asset (RWA) relate to business activities

and

related risks.

9-15

76-77

14

Analysis of capital requirements for each method used for calculating RWA.

13

100-101, 103,

105-106

15

Tabulate credit risk in the banking book

for Basel asset classes and major

portfolios.

36-53, 59-65

16

Flow statement reconciling the movements of RWA by risk type.

18-19

17

Discussion of Basel III back-testing requirements.

80

102, 106, 110-111

Liquidity

18

The bank’s management of liquidity needs and liquidity reserves.

35-39

112-114, 116

-117

Funding

19

Encumbered and unencumbered assets in a table by balance sheet

category.

37

115, 229

20

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

42-44

120-122

21

Discussion of the bank’s funding sources and the bank’s funding strategy.

37-42

118-120

Market Risk

22

Linkage of market risk measures for trading and non-trading portfolio and

balance sheet.

32

104

23

Breakdown of significant trading and non-trading market risk factors.

32, 34

104, 106-108

24

Significant market risk measurement model limitations and validation

procedures.

33

105-108, 110-111

25

Primary risk management techniques beyond reported risk measures and

parameters.

33

105-108

Credit Risk

26

Provide information that facilitates users’ understanding of the bank’s credit

risk profile, including any significant credit risk concentrations.

23-26, 60-66

23-38

1-5, 13, 18,

20-70, 72-80

59-71, 99-103,

184-191, 201,

203-204, 233-234

27

Description of the bank’s policies for identifying impaired loans.

65

68, 160-161, 167-

168, 191

28

Reconciliation of the opening and closing balances of impaired loans in the

period and the allowance for loan losses.

24, 62-64

27, 31

66, 187-189

29

Analysis of the bank’s counterparty credit risks that arise from derivative

transactions.

54-55, 66-70

101, 171-172,

195-197,

201, 203-204

30

Discussion of credit risk mitigation, including collateral held for all sources of

credit risk.

102, 164, 171-172

Other Risks

31

Description of ‘other risk’ types based on management’s classifications and

discuss how each one is identified, governed, measured, and managed.

108-112, 123-127

32

Discuss publicly known risk events related to other risks.

70-71

90-91, 227-229

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

4

Caution Regarding Forward-Looking Statements

45

Securitization and Off-Balance Sheet Arrangements

5

Financial Highlights

45

Accounting Policies and Estimates

6

Significant Events

45

Changes in Internal Control over Financial

Reporting

6

Update on the Remediation of the U.S. Bank

Secrecy Act/Anti-Money

46

Glossary

Laundering Program and Enterprise AML Program

8

How We Performed

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

11

Financial Results Overview

49

Interim Consolidated Balance Sheet

14

How Our Businesses Performed

50

Interim Consolidated Statement of Income

21

Quarterly Results

51

Interim Consolidated Statement of Comprehensive

Income

22

Balance Sheet Review

52

Interim Consolidated Statement of Changes

in Equity

23

Credit Portfolio Quality

53

Interim Consolidated Statement of Cash

Flows

26

Capital Position

54

Notes to Interim Consolidated Financial Statements

30

Risk Factors and Management

30

Managing Risk

74

SHAREHOLDER AND INVESTOR INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATING

PERFORMANCE

This Management’s Discussion and Analysis (MD&A)

is presented to enable readers

to assess material changes in the financial

condition and operating results of

TD Bank Group (“TD” or the “Bank”) for the

three months ended January 31, 2026, compared

with the corresponding periods shown. This

MD&A should be read in

conjunction with the Bank’s unaudited Interim

Consolidated Financial Statements included

in this Report to Shareholders and with

the 2025

Annual Consolidated

Financial Statements and 2025 MD&A.

This MD&A is dated February 25, 2026.

Unless otherwise indicated, all amounts are

expressed in Canadian dollars and

have been primarily derived from the Bank’s

2025 Annual Consolidated Financial Statements

or Interim Consolidated Financial Statements,

prepared in

accordance with IFRS as issued by the

IASB. Note that certain comparative amounts

have been revised to conform with the presentation

adopted in the current

period. Additional information relating

to the Bank, including the Bank’s 2025

Annual Information Form, is available

on the Bank’s website at http://www.td.com as

well as on SEDAR+

at http://www.sedarplus.ca and on the SEC’s website at http://www.sec.gov (EDGAR

filers section).

Caution Regarding Forward-Looking Statements

From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including

in this document, in other filings with Canadian regulators or the United States (U.S.) Securities

and

Exchange Commission (SEC), and in other communications. In addition, representatives of the

Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such

statements are made

pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements

under, applicable Canadian and U.S. securities legislation, including the U.S.

Private Securities Litigation Reform Act

of 1995.

Forward-looking statements include, but are not limited to, statements made in this document,

the Management’s Discussion and Analysis (“2025 MD&A”) in the Bank’s 2025 Annual Report under the heading “Economic

Summary and Outlook”, under the headings “Key Priorities for 2026” and “Operating Environment and

Outlook” for the Canadian Personal and Commercial Banking, U.S. Banking, Wealth Management and Insurance,

and

Wholesale Banking segments, and under the heading “2025 Accomplishments and Focus for 2026”

for the Corporate segment, and in other statements regarding the Bank’s objectives and priorities for 2026 and

beyond

and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated

financial performance.

Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”,

“expect”, “anticipate”, “intend”, “estimate”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”,

“potential”,

“predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof,

but these terms are not the exclusive means of identifying such statements. By their very

nature, these forward-

looking statements require the Bank to make assumptions and are subject to inherent risks and

uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial,

economic, political,

and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control

and the effects of which can be difficult to predict – may cause actual results to differ materially from the

expectations expressed in the forward-looking statements.

Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit,

market (including equity, commodity, foreign exchange, interest rate, and credit spreads), operational (including

technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, compliance and legal, financial crime, reputational, environmental and

social, and other risks. Examples of such risk factors include general business and economic conditions

in the regions in which the Bank operates; geopolitical risk (including policy, trade and tax-related risks and the

potential impact of any new or elevated tariffs or any retaliatory tariffs); inflation, interest rates and recession uncertainty; regulatory

oversight and compliance risk; risks associated with the Bank’s ability to satisfy the terms

of the global resolution of the investigations into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program; the impact of the global resolution of the investigations

into the Bank’s U.S. BSA/AML

program on the Bank’s businesses, operations, financial condition, and reputation; the ability of the Bank to execute

on long-term strategies, shorter-term key strategic priorities, including the successful completion of

acquisitions and dispositions and integration of acquisitions, the ability of the Bank to achieve its financial

or strategic objectives with respect to its investments, business retention plans, and other strategic

plans; technology

and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the

Bank’s technologies, systems and networks, those of the Bank’s customers (including their own devices), and third

parties providing services to the Bank; data risk; model risk; fraud activity; insider risk; conduct

risk; the failure of third parties to comply with their obligations to the Bank or its affiliates, including

relating to the care and

control of information, and other risks arising from the Bank’s use of third-parties; the impact of new and changes

to, or application of, current laws, rules and regulations, including without limitation consumer

protection laws

and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased competition

from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer

attitudes and

disruptive technology; environmental and social risk (including climate-related risk); exposure related to

litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent;

changes in foreign

exchange rates, interest rates, credit spreads and equity prices; downgrade, suspension or withdrawal

of ratings assigned by any rating agency, the value and market price of the Bank’s common shares and other securities

may be impacted by market conditions and other factors; the interconnectivity of financial institutions

including existing and potential international debt crises; increased funding costs and market volatility due to

market

illiquidity and competition for funding; critical accounting estimates and changes to accounting standards,

policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic

events and

claims resulting from such events.

The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other

factors could also adversely affect the Bank’s results. For more detailed information, please refer to the “Risk

Factors and

Management” section of the 2025 MD&A, as may be updated in subsequently filed quarterly reports to shareholders

and news releases (as applicable) related to any events or transactions discussed under the headings

“Significant Events”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy

Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement

Activities“ in the

relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other

uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be

considered carefully when making decisions with respect to the Bank. The Bank cautions readers

not to place undue reliance on the Bank’s forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set

out in the 2025 MD&A under the headings “Economic Summary and Outlook” and “Significant

Events”, under

the headings “Key Priorities for 2026” and “Operating Environment and Outlook” for the Canadian

Personal and Commercial Banking, U.S. Banking, Wealth Management and Insurance, and Wholesale Banking segments,

and under the heading “2025 Accomplishments and Focus for 2026” for the Corporate segment,

each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as

applicable).

Any forward-looking statements contained in this document represent the views of management only as

of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in

understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and

for the periods ended on the dates presented, and may not be appropriate for other

purposes. The Bank

does not undertake to update any forward-looking statements, whether written or oral, that may be

made from time to time by or on its behalf, except as required under applicable securities legislation.

This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors,

on the Audit Committee’s recommendation, prior to its release.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 5

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Results of operations

Total revenue – reported

$

16,585

$

15,494

$

14,049

Total revenue – adjusted

1

16,629

16,028

15,030

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses (ISE)

1,622

1,602

1,507

Non-interest expenses – reported

8,753

8,808

8,070

Non-interest expenses – adjusted

1

8,563

8,540

7,983

Net income – reported

4,043

3,280

2,793

Net income – adjusted

1

4,216

3,905

3,623

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

958.5

$

953.0

$

965.3

Total assets

2,099.3

2,094.6

2,093.6

Total deposits

1,245.1

1,267.1

1,290.5

Total equity

125.6

127.8

119.0

Total risk-weighted assets

2

635.2

636.4

649.0

Financial ratios

Return on common equity (ROE) – reported

3

13.6

%

10.7

%

10.1

%

Return on common equity – adjusted

1

14.2

12.8

13.2

Return on tangible common equity (ROTCE)

1,3

16.3

12.9

13.4

Return on tangible common equity – adjusted

1

16.9

15.4

17.2

Efficiency ratio – reported

3

52.8

56.8

57.4

Efficiency ratio – adjusted, net of ISE

1,3,4

57.1

59.2

59.0

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.43

0.41

0.50

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

$

2.35

$

1.82

$

1.55

Diluted

2.34

1.82

1.55

Dividends per share

1.08

1.05

1.05

Book value per share

3

68.20

68.78

61.61

Closing share price (TSX)

5

127.26

115.16

82.91

Shares outstanding (millions)

Average basic

1,680.3

1,698.2

1,749.9

Average diluted

1,684.7

1,701.5

1,750.7

End of period

1,671.2

1,689.5

1,751.7

Market capitalization (billions of Canadian dollars)

$

212.7

$

194.6

$

145.2

Dividend yield

3

3.5

%

3.9

%

5.4

%

Dividend payout ratio

3

45.9

57.6

67.8

Price-earnings ratio

3

10.3

10.0

17.5

Total shareholder return (1 year)

3

60.0

56.7

6.9

Common share information – adjusted

(Canadian dollars)

1

Per share earnings

Basic

$

2.45

$

2.19

$

2.02

Diluted

2.44

2.18

2.02

Dividend payout ratio

44.0

%

47.9

%

51.9

%

Price-earnings ratio

14.5

13.8

10.6

Capital ratios

2

Common Equity Tier 1 (CET1) Capital ratio

14.5

%

14.7

%

13.1

%

Tier 1 Capital ratio

16.3

16.4

14.7

Total Capital ratio

18.1

18.4

17.0

Leverage ratio

4.5

4.6

4.2

Total Loss Absorbing Capacity (TLAC) ratio

31.1

31.8

29.5

TLAC Leverage ratio

8.6

8.9

8.5

1

The Toronto-Dominion Bank (“TD” or the

“Bank”) prepares its Interim Consolidated Financial Statements in accordance with IFRS,

the current GAAP, and refers

to results prepared in

accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures

such as “adjusted” results and non-GAAP ratios to assess each of its businesses

and to measure overall Bank performance. To

arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to “Significant

Events”, “How We Performed” or “How

Our Businesses Performed” sections

of this document for further explanation, a list of the items of note, and a reconciliation of

adjusted to reported results. Non-GAAP financial measures

and ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar

terms used by other issuers.

2

These measures have been included in this document in accordance with the Office of the Superintendent

of Financial Institutions Canada’s (OSFI’s) Capital Adequacy

Requirements

(CAR), Leverage Requirements (LR), and Total

Loss Absorbing Capacity (TLAC) guidelines.

Refer to the “Capital Position” section of this document for further details.

3

For additional information about these metrics, refer to the Glossary of this document.

4

Efficiency ratio – adjusted, net of ISE is calculated by dividing adjusted non-interest expenses by adjusted

total revenue, net of ISE. Adjusted total revenue, net of ISE –

Q1 2026: $15,007 million, Q4 2025: $14,426 million, Q1 2025: $13,523 million.

5

Toronto Stock Exchange closing market

price.

ex991p6i0

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 6

7

8

SIGNIFICANT EVENTS

Restructuring Charges

The Bank continued to undertake certain

measures in the first quarter of 2026 to reduce

its cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $200 million

pre-tax of restructuring charges for the three

months ended January 31, 2026, which primarily

related to employee

severance and other personnel-related

costs, real estate optimization, and asset impairment

and other rationalization, including certain

business wind-downs. The

Bank is above its previously disclosed guidance

that its restructuring charges in the first

quarter of 2026 would be approximately

$125 million pre-tax, primarily due

to additional workforce optimization opportunities.

The restructuring program concluded on

January 31, 2026, with total program charges

of $886 million pre-tax. The Bank expects

the program to generate total

pre-tax fully realized annual program savings

of approximately $775 million, including

savings from an approximate 3% workforce

reduction

.

UPDATE ON THE

REMEDIATION

OF THE U.S. BANK SECRECY ACT/ANTI-MONEY LAUNDERING

PROGRAM AND

ENTERPRISE AML PROGRAM

As previously disclosed, on October 10, 2024,

the Bank announced that, following active

cooperation and engagement with authorities and

regulators, it reached a

resolution (the “Global Resolution”) of

previously disclosed investigations related

to its U.S. BSA/AML program. The Bank

and certain of its U.S. subsidiaries

consented to orders with the Office of the Comptroller

of the Currency (“OCC”), the Federal

Reserve Board (“FRB”), and the Financial Crimes

Enforcement

Network (“FinCEN”) and entered into plea agreements

with the Department of Justice (“DOJ”), Criminal

Division, Money Laundering and Asset Recovery

Section

and the United States Attorney’s Office for the District

of New Jersey. The full terms of the consent orders and plea

agreements are available on the Bank’s issuer

profile on SEDAR+ at www.sedarplus.com.

The Bank is focused on meeting the terms

of the consent orders and plea agreements,

including meeting the requirements to remediate

the Bank’s U.S. BSA/AML

program. In addition, the Bank is also undertaking

remediation of the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions

Programs (“Enterprise

AML Program”).

For additional information on the risks associated

with the remediation of the Bank’s U.S. BSA/AML

program and the Bank’s Enterprise AML Program,

see the

“Risk Factors That May Affect Future Results –

Remediation of the Bank’s U.S. BSA/AML Program

and Enterprise AML Program” section

of the 2025 MD&A.

Update on the Remediation of the U.S.

AML Program

The Bank remains focused on remediating

its U.S. BSA/AML program to meet the requirements

of the Global Resolution. The Bank continues

to work on its

management remediation actions (the term

“management remediation actions” is

not a regulatory definition and is considered by

the Bank to consist of the root

cause assessments, data preparation, design,

documentation, frameworks, policies, standards,

training, processes, systems, testing and implementation

of

controls, as well as the hiring of resources)

with significant work and important milestones

remaining in calendar 2026 and calendar 2027

including the Suspicious

Activity Report lookback per the OCC consent

order which management expects

to complete in calendar 2027. For fiscal 2026,

the Bank continues to expect U.S.

BSA/AML remediation and related governance

and control investments of approximately

US$500 million pre-tax.

All management remediation actions

will be

subject to demonstrated sustainability and

validation by the Bank’s internal audit function

(with such activities currently planned

for calendar 2026 and calendar

2027), as well as the review by the appointed

monitor, and, ultimately, the review and approval of the Bank’s U.S. banking regulators

and the DOJ. Following such

independent reviews, testing, and validation,

there could be additional management remediation

actions that would take place after calendar

2027 in which case

the overall remediation timeline may be extended.

In addition, as the Bank undertakes the lookback

reviews, the Bank may be required to further expand

the

scope of the review, either in terms of the subjects being

addressed and/or the time period reviewed.

The following graph illustrates the Bank’s expected

remediation plan and progress on a calendar

year basis, based on its work to date:

The Bank’s remediation timeline is based on

the Bank’s current plans, as well as assumptions

related to the duration of planning activities,

including the

completion of external benchmarking and

lookback reviews. The Bank’s ability to

meet its planned remediation milestones assumes

that the Bank will be able to

successfully execute against its U.S. BSA/AML

remediation program plan, which is

subject to inherent risks and uncertainties including

the Bank’s ability to attract

and retain key employees, the ability of

third parties to deliver on their contractual obligations,

the successful development and implementation

of required

technology solutions, and data availability

to complete the required lookback reviews.

Furthermore, the execution of the U.S. BSA/AML

remediation plan, including

these planned milestones, will not be entirely

within the Bank’s control because of various factors

such as (i) the requirement to obtain regulatory

approval or non-

objection before proceeding with various

steps, and (ii) the requirement for the various

deliverables to be acceptable to the regulators

and/or the monitor. As of the

date hereof, the Bank believes that it and its applicable

U.S. subsidiaries have taken such actions

as are required of them to date under the

terms of the consent

orders and plea agreements and is not aware

of them being in breach of the same. For

information about the Bank’s AML governance

framework, see the

“Managing Risk” section of this document.

While substantial work remains, the

Bank is making progress on remediating

and strengthening its U.S. BSA/AML program

as previously disclosed including

continued improvements through:

7

The Bank’s expectations regarding the restructuring program are subject to inherent uncertainties and

are based on the Bank’s assumptions regarding certain factors, including rate of

natural attrition, talent re-deployment opportunities, years-of-service, execution timing of actions, and foreign exchange

translation impacts. Refer to the “Risk Factors That May Affect

Future Results” section of this document for additional information about risks and uncertainties that may impact

the Bank’s estimates.

8

The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties

and may vary based on the scope of work in the U.S.

BSA/AML remediation plan which could change as a result of additional findings that are identified as work progresses

as well as the Bank’s ability to successfully execute against the

U.S. BSA/AML remediation program in accordance with the U.S. Banking segment’s fiscal 2026 and

medium-term plan

.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 7

1)

enhanced customer screening procedures

which incorporate new automated system

capabilities for customer onboarding;

2)

the adoption of a more data-driven financial

crime risk assessment methodology and process

which provides a more accurate assessment of

the

Bank’s financial crimes risks; and

3)

the deployment of the first phase of the

U.S. Bank’s new centralized Know Your Customer (KYC) platform to

certain business users, enabling the

collection and maintenance of customer information

in a single profile resulting in better insights

about the Bank’s customers.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

U.S. BSA/AML program, including:

1)

further deployments of the new KYC

platform;

2)

further deployments of machine learning

and specialized AI;

3)

continued focus on lookback reviews as required

under the OCC and FinCEN consent orders;

4)

continued data enhancements with the deployment

of dedicated Financial Crimes Risk Management

(FCRM) data environments which will create

a

single source of truth in support of advanced

detection capabilities;

5)

continue enhancing its financial crime risk

assessment methodologies and processes;

and

6)

continued training and development of colleagues.

Strengthening of the Bank’s Enterprise AML Program

The Bank continues to undertake remediation

of the Enterprise AML Program, including

a range of management remediation and

enhancement actions (the term

“management remediation and enhancement

actions” is not a regulatory definition and

is considered by the Bank to consist

of root cause assessments, data

preparation, design, documentation, frameworks,

policies, standards, training, processes,

systems, testing, and execution of controls,

as well as the hiring of

resources). While the Bank has made progress

on this remediation work, it is a multi-year

endeavour and the remediation work remains

ongoing. The timing of

completion of the remediation work will not

be entirely within the Bank’s control, and is subject

to regulatory feedback, internal review, challenge and validation.

As

previously disclosed, following the end of the

first quarter of fiscal 2025, the Financial Transactions

and Reports Analysis Centre of Canada (FINTRAC)

commenced a review of certain remediation

steps that the Bank has taken to date

to address the FINTRAC violations.

This review is ongoing, and subject to the

outcome, may result in additional regulatory

actions.

The remediation and enhancement of the Enterprise

AML Program is exposed to similar

risks as noted in respect of the remediation

of the Bank’s U.S. BSA/AML

Program (see also “Remediation of the

U.S. BSA/AML Program” above). In particular, as the Bank

continues its remediation and improvement activities

of the

Enterprise AML Program, it expects an increase

in identification of reportable transactions

and/or events, which will add to the operational

backlog in the Bank’s

FCRM investigations processing that the

Bank currently faces, but is working

towards remediating, across the Bank. In

addition, on an ongoing basis, the Bank will

continue to review and assess whether issues

identified in one jurisdiction have an impact

in other jurisdictions. Furthermore, the

Bank’s regulators or law

enforcement agencies may identify other issues

with the Bank’s Enterprise AML Program, which

may result in additional regulatory actions.

These issues identified

through the Bank’s own review or by the Bank’s regulators

or law enforcement agencies may

broaden the scope of the remediation and improvements

required for

the Enterprise AML Program.

While substantial work remains, the

Bank is making progress on remediating

and strengthening the Enterprise AML

Program as previously disclosed, including:

1) continued advancement on clearing operational

backlogs;

2) completed enhancements to transaction

monitoring capabilities, including updates to the

customer risk rating methodology; and

3) conducting policy transformation activities

to strengthen alignment across FCRM

globally.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

Enterprise AML Program,

including:

1)

continued enhancement and adoption of

the new centralized case management

tool, with the goal of strengthening oversight

and investigations of

identified FCRM risks;

2)

ongoing advancements in transaction monitoring

capabilities;

and

3)

continued investment in supporting advanced

analytics, machine learning, and AI opportunities

within FCRM.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 8

HOW WE PERFORMED

CORPORATE OVERVIEW

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 North America’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 January 31, 2026. The Toronto-Dominion Bank trades under the symbol

“TD” on the Toronto Stock Exchange and New York Stock Exchange.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS, the current GAAP, and refers to results prepared in accordance with

IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are historical,

non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance.

To

arrive at adjusted results, the Bank adjusts

for “items of note” from reported

results. Items of note are items which management

does not believe are indicative of underlying

business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted net

interest margin, adjusted basic

and diluted earnings per share (EPS), adjusted

dividend payout ratio, adjusted efficiency ratio,

net of ISE, and adjusted effective income tax rate.

The Bank

believes that non-GAAP financial measures and

non-GAAP ratios provide the reader with

a better understanding of how management

views the Bank’s

performance. Non-GAAP financial measures

and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be

comparable to similar terms used by other issuers.

Supplementary financial measures depict

the Bank’s financial performance and position, and

capital

management measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

Investment in The Charles Schwab Corporation

(“Schwab”) and Insured Deposit Account

(IDA) Agreement

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. The Bank

discontinued recording its share of earnings

available to common shareholders from

its investment in Schwab following

the sale.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Banking segment reflected the Bank’s

share of net income

from its investment in Schwab. The Corporate

segment net income (loss) included

amounts for amortization of acquired intangibles,

the acquisition and integration

charges related to the Schwab transaction,

and the Bank’s share of restructuring and other

charges incurred by Schwab. The Bank’s share of

Schwab’s earnings

available to common shareholders was

reported with a one-month lag. For further

details, refer to Note 12 of the Bank’s 2025

Annual Consolidated Financial

Statements.

Subsequent to the sale of the Bank’s entire remaining

equity investment in Schwab, the Bank

continues to have a business relationship

with Schwab through

the insured deposit account agreement (“Schwab

IDA Agreement”).

On May 4, 2023, the Bank and Schwab entered

into an amended Schwab IDA Agreement,

with an initial expiration of July 1, 2034. Pursuant

to the Schwab IDA

Agreement, the Bank makes sweep deposit

accounts available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate

obligation amounts. Remaining deposits are designated

as floating-rate obligations. The IDA deposit

floor is set at US$60 billion.

Refer to Note 26 of the Bank’s 2025 Annual

Consolidated Financial Statements for further

details on the Schwab IDA Agreement.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

8,789

$

8,545

$

7,866

Non-interest income

7,796

6,949

6,183

Total revenue

16,585

15,494

14,049

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses

1,622

1,602

1,507

Non-interest expenses

8,753

8,808

8,070

Income before income taxes and share

of net income from

investment in Schwab

5,171

4,102

3,260

Provision for (recovery of) income taxes

1,128

822

698

Share of net income from investment in

Schwab

231

Net income – reported

4,043

3,280

2,793

Preferred dividends and distributions on other

equity instruments

101

191

86

Net income available to common shareholders

$

3,942

$

3,089

$

2,707

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 9

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events”, “How We

Performed”, or “How Our Businesses Performed”

sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Operating results – adjusted

Net interest income

1

$

8,833

$

8,594

$

7,920

Non-interest income

2

7,796

7,434

7,110

Total revenue

16,629

16,028

15,030

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses

1,622

1,602

1,507

Non-interest expenses

3

8,563

8,540

7,983

Income before income taxes and share of net income from

investment in Schwab

5,405

4,904

4,328

Provision for (recovery of) income taxes

1,189

999

962

Share of net income from investment in Schwab

4

257

Net income – adjusted

4,216

3,905

3,623

Preferred dividends and distributions on other equity instruments

101

191

86

Net income available to common shareholders –

adjusted

4,115

3,714

3,537

Pre-tax adjustments for items of note

Amortization of acquired intangibles

5

(34)

(34)

(61)

Restructuring charges

3

(200)

(190)

Acquisition and integration-related charges

3

(44)

(52)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(44)

(49)

(54)

Balance sheet restructuring

2

(485)

(927)

FDIC special assessment

3

44

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(8)

(9)

Restructuring charges

(52)

(50)

Acquisition and integration-related charges

(9)

(11)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(12)

(13)

(13)

Balance sheet restructuring

(97)

(231)

FDIC special assessment

11

Total adjustments for items

of note

(173)

(625)

(830)

Net income available to common shareholders – reported

$

3,942

$

3,089

$

2,707

1

After the termination of the merger agreement between the Bank and FHN on May 4, 2023, the residual

impact of the strategy is reversed through net interest income (NII) – Q1 2026: ($44)

million, Q4 2025: ($49) million,

Q1 2025: ($54) million, reported in the Corporate segment.

2

Adjusted non-interest income excludes the following item of note:

i.

Balance sheet restructuring – Q4 2025: $383 million, Q1 2025: $927 million in respect of U.S. Banking

activities, reported in the U.S. Banking segment, and Q4 2025: $102 million in respect of other

activities,

reported in the Corporate segment.

3

Adjusted non-interest expenses exclude the following items of note:

i.

Amortization of acquired intangibles – Q1 2026: $34 million, Q4 2025: $34 million, Q1 2025: $35 million, reported

in the Corporate segment;

ii.

Restructuring charges – Q1 2026: $200 million, Q4 2025: $190 million, reported in the Corporate segment;

iii.

Acquisition and integration-related charges – Q4 2025: $44 million, Q1 2025: $52 million, reported in

the Wholesale Banking segment; and

iv.

FDIC special assessment – Q1 2026: ($44) million, reported in the U.S. Banking segment.

4

Adjusted share of net income from investment in Schwab excludes the following item of note on

an after-tax basis. The earnings impact of this item was reported in the Corporate segment:

i.

Amortization of Schwab-related acquired intangibles – Q1 2025: $26 million.

5

Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and

business combinations, including the after-tax amount for amortization of acquired intangibles relating

to the share of

net income from investment in Schwab, reported in the Corporate segment. Refer to

footnotes 3 and 4 for amounts.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 10

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Basic earnings per share – reported

$

2.35

$

1.82

$

1.55

Adjustments for items of note

0.10

0.37

0.47

Basic earnings per share – adjusted

$

2.45

$

2.19

$

2.02

Diluted earnings per share – reported

$

2.34

$

1.82

$

1.55

Adjustments for items of note

0.10

0.36

0.47

Diluted earnings per share – adjusted

$

2.44

$

2.18

$

2.02

1

EPS is computed by dividing net income available to common shareholders by the weighted-average number of

shares outstanding during the period. Numbers may not add due to

rounding.

TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Schwab

1

$

$

$

26

Wholesale Banking related intangibles

20

20

21

Other

6

6

5

Included as items of note

26

26

52

Software and asset servicing rights

135

124

119

Amortization of intangibles, net of income

taxes

$

161

$

150

$

171

1

Included in share of net income from investment in Schwab.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

can be utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income as a percentage

of average allocated capital. The Bank’s

methodology for allocating

capital to its business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated to

the business segments was

based on 11.5% of CET1 Capital for the three months ended

January 31, 2026.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Average common equity

$

115,250

$

114,939

$

106,133

Net income available to common shareholders

– reported

3,942

3,089

2,707

Items of note, net of income taxes

173

625

830

Net income available to common shareholders

– adjusted

$

4,115

$

3,714

$

3,537

Return on common equity – reported

13.6

%

10.7

%

10.1

%

Return on common equity – adjusted

14.2

12.8

13.2

Return on Tangible Common Equity

Tangible common equity (TCE) is calculated as common shareholders’ equity

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

the Bank’s use of equity. TCE is a non-GAAP financial measure,

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Average common equity

$

115,250

$

114,939

$

106,133

Average goodwill

18,751

18,814

19,205

Average imputed goodwill and intangibles on

investments in Schwab

5,116

Average other acquired intangibles

1

339

374

482

Average related deferred tax liabilities

(246)

(230)

(237)

Average tangible common equity

96,405

95,981

81,567

Net income available to common

shareholders – reported

3,942

3,089

2,707

Amortization of acquired intangibles, net of income

taxes

26

26

52

Net income available to common shareholders

adjusted for amortization of acquired intangibles,

net of income taxes

3,968

3,115

2,759

Other items of note, net of income taxes

147

599

778

Net income available to common shareholders

– adjusted

$

4,115

$

3,714

$

3,537

Return on tangible common equity

16.3

%

12.9

%

13.4

%

Return on tangible common equity – adjusted

16.9

15.4

17.2

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 11

9

IMPACT OF FOREIGN EXCHANGE RATE ON U.S. BANKING SEGMENT TRANSLATED EARNINGS

The following table reflects the estimated impact

of foreign currency translation on key

U.S. Banking segment income statement items.

The impact is calculated as

the difference in translated earnings using the average

U.S. to Canadian dollars exchange rates in the

periods noted.

TABLE 8: IMPACT OF FOREIGN EXCHANGE RATE ON U.S. BANKING TRANSLATED EARNINGS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31, 2026 vs.

January 31, 2025

Increase (Decrease)

U.S. Banking

Total revenue – reported

$

(95)

Total revenue – adjusted

1

(95)

Non-interest expenses – reported

(58)

Non-interest expenses – adjusted

1

(59)

U.S. Banking net income excluding Schwab

– reported, after tax

(24)

U.S. Banking net income excluding Schwab

– adjusted, after tax

1

(23)

U.S. Banking net income – reported, after tax

(24)

U.S. Banking net income – adjusted, after

tax

1

(23)

Earnings (loss) per share

(Canadian dollars)

Basic – reported

$

(0.01)

Basic – adjusted

1

(0.01)

Diluted – reported

(0.01)

Diluted – adjusted

1

(0.01)

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

January 31

January 31

2026

2025

U.S. dollar

$

0.721

$

0.704

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the first quarter of 2026. Shareholder

performance indicators help guide and benchmark

the Bank’s

accomplishments. For the purposes

of this analysis, the Bank utilizes adjusted earnings,

which excludes items of note from the reported

results that are prepared

in accordance with IFRS. Reported and adjusted

results and items of note are explained in “Non-GAAP

and Other Financial Measures” in the “How

We Performed”

section of this document.

Adjusted diluted EPS for the three months ended

January 31, 2026, increased 21% from

the same period last year.

Adjusted ROTCE for the three months ended

January 31, 2026, was 16.9%.

For the twelve months ended January 31, 2026,

the total shareholder return was 60.0%

compared to the Canadian peer

average of 38.4%.

Net Income

Quarterly comparison – Q1 2026 vs. Q1 2025

Reported net income for the quarter was $4,043

million, an increase of $1,250 million, or 45%,

compared with the first quarter last year, primarily reflecting

higher

revenues in the current quarter and the impact

of U.S. balance sheet restructuring activities

in the first quarter last year, partially offset by higher non-interest

expenses and restructuring charges. On an

adjusted basis, net income for the quarter

was $4,216 million, an increase of $593 million,

or 16%, compared with the

first quarter last year.

By segment, the increase in reported net income

reflects increases in U.S. Banking of $698

million, in Wholesale Banking of $262

million, in Canadian Personal

and Commercial Banking of $213 million,

and in Wealth Management and Insurance

of $77 million.

Quarterly comparison – Q1 2026 vs. Q4 2025

Reported net income for the quarter increased

$763 million, or 23%, compared with the prior

quarter, primarily reflecting higher revenues in the

current quarter and

the impact of U.S. balance sheet restructuring

activities in the prior quarter. Adjusted net income for the

quarter increased $311 million, or 8%, compared with the

prior quarter.

By segment, the increase in reported net income

reflects increases in U.S. Banking of $321

million, in Canadian Personal and Commercial

Banking of

$179 million, in the Corporate segment

of $138 million, in Wholesale Banking of

$67 million, and in Wealth Management and

Insurance of $58 million.

Net Interest Income

Quarterly comparison – Q1 2026 vs. Q1 2025

Reported net interest income for the quarter

was $8,789 million, an increase of $923

million, or 12%, compared with the first quarter

last year, primarily reflecting

volume growth and higher loan margins in Canadian

Personal and Commercial Banking, higher

revenue from treasury and balance sheet

activities, and higher

product margins and the impact of balance

sheet restructuring activities in U.S. Banking.

On an adjusted basis, net interest income

was $8,833 million, an increase

of $913 million, or 12%.

By segment, the increase in reported net interest

income reflects increases in the Corporate

segment of $363 million, in Canadian Personal

and Commercial

Banking of $259 million, in U.S. Banking of

$232 million, in Wealth Management and

Insurance of $37 million, and in Wholesale

Banking of $32 million.

9

Canadian peers include Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and

The Bank of Nova Scotia.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 12

10

Quarterly comparison – Q1 2026 vs. Q4 2025

Reported net interest income for the quarter

increased $244 million, or 3%, compared with

the prior quarter, primarily reflecting volume

growth and higher loan

margins in Canadian Personal and Commercial

Banking, an adjustment for client deposit rate

in the prior quarter and higher loan margins

in the current quarter in

U.S. Banking, and the impact of foreign exchange

translation. On an adjusted basis, net

interest income increased $239 million, or

3%.

By segment, the increase in reported net interest

income reflects increases in U.S. Banking

of $131 million, in Canadian Personal and

Commercial Banking of

$90 million, in Wealth Management and Insurance

of $17 million, and in the Corporate segment

of $15 million, partially offset by a decrease

in Wholesale Banking

of $9 million.

Non-Interest Income

Quarterly comparison – Q1 2026 vs. Q1 2025

Reported non-interest income for the quarter

was $7,796 million, an increase of $1,613

million, or 26%, compared with the first quarter last

year, primarily

reflecting the impact of U.S. balance

sheet restructuring activities in the first quarter

last year, higher trading-related revenue, lending revenue,

advisory fees, and

underwriting fees in Wholesale Banking, and

higher insurance earned premiums, fee-based

revenues

from assets growth, and transaction revenue

in Wealth

Management and Insurance. On an adjusted

basis, non-interest income was $7,796

million, an increase of $686 million, or 10%.

By segment, the increase in reported non-interest

income reflects increases in U.S. Banking

of $907 million, in Wholesale Banking of

$438 million, in Wealth

Management and Insurance of $271 million, and

in Canadian Personal and Commercial Banking

of $13 million, partially offset by a decrease in

the Corporate

segment of $16 million.

Quarterly comparison – Q1 2026 vs. Q4 2025

Reported non-interest income for the quarter increased

$847 million, or 12%, compared with

the prior quarter, primarily reflecting the impact

of U.S. balance sheet

restructuring activities in the prior quarter, higher

trading-related revenue in Wholesale Banking,

and strong underlying insurance performance

and higher fee-

based revenues in Wealth Management and

Insurance. On an adjusted basis, non-interest

income increased $362 million, or 5%.

By segment, the increase in non-interest income

reflects increases in U.S. Banking of $356

million, in Wholesale Banking of $279 million,

in Wealth

Management and Insurance of $101 million, in

the Corporate segment of $85 million, and in

Canadian Personal and Commercial Banking

of $26 million.

Provision for Credit Losses

Quarterly comparison – Q1 2026 vs. Q1 2025

PCL for the quarter was $1,039 million, a decrease

of $173 million compared with the first

quarter last year. PCL – impaired was $1,164

million, a decrease of

$52 million, or 4%, largely reflecting lower provisions

in Canadian and U.S. commercial and

U.S. consumer lending portfolios, partially

offset by higher provisions

in the Wholesale and Canadian consumer lending

portfolios. PCL – performing was a recovery

of $125

million, compared with a recovery of $4

million in the first

quarter last year. The performing recovery this quarter reflects

migration from performing to impaired in the

Wholesale and U.S. commercial lending portfolios,

and

improvement to the Canadian and U.S.

macroeconomic forecasts. Total PCL for the quarter as an annualized percentage

of credit volume was 0.43%.

By segment, PCL was lower by $156

million in U.S. Banking,

by $85 million in Canadian Personal and

Commercial Banking and by $32 million in

Corporate

segment, and higher by $100 million in Wholesale

Banking.

Quarterly comparison – Q1 2026 vs. Q4 2025

PCL for the quarter was $1,039 million, an increase

of $57 million compared with the prior

quarter. PCL – impaired was $1,164

million, an increase of $221 million,

or 23%, largely reflecting credit migration in

the Wholesale and U.S. commercial lending portfolios

related to a small number of impairments

across various

industries, partially offset by lower provisions in the

Canadian commercial lending portfolio.

PCL – performing was a recovery of $125

million, compared with a

build of $39 million in the prior quarter. The performing recovery

this quarter reflects migration from performing

to impaired in the Wholesale and U.S. commercial

lending portfolios, and improvement to the

Canadian and U.S. macroeconomic forecasts.

Total PCL for the quarter as an annualized percentage of credit volume

was 0.43%.

By segment, PCL was higher by $148

million in Wholesale Banking and by $19

million in Corporate segment,

and lower by $101 million in Canadian Personal

and Commercial Banking and by $9 million

in U.S. Banking.

Looking forward, while results may vary by

quarter, and are subject to changes to economic conditions,

we continue to expect fiscal 2026 PCLs to fall

within a

range of 40 to 50 basis points

.

TABLE 9: PROVISION FOR CREDIT LOSSES

1

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

$

424

$

447

$

459

U.S. Banking

394

331

529

Wholesale Banking

216

28

33

Corporate

2

130

137

195

Total provision for (recovery of) credit losses – Stage 3

1,164

943

1,216

Provision for (recovery of) credit losses

– Stage 1

and Stage 2 (performing)

Canadian Personal and Commercial

Banking

12

90

62

U.S. Banking

(99)

(27)

(78)

Wholesale Banking

(44)

(4)

39

Corporate

2

6

(20)

(27)

Total provision for (recovery of) credit losses – Stage 1

and Stage 2

(125)

39

(4)

Total provision for (recovery of) credit losses

$

1,039

$

982

$

1,212

1

Includes PCL for off-balance sheet instruments.

2

Includes PCL on the retailer program partners’ share of the U.S. strategic cards portfolio.

10

The Bank’s estimated PCL range is based on forward-looking assumptions that have inherent risks and

uncertainties. Results may vary depending on actual economic or credit

conditions and performance, such as the level of unemployment, interest rates, economic growth or contraction, and

borrower or industry specific credit factors and conditions, inclusive

of policy and trade uncertainty.

The Bank’s PCL estimate is subject to risks and uncertainties including those set out in the

“Risk Factors and Management” section of this document.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 13

11

Insurance Service Expenses

Quarterly comparison – Q1 2026 vs. Q1 2025

Insurance service expenses for the quarter

were $1,622 million, an increase of $115 million, or 8%, compared

with the first quarter last year, primarily reflecting

increased claims severity.

Quarterly comparison – Q1 2026 vs. Q4 2025

Insurance service expenses were relatively

flat compared with the prior quarter.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q1 2026 vs. Q1 2025

Reported non-interest expenses were $8,753

million, increased $683 million, or 8%,

compared with the first quarter last year, primarily reflecting

higher

governance and control investments, including

costs for U.S. BSA/AML remediation, restructuring

charges, and higher spend supporting business

growth

initiatives, including employee-related expenses.

On an adjusted basis, non-interest expenses

were $8,563 million, an increase of $580

million, or 7%. The Bank

continues to expect fiscal 2026 adjusted expense

growth, assuming fiscal 2025 levels of

variable compensation, foreign exchange

translation, and U.S. strategic

cards portfolio impact, to be at the previously

communicated 3% to 4% range, reflecting

investments supporting business growth and

investments in governance

and control, net of expected productivity and

restructuring savings

.

By segment, the increase in reported non-interest

expenses reflects increases in the

Corporate segment of $421 million, in

U.S. Banking of $88 million, in

Wealth Management and Insurance of $85 million,

in Canadian Personal and Commercial

Banking of $61 million, and in Wholesale

Banking of $28 million.

The Bank’s reported efficiency ratio was 52.8%, compared

to 57.4% in the first quarter last year. The Bank’s adjusted efficiency ratio,

net of ISE was 57.1%,

compared with 59.0%

in the first quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Reported non-interest expenses decreased

$55 million, or 1%, compared with the prior

quarter, primarily reflecting the expense recovery of the

FDIC special

assessment charge. Adjusted non-interest

expenses increased $23 million, or relatively

flat compared with the prior quarter.

By segment, the decrease in reported non-interest

expenses reflect decreases in U.S. Banking

of $32 million, in Canadian Personal and

Commercial Banking of

$31 million, and in the Corporate segment of $15

million, partially offset by increases in Wealth

Management and Insurance of $19 million and in

Wholesale

Banking of $4 million.

The Bank’s reported efficiency ratio was 52.8%, compared

with 56.8% in the prior quarter. The Bank’s adjusted efficiency ratio, net of

ISE was 57.1%,

compared with 59.2% in the prior quarter.

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 21.8% for the current quarter, compared with 21.4%

in the first quarter last year and 20.0%

in the

prior quarter. The year-over-year increase primarily reflects

the tax impact of higher reported pre-tax income,

partially offset by higher U.S. tax credits and changes

in earnings mix. The quarter-over-quarter increase

primarily reflects the tax impact of higher

reported pre-tax income in the current quarter

and discrete tax

adjustments in the prior quarter, partially offset by higher U.S.

tax credits and changes in earnings mix.

To allow for an after-tax calculation of adjusted income, the adjusted provision

for income taxes is calculated by adjusting

the taxes for each item of note using

the statutory income tax rate of the applicable

legal entity. The adjusted effective income tax rate is calculated

as the adjusted provision for income taxes as

a

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

was 22.0% for the current quarter, compared with 22.2% in

the first

quarter last year and 20.4% in the prior quarter. The year-over-year

rate is stable, reflecting the impact of

higher adjusted pre-tax income, partially

offset by higher

U.S. tax credits and changes in earnings

mix. The quarter-over-quarter increase primarily

reflects the impact of higher adjusted pre-tax

income in the current

quarter and discrete tax adjustments in the

prior quarter, partially offset by higher U.S. tax credits and changes in

earnings mix.

TABLE 10: INCOME TAXES – Reconciliation of Reported to Adjusted Provision for

Income Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Income taxes at Canadian statutory income

tax rate

$

1,438

27.8

%

$

1,140

27.8

%

$

906

27.8

%

Increase (decrease) resulting from:

Rate differentials on international operations

1

(276)

(5.3)

(292)

(7.1)

(199)

(6.1)

Other

(34)

(0.7)

(26)

(0.7)

(9)

(0.3)

Provision for income taxes and effective

income tax rate – reported

$

1,128

21.8

%

$

822

20.0

%

$

698

21.4

%

Total adjustments for items of note

61

177

264

Provision for income taxes and effective

income tax rate – adjusted

$

1,189

22.0

%

$

999

20.4

%

$

962

22.2

%

1

These amounts reflect tax credits as well as international earnings mix.

11

The Bank’s expectations regarding expense growth are based on the Bank’s assumptions

regarding certain factors, including risk and control investments, timing of business

investments, employee-related expenses, foreign exchange impact, gross-up of the retailer program partners’ share

of PCL for the Bank’s U.S. strategic card portfolio (“SCP Impact”),

and productivity and restructuring savings. In particular in estimating its expense growth expectations, the Bank

has assumed that the following three factors on the Bank’s fiscal 2026

adjusted expenses will be the same as the Bank’s fiscal 2025 adjusted expenses: (i) variable compensation

commensurate with higher revenue, (ii) foreign exchange translation, and (iii)

SCP Impact. For reference, in the first quarter of 2026, variable compensation, foreign exchange translation, and

the SCP impact, in the aggregate, accounted for approximately 1% of

the year-over-year 7% increase in adjusted non-interest expenses. The Bank’s assumptions are subject

to inherent uncertainties and may vary based on factors both within and outside

the Bank’s control, including the accuracy of the Bank’s employee compensation and

benefit expense forecasts, impact of business performance on variable compensation, inflation, the

pace of productivity initiatives across the organization, and unexpected expenses such as legal matters. Refer to

the “Risk Factors That May Affect Future Results” section of this

document for additional information about risks and uncertainties that may impact the Bank’s estimates

.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 14

ECONOMIC SUMMARY AND OUTLOOK

The global economy is forecast to slow in

calendar 2026 with decelerating cyclical

momentum reinforced by trade barriers.

The slowdown in global growth is

largely driven by slowing growth in Asia,

especially the fast-growing,

export-oriented emerging market

economies that are affected by U.S. tariffs. Other

economies, such as those in Europe, are seeing

a pickup in growth, largely from expectations

of higher government spending.

The U.S. economy has entered 2026 with

more momentum than was expected a quarter

ago. Growth in the second half of calendar

2025 picked up significantly

from a sub-par pace in the first half of the

year, buoyed by sustained strength in AI investments and

higher consumer spending. TD Economics

expects that tax

cuts, lower interest rates and some easing

on regulation and trade uncertainty will

help sustain solid momentum in the U.S.

economy in calendar 2026.

The U.S. labour market has shown signs of

stabilizing in recent months, after softening

through much of 2025. This led the Federal

Reserve to leave the federal

funds rate unchanged at a range of 3.5-3.75%

in January. The Federal Reserve is balancing inflation that remains

higher than its target with an unemployment

rate

above a level it considers consistent with “full

employment”. Inflation is expected

to cool after the one-time impact of tariffs has passed,

which should lead the

Federal Reserve to lower the policy rate further

over the coming months to 3.00-3.25%,

close to most estimates of a “neutral” level.

But the pace of interest rate

cuts will depend on the evolution of the job

and inflation data.

Canada’s economy continues to grow at a

modest pace. U.S. import tariffs have weighed on

growth both directly through lower exports

and indirectly through

the resulting uncertainty, which has weakened business and

consumer confidence about the future.

Job growth has also slowed in line with the economy.

However, slower population growth has depressed labour

force growth, pushing the unemployment

rate lower in recent months despite a generally

soft economic

backdrop. New federal defense and infrastructure

spending, an improvement in the housing

market and firmer business investments are

expected to drive a

modestly stronger growth picture in 2026.

The Canadian central bank left its overnight

rate steady at 2.25% in December and

January, after lowering its policy rate substantially since mid-2024.

Provided

inflation evolves in line with the Canadian

central bank’s current forecast, the overnight

rate is expected to remain unchanged over

the next several quarters. A

generally weaker U.S. dollar and a smaller

gap between U.S. and Canadian short-term interest

rates are expected to lift the Canadian dollar. TD Economics

expects the Canadian dollar to appreciate to

the 73-74 U.S. cent range by mid-2026, although

it is likely to be influenced by U.S. trade

policy.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments:

Canadian

Personal and Commercial Banking, U.S. Banking,

Wealth Management and Insurance, and Wholesale

Banking. The Bank’s other activities are grouped

into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

section in the Bank’s 2025 MD&A, and Note

27 of

the Bank’s Annual Consolidated Financial

Statements for the year ended October 31,

2025.

PCL related to performing (Stage 1 and Stage

2) and impaired (Stage 3) financial assets, loan

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

(TEB), which means that the value of non-taxable

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $17

million, compared with

$17 million in the prior quarter and $15 million

in the first quarter last year.

The Bank’s U.S. strategic cards portfolio is comprised

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in non-interest

expenses, resulting in no impact to Corporate’s

reported net

income (loss). The net income included in

the U.S. Banking segment includes only

the portion of revenue and credit losses attributable

to TD under the

agreements.

Effective the first quarter of 2026, non-interest income

within U.S. Banking is adjusted for the Bank’s

share of losses from community-based

tax-advantaged

investments accounted for using the equity

method which are reclassified to provision for income

taxes. This allows the Bank to measure the

effective tax rate for

U.S. Banking consistently with similar institutions.

The adjustment between non-interest income

and provision for income taxes reflected in

U.S. Banking results is

reversed in the Corporate segment. Comparative

amounts have been reclassified to conform

with the presentation adopted in the current period.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Prior to the sale, the Bank accounted

for its investment in Schwab using

the equity method and the share of net income

from investment in Schwab was reported in

the U.S. Banking segment. Amounts for amortization

of acquired

intangibles,

the acquisition and integration charges related

to the Schwab transaction, and the Bank’s share

of restructuring and other charges incurred

by Schwab

were recorded in the Corporate segment.

Beginning in the third quarter of fiscal 2025,

the U.S. Banking segment no longer includes

contributions from Schwab

and consequently discussions of the U.S. Banking

segment’s performance exclude Schwab.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 15

12

TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

4,394

$

4,304

$

4,135

Non-interest income

1,027

1,001

1,014

Total revenue

5,421

5,305

5,149

Provision for (recovery of) credit losses –

impaired

424

447

459

Provision for (recovery of) credit losses –

performing

12

90

62

Total provision for (recovery of) credit losses

436

537

521

Non-interest expenses

2,147

2,178

2,086

Provision for (recovery of) income taxes

794

725

711

Net income

$

2,044

$

1,865

$

1,831

Selected volumes and ratios

Return on common equity

1

32.1

%

30.4

%

31.4

%

Net interest margin (including on securitized

assets)

2

2.83

2.82

2.81

Efficiency ratio

39.6

41.1

40.5

Number of Canadian retail branches

at period end

1,043

1,051

1,063

Average number of full-time equivalent staff

3

33,660

33,325

32,253

1

Capital allocated to the business segment was 11.5% CET1 Capital.

2

Net interest margin is calculated by dividing net interest income by average interest-earning assets. Average

interest-earning assets used in the calculation of net interest margin is a non-

GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”

section and the Glossary of this document for additional information about

these metrics.

3

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end-to-end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q1 2026 vs. Q1 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$2,044 million, an increase of $213

million, or 12%, compared with the first quarter

last year, reflecting higher revenue and lower PCL, partially

offset by higher non-interest expenses. The annualized

ROE for the quarter was 32.1%, compared

with 31.4% in the first quarter last year.

Revenue for the quarter was $5,421 million, an

increase of $272 million, or 5%,

compared with the first quarter last year. Net interest income

was $4,394 million,

an increase of $259 million, or 6%, primarily

reflecting volume growth and higher loan

margins. Average loan volumes increased $32 billion,

or 5%, reflecting 5%

growth in personal loans and 6% growth in

business loans. Average deposit volumes increased

$16 billion, or 3%, reflecting 3% growth in personal

deposits and

5% growth in business deposits. Net interest

margin was 2.83%, an increase of 2 basis points

(bps), primarily due to higher margins on loans,

partially offset by

changes in balance sheet mix. Non-interest

income was $1,027 million, an increase of

$13 million, or 1%.

PCL for the quarter was $436 million, a decrease

of $85 million compared with the first quarter

last year. PCL – impaired was $424 million, a decrease of

$35 million, or 8%, largely reflecting lower provisions

in the commercial lending portfolio, partially

offset by credit migration in the consumer lending

portfolios and

volume growth. PCL – performing was $12

million, a decrease of $50 million compared

with the first quarter last year. The performing provisions

this quarter were

largely related to credit migration in the

consumer lending portfolio and volume

growth, partially offset by the impact of a

model update in the other personal

lending portfolio and an improvement to the

macroeconomic forecast.

Total PCL as an annualized percentage of credit volume was 0.28%, a decrease

of 7 bps

compared with the first quarter last year.

Non-interest expenses for the quarter were $2,147

million, an increase of $61 million, or 3%,

compared with the first quarter last

year, primarily reflecting higher

employee-related expenses.

The efficiency ratio for the quarter was 39.6%, compared

with 40.5% in the first quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$2,044 million, an increase of $179

million, or 10%, compared with the prior quarter,

primarily reflecting higher revenue, lower PCL

and lower non-interest expenses. The annualized

ROE for the quarter was 32.1%, compared

with 30.4% in the prior

quarter.

Revenue increased $116 million, or 2%, compared with the prior

quarter. Net interest income increased $90 million, or 2%,

reflecting volume growth and higher

loan margins. Average loan volumes increased $9

billion, or 1%, reflecting 1% growth in personal

loans and 2% growth in business loans.

Average deposit

volumes increased $6 billion, or 1%, reflecting

1% growth in personal deposits and

2% growth in business deposits. Net interest

margin was 2.83%, an increase of

1 basis point (bp), primarily due to higher

margins on loans. As we look forward to

the second quarter, we expect net interest margin to be relatively

stable

.

Non-

interest income increased $26 million, or 3%,

compared with the prior quarter, reflecting business growth.

PCL for the quarter was $436 million, a decrease

of $101 million compared with the prior

quarter. PCL – impaired was $424 million, a decrease of

$23 million, or

5%, largely reflecting lower provisions in

the commercial lending portfolio, partially

offset by credit migration in the consumer lending

portfolios. PCL – performing

was $12 million, a decrease of $78 million compared

with the prior quarter. The performing provisions this quarter

were largely related to credit migration in

the

consumer lending portfolio and volume growth,

partially offset by the impact of a model update

in the other personal lending portfolio and

improvement to the

macroeconomic forecast. Total PCL as an annualized percentage of credit

volume was 0.28%, a decrease of 7 bps

compared with the prior quarter.

Non-interest expenses decreased $31 million, or

1%,

compared with the prior quarter.

The efficiency ratio was 39.6%, compared with 41.1%

in the prior quarter.

12

The Bank’s Q2 2026 net interest margin expectations for the segment are based on the Bank’s assumptions regarding factors such as Bank of Canada rate actions, competitive market dynamics, and

deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future Results” section of the Bank’s

2025 MD&A and the first quarter 2026 MD&A.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 16

TABLE 12: U.S. BANKING

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2026

2025

2025

Net interest income

$

3,296

$

3,165

$

3,064

Non-interest income (loss) – reported

1

789

433

(118)

Non-interest income – adjusted

1,2,3

789

816

809

Total revenue – reported

4,085

3,598

2,946

Total revenue – adjusted

2

4,085

3,981

3,873

Provision for (recovery of) credit losses –

impaired

394

331

529

Provision for (recovery of) credit losses –

performing

(99)

(27)

(78)

Total provision for (recovery of) credit losses

295

304

451

Non-interest expenses – reported

2,468

2,500

2,380

Non-interest expenses – adjusted

2,4

2,512

2,500

2,380

Provision for (recovery of) income taxes – reported

1

282

75

(28)

Provision for (recovery of) income taxes – adjusted

1,2

271

170

203

U.S. Banking net income excluding Schwab

– reported

1,040

719

143

U.S. Banking net income excluding Schwab

– adjusted

2

1,007

1,007

839

Share of net income from investment in

Schwab

5,6

199

U.S. Banking net income – reported

$

1,040

$

719

$

342

U.S. Banking net income – adjusted

2

1,007

1,007

1,038

U.S. Dollars

Net interest income

$

2,372

$

2,281

$

2,160

Non-interest income (loss) – reported

1

569

315

(82)

Non-interest income – adjusted

1,2,3

569

589

570

Total revenue – reported

2,941

2,596

2,078

Total revenue – adjusted

2

2,941

2,870

2,730

Provision for (recovery of) credit losses –

impaired

284

238

371

Provision for (recovery of) credit losses –

performing

(72)

(18)

(53)

Total provision for (recovery of) credit losses

212

220

318

Non-interest expenses – reported

1,778

1,801

1,675

Non-interest expenses – adjusted

2,4

1,810

1,801

1,675

Provision for (recovery of) income taxes – reported

1

204

55

(20)

Provision for (recovery of) income taxes – adjusted

1,2

196

123

143

U.S. Banking net income excluding Schwab

– reported

747

520

105

U.S. Banking net income excluding Schwab

– adjusted

2

723

726

594

Share of net income from investment in

Schwab

5,6

142

U.S. Banking net income – reported

$

747

$

520

$

247

U.S. Banking net income – adjusted

2

723

726

736

Selected volumes and ratios

U.S. Banking return on common equity excluding

Schwab – reported

7

9.9

%

6.7

%

1.3

%

U.S. Banking return on common equity excluding

Schwab – adjusted

2,7

9.6

9.3

7.5

U.S. Banking return on common equity – reported

7

9.9

6.7

2.9

U.S. Banking return on common equity – adjusted

2,7

9.6

9.3

8.6

Net interest margin

2,8

3.38

3.25

2.86

Efficiency ratio – reported

1

60.5

69.4

80.6

Efficiency ratio – adjusted

1,2

61.5

62.8

61.4

Assets under administration (billions of U.S.

dollars)

9

$

47

$

46

$

43

Assets under management (billions of U.S.

dollars)

9

11

10

9

Number of U.S. banking stores

1,049

1,100

1,134

Average number of full-time equivalent staff

29,877

29,158

28,276

1

Effective the first quarter of 2026, non-interest income within U.S. Banking is adjusted

for the Bank’s share of losses from community-based tax-advantaged investments

accounted for

using the equity method which are reclassified to provision for income taxes. The adjustment between non-interest

income and provision for income taxes reflected in U.S. Banking results

is reversed in the Corporate segment. The adjustment for the quarter was $184 million (US$132 million),

compared with $145 million (US$105 million) in the prior quarter and $164 million

(US$116 million) in the first quarter last year.

Comparative amounts have been reclassified to conform with the presentation adopted in the current period.

2

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section,

and the

Glossary of this document.

3

Adjusted non-interest income excludes the following item of note:

i.

Balance sheet restructuring – Q4 2025: $383 million or US$274 million ($288 million or US$206 million after-tax),

Q1 2025: $927 million or US$652 million ($696 million or

US$489 million after-tax).

4

Adjusted non-interest expenses exclude the following item of note:

i.

FDIC special assessment – Q1 2026: ($44) million or US($32)

million (($33) million or US($24) million after-tax).

5

The Bank’s share of Schwab’s earnings was reported with a one-month lag. Refer to

Note 7 of the Bank’s first quarter 2026 Interim Consolidated Financial Statements for

further details.

6

The after-tax amount for amortization of acquired intangibles was recorded in the Corporate segment.

7

Capital allocated to the business segment was 11.5% CET1

Capital.

8

Net interest margin is calculated by dividing U.S. Banking segment’s net interest income

by average interest-earning assets excluding the impact related to sweep deposits arrangements

and the impact of intercompany deposits and cash collateral, which management believes better reflects segment

performance. In addition, the value of tax-exempt interest income is

adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the

calculation of average interest-earning assets. Net interest income and

average interest-earning assets used in the calculation are non-GAAP financial measures.

9

For additional information about this metric, refer to the Glossary of this document.

Quarterly comparison – Q1 2026 vs. Q1 2025

U.S. Banking reported net income was $1,040

million (US$747 million), an increase of

$897 million (US$642 million), compared

with the first quarter last year, and

U.S. Banking adjusted net income was $1,007

million (US$723 million), an increase of

$168 million (US$129 million), compared

with the first quarter last year, both

reflecting the impact of U.S. balance

sheet restructuring activities and lower PCL,

partially offset by higher governance and

control investments, including costs for

U.S. BSA/AML remediation in

the current quarter,

and higher employee-related expenses.

The reported and adjusted annualized

ROE for the quarter were 9.9%

and 9.6%, respectively, compared with

1.3% and 7.5%, respectively, in the

first quarter last year.

Reported and adjusted revenue for the quarter

was US$2,941 million, an increase of US$863

million, or 42%, on a reported basis, and an

increase of

US$211 million, or 8%, on an adjusted basis,

compared with the first quarter last year. Net

interest income of US$2,372 million, increased

US$212 million, or 10%,

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 17

13

14

15

largely reflecting higher product margins and

the impact of U.S. balance sheet restructuring

activities. Net interest margin of 3.38%,

increased 52 bps, due to

higher product margins, the impact of U.S.

balance sheet restructuring activities, and

the normalization of elevated liquidity levels (which

positively impacted net

interest margin by 19 bps). Reported and

adjusted non-interest income was US$569

million, an increase of US$651 million,

on a reported basis, compared with

the first quarter last year, reflecting the impact

of U.S. balance sheet restructuring activities

in the first quarter last year. On an adjusted

basis, non-interest income

was relatively flat compared with the

first quarter last year.

Average loan volumes decreased US$18

billion, or 9%, compared with the first quarter

last year. Personal loans decreased 7% and business

loans decreased

11%, reflecting U.S. balance sheet restructuring

activities. Excluding the impact of

the loan portfolios identified for sale or run-off under

our U.S. balance sheet

restructuring program, core average loan

volumes increased US$3 billion, or 2%

,

. Average deposit volumes

decreased US$14 billion, or 4%, reflecting

a 13%

decrease in sweep deposits, a 2% decrease in

personal deposits, and a 1% decrease

in business deposits.

Assets under administration (AUA) were US$47

billion as at January 31, 2026, an increase

of US$4 billion, or 9%, compared with the

first quarter last year, and

assets under management (AUM) were US$11

billion as of January 31, 2026, an increase

of US$2 billion, or 22%, compared with

the first quarter last year, both

reflecting net asset growth and market appreciation.

PCL for the quarter was US$212

million, a decrease of US$106 million

compared with the first quarter last year. PCL

– impaired was US$284 million, a decrease

of US$87 million, or 23%, reflecting lower provisions

in both the consumer and commercial lending

portfolios. PCL – performing was

a recovery of US$72 million,

compared with a recovery of US$53 million

in the first quarter last year. The performing

recovery this quarter largely reflects an

improvement to the

macroeconomic forecast and migration

from performing to impaired in the commercial

lending portfolio. U.S. Banking PCL

including only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as an

annualized percentage of credit volume

was 0.49%, a decrease of 18 bps compared

with the first quarter last year.

Reported non-interest expenses for the quarter were

US$1,778 million, an increase of US$103

million, or 6%, compared to the first quarter

last year, reflecting

higher governance and control investments including

costs of US$148 million for U.S. BSA/AML

remediation, and higher employee-related

expenses, partially

offset by the expense recovery of the FDIC

special assessment charge.

Adjusted non-interest expenses for the quarter

were US$1,810 million, an increase of

US$135 million, or 8%, reflecting higher governance

and control investments, including costs for U.S.

BSA/AML remediation, and higher employee-related

expenses.

The reported and adjusted efficiency ratios

for the quarter were 60.5% and 61.5%, respectively,

compared with 80.6% and 61.4%, respectively,

in the first

quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

U.S. Banking reported net income was $1,040

million (US$747 million), an increase of

$321 million (US$227 million), or 45% (44%

in U.S. dollars), compared with

the prior quarter, primarily reflecting the impact

of U.S. balance sheet restructuring activities

in the prior quarter, an adjustment for client

deposit rates in the prior

quarter, and the expense recovery of the FDIC

special assessment charge in the current

quarter, partially offset by higher employee-related

expenses and lower

fee income.

U.S. Banking adjusted net income was $1,007

million (US$723 million), relatively flat

compared to the prior quarter, primarily

reflecting higher

employee-related expenses and lower fee income,

largely offset by an adjustment for client deposit

rates in the prior quarter. The reported

and adjusted

annualized ROE for the quarter were 9.9%

and 9.6%, respectively, compared with

6.7% and 9.3%, respectively, in the prior

quarter.

Reported and adjusted revenue for the quarter

was US$2,941 million, an increase of US$345

million, or 13%, on a reported basis, and an

increase of

US$71 million, or 2%, on an adjusted basis,

compared with the prior quarter. Net interest

income of US$2,372 million, increased US$91

million, or 4%, largely

reflecting an adjustment for client deposit

rate in the prior quarter and higher loan margins

in the current quarter. Reported net interest

margin of 3.38%, increased

13 bps, due to an adjustment for client deposit

rates in the prior quarter and higher loan margins

from improved product mix. Net interest margin

is expected to

modestly increase

in the second quarter of fiscal 2026

. Reported and adjusted non

-

interest income was US$569 million, an

increase of US$254

million, or 81%,

on a reported basis, reflecting the impact

of U.S. balance sheet restructuring activities

in the prior quarter, partially offset by lower

fee income. On an adjusted

basis, non-interest income decreased US$20

million, or 3%, reflecting lower fee

income.

Average loan volumes decreased US$2

billion, or 1%, compared with the prior

quarter, reflecting a 3% decrease in business

loans, partially offset by a 1%

increase in personal loans. Excluding

the impact of the loan portfolios identified for

sale or run-off under our U.S. balance sheet

restructuring program, core

average loan volumes increased US$1 billion,

or 1%

13

,14

. Average deposit volumes decreased

US$5 billion, or 2%, compared with the

prior quarter, reflecting a 5%

decrease in sweep deposits. Personal deposits

and business deposits are relatively

flat compared to the prior quarter.

AUA were US$47 billion as

at January 31, 2026, an increase of US$1

billion, or 2%, compared with the prior quarter,

and AUM were US$11

billion as at

January 31, 2026, an increase of US$1 billion

or 10%, compared with the prior quarter,

both reflecting net asset growth and market

appreciation.

PCL for the quarter was US$212

million, a decrease of US$8 million compared

with the prior quarter. PCL – impaired

was US$284

million, an increase of

US$46 million, or 19%, largely reflecting

higher provisions in the commercial lending

portfolio. PCL – performing was

a recovery of US$72

million, compared with a

recovery of US$18 million in the prior quarter.

The performing recovery this quarter largely

reflects an improvement to the macroeconomic

forecast and migration

from performing to impaired in the commercial

lending portfolio. U.S. Banking PCL

including only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as

an annualized percentage of credit volume was

0.49%, a decrease of 1 bp compared

with the prior quarter.

Reported non-interest expenses for the quarter were

US$1,778 million, a decrease of US$23

million, or 1%, compared with the prior quarter,

reflecting the

expense recovery of the FDIC special assessment

charge, partially offset by higher employee-related

expenses. Adjusted non-interest

expenses for the quarter

were US$1,810 million, an increase of US$9

million, compared with the prior quarter,

reflecting higher employee-related costs.

The reported and adjusted efficiency ratios

for the quarter were 60.5% and 61.5%, respectively,

compared with 69.4% and 62.8%, respectively,

in the prior

period.

Following the end of the first quarter of fiscal

2026,

the Bank completed the conversion of its

Nordstrom credit card portfolio onto the Bank’s servicing

platform. The

Bank became the servicer of the portfolio

and will receive a greater share of revenue

and credit losses.

The Bank expects a charge of approximately

US$145 million pre-tax, reflecting an adjustment

of amounts to be recovered from Nordstrom

for future credit losses,

to be recorded as an Item of Note in the

second quarter of fiscal 2026.

13

Loan portfolios identified for sale or run-off include the Point-of-Sale finance business which services third

party retailers, correspondent lending, export and import lending, commercial

auto dealer portfolio, and other non-core portfolios. Q1 2026 average loan volumes: US$175 billion (Q4 2025: US$177

billion; Q1 2025: US$192

billion). Q1 2026 average loan volumes

of loan portfolios identified for sale or run-off: US$11

billion (Q4 2025: US$14 billion; Q1 2025: US$32 billion). Q1 2026 average loan volumes excluding loan

portfolios identified for sale

or run-off: US$164 billion (Q4 2025: US$163

billion; Q1 2025: US$160 billion).

14

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures”

in the “How We Performed” section of this

document.

15

The Bank’s Q2 2026 net interest margin expectations for the segment are based on the Bank’s assumptions regarding

interest rates, deposit reinvestment rates, average asset levels,

execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties,

including those set out in the “Risk Factors That May Affect

Future Results” section of this document.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 18

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

406

$

389

$

369

Non-interest income

3,500

3,399

3,229

Total revenue

3,906

3,788

3,598

Insurance service expenses

1

1,622

1,602

1,507

Non-interest expenses

1,258

1,239

1,173

Provision for (recovery of) income taxes

269

248

238

Net income

$

757

$

699

$

680

Selected volumes and ratios

Return on common equity

45.3

%

43.1

%

42.7

%

Return on common equity – Wealth Management

2

66.3

66.3

61.9

Return on common equity – Insurance

22.7

18.1

21.9

Efficiency ratio

32.2

32.7

32.6

Efficiency ratio, net of ISE

3

55.1

56.7

56.1

Assets under administration (billions of Canadian

dollars)

4

$

771

$

759

$

687

Assets under management (billions of Canadian

dollars)

610

601

556

Average number of full-time equivalent staff

15,872

15,829

15,176

1

Includes estimated losses related to catastrophe claims – Q1 2026: $7 million, Q4 2025: $15 million, Q1 2025: nil

.

2

Capital allocated to the business was 11.5% CET1 Capital.

3

Efficiency ratio, net of ISE is calculated by dividing non-interest expenses by total revenue, net of ISE.

Total revenue, net of ISE

– Q1 2026: $2,284 million, Q4 2025: $2,186 million,

Q1 2025: $2,091 million. Total revenue,

net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the

“How We Performed” section and the

Glossary of this document for additional information about this metric.

4

Includes

AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial

Banking segment.

Quarterly comparison – Q1 2026 vs. Q1 2025

Wealth Management and Insurance net income

for the quarter was $757 million, an increase

of $77 million, or 11%, compared with the first quarter last year,

reflecting Wealth Management net income of

$574 million, an increase of $62 million,

or 12%, compared with the first quarter

last year, and Insurance net income

of $183 million, an increase of $15 million, or 9%,

compared with the first quarter last year. The annualized

ROE for the quarter was 45.3%, compared

with 42.7%

in the first quarter last year. Wealth Management annualized ROE

for the quarter was 66.3%, compared

with 61.9% in the first quarter last year, and Insurance

annualized ROE for the quarter was 22.7%

compared with 21.9% in the first quarter last

year.

Revenue for the quarter was $3,906 million, an increase

of $308 million, or 9%, compared

with the first quarter last year. Non-interest income was

$3,500 million, an increase of $271 million, or

8%, reflecting higher insurance earned

premiums, fee-based revenues

from asset growth, and transaction revenue.

Net interest income was $406 million, an increase

of $37 million, or 10%, compared

with the first quarter last year, reflecting higher deposit

volumes.

AUA were $771 billion as at January 31, 2026,

an increase of $84 billion, or 12%, and AUM

were $610 billion as at January 31, 2026,

an increase of $54 billion,

or 10%, compared with the first quarter last

year, both reflecting market appreciation and net asset growth.

Insurance service expenses for the quarter

were $1,622 million, an increase of $115 million, or 8%, compared

with the first quarter last year, primarily reflecting

increased claims severity.

Non-interest expenses for the quarter were $1,258

million, an increase of $85 million, or

7%, compared with the first quarter

last year, reflecting higher variable

compensation commensurate with higher

revenue, increased technology investments,

and higher employee-related expenses.

The efficiency ratio for the quarter was 32.2%,

compared with 32.6% in the first quarter

last year. The efficiency ratio, net of ISE for the quarter was

55.1%,

compared with 56.1% in the first quarter last

year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Wealth Management and Insurance net income

for the quarter was $757 million, an increase

of $58 million, or 8%, compared with the prior

quarter, reflecting

Wealth Management net income of $574 million,

an increase of $17 million, or 3%, compared

with the prior quarter, and Insurance net income of $183 million,

an

increase of $41 million, or 29%, compared

with the prior quarter. The annualized ROE for the quarter

was 45.3%, compared with 43.1% in the prior quarter. Wealth

Management annualized ROE for the quarter

was 66.3%, flat to the prior quarter, and Insurance annualized

ROE for the quarter was 22.7% compared

with 18.1%

in the prior quarter.

Revenue increased $118 million, or 3%, compared with the prior

quarter. Non-interest income increased $101 million, or

3%, reflecting strong underlying

insurance performance and higher fee-based revenues.

Net interest income increased $17 million, or

4%, reflecting higher deposit volumes.

AUA increased $12 billion, or 2%, and AUM

increased $9 billion, or 1%, compared

with the prior quarter, both reflecting market appreciation.

Insurance service expenses were relatively

flat compared with the prior quarter.

Non-interest expenses for the quarter were $1,258

million, an increase of $19 million, or

2%, compared with the prior quarter, primarily reflecting higher

variable

compensation commensurate with higher

revenue.

The efficiency ratio for the quarter was 32.2%,

compared with 32.7% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 55.1%, compared

with 56.7% in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 19

TABLE 14: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income (loss) (TEB)

$

(75)

$

(66)

$

(107)

Non-interest income

2,545

2,266

2,107

Total revenue

2,470

2,200

2,000

Provision for (recovery of) credit losses –

impaired

216

28

33

Provision for (recovery of) credit losses –

performing

(44)

(4)

39

Total provision for (recovery of) credit losses

172

24

72

Non-interest expenses – reported

1,563

1,559

1,535

Non-interest expenses – adjusted

1,2

1,563

1,515

1,483

Provision for (recovery of) income taxes

(TEB) – reported

174

123

94

Provision for (recovery of) income taxes

(TEB) – adjusted

1

174

132

105

Net income – reported

$

561

$

494

$

299

Net income – adjusted

1

561

529

340

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

1,146

$

865

$

904

Average gross lending portfolio (billions of Canadian

dollars)

4

93.9

90.0

100.9

Return on common equity – reported

5

12.6

%

11.6

%

7.3

%

Return on common equity – adjusted

1,5

12.6

12.4

8.3

Efficiency ratio – reported

63.3

70.9

76.8

Efficiency ratio – adjusted

1

63.3

68.9

74.2

Average number of full-time equivalent staff

7,334

7,438

6,919

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section,

and the

Glossary of this document.

2

Adjusted non-interest expenses exclude the acquisition and integration-related charges for the Cowen acquisition

– Q4 2025: $44 million ($35 million after tax), Q1 2025: $52 million

($41 million after tax).

3

Includes net interest income (loss) TEB of ($455) million, (Q4 2025: ($419) million, Q1 2025: ($404) million), and

trading income (loss) of $1,601 million (Q4 2025: $1,284 million,

Q1 2025: $1,308 million). Trading-related revenue (TEB) is a non-GAAP financial

measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”

section and

the Glossary of this document for additional information about this metric.

4

Includes gross loans relating to Wholesale Banking, excluding letters of credit, cash collateral, credit default swaps,

and allowance for credit losses.

5

Capital allocated to the business segment was 11.5% CET1 Capital.

Quarterly comparison – Q1 2026 vs. Q1 2025

Wholesale Banking reported and adjusted net

income for the quarter were $561

million. Reported net income for the quarter

increased $262 million, or 88%,

compared with the first quarter last year, primarily reflecting

higher revenues, partially offset by higher PCL

and non-interest expenses. On an

adjusted basis, net

income increased

$221 million, or 65%, compared with the

first quarter last year.

Revenue for the quarter was $2,470 million, an

increase of $470 million, or 24%,

compared with the first quarter last year. Higher revenue

primarily reflects

higher trading-related revenue, lending revenue,

advisory fees, and underwriting fees,

partially offset by the net change in fair value of

loan underwriting

commitments.

PCL for the quarter was $172 million, an increase

of $100 million compared with the first

quarter last year. PCL – impaired was $216

million, an increase of

$183 million compared with the prior

year, primarily reflecting a small number of impairments across

various industries. PCL – performing was

a recovery of

$44 million, compared with a build of $39

million in the prior year. The performing recovery this quarter

was driven by migration from performing to impaired.

Reported non-interest expenses for the quarter

were $1,563 million, an increase of $28

million, or 2%, compared with the first quarter

last year, primarily

reflecting higher operating costs, including technology

and front office, spend supporting business

growth, and higher variable compensation,

partially offset by the

cessation of acquisition and integration-related

costs. On an adjusted basis, non-interest expenses

were $1,563 million, an increase of $80 million,

or 5%.

Quarterly comparison – Q1 2026 vs. Q4 2025

Wholesale Banking reported and adjusted net

income for the quarter were $561

million. Reported net income increased

$67 million, or 14%, compared with the

prior quarter, primarily reflecting higher revenues, partially offset by

higher PCL and non-interest expenses.

On an adjusted basis, net income increased

$32 million, or 6%.

Revenue for the quarter increased $270 million,

or 12%, compared with the prior quarter. Higher revenue

primarily reflects higher trading-related

revenue,

lending revenue,

and net change in fair value of the equity

investment portfolio, partially offset by lower underwriting

and advisory fees.

PCL for the quarter was $172 million, an increase

of $148 million compared with the prior quarter. PCL – impaired

was $216

million, an increase of $188 million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was a recovery of $44 million, compared

with a recovery of

$4 million in the prior quarter. The performing recovery this

quarter was driven by migration from performing

to impaired.

Reported non-interest expenses for the quarter

increased $4 million, relatively flat

compared with the prior quarter, primarily reflecting higher

variable

compensation, partially offset by higher acquisition

and integration-related costs and higher

spend supporting business growth in the prior

quarter. On an adjusted

basis, non-interest expenses increased $48

million, or 3%.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 20

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net income (loss) – reported

$

(359)

$

(497)

$

(359)

Adjustments for items of note

Amortization of acquired intangibles

34

34

61

Restructuring charges

200

190

Impact from the terminated FHN acquisition-related

capital hedging strategy

44

49

54

Balance sheet restructuring

102

Less: impact of income taxes on items

of note

72

73

22

Net income (loss) – adjusted

1

$

(153)

$

(195)

$

(266)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

1

$

(515)

$

(537)

$

(370)

Other

362

342

104

Net income (loss) – adjusted

1

$

(153)

$

(195)

$

(266)

Selected volumes

Average number of full-time equivalent staff

2

18,098

18,371

17,800

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section,

and the

Glossary of this document.

2

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end-to-end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q1 2026 vs. Q1 2025

Corporate segment’s reported net loss for the quarter

was $359 million, flat compared with the

first quarter last year. The year-over-year net loss primarily reflects

restructuring charges and higher net corporate

expenses, largely offset by higher revenue

from treasury and balance sheet management

activities. Net corporate

expenses increased $145 million compared

with the first quarter last year, primarily reflecting continued

investments in governance and controls.

The adjusted net

loss for the quarter was $153 million, compared

with $266 million in the prior year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Corporate segment’s reported net loss for the quarter

was $359 million, compared with $497

million in the prior quarter. The lower net loss primarily reflects

the

impact of balance sheet restructuring activities

in the prior quarter. The adjusted net loss for the quarter

was $153 million, compared with $195 million

in the prior

quarter.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 21

QUARTERLY

RESULTS

The following table provides summary information

related to the Bank’s eight most recently

completed quarters.

TABLE 16: QUARTERLY RESULTS

(millions of Canadian dollars, except as noted)

For the three months ended

2026

2025

2024

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Net interest income

$

8,789

$

8,545

$

8,526

$

8,125

$

7,866

$

7,940

$

7,579

$

7,465

Non-interest income

7,796

6,949

6,771

14,812

6,183

7,574

6,597

6,354

Total revenue

16,585

15,494

15,297

22,937

14,049

15,514

14,176

13,819

Provision for (recovery of) credit losses

1,039

982

971

1,341

1,212

1,109

1,072

1,071

Insurance service expenses

1,622

1,602

1,563

1,417

1,507

2,364

1,669

1,248

Non-interest expenses

8,753

8,808

8,522

8,139

8,070

8,050

11,012

8,401

Provision for (recovery of) income taxes

1,128

822

905

985

698

534

794

729

Share of net income from investment in Schwab

74

231

178

190

194

Net income (loss) – reported

4,043

3,280

3,336

11,129

2,793

3,635

(181)

2,564

Pre-tax adjustments for items of note

1

Amortization of acquired intangibles

34

34

33

43

61

60

64

72

Acquisition and integration charges related to the

Schwab transaction

2,3

35

21

21

Restructuring charges

200

190

333

163

110

165

Acquisition and integration-related charges

44

32

34

52

82

78

102

Impact from the terminated FHN acquisition-related

capital hedging strategy

44

49

55

47

54

59

62

64

Gain on sale of Schwab shares

4

(8,975)

(1,022)

Balance sheet restructuring

5

485

262

1,129

927

311

Indirect tax matters

2,5

226

Civil matter provision

2

274

FDIC special assessment

(44)

(72)

103

Global resolution of the investigations into the

Bank’s U.S. BSA/AML program

2

52

3,566

615

Total pre-tax adjustments

for items of note

1

234

802

715

(7,559)

1,094

(269)

3,901

1,416

Less: Impact of income taxes

61

177

180

(56)

264

161

74

191

Net income – adjusted

1

4,216

3,905

3,871

3,626

3,623

3,205

3,646

3,789

Preferred dividends and distributions on other

equity instruments

101

191

88

200

86

193

69

190

Net income available to common

shareholders – adjusted

1

$

4,115

$

3,714

$

3,783

$

3,426

$

3,537

$

3,012

$

3,577

$

3,599

(Canadian dollars, except as noted)

Basic earnings (loss) per share

Reported

$

2.35

$

1.82

$

1.89

$

6.28

$

1.55

$

1.97

$

(0.14)

$

1.35

Adjusted

1

2.45

2.19

2.20

1.97

2.02

1.72

2.05

2.04

Diluted earnings (loss) per share

Reported

2.34

1.82

1.89

6.27

1.55

1.97

(0.14)

1.35

Adjusted

1

2.44

2.18

2.20

1.97

2.02

1.72

2.05

2.04

Return on common equity – reported

13.6

10.7

%

11.3

%

39.1

%

10.1

%

13.4

%

(1.0)

%

9.5

%

Return on common equity – adjusted

1

14.2

12.8

13.2

12.3

13.2

11.7

14.1

14.5

(billions of Canadian dollars, except as noted)

Average total assets

$

2,121

$

2,102

$

2,112

$

2,156

$

2,063

$

2,035

$

1,968

$

1,938

Average interest-earning assets

6

1,882

1,863

1,855

1,894

1,883

1,835

1,778

1,754

Net interest margin – reported

1.85

1.82

%

1.82

%

1.76

%

1.66

%

1.72

%

1.70

%

1.73

%

Net interest margin – adjusted

1

1.86

1.83

1.83

1.78

1.67

1.74

1.71

1.75

1

For explanations of items of note, refer to the “Significant Events”

and “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the

“How We

Performed” section of this document.

2

Adjusted non-interest expenses exclude the following items of note:

i.

The Bank’s own acquisition and integration charges related to the Schwab transaction, reported in the

Corporate segment;

ii.

Indirect tax matters, reported in the Corporate segment;

iii.

Civil matter provision, reported in the Corporate segment; and

iv.

Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program, reported

in the U.S. Banking segment.

3

Adjusted share of net income from investment in Schwab excludes the following item of note on an after-tax basis.

The earnings impact of this item was reported in the Corporate

segment:

i.

The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition

of TD Ameritrade.

4

Adjusted non-interest income excludes the following item of note:

i.

The Bank sold common shares of Schwab and recognized a gain on the sale, reported in the Corporate segment.

5

Adjusted net interest income excludes the following items of note:

i.

Balance sheet restructuring in respect of U.S. Banking activities, reported in the U.S. Banking segment; and

ii.

Indirect tax matters, reported in the Corporate segment.

6

Average interest-earning assets used in the calculation of net interest margin is a non-GAAP financial

measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We

Performed” section and the Glossary of this document for additional information about these metrics.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 22

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Assets

Cash and Interest-bearing deposits

with banks

$

119,959

$

116,929

Trading loans, securities, and other

234,888

220,136

Non-trading financial assets at fair value through

profit or loss

8,425

7,395

Derivatives

83,371

82,972

Financial assets designated at fair value through

profit or loss

7,038

6,986

Financial assets at fair value through other

comprehensive income

127,872

126,369

Debt securities at amortized cost, net of allowance

for credit losses

234,270

240,439

Securities purchased under reverse repurchase

agreements

222,925

247,078

Loans, net of allowance for loan losses

958,486

953,012

Other

102,072

93,242

Total assets

$

2,099,306

$

2,094,558

Liabilities

Trading deposits

$

42,328

$

37,882

Derivatives

83,495

79,356

Financial liabilities designated at fair value

through profit or loss

225,237

197,635

Deposits

1,245,144

1,267,104

Obligations related to securities sold

under repurchase agreements

213,782

221,150

Subordinated notes and debentures

10,642

10,733

Other

153,082

152,871

Total liabilities

1,973,710

1,966,731

Total equity

125,596

127,827

Total liabilities and equity

$

2,099,306

$

2,094,558

Total assets

were $2,099 billion as at January 31, 2026,

an increase of $4 billion from October 31,

  1. The impact of foreign exchange

translation from the

appreciation in the Canadian dollar decreased

total assets by $29 billion.

The increase in total assets reflects an increase

in trading loans, securities, and other of

$15 billion, other assets of $9 billion, loans, net

of allowances for loan

losses of $5 billion, cash and interest-bearing

deposits with banks of $3 billion, financial

assets at fair value through other comprehensive

income (FVOCI) of

$1 billion, and non-trading financial assets

at fair value through profit or loss of $1

billion. The increase was partially offset by a decrease

in securities purchased

under reverse repurchase agreements of $24

billion, and debt securities at amortized

cost, net of allowance for credit losses

of $6 billion.

Cash and interest-bearing deposits with

banks

increased $3 billion primarily reflecting

cash management activities.

Trading loans, securities, and other

increased $15 billion primarily in equity securities,

government and government-related

debt securities, and other debt

securities, partially offset by the impact of foreign

exchange translation and a decrease in trading

loans.

Non-trading financial assets at fair

value through profit or loss

increased $1 billion primarily reflecting

new investments.

Financial assets at fair value through other

comprehensive income

increased $1 billion reflecting new investments,

partially offset by maturities and the

impact of foreign exchange translation.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $6 billion primarily reflecting

maturities and the impact of foreign exchange

translation, partially offset by new investments.

Securities purchased under reverse repurchase

agreements

decreased $24 billion

primarily

reflecting a decrease in volume and the impact

of foreign

exchange translation.

Loans, net of allowance for loan losses

increased $5 billion primarily reflecting

volume growth in consumer instalment

and business and government loans,

partially offset by the impact of foreign exchange

translation and a decrease in residential

mortgages.

Other assets

increased $9 billion primarily reflecting

an increase in amounts receivable

from brokers, dealers, and clients due to

higher volumes of pending

trades.

Total liabilities

were $1,974 billion as at January 31, 2026,

an increase of $6 billion from October 31,

  1. The impact of foreign exchange

translation from the

appreciation in the Canadian dollar decreased

total liabilities by $30 billion.

The increase in total liabilities reflects an

increase in financial liabilities designated

at fair value through profit or loss of $27 billion,

trading deposits of $4 billion and

derivatives of $4 billion. The increase was

partially offset by a decrease in deposits of $22

billion and obligations related to securities

sold under repurchase

agreements of $7 billion.

Trading deposits

increased $4 billion primarily reflecting

new issuances, partially offset by maturities.

Derivative

liabilities

increased $4 billion primarily reflecting

an increase in mark-to-market values

of commodity contracts and foreign exchange

contracts, partially

offset by a decrease in interest rate contracts.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 23

Financial liabilities designated at fair value

through profit or loss

increased $27 billion primarily reflecting

new issuances, partially offset by maturities and

the

impact of foreign exchange translation.

Deposits

decreased $22 billion primarily reflecting

the impact of foreign exchange translation

and lower volumes in personal and bank deposits.

Obligations related to securities sold

under repurchase agreements

decreased $7 billion primarily reflecting

the impact of foreign exchange translation

and a

decrease in volume.

Equity

was $126 billion as at January 31, 2026,

a decrease of $2 billion from October

31, 2025. The decrease reflects losses

in accumulated other comprehensive

income, primarily driven by unrealized

foreign currency translation and cash flow hedges.

The retained earnings is flat as the net income

for the period is offset by

the premium on the repurchase of common

shares and dividend distributions.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q1 2026 vs. Q1 2025

Gross impaired loans were $5,594 million

as at January 31, 2026, an increase of $141

million, or 3%, compared with the first quarter

last year. Canadian Personal

and Commercial Banking gross impaired

loans decreased $5 million, relatively flat

compared with the first quarter last year, reflecting lower impairments

in the

commercial lending portfolio, partially offset by

higher impairments in the consumer lending

portfolios. U.S. Banking gross impaired

loans decreased $17 million, or

1%, compared with the first quarter last year, reflecting the impact

of foreign exchange, partially offset by higher

impairments in the commercial and

consumer

lending portfolios. Wholesale gross impaired

loans increased $165 million, compared

with the first quarter last year, reflecting formations outpacing resolutions.

Net impaired loans were $3,900 million as

at January 31, 2026, an increase of $265

million, or 7%, compared with the first quarter

last year.

The allowance for credit losses of $9,601

million as at January 31, 2026 was comprised

of Stage 3 allowance for impaired loans of $1,700

million, Stage 2

allowance of $4,705 million and Stage 1 allowance

of $3,192 million, and the allowance for debt

securities of $4 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses decreased

$124 million, or 7%, reflecting a decrease in

the Canadian commercial lending portfolio, and

the impact of

foreign exchange, partially offset by an increase

in the Wholesale Banking portfolio.

The Stage 1 and Stage 2 allowance for loan losses

increased $127 million, or

2%, largely reflecting reserve build related

to elevated uncertainty associated with

policy and trade, partially offset by the impact

of foreign exchange. The

allowance change included a decrease of $15

million attributable to the retailer program

partners’ share of the U.S. strategic cards portfolio.

Forward-looking information, including

macroeconomic variables deemed to be

predictive of expected credit losses (ECLs)

based on the Bank’s experience, is

used to determine ECL scenarios and associated

probability weights to determine the probability-weighted

ECLs. Each quarter, all base forecast macroeconomic

variables are refreshed, resulting in new upside

and downside macroeconomic scenarios.

The probability weightings assigned

to each ECL scenario are also

reviewed each quarter and updated as required,

as part of the Bank’s ECL governance process.

As a result of periodic reviews and quarterly updates,

the

allowance for credit losses may be revised

to reflect updates in loss estimates based on

the Bank’s recent loss experience and its forward-looking

views. The Bank

periodically reviews the methodology and

has performed certain additional quantitative

and qualitative portfolio and loan level

assessments of significant increase

in credit risk. Refer to Note 3 and Note 6 of

the Bank’s first quarter 2026

Interim Consolidated Financial Statements

for further details on forward-looking

information.

The probability-weighted allowance for

credit losses reflects the Bank’s forward-looking

views.

To

the extent that certain anticipated effects cannot

be fully

incorporated into quantitative models, management

continues to exercise expert credit judgment

in determining the amount of ECLs, including

for risks related to

elevated uncertainty associated with policy and

trade, and such adjustments will be updated

as appropriate in future quarters as additional

information becomes

available. Refer to Note 6 of the Bank’s first quarter

2026 Interim Consolidated Financial

Statements for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and FVOCI. The Bank has $358 billion

in such debt securities,

all of

which are performing (Stage 1 and 2) and none

are impaired (Stage 3). The allowance

for credit losses was $2 million for debt

securities at amortized cost (DSAC)

and $2 million for debt securities at FVOCI,

for a total of $4 million, flat, compared

with the first quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Gross impaired loans increased $174 million,

or 3%, compared with the prior quarter, largely reflected

in the U.S. commercial and Canadian

consumer lending

portfolios, partially offset by lower impairments

in Canadian commercial, and the impact

of foreign exchange. Impaired loans net

of allowance increased

$68 million, or 2%, compared with the prior

quarter.

The allowance for credit losses of

$9,601 million as at January 31, 2026

was comprised of Stage 3 allowance for impaired

loans of $1,700 million, Stage 2

allowance of $4,705 million and Stage 1 allowance

of $3,192 million, and the allowance for debt

securities of $4 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$96 million, or 6%, compared with the prior

quarter,

reflecting credit migration in the Wholesale

and U.S. commercial lending portfolios. The

Stage 1 and Stage 2 allowance for loan losses

decreased $240 million, or

3%, compared with the prior quarter, reflective of the impact

of foreign exchange, migration of reserves

from performing to impaired in the Wholesale

and U.S.

commercial portfolios, and an improvement

in the macroeconomic forecasts.

The allowance for debt securities remained

unchanged, compared to the prior quarter.

For further details on loans, impaired loans,

allowance for credit losses,

and on the Bank’s use of forward-looking information

and macroeconomic variables in

determining its allowance for credit losses,

refer to Note 6 of the Bank’s first quarter 2026

Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 24

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

$

5,420

$

5,334

$

4,949

Classified as impaired during the period

2,579

2,177

2,432

Transferred to performing during the period

(297)

(329)

(327)

Net repayments

(569)

(573)

(532)

Disposals of loans

(240)

(47)

Amounts written off

(1,210)

(1,221)

(1,144)

Exchange and other movements

(89)

32

122

Impaired loans as at end of period

$

5,594

$

5,420

$

5,453

1

Includes loans that are measured at FVOCI.

TABLE 19: ALLOWANCE FOR CREDIT LOSSES

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

January 31

2026

2025

2025

Allowance for loan losses for on-balance

sheet loans

Stage 1 allowance for loan losses

$

2,723

$

2,739

$

2,598

Stage 2 allowance for loan losses

4,150

4,362

4,239

Stage 3 allowance for loan losses

1,694

1,588

1,818

Total allowance for loan losses for on-balance sheet loans

1

8,567

8,689

8,655

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

469

470

398

Stage 2 allowance for loan losses

555

566

535

Stage 3 allowance for loan losses

6

16

6

Total allowance for off-balance sheet instruments

1,030

1,052

939

Allowance for loan losses

9,597

9,741

9,594

Allowance for debt securities

4

4

4

Allowance for credit losses

$

9,601

$

9,745

$

9,598

Impaired loans, net of allowance

2

$

3,900

$

3,832

$

3,635

Net impaired loans as a percentage of net loans

2

0.41

%

0.40

%

0.38

%

Total allowance for credit losses as a percentage of gross loans and acceptances

0.99

1.01

0.99

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.43

0.41

0.50

1

Includes allowance for loan losses related to loans that are measured at FVOCI of $1 million as at January 31, 202

6

(October 31, 2025 – nil, January 31, 2025 – $1 million).

2

Credit cards are considered impaired when they are 90 days past due and written off at 180 days past

due.

Real Estate Secured Lending

Retail real estate secured lending includes

mortgages and lines of credit to North American

consumers to satisfy financing needs including

home purchases and

refinancing. While the Bank retains first lien

on the majority of properties held as security, there is a small

portion of loans with second liens, but

most of these are

behind a TD mortgage or home equity line of

credit (HELOC) that is in first position. In Canada,

credit policies are designed so that the

combined exposure of all

uninsured facilities on one property does not

exceed 80% of the collateral value at origination.

Lending at a higher loan-to-value ratio

is permitted by legislation but

requires default insurance. This insurance is

contractual coverage for the life of eligible

facilities and protects the Bank’s real estate

secured lending portfolio

against potential losses caused by borrowers’

default. The Bank may also purchase default

insurance on lower loan-to-value ratio loans.

The insurance is provided

by either government-backed entities or

approved private mortgage insurers.

In the U.S., for residential mortgage originations,

mortgage insurance is usually

obtained from either government-backed

entities or approved private mortgage insurers

when the loan-to-value exceeds 80% of

the collateral value at origination.

The Bank regularly performs stress tests

on its real estate lending portfolio as part

of its overall stress testing program. This is

done with a view to determine the

extent to which the portfolio would be vulnerable

to a severe downturn in economic conditions.

The effect of severe changes in house prices,

interest rates, and

unemployment levels are among the factors

considered when assessing the impact

on credit losses and the Bank’s overall profitability. A variety of portfolio

segments, including dwelling type and geographical

regions, are examined during the exercise

to determine whether specific vulnerabilities exist.

TABLE 20: CANADIAN REAL ESTATE SECURED LENDING

1

(millions of Canadian dollars)

As at

Amortizing

Non-amortizing

Total

Residential

Home equity

Total amortizing real

Home equity

mortgages

lines of credit

estate secured lending

lines of credit

January 31, 2026

Total

$

261,940

$

118,919

$

380,859

$

37,502

$

418,361

October 31, 2025

Total

$

267,469

$

110,829

$

378,298

$

37,098

$

415,396

1

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 25

TABLE 21: REAL ESTATE

SECURED LENDING

1,2

(millions of Canadian dollars, except as noted)

As at

Residential mortgages

Home equity lines of credit

Total

Insured

3

Uninsured

Insured

3

Uninsured

Insured

3

Uninsured

January 31, 2026

Canada

Atlantic provinces

$

2,330

0.9

%

$

4,989

1.9

%

$

134

0.1

%

$

3,030

1.9

%

$

2,464

0.6

%

$

8,019

1.9

%

British Columbia

4

7,708

2.9

45,972

17.6

682

0.4

30,447

19.5

8,390

2.0

76,419

18.3

Ontario

4

21,340

8.1

122,029

46.6

2,330

1.5

85,351

54.6

23,670

5.6

207,380

49.6

Prairies

4

15,978

6.1

22,431

8.6

1,277

0.8

16,809

10.7

17,255

4.1

39,240

9.4

Québec

5,739

2.2

13,424

5.1

419

0.3

15,942

10.2

6,158

1.5

29,366

7.0

Total Canada

53,095

20.2

%

208,845

79.8

%

4,842

3.1

%

151,579

96.9

%

57,937

13.8

%

360,424

86.2

%

United States

1,497

44,714

12,278

1,497

56,992

Total

$

54,592

$

253,559

$

4,842

$

163,857

$

59,434

$

417,416

October 31, 2025

Canada

Atlantic provinces

$

2,377

0.9

%

$

5,038

1.9

%

$

139

0.1

%

$

2,833

1.9

%

$

2,516

0.6

%

$

7,871

1.9

%

British Columbia

4

7,849

2.9

47,101

17.6

708

0.5

28,551

19.3

8,557

2.1

75,652

18.2

Ontario

4

21,505

8.1

124,702

46.6

2,412

1.6

80,826

54.7

23,917

5.7

205,528

49.5

Prairies

4

16,350

6.1

22,746

8.5

1,320

0.9

15,738

10.6

17,670

4.3

38,484

9.3

Québec

5,933

2.2

13,868

5.2

433

0.3

14,967

10.1

6,366

1.5

28,835

6.9

Total Canada

54,014

20.2

%

213,455

79.8

%

5,012

3.4

%

142,915

96.6

%

59,026

14.2

%

356,370

85.8

%

United States

1,544

46,050

12,481

1,544

58,531

Total

$

55,558

$

259,505

$

5,012

$

155,396

$

60,570

$

414,901

1

Geographic location is based on the address of the property mortgaged.

2

Excludes loans classified

as trading as the Bank intends to sell the loans immediately or in the near term, and loans designated

at FVTPL for which no allowance is recorded.

3

Default insurance is contractual coverage for the life of eligible facilities whereby the Bank’s exposure

to real estate secured lending, all or in part, is protected against potential losses

caused by borrower default. It is provided by either government-backed entities or other approved private mortgage

insurers.

4

The territories are included as follows: Yukon is included in British Columbia; Nunavut

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

The following table provides a summary

of the period over which the Bank’s residential

mortgages would be fully repaid based on

the amount of the most recent

payment received. All figures are calculated

based on current customer payment amounts,

including voluntary payments larger than

the original contractual

amounts and/or other voluntary prepayments.

The most recent customer payment amount

may exceed the original contractual amount

due.

Balances with a remaining amortization longer

than 30 years primarily reflect Canadian

variable rate mortgages where prior interest

rate increases relative to

current customer payment levels have resulted

in a longer current amortization period.

At renewal, the amortization period for

Canadian mortgages reverts to the

remaining contractual amortization, which

may require increased payments.

TABLE 22: RESIDENTIAL MORTGAGES BY REMAINING

AMORTIZATION

1,2

As at

<=5

>5 – 10

>10 – 15

>15 – 20

>20 – 25

>25 – 30

>30 – 35

>35

years

years

years

years

years

years

years

years

Total

January 31, 2026

Canada

0.8

%

3.0

%

8.5

%

19.9

%

31.8

%

30.4

%

1.2

%

4.4

%

100.0

%

United States

2.6

1.7

3.5

9.1

26.6

55.3

0.6

0.6

100.0

Total

1.1

%

2.8

%

7.7

%

18.3

%

31.0

%

34.2

%

1.1

%

3.8

%

100.0

%

October 31, 2025

Canada

0.8

%

2.9

%

8.3

%

20.0

%

31.9

%

30.2

%

1.2

%

4.7

%

100.0

%

United States

2.6

1.6

3.5

9.0

24.1

57.8

0.8

0.6

100.0

Total

1.1

%

2.7

%

7.5

%

18.3

%

30.8

%

34.5

%

1.1

%

4.0

%

100.0

%

1

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

2

Percentage based on outstanding balance.

TABLE 23: UNINSURED AVERAGE LOAN-TO-VALUE – Newly Originated and Newly Acquired

1,2,3

For the three months ended

Residential

Home equity

Residential

Home equity

mortgages

lines of credit

4,5

Total

mortgages

lines of credit

4,5

Total

January 31, 2026

October 31, 2025

Canada

Atlantic provinces

69

%

69

%

69

%

70

%

69

%

69

%

British Columbia

6

68

66

66

66

66

66

Ontario

6

68

68

68

68

67

67

Prairies

6

72

72

72

72

72

72

Québec

68

71

70

69

71

71

Total Canada

68

68

68

68

68

68

United States

69

57

64

68

58

64

Total

69

%

68

%

68

%

68

%

68

%

68

%

1

Geographic location is based on the address of the property mortgaged.

2

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

3

Based on house price at origination.

4

HELOC loan-to-value includes first position collateral mortgage if applicable.

5

HELOC fixed rate advantage option is included in loan-to-value calculation.

6

The territories are included as follows: Yukon is included in British Columbia; Nunavut

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 26

Sovereign Risk

The table below provides a summary of

the Bank’s direct credit exposures

outside of Canada and the U.S. (Europe excludes

United Kingdom).

TABLE 24: Total Net Exposure by Region and Counterparty

(millions of Canadian dollars)

As at

Loans and commitments

1

Derivatives, repos, and securities lending

2

Trading and investment portfolio

3

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

4

January 31, 2026

Region

Europe

$

8,951

$

8

$

5,082

$

14,041

$

6,438

$

1,434

$

9,210

$

17,082

$

1,132

$

26,083

$

2,182

$

29,397

$

60,520

United Kingdom

7,031

2,688

2,396

12,115

2,748

1,504

10,925

15,177

263

1,105

448

1,816

29,108

Asia

140

21

2,566

2,727

517

956

3,909

5,382

120

8,397

1,988

10,505

18,614

Other

5

343

129

686

1,158

909

569

2,298

3,776

110

392

1,952

2,454

7,388

Total

$

16,465

$

2,846

$

10,730

$

30,041

$

10,612

$

4,463

$

26,342

$

41,417

$

1,625

$

35,977

$

6,570

$

44,172

$

115,630

October 31, 2025

Region

Europe

$

8,895

$

8

$

5,019

$

13,922

$

5,331

$

1,359

$

9,647

$

16,337

$

1,116

$

25,876

$

1,982

$

28,974

$

59,233

United Kingdom

6,731

2,577

2,483

11,791

3,199

1,537

12,237

16,973

270

176

661

1,107

29,871

Asia

182

23

2,527

2,732

241

538

3,795

4,574

138

8,346

1,829

10,313

17,619

Other

5

227

690

917

705

410

2,353

3,468

110

216

1,967

2,293

6,678

Total

$

16,035

$

2,608

$

10,719

$

29,362

$

9,476

$

3,844

$

28,032

$

41,352

$

1,634

$

34,614

$

6,439

$

42,687

$

113,401

1

Exposures, including interest-bearing deposits with banks, are presented net of impairment charges where applicable.

2

Exposures are calculated on a fair value basis and presented net of collateral. Derivatives are presented as net

exposures where there is an International Swaps and Derivatives

Association master netting agreement.

3

Trading exposures are net of eligible short positions.

4

In addition to the exposures identified above, the Bank also has $29.3 billion (October 31, 2025 – $30.3 billion)

of exposure to supranational entities.

5

Other regional exposure largely attributable to Australia.

CAPITAL POSITION

REGULATORY CAPITAL

Capital requirements established by the Basel

Committee on Banking Supervision (BCBS)

are commonly referred to as Basel

III. Under Basel III,

Total Capital consists of three components, namely CET1, Additional Tier 1, and Tier 2 Capital.

Risk sensitive regulatory capital ratios are

calculated by dividing

CET1, Tier 1, and Total Capital by risk-weighted assets (RWA), inclusive of any minimum requirements

outlined under the regulatory floor. Basel III also

introduced a non-risk sensitive leverage

ratio to act as a supplementary measure

to the risk-sensitive capital requirements.

The leverage ratio is calculated by

dividing Tier 1 Capital by leverage exposure which is

primarily comprised of on-balance sheet

assets with adjustments made to derivative

and securities financing

transaction exposures, and credit equivalent amounts

of off-balance sheet exposures. TD manages its

regulatory capital in accordance with

OSFI’s

implementation of the Basel III Capital

Framework.

OSFI’s Capital Requirements under Basel III

OSFI’s CAR and LR guidelines detail how the

Basel III capital rules apply to Canadian banks.

The Domestic Stability Buffer (DSB) level increased

from 3% to 3.5% as of November 1,

2023, and has remained stable since. Currently, the DSB can range

from

0 to 4%, with the effective level adjusted by OSFI

in response to developments in Canada’s

financial system and the broader economy.

OSFI has implemented the Basel III reforms

with adjustments to make them suitable

for domestic implementation. The Basel III reforms

impact the calculation of

credit risk, market risk and operational risk

for Canadian banks, as well as amend

the LR Guideline to include a requirement for

domestic systemically important

banks (D-SIBs) to hold a leverage ratio

buffer of 0.50% in addition to the regulatory minimum

requirement of 3.0%. The LR buffer requirement

also applies to the

TLAC leverage ratio.

On November 1, 2023, the standardized

capital floor transitioned to 67.5% of RWA from the previous 65%

of RWA. OSFI has stated that the floor will remain at

67.5% until further notice.

The Bank has implemented OSFI’s Parental Stand-Alone

(Solo) Total Loss Absorbing Capacity (TLAC) Framework for D-SIBs, which

establishes a risk-based

measure intended to ensure that a non-viable

D-SIB has sufficient loss absorbing capacity on a

stand-alone, legal entity basis to support its

resolution. The Bank is

compliant with the requirements set out in this

framework.

The table below summarizes OSFI’s published

regulatory minimum capital targets

as at January 31, 2026.

REGULATORY

CAPITAL AND TLAC

TARGET RATIOS

Capital

Pillar 1

Pillar 1 & 2

Conservation

D-SIB / G-SIB

Regulatory

Regulatory

Minimum

Buffer

Surcharge

1

Target

2

DSB

Target

CET1

4.5

%

2.5

%

1.0

%

8.0

%

3.5

%

11.5

%

Tier 1

6.0

2.5

1.0

9.5

3.5

13.0

Total Capital

8.0

2.5

1.0

11.5

3.5

15.0

Leverage

3.0

n/a

3

0.5

3.5

n/a

3.5

TLAC

18.0

2.5

1.0

21.5

3.5

25.0

TLAC Leverage

6.75

n/a

0.50

7.25

n/a

7.25

1

The higher of the D-SIB and G-SIB surcharge applies to risk weighted capital. The D-SIB surcharge is currently equivalent

to the Bank’s 1% G-SIB additional common equity requirement

for risk weighted capital. The G-SIB surcharge may increase above 1%,

to a maximum of 4%, if the Bank’s G-SIB score increases above certain thresholds.

OSFI’s LR Guideline includes

a requirement for D-SIBs to hold a leverage ratio buffer set at 50% of a D-SIB’s higher

loss absorbency risk-weighted requirements, effectively 0.50%. This buffer also

applies to the TLAC

Leverage ratio.

2

The Bank’s countercyclical buffer requirement is 0% as of January 31,

2026.

3

Not applicable.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 27

Global Systemically Important Banks

Disclosures

The Financial Stability Board (FSB), in

consultation with the BCBS and national authorities,

identifies G-SIBs. The G-SIB assessment

methodology is based on the

submissions of the largest global banks.

Thirteen indicators are used in the G-SIB

assessment methodology to determine

systemic importance. The score

for a

particular indicator is calculated by dividing

the individual bank value by the aggregate

amount for the indicator summed across all

banks included in the

assessment. Accordingly, an

individual bank’s ranking is reliant on

the results and submissions of other global

banks.

The Bank is required to publish the thirteen

indicators used in the G-SIB indicator-based

assessment framework. Public disclosure

of financial year-end data is

required annually, no later than the date of a bank’s

first quarter public disclosure of shareholder

financial data in the following year.

Public communications on G-SIB status are

issued annually each November. On November

22, 2019, the Bank was designated as

a G-SIB by the FSB. The Bank

continued to maintain its G-SIB status when

the FSB published the 2025 list of G-SIBs on

November 27, 2025.

As a result of this designation, the Bank is

subject

to an additional loss absorbency requirement

(CET1 as a percentage of RWA) of 1% under

applicable FSB member authority requirements.

The Bank’s G-SIB

designation has no additional impact on the

Bank’s minimum CET1 regulatory requirements,

as the G-SIB surcharge is consistent with

the D-SIB requirement set

out by OSFI. The G-SIB surcharge may increase

above 1% if the Bank’s G-SIB score increases

above certain thresholds to a maximum

of 4.5%.

As a result of the Bank’s G-SIB designation,

the U.S. Federal Reserve requires

TD Group US Holding LLC (TDGUS), as

TD’s U.S. Intermediate Holding

Company (IHC), to maintain a minimum amount

of TLAC and long-term debt.

The indicator-based measurement approach,

currently in effect, divides the thirteen indicators

into five categories, with each category

yielding a 20% weight to a

bank’s total score on the G-SIB scale.

The following table provides the results of

the thirteen indicators for the Bank. The

increase in Over-the-Counter (OTC) derivatives

was primarily driven by

higher interest rate swap activity. The increase

in trading and available-for-sale (AFS)

securities reflects higher fixed income and

equity exposures. All other

changes in the indicators from the prior

year primarily reflect normal business activities

of the Bank.

TABLE 25: G-SIB INDICATORS

1

(millions of Canadian dollars)

As at

October 31, 2025

October 31, 2024

Category (and weighting)

Individual Indicator

Cross-jurisdictional activity (20%)

Cross-jurisdictional claims

$

1,059,153

$

1,100,768

Cross-jurisdictional liabilities

1,032,848

1,042,951

Size (20%)

Total exposures as defined for use in the Basel III leverage ratio

2,285,174

2,228,986

Interconnectedness (20%)

Intra-financial system assets

136,828

107,793

Intra-financial system liabilities

49,036

36,477

Securities outstanding

533,883

487,199

Substitutability/financial institution

Assets under custody

824,907

689,698

infrastructure (20%)

Payments activity

65,326,873

61,946,928

Underwritten transactions in debt and equity

markets

216,358

211,859

Trading Volume (includes the two sub indicators)

– Trading volume fixed income sub indicator

6,824,850

12,900,561

– Trading volume equities and other securities sub indicator

5,068,353

2,855,130

Complexity (20%)

Notional amount of OTC derivatives

28,138,484

23,945,530

Trading and other securities

2

111,132

72,514

Level 3 assets

3,581

4,663

1

The G-SIB indicators are prepared based on the methodology prescribed in BCBS guidelines published and

disclosed in accordance with OSFI’s Advisory on G-SIBs – Public Disclosure

Requirements. Given the Bank was designated as a G-SIB by the FSB on November 22, 2019, additional public

disclosures on these indicators are required. Refer to the Bank’s

Regulatory Capital Disclosures at www.td.com/investor-relations/ir-homepage/regulatory-disclosures/g-sib/disclosures.jsp

for these additional disclosures on the 2025 G-SIB indicators.

The Bank is required to submit its G-SIB indicators to OSFI and BCBS for review following the date of this report.

In the event that one or both regulators provide comments to the Bank

regarding its submission that would result in changes to the G-SIB indicators listed in the table above, the Bank

will publish such revised G-SIB indicators on its website.

2

Includes trading securities, securities designated at FVTPL,

and securities at FVOCI.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 28

The following table provides details of the

Bank’s regulatory capital position.

TABLE 26: CAPITAL STRUCTURE AND RATIOS – Basel III

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

January 31

2026

2025

2025

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

$

24,855

$

25,010

$

25,679

Retained earnings

78,253

78,320

71,718

Accumulated other comprehensive income

10,868

12,874

10,520

Common Equity Tier 1 Capital before regulatory

adjustments

113,976

116,204

107,917

Common Equity Tier 1 Capital regulatory adjustments

Prudential valuation adjustments

(175)

(165)

Goodwill (net of related tax liability)

(18,248)

(18,753)

(19,359)

Intangibles (net of related tax liability)

(3,351)

(3,316)

(3,041)

Deferred tax assets excluding those arising

from temporary differences

(156)

(202)

(284)

Cash flow hedge reserve

1,304

867

2,859

Shortfall of provisions to expected losses

Gains and losses due to changes in own

credit risk on fair valued liabilities

(127)

(166)

(191)

Defined benefit pension fund net assets (net

of related tax liability)

(760)

(811)

(733)

Investment in own shares

(24)

(9)

(57)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(1,890)

Significant investments in the common

stock of banking, financial, and insurance

entities

that are outside the scope of regulatory

consolidation, net of eligible short positions

(amount above 10% threshold)

Equity investments in funds subject to

the fall-back approach

(52)

(90)

(35)

Crypto-asset deduction

(17)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

22

20

18

Total regulatory adjustments to Common Equity Tier 1 Capital

(21,584)

(22,625)

(22,713)

Common Equity Tier 1 Capital

92,392

93,579

85,204

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

11,620

11,623

11,087

Additional Tier 1 Capital instruments before

regulatory adjustments

11,620

11,623

11,087

Additional Tier 1 Capital instruments regulatory

adjustments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(2)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(700)

(700)

(700)

Total regulatory adjustments to Additional Tier 1 Capital

(700)

(700)

(702)

Additional Tier 1 Capital

10,920

10,923

10,385

Tier 1 Capital

103,312

104,502

95,589

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

10,642

10,733

13,471

Collective allowances

1,141

1,661

1,424

Tier 2 Capital before regulatory adjustments

11,783

12,394

14,895

Tier 2 regulatory adjustments

Investments in own Tier 2 instruments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

1

(226)

Non-significant investments in the other

TLAC-eligible instruments issued by

G-SIBs and Canadian

D-SIBs, where the institution does not own

more than 10% of the issued common

share capital

of the entity: amount previously designated

for the 5% threshold but that no longer

meets the

conditions

(30)

(30)

(20)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

Total regulatory adjustments to Tier 2 Capital

(30)

(30)

(246)

Tier 2 Capital

11,753

12,364

14,649

Total Capital

$

115,065

$

116,866

$

110,238

Risk-weighted assets

$

635,191

$

636,424

$

649,043

Capital Ratios and Multiples

Common Equity Tier 1 Capital (as percentage of risk-weighted

assets)

14.5

%

14.7

%

13.1

%

Tier 1 Capital (as percentage of risk-weighted assets)

16.3

16.4

14.7

Total Capital (as percentage of risk-weighted assets)

18.1

18.4

17.0

Leverage ratio

2

4.5

4.6

4.2

1

Includes other TLAC-eligible instruments issued by G-SIBs and Canadian D-SIBs that are outside the scope of

regulatory consolidation, where the institution does not own more than

10% of the issued common share capital of the entity.

2

The Leverage ratio is calculated as Tier 1 Capital divided by leverage exposure,

as defined in the “Regulatory Capital” section of this document.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 29

16

17

As at January 31, 2026, the Bank’s CET1, Tier 1, and Total Capital ratios were 14.5%, 16.3%,

and 18.1%, respectively. The decrease in the Bank’s CET1 Capital

ratio from 14.7% as at October 31, 2025 was

primarily driven by common shares repurchased

for cancellation and growth in RWA, partially offset by earnings net

of dividends, credit risk model updates, and

unrealized gains on FVOCI securities.

The Bank expects to reach a CET1 ratio

of approximately 13% by

October 31, 2027

,

.

As at January 31, 2026, the Bank’s leverage ratio

was 4.5%. Compared with the Bank’s leverage ratio

of 4.6% at October 31, 2025, the decrease

was primarily

attributable to common shares repurchased

for cancellation, partially offset by earnings net of dividends

and leverage exposure growth across

various segments.

Future Regulatory Capital Developments

Future regulatory capital developments

were described in the “Future Regulatory

Capital Developments” section of the Bank’s

2025 MD&A.

TABLE 27: EQUITY AND OTHER SECURITIES

1

(thousands of shares/units and millions of

Canadian dollars, except as noted)

As at

January 31, 2026

October 31, 2025

Number of

Number of

shares/units

Amount

shares/units

Amount

Common shares

Common shares outstanding

1,671,278

$

24,551

1,689,496

$

24,727

Treasury – common shares

(41)

(5)

Total common shares

1,671,237

$

24,546

1,689,496

$

24,727

Stock options

Vested

6,248

5,160

Non-vested

8,355

9,027

Preferred shares – Class A

Series 1

20,000

$

500

20,000

$

500

Series 16

14,000

350

14,000

350

Series 18

14,000

350

14,000

350

Series 27

850

850

850

850

Series 28

800

800

800

800

49,650

$

2,850

49,650

$

2,850

Other equity instruments

2,3

Limited Recourse Capital Notes – Series 1

1,750

1,750

1,750

1,750

Limited Recourse Capital Notes – Series 2

1,500

1,500

1,500

1,500

Limited Recourse Capital Notes – Series 3

4

1,750

2,403

1,750

2,403

Limited Recourse Capital Notes – Series 4

4

750

1,023

750

1,023

Limited Recourse Capital Notes – Series 5

750

750

750

750

Limited Recourse Capital Notes – Series 6

4

750

1,037

750

1,037

Perpetual Subordinated Capital Notes – Series

2023-9

5

1

312

1

312

56,901

$

11,625

56,901

$

11,625

Treasury – preferred shares and other equity instruments

(11)

(11)

(29)

(4)

Total preferred shares and other equity instruments

56,890

$

11,614

56,872

$

11,621

1

For further details, including the conversion and exchange features, distributions, and significant terms and conditions,

refer to Note 19 of the Bank’s 2025 Consolidated Financial

Statements.

2

For other equity instruments, the number of shares/units represents the number of notes issued.

3

Refer to the “Preferred Shares and Other Equity Instruments – Significant Terms

and Conditions” table in Note 19 of the Bank’s 2025 Consolidated Financial Statements

for further

details.

4

For LRCNs – Series 3, 4, and 6, the amount represents the Canadian dollar equivalent of the U.S. dollar notional

amount.

5

For Perpetual Subordinated Capital Notes (AT1), the amount

represents the Canadian dollar equivalent of the Singapore dollar notional amount.

DIVIDENDS

On February 25, 2026, the Board approved

a dividend in an amount of one dollar and eight

cents ($1.08) per fully paid common share in

the capital stock of the

Bank for the quarter ending April 30, 2026, payable

on and after April 30, 2026, to shareholders

of record at the close of business on April

9, 2026. The Bank has a

semi-annual dividend review cycle to support

the alignment of shareholder return with

earnings growth.

DIVIDEND REINVESTMENT PLAN

The Bank offers a Dividend Reinvestment Plan

(DRIP) for its common shareholders.

Participation in the plan is optional and

under the terms of the plan, cash

dividends on common shares are used

to purchase additional common shares. At

the option of the Bank, the common shares

may be issued from treasury at an

average market price based on the last five

trading days before the date of the dividend

payment, with a discount of between

0% to 5% at the Bank’s discretion or

purchased from the open market at market

prices.

During the three months ended January 31,

2026, the Bank satisfied the DRIP requirements

through open market common share purchases

(three months

ended January 31, 2025 – the Bank satisfied

the DRIP requirements through common

shares issued from treasury with no discount).

NORMAL COURSE ISSUER BID

On February 24, 2025, the Bank announced

that the Toronto Stock Exchange (TSX) and OSFI had approved the Bank’s normal

course issuer bid (2025 NCIB) to

repurchase for cancellation up to $8 billion

of its common shares, not to exceed

100 million common shares. The Bank

completed $8 billion in repurchases

and

terminated the 2025 NCIB in January 2026.

From the commencement of the 2025

NCIB on March 3, 2025, to its completion

and termination on January 15, 2026,

the Bank repurchased 80.2 million shares

under the program, at an average price of $99.74

per share for a total amount of $8.0

billion.

On January 16, 2026, the Bank announced

that the TSX and OSFI have approved

the Bank’s new normal course issuer bid (2026

NCIB) to repurchase for

cancellation up to $7 billion of its common

shares, not to exceed 61 million common

shares. The 2026 NCIB commenced on

January 20, 2026, and will terminate

on (A) the earliest to occur of: (i) January 15,

2027; (ii) the date on which the aggregate

purchase cost of common shares purchased

equals $7 billion; and (iii) the

16

The Bank’s expectations for financial targets are based on forward-looking assumptions that have inherent

risk and uncertainties. Results may vary depending on actual economic

conditions, including the level of unemployment, interest rates, and economic growth or contraction, the operating

environment, including regulatory requirements, political environment,

and competitive landscape, and the Bank’s assumptions on future business performance, including

credit conditions and performance, inclusive of policy and trade uncertainty and

borrower or industry specific credit factors and conditions, and foreign exchange impact. These assumptions are

subject to inherent uncertainties and may vary based on factors outside

the Bank’s control, including those set out at the beginning of this document in the “Caution Regarding

Forward-Looking Statements” section. Refer to the “Risk Factors That May Affect

Future Results” section of the Bank’s 2025 MD&A for additional information about risks and uncertainties

that may impact the Bank’s estimates.

17

Calculated in accordance with the OSFI’s Capital Adequacy Requirements guideline.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 30

date on which the maximum number of

common shares purchasable is reached; or

(B) such earlier date as the Bank may

determine. From the commencement of

the 2026 NCIB on January 20, 2026, to January

31, 2026, the Bank repurchased 3.8 million

shares under the program, at an average price

of $129.06 per share

for a total amount of $0.5 billion.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

If an NVCC trigger event were to occur, for all series of Class

A First Preferred Shares excluding the preferred

shares issued with respect to LRCNs,

the maximum

number of common shares that could be issued,

assuming there are no declared and unpaid

dividends on the respective series of preferred

shares at the time of

conversion, would be 0.6 billion in aggregate.

The LRCNs, by virtue of the recourse to the

preferred shares held in the Limited Recourse

Trust, include NVCC provisions. For LRCNs, if an NVCC

trigger were

to occur, the maximum number of common shares that could

be issued, assuming there are no declared

and unpaid dividends on the preferred

shares series

issued in connection with such LRCNs,

would be 1.7 billion in aggregate.

For NVCC subordinated notes and debentures

(including Additional Tier 1 Perpetual Notes), if an

NVCC trigger event were to occur, the maximum number

of

common shares that could be issued, assuming

there is no accrued and unpaid interest

on the respective subordinated notes and debentures,

would be 3.3 billion

in aggregate.

RISK FACTORS AND

MANAGEMENT

Risk Factors That May Affect Future Results

In addition to the risks described in the “Managing

Risk” section of the Bank’s 2025 MD&A and this

Report, there are numerous other risk factors,

many of which

are beyond the Bank’s control and the effects of

which can be difficult to predict, that could

cause the Bank’s results to differ significantly from the

Bank’s plans,

objectives, and estimates or could impact

the Bank’s reputation or the sustainability of its

business model. All forward-looking statements,

including those in this

MD&A, are, by their very nature, subject

to inherent risks and uncertainties, general

and specific, which may cause the Bank’s actual

results to differ materially

from the plan, objectives, estimates or expectations

expressed in the forward-looking statements.

Some of these factors are discussed

in the “Risk Factors and

Management” section of the 2025

MD&A and in the “Managing Risk” section

of this document, and others are noted in

the “Caution Regarding Forward-Looking

Statements” section of this document.

The Bank has supplemented the following Risk

Factors to reflect developments in the

external environment.

Introduction of New and Changes to

Current Laws, Rules and Regulations

Further to the risks outlined in the Introduction

of New and Changes to Current Laws,

Rules and Regulations section of the Bank’s 2025 MD&A,

the federal

government is implementing AML related

requirements as part of its mandated

five-year review of Canada’s AML regime. In addition,

further changes are

proposed under Bill C-2, the Strong Borders

Act. Those portions that provide FINTRAC

with enhanced supervisory and enforcement

tools and powers, including

the ability to impose larger financial penalties,

have been included in Bill C-12, Strengthening

Canada’s Immigration System and Borders Act,

which is currently

before the Canadian Senate. Many of the provisions

are anticipated to have or will have

short coming into force dates once finalized.

Further changes may be

required following the completion of the

mutual evaluation of Canada’s AML regime by

the Financial Action Task Force (FATF), which is currently underway and

anticipated to be completed in mid-2026.

The pace of these changes, the potentially

short timelines to implement and the evolving

risks could result in increased

costs and risks that may negatively impact

the Bank’s businesses, operations, and results.

Model Risk

Further to the model risks outlined in the

Bank’s 2025 MD&A, OSFI released its final Guideline

E-23 – Model Risk Management on September

11, 2025, which

becomes effective on May 1, 2027. This guideline

sets out OSFI’s expectations for effectively managing

risks associated with the use of

traditional models as well

as emerging technologies such as artificial intelligence

and machine learning. TD has completed

its assessment of the requirements of

the guideline and does not

anticipate any issues in complying with

the requirements by the effective date.

MANAGING RISK

EXECUTIVE SUMMARY

Growing profitability in financial results based

on balanced revenue, expense and capital

growth services involves selectively taking

and managing risks within the

Bank’s risk appetite. The Bank’s goal is to earn a

stable and sustainable rate of return for

every dollar of risk it takes, while putting

significant emphasis on

investing in its businesses to meet its future

strategic objectives.

The Bank’s businesses and operations are exposed

to a broad number of risks that have been

identified and defined in the Enterprise Risk

Framework. The

Bank’s tolerance to those risks is defined in

the Enterprise Risk Appetite which has been

developed within a comprehensive framework

that takes into

consideration current conditions in which

the Bank operates and the impact that emerging

risks will have on TD’s strategy and risk profile. The

Bank’s risk appetite

states that it takes risks required to build its

business, but only if those risks: (1)

fit the business strategy and can be understood

and managed; (2) do not expose

the enterprise to any significant single loss

events; TD does not ‘bet the bank’ on any

single acquisition, business, product or decision;

and (3) do not risk harming

the TD brand. Each business is responsible

for setting and aligning its individual risk

appetites with that of the enterprise

based on a thorough examination of

the

specific risks to which it is exposed.

The Bank considers it critical to regularly

assess its operating environment

and highlight top and emerging risks. These

are risks with a potential to have a

material effect on the Bank and where the attention

of senior leaders is focused due to the potential

magnitude or immediacy of their impact.

Risks are identified, discussed, and actioned

by senior leaders and reported quarterly

to the Risk Committee. Specific plans

to mitigate top and emerging risks

are prepared, monitored, and adjusted as required.

The Bank’s risk governance structure and risk

management approach have not substantially

changed from that described in the Bank’s 2025 MD&A.

Additional

information on risk factors can be found in

this document and the 2025 MD&A under

the heading “Risk Factors and Management”.

For a complete discussion of

the risk governance structure and the risk

management approach, refer to the “Managing

Risk” section in the Bank’s 2025 MD&A.

The shaded sections of this MD&A represent

a discussion relating to market and liquidity

risks and form an integral part of the Interim

Consolidated Financial

Statements for the period ended January 31,

2026.

CREDIT RISK

Gross credit risk exposure, also referred

to as exposure at default (EAD), is the

total amount the Bank is exposed to at the time

of default of a loan and is

measured before counterparty-specific

provisions or write-offs. Gross credit risk exposure

does not reflect the effects of credit risk

mitigation (CRM) and includes

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 31

both on-balance sheet and off-balance sheet exposures.

On-balance sheet exposures consist primarily

of outstanding loans, non-trading securities,

derivatives,

and certain other repo-style transactions.

Off-balance sheet exposures consist primarily

of undrawn commitments, guarantees,

and certain other repo-style

transactions.

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 28: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

1

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

$

5,143

$

555,026

$

560,169

$

5,141

$

552,249

$

557,390

Qualifying revolving retail

854

178,004

178,858

871

177,970

178,841

Other retail

3,957

109,362

113,319

3,660

110,316

113,976

Total retail

9,954

842,392

852,346

9,672

840,535

850,207

Non-retail

Corporate

1,953

818,593

820,546

2,402

758,573

760,975

Sovereign

153

461,017

461,170

175

552,954

553,129

Bank

3,077

204,472

207,549

7,121

180,614

187,735

Total non-retail

5,183

1,484,082

1,489,265

9,698

1,492,141

1,501,839

Gross credit risk exposures

$

15,137

$

2,326,474

$

2,341,611

$

19,370

$

2,332,676

$

2,352,046

1

Gross credit risk exposures represent EAD and are before the effects of CRM. This table excludes securitization,

equity, and certain other credit RWA.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 32

MARKET RISK

Market risk capital is calculated using the Standardized

Approach under Basel III. The Bank

continues to use Value-at-Risk (VaR) as an internal management

metric to monitor and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes

is classified as trading market risk.

TABLE 29: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

market risk

Other

sheet

market risk

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

$

113,672

$

8,060

$

105,612

$

$

109,417

$

940

$

108,477

$

Interest rate

Trading loans, securities, and other

234,888

230,712

4,176

220,136

213,151

6,985

Interest rate

Non-trading financial assets at

fair value through profit or loss

8,425

8,425

7,395

7,395

Equity,

foreign exchange,

interest rate

Derivatives

83,371

76,501

6,870

82,972

72,906

10,066

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

7,038

7,038

6,986

6,986

Interest rate

Financial assets at fair value through

other comprehensive income

127,872

127,872

126,369

126,369

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

234,270

234,270

240,439

240,439

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

222,925

7,406

215,519

247,078

7,574

239,504

Interest rate

Loans, net of allowance for

loan losses

958,486

958,486

953,012

953,012

Interest rate

Other assets

1

1,933

1,933

2,047

2,047

Interest rate

Assets not exposed to

market risk

106,426

106,426

98,707

98,707

Total Assets

$

2,099,306

$

322,679

$

1,670,201

$

106,426

$

2,094,558

$

294,571

$

1,701,280

$

98,707

Liabilities subject to market risk

Trading deposits

$

42,328

$

30,298

$

12,030

$

$

37,882

$

28,955

$

8,927

$

Equity, interest rate

Derivatives

83,495

80,573

2,922

79,356

74,790

4,566

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

25,399

25,399

25,283

25,283

Interest rate

Financial liabilities designated at

fair value through profit or loss

225,237

3

225,234

197,635

3

197,632

Interest rate

Deposits

1,245,144

1,245,144

1,267,104

1,267,104

Interest rate,

foreign exchange

Obligations related to securities

sold short

41,455

40,223

1,232

43,795

42,475

1,320

Interest rate

Obligations related to securities sold

under repurchase agreements

213,782

19,785

193,997

221,150

13,922

207,228

Interest rate

Securitization liabilities at amortized

cost

15,021

15,021

14,841

14,841

Interest rate

Subordinated notes and debentures

10,642

10,642

10,733

10,733

Interest rate

Other liabilities

1

16,446

16,446

16,934

16,934

Equity, interest rate

Liabilities and Equity not

exposed to market risk

180,357

180,357

179,845

179,845

Total Liabilities and Equity

$

2,099,306

$

196,281

$

1,722,668

$

180,357

$

2,094,558

$

185,428

$

1,729,285

$

179,845

1

Relates to retirement benefits, insurance, and structured entity liabilities.

ex991p33i0

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 33

-75

-65

-55

-45

-35

-25

-15

-5

5

15

25

35

45

55

65

75

11/3/2025

11/10/2025

11/17/2025

11/24/2025

12/1/2025

12/8/2025

12/15/2025

12/22/2025

12/30/2025

1/7/2026

1/14/2026

1/21/2026

1/28/2026

TOTAL VALUE-AT-RISK

AND TRADING NET REVENUE

(millions of Canadian dollars)

Trading net revenue

Value-at-Risk

Calculating VaR

The Bank computes total VaR on a daily basis by combining the General

Market Risk (GMR) and Idiosyncratic Debt

Specific Risk (IDSR) associated with the

Bank’s trading positions.

GMR is determined by creating a distribution

of potential changes in the market value of

the current portfolio using historical simulation.

The Bank values the

current portfolio using the market price and rate

changes of the most recent

259

trading days for equity, interest rate, foreign exchange, credit, and

commodity

products. GMR is computed as the threshold

level that portfolio losses are not expected

to exceed more than

one

out of every

100

trading days. A

one-day

holding

period is used for GMR calculation.

IDSR measures idiosyncratic (single-name) credit

spread risk for credit exposures in the trading

portfolio using Monte Carlo simulation.

The IDSR model is

based on the historical behaviour of five-year idiosyncratic

credit spreads. Similar to GMR, IDSR is

computed as the threshold level that portfolio

losses are not

expected to exceed more than

one

out of every

100

trading days. IDSR is measured for a

ten-day

holding period.

The following graph discloses daily

one-day

VaR usage and trading net revenue, reported on a TEB,

within Wholesale Banking. Trading net revenue includes

trading income and net interest income related

to positions within the Bank’s market risk capital

trading books. For the first quarter ending January

31, 2026,

there were

3 days

of trading losses and trading net revenue

was positive for

95

% of the trading days, reflecting normal

trading activity. Losses in the quarter did

not exceed VaR on any trading day.

VaR is a valuable risk measure but it should be used in the

context of its limitations, for example:

VaR uses historical data to estimate future events, which limits

its forecasting abilities;

it does not provide information on losses beyond

the selected confidence level; and

it assumes that all positions can be liquidated

during the holding period used for VaR calculation.

The Bank continuously improves its VaR methodologies and incorporates

new risk measures in line with market

conventions, industry best practices, and

regulatory requirements. The change in VaR on December 1, 2025

reflects an improvement in methodology

and not a change in risk-taking.

To mitigate some of the shortcomings of VaR, the Bank uses additional metrics designed for risk

management purposes.

This includes Stress Testing as well

as sensitivities to various market risk factors.

The following table presents the end of quarter, average, high,

and low usage of TD’s VaR metric.

TABLE 30: PORTFOLIO MARKET

RISK MEASURES

(millions of Canadian dollars)

For the three months ended

January 31

October

31

January

31

2026

2025

2025

As at

Average

High

Low

Average

Average

Interest rate risk

$

18.5

$

12.6

$

25.1

$

5.5

$

7.4

$

12.4

Credit spread risk

15.6

14.8

20.1

11.5

20.1

19.8

Equity risk

14.5

16.1

23.7

11.4

13.8

8.3

Foreign exchange risk

5.7

5.1

44.4

1.3

4.8

4.1

Commodity risk

31.0

37.1

65.5

24.4

38.6

6.0

Idiosyncratic debt specific risk

15.3

15.3

17.7

12.7

15.7

19.6

Diversification effect

1

(61.1)

(58.8)

n/m

2

n/m

(54.6)

(41.8)

Total Value

-at-Risk (one-day)

$

39.5

$

42.2

$

66.5

$

28.0

$

45.8

$

28.4

1

The aggregate VaR is less than the sum of the VaR

of the different risk types due to risk offsets resulting from portfolio diversification.

2

Not meaningful. It is not meaningful to compute a diversification effect because the high and low may

occur on different days for different risk types.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 34

Average VaR decreased quarter-over-quarter due to changes in fixed

income positions along with the narrower

credit spreads, partially offset by interest rate

positions.

Validation of VaR Model

The Bank uses a back-testing process

to compare actual profits and losses to VaR to review their consistency

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities.

The primary measures for managing and

controlling this risk are Economic Value of Shareholders’

Equity (EVE) Sensitivity and Net Interest

Income Sensitivity

(NIIS).

The EVE Sensitivity measures the change in

the net present value of the Bank’s banking

book assets, liabilities, and certain off-balance

sheet items given a

specific interest rate shock. It reflects a measurement

of the potential present value impact on

shareholders’ equity without an assumed

term profile for the

management of the Bank’s own equity and excludes

product margins.

The NIIS measures the NII change over

a twelve-month horizon for a specified

change in interest rates for banking book

assets, liabilities, and certain off-

balance sheet items assuming a constant balance

sheet over the period.

The Bank’s Market Risk policy sets overall limits

on the structural interest rate risk measures.

These limits are periodically reviewed and

approved by the Risk

Committee. In addition to the Board policy limits,

book-level risk limits are set for the

Bank’s management of non-trading interest rate

risk by Risk Management.

Exposures against these limits are routinely

monitored and reported, and breaches of the

Board limits, if any, are escalated to both the Asset Liability and

Capital

Committee (ALCO) and the Risk Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures.

TABLE 31: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

January 31, 2025

EVE

NII

EVE

NII

EVE

NII

Sensitivity

1

Sensitivity

1,2

Sensitivity

1

Sensitivity

2

Sensitivity

1

Sensitivity

1,2

Canadian

U.S.

Total

Canadian

U.S.

Total

Total

Total

Total

Total

dollar

3

dollar

dollar

3

dollar

Before-tax impact of

100 bps increase in rates

$

(1,021)

$

(1,500)

$

(2,521)

$

382

$

363

$

745

$

(2,515)

$

790

$

(2,573)

$

597

100 bps decrease in rates

967

1,212

2,179

(417)

(398)

(815)

2,092

(860)

2,056

(789)

1

Does not include exposures from Wholesale Banking.

2

Represents the twelve-month NII exposure to an immediate and sustained shock in rates, and may include adjustments

for non-recurring items.

3

Includes other currency exposures.

As at January 31, 2026, an immediate and

sustained 100 bps increase in interest rates

would have had a negative impact to the

Bank’s EVE of $

2,521

million, an

increase of $

6

million from last quarter, and a positive impact to the Bank’s NII of

$

745

million, a decrease of $

45

million from last quarter. An immediate and

sustained 100 bps decrease in interest rates

would have had a positive impact to the Bank’s EVE

of $

2,179

million, an increase of $

87

million from last quarter,

and a negative impact to the Bank’s NII of $

815

million, a decrease of $

45

million from last quarter. EVE Sensitivity was relatively unchanged

over the quarter. The

quarter over quarter decrease in NII Sensitivity

is largely attributed to Treasury hedging activity.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 35

Liquidity Risk

The risk of having insufficient cash or collateral

to meet financial obligations and an inability

to, in a timely manner, raise funding or monetize assets at

a non-

distressed price. Financial obligations can arise

from deposit withdrawals, debt maturities,

commitments to provide credit or liquidity

support or the need to pledge

additional collateral.

TD’S LIQUIDITY RISK APPETITE

TD follows a disciplined liquidity management

program,

which is subject to risk governance and oversight,

and is designed to maintain sufficient liquidity

to permit

the Bank to operate through a significant

liquidity event without relying on extraordinary

central bank assistance. The Bank

maintains access to a stable and

diversified funding base and aligns

its funding profile with that of the assets and

contingent obligations it supports.

WHO MANAGES LIQUIDITY RISK

The Risk Committee, the ALCO and

the Treasurer are accountable for the identification,

assessment, control, monitoring and oversight

of liquidity risk.

The Risk Committee regularly reviews the

Bank’s liquidity position and approves the Bank’s

Liquidity Risk Management Framework

biennially and related

policies annually.

The Bank’s ALCO is responsible for establishing

effective management structures and practices

to ensure appropriate measurement, management,

and

governance of liquidity risk.

The Global Liquidity & Funding (GLF)

Committee, a subcommittee of the ALCO

comprised of senior management from

Treasury, Wholesale Banking and Risk

Management, identifies and monitors the Bank’s liquidity

risks.

In addition to our committee oversight framework,

liquidity risk management activities

are subject to the three lines of defence governance

model. Treasury, the

first line of defence for the management of liquidity

risk, is subject to independent second line

challenge and oversight by Risk Management.

TD’s Internal Audit is

the third line of defence. The three lines of

defence are independent of the business

whose activities generate liquidity risks.

The Bank’s liquidity risk appetite and liquidity risk

management approach have not changed substantially

from that described in the Bank’s 2025 MD&A.

For a

complete discussion of liquidity risk,

refer to the “Liquidity Risk” section in the

Bank’s 2025 MD&A.

Liquid assets

The Bank’s unencumbered liquid assets could be

used to help address potential funding needs

arising from stress events. Liquid asset

eligibility considers

estimated stressed market values and

trading market depth, as well as operational,

legal, or other impediments to sale, rehypothecation

or pledging.

Assets held by the Bank to meet liquidity

requirements are summarized in the following

tables. The tables do not include assets held

within the Bank’s insurance

businesses as these are used to support insurance-specific

liabilities and capital requirements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 36

TABLE 32: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY

(millions of Canadian dollars, except as noted)

As at

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Encumbered

Unencumbered

liquid assets

transactions

liquid assets

liquid assets

liquid assets

1

January 31, 2026

Cash and central bank reserves

$

15,468

$

$

15,468

$

1,512

$

13,956

Obligations of government, federal agencies, public sector

entities,

and multilateral development banks

2

110,878

102,198

213,076

84,292

128,784

Equities

19,763

3,116

22,879

19,196

3,683

Other debt securities

6,381

6,396

12,777

9,548

3,229

Other securities

Total Canadian dollar-denominated

152,490

111,710

264,200

114,548

149,652

Cash and central bank reserves

86,866

86,866

167

86,699

Obligations of government, federal agencies, public sector

entities,

and multilateral development banks

219,926

141,965

361,891

172,280

189,611

Equities

72,501

54,546

127,047

62,067

64,980

Other debt securities

78,918

21,705

100,623

33,346

67,277

Other securities

28,706

2,811

31,517

9,375

22,142

Total non-Canadian dollar-denominated

486,917

221,027

707,944

277,235

430,709

Total

$

639,407

$

332,737

$

972,144

$

391,783

$

580,361

October 31, 2025

Total Canadian dollar

-denominated

$

155,500

$

128,048

$

283,548

$

124,734

$

158,814

Total non-Canadian

dollar-denominated

479,607

223,847

703,454

279,201

424,253

Total

$

635,107

$

351,895

$

987,002

$

403,935

$

583,067

1

Unencumbered liquid assets include on-balance sheet assets, assets borrowed or purchased under resale agreements,

and other off-balance sheet collateral received less encumbered

liquid assets.

2

Includes National Housing Act Mortgage-Backed Securities (NHA MBS).

Unencumbered liquid assets held in The

Toronto-Dominion Bank, its domestic and foreign subsidiaries, and branches

are summarized in the following

table.

TABLE 33: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

January 31

October 31

2026

2025

The Toronto-Dominion Bank (Parent)

$

251,248

$

257,722

Bank subsidiaries

300,963

306,961

Foreign branches

28,150

18,384

Total

$

580,361

$

583,067

The Bank’s

monthly average liquid assets for the quarters

ended January 31, 2026 and October 31,

2025, are summarized in the following table.

TABLE 34: SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY

(millions of Canadian dollars, except as noted)

Average for the three months ended

Securities

received as

collateral from

securities

financing and

Total

Bank-owned

derivative

liquid

Encumbered

Unencumbered

liquid assets

transactions

assets

liquid assets

liquid assets

1

January 31, 2026

Cash and central bank reserves

$

17,315

$

$

17,315

$

1,411

$

15,904

Obligations of government, federal agencies, public sector

entities, and multilateral development banks

2

113,942

104,359

218,301

88,169

130,132

Equities

20,459

3,175

23,634

18,590

5,044

Other debt securities

6,434

6,533

12,967

9,691

3,276

Other securities

Total Canadian dollar-denominated

158,150

114,067

272,217

117,861

154,356

Cash and central bank reserves

85,966

85,966

177

85,789

Obligations of government, federal agencies, public sector

entities, and multilateral development banks

218,923

156,405

375,328

184,750

190,578

Equities

70,541

53,719

124,260

62,173

62,087

Other debt securities

78,777

20,676

99,453

32,621

66,832

Other securities

33,863

1,858

35,721

8,889

26,832

Total non-Canadian dollar-denominated

488,070

232,658

720,728

288,610

432,118

Total

$

646,220

$

346,725

$

992,945

$

406,471

$

586,474

October 31, 2025

Total Canadian dollar

-denominated

$

157,515

$

118,748

$

276,263

$

120,942

$

155,321

Total non-Canadian

dollar-denominated

479,616

224,723

704,339

280,804

423,535

Total

$

637,131

$

343,471

$

980,602

$

401,746

$

578,856

1

Unencumbered liquid assets include on-balance sheet assets, assets borrowed or purchased under resale agreements,

and other off-balance sheet collateral received less encumbered

liquid assets.

2

Includes NHA MBS.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 37

Average unencumbered liquid assets held in

The Toronto-Dominion Bank,

its domestic and foreign subsidiaries,

and branches are summarized in the

following

table.

TABLE 35: SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES,

AND BRANCHES

(millions of Canadian dollars)

Average for the three months ended

January 31

October 31

2026

2025

The Toronto-Dominion

Bank (Parent)

$

259,779

$

250,998

Bank subsidiaries

300,135

305,921

Foreign branches

26,560

21,937

Total

$

586,474

$

578,856

ASSET ENCUMBRANCE

In the course of the Bank’s daily operations, assets

are pledged to obtain funding, support

trading and brokerage businesses, and participate

in clearing and/or

settlement systems. TD has pledging policies

in place that govern the amount of assets

we encumber, ensuring sufficient assets are available to meet liquidity

requirements. A summary of on- and off-balance

sheet encumbered and unencumbered assets

is presented as follows.

TABLE 36: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

Unencumbered

Total

Pledged as

Available as

Assets

Collateral

1

Other

2

Collateral

3

Other

4

January 31, 2026

Cash and due from banks

$

6,287

$

$

$

$

6,287

Interest-bearing deposits with banks

113,672

7,683

95,125

10,864

Securities, trading loans, and other

1,047,174

460,644

25,937

498,562

62,031

Derivatives

83,371

83,371

Loans, net of allowance for loan losses

931,368

44,744

104,354

64,249

718,021

Other assets

5

102,072

214

101,858

Total assets

$

2,283,944

$

513,285

$

130,291

$

657,936

$

982,432

October 31, 2025

Total assets

$

2,265,385

$

525,387

$

127,282

$

672,337

$

940,379

1

Pledged collateral refers to the portion of assets that are pledged through encumbering activities, such as repurchase agreements, securities lending, derivative contracts, and requirements associated

with participation in clearing houses and payment systems.

2

Includes assets supporting TD’s long-term funding activities such as asset securitization and issuance of covered bonds.

3

Represents assets that are readily available for use as collateral to generate funding or support collateral requirements. This category includes unencumbered loans backed by real estate that qualify as

eligible collateral in the Federal Home Loan Bank System.

4

Other unencumbered assets are not subject to any restrictions on their use to secure funding or as collateral but would not be considered immediately available.

5

Other assets include goodwill, other intangibles, land, buildings, equipment, other depreciable assets and right-of-use assets, deferred tax assets, amounts receivable from brokers, dealers, and clients,

and other assets on the balance sheet not reported in the above categories.

LIQUIDITY STRESS TESTING AND CONTINGENCY

FUNDING PLANS

In addition to the Bank’s internal liquidity stress

metric, the Bank performs liquidity

stress testing on multiple alternate scenarios.

These scenarios consist of a mix

of TD-specific and market-wide stress

events designed to evaluate the potential

impact of risk factors material to the

Bank’s risk profile. Liquidity risk assessments

are also part of the Bank’s Enterprise-Wide Stress

Testing program.

The Bank maintains CFPs for the enterprise

and material subsidiaries operating

in foreign jurisdictions. As they provide a

playbook for managing stressed

liquidity conditions, these plans are an integral

component of the Bank’s overall liquidity risk

management framework. The CFPs outline

different contingency

levels based on the severity and duration of

the liquidity event and identify recovery

actions appropriate for each level. To support operational readiness, CFPs

provide key steps required to implement

each recovery action. Regional CFPs identify

recovery actions to address region-specific

stress events. The actions and

governance structure outlined in the Bank’s

CFP are aligned with the Bank’s Crisis Management

Recovery Plan.

CREDIT RATINGS

Credit ratings may affect the Bank’s access to, and cost

of, raising funding and its ability to engage

in certain business activities on a

cost-effective basis. Credit

ratings and outlooks provided by rating agencies

reflect their views and methodologies and

are subject to change based on several

factors including the Bank’s

financial strength, competitive position,

and liquidity, as well as factors not entirely within the Bank’s control,

including conditions affecting the overall financial

services industry.

TABLE 37: CREDIT RATINGS

1

As at

January 31, 2026

Moody’s

S&P

Fitch

DBRS

Deposits/Counterparty

2

Aa1

A+

AA

AA

Legacy Senior Debt

3

Aa2

A+

AA

AA

Senior Debt

4

A2

A-

AA-

AA (low)

Covered Bonds

Aaa

AAA

AAA

Legacy Subordinated Debt – non-NVCC

A3

A-

A

A (high)

Tier 2 Subordinated Debt – NVCC

A3 (hyb)

BBB+

A

A (low)

AT1 Perpetual Debt – NVCC

Baa2 (hyb)

BBB-

BBB+

Limited Recourse Capital Notes – NVCC

Baa2 (hyb)

BBB-

BBB+

BBB (high)

Preferred Shares – NVCC

Baa2 (hyb)

BBB-

BBB+

Pfd-2

Short-Term Debt (Deposits)

P-1

A-1

F1+

R-1 (high)

Outlook

Stable

Stable

Negative

Stable

1

The above ratings are for The Toronto-Dominion

Bank legal entity. Subsidiaries’ ratings are available

on the Bank’s website at http://www.td.com/investor/credit.jsp. Credit

ratings are not

recommendations to purchase, sell, or hold a financial obligation in as much as they do not comment on market

price or suitability for a particular investor. Ratings are subject

to revision

or withdrawal at any time by the rating organization.

2

Represents Moody’s Long-Term

Deposits Ratings and Counterparty Risk Rating, S&P’s Issuer Credit Rating, Fitch’s

Long-Term Deposits Rating and DBRS

Long-Term Issuer Rating.

3

Includes (a) Senior debt issued prior to September 23, 2018; and (b) Senior debt issued on or after September

23, 2018, which is excluded from the bank recapitalization “bail-in” regime.

4

Subject to conversion under the bank recapitalization “bail-in”

regime.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 38

The Bank regularly reviews the level

of increased collateral its trading counterparties

would require in the event of a downgrade of

TD’s credit rating. The following

table presents the additional collateral that

could have been contractually required to be

posted to OTC derivative counterparties as

of the reporting date in the

event of one, two, and three-notch downgrades

of the Bank’s credit ratings.

TABLE 38: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES

1

(millions of Canadian dollars)

Average for the three months ended

January 31

October 31

2026

2025

One-notch downgrade

$

873

$

968

Two-notch downgrade

1,342

1,435

Three-notch downgrade

2,313

2,506

1

These collateral requirements are based on each OTC trading counterparty’s Credit Support Annex

and the Bank’s credit rating across applicable rating agencies.

LIQUIDITY COVERAGE RATIO (LCR)

The LCR is a Basel III standard designed to ensure

that banks have an adequate stock of unencumbered

HQLA, consisting of cash or assets that

can be

converted into cash, to meet their liquidity

needs for a 30-calendar day liquidity stress

scenario.

In accordance with OSFI’s LAR, the Bank

must maintain a minimum LCR of 100%,

except during periods of financial stress

when institutions are permitted to

use their stock of HQLA. The Bank’s LCR is

calculated according to the scenario

parameters in the LAR guideline, including

prescribed HQLA eligibility criteria and

haircuts, deposit run-off, and other outflow and

inflow rates. LCR-eligible HQLA consist

primarily of central bank reserves, sovereign-issued

or sovereign-

guaranteed securities, and high-quality

securities issued by non-financial entities.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 39

18

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 39: AVERAGE LIQUIDITY COVERAGE RATIO

1

(millions of Canadian dollars, except

as noted)

Average for the three months ended

January 31, 2026

Total unweighted

Total weighted

value (average)

2

value (average)

3

High-quality liquid assets

Total high-quality liquid assets

$

n/a

4

$

341,809

Cash outflows

Retail deposits and deposits from small business

customers, of which:

$

512,136

$

33,384

Stable deposits

268,789

8,064

Less stable deposits

243,347

25,320

Unsecured wholesale funding, of which:

401,551

194,417

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

151,468

35,617

Non-operational deposits (all counterparties)

225,074

133,791

Unsecured debt

25,009

25,009

Secured wholesale funding

n/a

56,000

Additional requirements, of which:

392,289

139,555

Outflows related to derivative exposures and

other collateral requirements

85,605

75,186

Outflows related to loss of funding on debt products

12,007

12,007

Credit and liquidity facilities

294,677

52,362

Other contractual funding obligations

19,894

10,423

Other contingent funding obligations

872,798

13,283

Total cash outflows

$

n/a

$

447,062

Cash inflows

Secured lending

$

301,365

$

61,426

Inflows from fully performing exposures

26,681

12,153

Other cash inflows

124,014

124,014

Total cash inflows

$

452,060

$

197,593

Average for the three months ended

January 31, 2026

October 31, 2025

Total adjusted

Total adjusted

value

value

Total high-quality liquid assets

$

341,809

$

346,383

Total net cash outflows

249,469

265,844

Liquidity coverage ratio

137

%

130

%

1

The LCR is calculated in accordance with OSFI’s LAR guideline, which is reflective of liquidity-related

requirements published by the BCBS. The LCR for the quarter ended

January 31, 2026

is calculated as an average of the 61 daily data points in the quarter.

2

Unweighted inflow and outflow values are outstanding balances maturing or callable within 30 days.

3

Weighted values are calculated after the application of respective HQLA haircuts or inflow and outflow

rates, and caps as prescribed by the OSFI LAR guideline.

4

Not applicable as per the LCR common disclosure template.

The Bank’s average LCR was 137%

for the quarter ended January 31,

2026 and continues to meet regulatory

requirements

.

The Bank holds a variety of liquid assets

commensurate with its liquidity needs.

Most of these liquid assets also qualify as

HQLA under the OSFI LAR guideline.

The Bank’s Level 1 assets for the quarter ended

January 31, 2026, as calculated according

to OSFI LAR and the BCBS LCR requirements,

represent 86% of total

HQLA (October 31, 2025 – 86%).

In accordance with the OSFI LAR guideline,

the Bank’s reported HQLA excludes excess HQLA

from U.S. Banking operations to

reflect liquidity transfer considerations between

U.S. Banking and affiliates as a result of the U.S.

Federal Reserve Board’s regulations. By excluding

excess

HQLA, the U.S. Banking LCR is effectively capped

at 100% prior to total Bank consolidation.

As described in the “How TD Manages Liquidity

Risk” section of the Bank’s 2025 MD&A, the Bank

manages its HQLA and other liquidity buffers to

the higher of

TD’s internal 90-day surplus requirement and its

target buffers over regulatory requirements including

those for LCR, NSFR, and the Net Cumulative

Cash Flow

metrics.

18

The Bank’s expectations regarding liquidity levels are based on the Bank’s assumptions

regarding certain factors, including product growth, strategic plans,

and pace of share

repurchases under the Bank’s normal course issuer bid (which is subject to financial forecasts and capital

requirements). The Bank’s assumptions are subject to inherent uncertainties

and may vary based on factors both within and outside the Bank’s control, including general market conditions,

economic outlook and geopolitical matters. Refer to the “Risk Factors

That May Affect Future Results” section of this document for additional information about risks and uncertainties

that may impact the Bank’s estimates.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 40

NET STABLE

FUNDING RATIO (NSFR)

The NSFR is a Basel III metric calculated as

the ratio of total available stable funding

(ASF) to total required stable funding (RSF).

The Bank must maintain an

NSFR equal to or above 100% in accordance

with the LAR guideline. The Bank’s ASF comprises

the Bank’s liability and capital instruments

(including deposits

and wholesale funding). The assets that require

stable funding are a function of the Bank’s on and

off-balance sheet activities,

their liquidity characteristics, and

OSFI’s LAR guideline requirements.

TABLE 40: NET STABLE FUNDING RATIO

1

(millions of Canadian dollars, except

as noted)

As at

January 31, 2026

Unweighted value by residual maturity

6 months to

No

Less than

less than

More than

Weighted

maturity

2

6 months

1 year

1 year

value

3

Available Stable Funding Item

Capital

$

121,525

$

n/a

$

n/a

$

5,504

$

127,029

Regulatory capital

121,525

n/a

n/a

5,504

127,029

Other capital instruments

n/a

n/a

n/a

Retail deposits and deposits from small business

customers:

467,152

73,276

32,821

28,715

558,938

Stable deposits

254,686

29,087

14,037

13,983

296,902

Less stable deposits

212,466

44,189

18,784

14,732

262,036

Wholesale funding:

269,400

459,409

84,942

238,343

458,145

Operational deposits

119,791

2,580

1

61,186

Other wholesale funding

149,610

456,829

84,941

238,343

396,959

Liabilities with matching interdependent assets

4

1,487

2,032

37,109

Other liabilities:

45,827

96,297

8,087

NSFR derivative liabilities

n/a

8,891

n/a

All other liabilities and equity not included

in the above categories

45,827

77,844

2,949

6,613

8,087

Total Available Stable Funding

$

1,152,199

Required Stable Funding Item

Total NSFR high-quality liquid assets

$

n/a

$

n/a

$

n/a

$

n/a

$

61,166

Deposits held at other financial institutions for

operational purposes

Performing loans and securities

136,722

309,423

126,521

667,975

793,885

Performing loans to financial institutions

secured by Level 1 HQLA

79,004

5,307

215

9,592

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

99,858

9,482

13,956

29,537

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

41,477

60,842

46,181

294,724

343,377

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

Performing residential mortgages, of which:

37,352

65,100

62,076

283,196

292,943

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

37,352

65,100

62,076

283,196

292,943

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

57,892

4,618

3,474

75,886

118,437

Assets with matching interdependent liabilities

4

3,094

2,701

34,834

Other assets:

83,596

147,491

119,005

Physical traded commodities, including gold

30,963

n/a

n/a

n/a

26,908

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

21,577

18,341

NSFR derivative assets

n/a

8,653

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

24,788

1,239

All other assets not included in the above

categories

52,633

82,539

2,028

7,905

72,516

Off-balance sheet items

n/a

865,140

31,331

Total Required Stable Funding

$

1,005,388

Net Stable Funding Ratio

115

%

As at

October 31, 2025

Total Available Stable Funding

$

1,174,124

Total Required Stable Funding

1,003,524

Net Stable Funding Ratio

117

%

1

The NSFR is calculated in accordance with OSFI’s LAR guideline, which is reflective of liquidity-related

requirements published by the BCBS.

2

Items in the “no maturity” time bucket do not have a stated maturity. These

may include, but are not limited to, items such as capital with perpetual maturity,

non-maturity deposits, short

positions, open maturity positions, non-HQLA equities, and physical traded commodities.

3

Weighted values are calculated after the application of respective NSFR weights, as prescribed by the

OSFI LAR guideline.

4

Interdependent asset and liability items are deemed by OSFI to be interdependent and have RSF and ASF risk factors

adjusted to zero. Interdependent liabilities cannot fall due while the

asset is still on balance sheet, cannot be used to fund any other assets and principal payments from the asset cannot

be used for anything other than repaying the liability.

As such, the

only interdependent assets and liabilities that qualify for this treatment at the Bank are the liabilities arising from the

Canada Mortgage Bonds Program and their corresponding

encumbered assets.

The Bank’s NSFR for the quarter ended January

31, 2026 is 115%

(October 31, 2025 – 117%), representing a surplus of $147 billion

and adhering to regulatory

requirements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 41

FUNDING

The Bank has access to a variety of unsecured

and secured funding sources. The Bank’s

funding activities are conducted in accordance

with liquidity risk

management policies that require assets be

funded to the appropriate term and to a prudent

diversification profile.

The Bank’s primary approach to funding is

to maximize the use of deposits raised through

its personal,

wealth and business banking channels.

The deposits

raised from these sources were approximately

62

% (October 31, 2025 –

64

%) of the Bank’s total funding. Non-personal

deposit funding as reflected below does

not include the Bank’s Wholesale Banking deposits

(including Corporate & Investment Banking).

TABLE 41: SUMMARY OF DEPOSIT FUNDING

(millions of Canadian dollars)

As at

January 31

October 31

2026

2025

Personal

$

638,426

$

650,396

Non-personal

305,646

316,319

Total

$

944,072

$

966,715

WHOLESALE FUNDING

The Bank maintains various registered external

wholesale term (greater than 1 year) funding

programs to provide access to diversified

funding sources, including

asset securitization, covered bonds, and

unsecured wholesale debt. The Bank raises

term funding through Senior Notes, NHA

MBS, notes backed by credit card

receivables (Evergreen Credit Card Trust) and home equity

lines of credit (Genesis Trust II). The Bank’s wholesale

funding is diversified by geography, currency,

and funding types. The Bank raises short-term

(1 year or less) funding using certificates

of deposit, and commercial paper.

The following table summarizes the registered

term funding and capital programs by geography, with the related

program size as at January 31, 2026.

Canada

United States

Europe

Capital Securities Program ($20 billion)

Canadian Senior Medium-Term Linked Notes

Program ($5 billion)

HELOC ABS Program (Genesis Trust II) ($7

billion)

U.S. SEC (F-3) Registered Capital and

Debt

Program (US$75 billion)

U.K. Financial Conduct Authority (FCA) Registered

Legislative Covered Bond Program ($100 billion)

FCA Registered Global Medium-Term Note Program

(US$40 billion)

Non-Registered Structured Global Medium-Term

Linked Notes Program (US$20 billion)

The following table presents a breakdown of

the Bank’s term debt by currency and funding

type. Term funding as at January 31,

2026, was $191.9 billion

(October 31, 2025

– $192.0 billion).

Note that Table 42: Long-Term Funding and Table

43: Wholesale Funding do not include

any funding accessed via repurchase transactions

or securities financing.

TABLE 42: LONG-TERM FUNDING

1

As at

January 31

October 31

Long-term funding by currency

2026

2025

Canadian dollar

25

%

26

%

U.S. dollar

32

33

Euro

33

32

British pound

5

4

Other

5

5

Total

100

%

100

%

Long-term funding by type

Senior unsecured medium-term notes

52

%

53

%

Covered bonds

38

37

Mortgage securitization

2

8

8

Term asset-backed securities

2

2

Total

100

%

100

%

1

The table includes secured and unsecured,

senior and subordinated notes – excluding

structured notes and commercial paper – issued

to external investors with

an original term-to-maturity of greater than

one year.

2

Mortgage securitization excludes the residential

mortgage trading business.

The Bank maintains depositor concentration

limits in respect of short-term wholesale

deposits so that it is not overly reliant

on individual depositors for funding.

The Bank further limits short-term wholesale

funding maturity concentration in an effort to

mitigate refinancing risk during a stress event.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 42

The following table represents the remaining

maturity of various sources of funding outstanding

as at January 31, 2026 and October 31, 2025.

TABLE 43: WHOLESALE FUNDING

(millions of Canadian dollars)

As at

January 31

October 31

2026

2025

Less than

1 to 3

3 to 6

6 months

Up to 1

Over 1 to

Over

1 month

months

months

to 1 year

year

2 years

2 years

Total

Total

Deposits from banks

1

$

1,735

$

516

$

216

$

860

$

3,327

$

$

$

3,327

$

2,738

Bearer deposit notes

603

5,569

1,249

461

7,882

7,882

5,732

Certificates of deposit

13,643

27,298

21,943

36,933

99,817

21

99,838

90,513

Commercial paper

15,021

19,898

17,527

6,519

58,965

58,965

53,759

Covered bonds

10,028

3,420

9,710

23,158

19,851

29,523

72,532

70,558

Mortgage securitization

2

33

673

1,423

2,301

4,430

4,075

31,915

40,420

40,124

Legacy senior unsecured medium-term

notes

3

117

1,340

1,457

1,457

1,455

Senior unsecured medium-term notes

4

2,772

6,340

9,910

19,022

26,595

54,144

99,761

100,681

Subordinated notes and debentures

5

10,642

10,642

10,733

Term asset-backed

securitization

1,640

2,214

3,257

5,523

12,634

1,311

1,454

15,399

15,702

Other

6

47,430

6,776

1,073

2,230

57,509

2,279

3,924

63,712

47,820

Total

$

80,222

$

75,744

$

57,788

$

74,447

$

288,201

$

54,132

$

131,602

$

473,935

$

439,815

Of which:

Secured

$

1,673

$

16,993

$

8,100

$

17,534

$

44,300

$

25,238

$

62,894

$

132,432

$

126,388

Unsecured

78,549

58,751

49,688

56,913

243,901

28,894

68,708

341,503

313,427

Total

$

80,222

$

75,744

$

57,788

$

74,447

$

288,201

$

54,132

$

131,602

$

473,935

$

439,815

1

Only includes fixed-term commercial bank deposits.

2

Includes mortgage-backed securities (MBS) issued to external investors and Wholesale Banking residential mortgage

trading business.

3

Includes a) senior debt issued prior to September 23, 2018; and b) senior debt issued on or after September 23,

2018 which is excluded from the bank recapitalization “bail-in” regime,

including debt with an original term-to-maturity of less than 400 days.

4

Comprised of senior debt subject to conversion under the bank recapitalization “bail-in”

regime. Excludes $2.6 billion of structured notes subject to conversion under the “bail-in”

regime (October 31, 2025 – $3.3 billion).

5

Subordinated notes and debentures are not considered wholesale funding as they may be raised primarily for capital

management purposes.

6

Includes fixed-term deposits from non-bank institutions (unsecured) of $36.8 billion (October 31, 2025 – $26.9

billion) and the remaining are non-term deposits.

Excluding the Wholesale Banking residential

mortgage trading business, the Bank’s total

mortgage-backed securities issued to external

investors for the three

months ended January 31, 2026, were $1.1

billion (three months ended January 31, 2025

– $1.0 billion) and other asset-backed

securities issued for the three

months ended January 31, 2026, were nil (three

months ended January 31,

2025 – $0.2

billion). The Bank also issued $6.4 billion

of unsecured medium-term

notes for the three months ended January

31, 2026

(three months ended January 31, 2025 –

$10.8 billion). Covered bonds issued

for the three months ended

January 31, 2026

were $2.3 billion (three months ended January

31, 2025

– nil).

MATURITY ANALYSIS OF ASSETS, LIABILITIES, AND OFF-BALANCE SHEET COMMITMENTS

The following table summarizes on-balance

sheet and off-balance sheet categories by remaining

contractual maturity. The values of credit instruments reported in

the following table represent the maximum amount

of additional credit that the Bank could

be obligated to extend should such instruments

be fully drawn or

utilized. Since a significant portion of guarantees

and commitments are expected to expire

without being drawn upon, the total of the

contractual amounts is not

representative of expected future liquidity requirements.

These contractual obligations have an impact

on the Bank’s short-term and long-term liquidity

and capital

resource needs.

The maturity analysis presented does not depict

the degree of the Bank’s maturity transformation or

the Bank’s exposure to interest rate and liquidity risk.

The

Bank’s objective is to fund its assets appropriately

to protect against borrowing cost volatility

and potential reductions to funding market

availability. The Bank

utilizes stable non-maturity deposits (chequing

and savings accounts) and term deposits

as the primary source of long-term funding

for the Bank’s non-trading

assets including personal and business

term loans and the stable balance of revolving

lines of credit. Additionally, the Bank issues long-term funding in

respect of

such non-trading assets and raises short

term funding primarily to finance trading assets.

The liquidity of trading assets under stressed

market conditions is

considered when determining the appropriate

term of the funding.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 43

TABLE 44: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

January 31, 2026

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 years

5 years

maturity

Total

Assets

Cash and due from banks

$

6,287

$

$

$

$

$

$

$

$

$

6,287

Interest-bearing deposits with banks

110,870

583

206

2,013

113,672

Trading loans, securities, and other

1

3,308

6,034

7,188

2,556

3,604

11,709

34,863

32,647

132,979

234,888

Non-trading financial assets at fair value through

profit or loss

521

5

2

552

3,259

1,851

2,235

8,425

Derivatives

10,414

14,640

7,753

5,911

6,370

11,649

17,638

8,996

83,371

Financial assets designated at fair value through

profit or loss

408

257

625

224

329

1,328

3,289

578

7,038

Financial assets at fair value through other comprehensive

income

1,785

2,732

5,455

5,839

3,172

6,695

50,444

48,444

3,306

127,872

Debt securities at amortized cost, net of allowance

for credit losses

1,574

4,092

9,228

5,941

4,394

39,753

60,544

108,745

(1)

234,270

Securities purchased under reverse repurchase

agreements

2

160,563

33,191

17,136

7,484

3,445

403

700

3

222,925

Loans

Residential mortgages

5,379

11,830

18,504

22,643

16,498

74,375

110,524

48,398

308,151

Consumer instalment and other personal

1,624

3,873

8,194

6,551

5,488

32,888

103,033

37,746

67,233

266,630

Credit card

41,070

41,070

Business and government

67,097

15,673

17,375

16,585

15,415

38,638

90,684

55,595

34,139

351,201

Total loans

74,100

31,376

44,073

45,779

37,401

145,901

304,241

141,739

142,442

967,052

Allowance for loan losses

(8,566)

(8,566)

Loans, net of allowance for loan losses

74,100

31,376

44,073

45,779

37,401

145,901

304,241

141,739

133,876

958,486

Goodwill

3

18,472

18,472

Other intangibles

3

3,437

3,437

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

3

2

4

7

15

66

697

3,230

5,894

9,915

Deferred tax assets

4,983

4,983

Amounts receivable from brokers, dealers, and clients

37,015

37,015

Other assets

5,431

4,441

1,120

615

494

203

494

497

14,955

28,250

Total assets

$

411,755

$

97,348

$

93,309

$

74,361

$

59,226

$

218,259

$

476,169

$

346,727

$

322,152

$

2,099,306

Liabilities

Trading deposits

$

2,154

$

7,618

$

3,793

$

4,731

$

5,009

$

7,361

$

8,211

$

3,451

$

$

42,328

Derivatives

13,868

13,526

9,728

5,681

5,691

8,527

17,318

9,156

83,495

Securitization liabilities at fair value

33

485

1,061

742

605

2,508

14,566

5,399

25,399

Financial liabilities designated at

fair value through profit or loss

71,453

56,421

48,410

29,282

19,378

3

290

225,237

Deposits

4,5

Personal

15,434

24,951

25,720

19,759

17,493

16,699

12,407

1

505,962

638,426

Banks

10,149

4,179

48

1

2

10,150

24,529

Business and government

21,121

27,199

17,904

10,590

15,004

47,910

52,756

34,511

355,194

582,189

Total deposits

46,704

56,329

43,624

30,397

32,497

64,610

65,165

34,512

871,306

1,245,144

Obligations related to securities sold short

1

2,494

1,769

946

1,236

634

6,283

12,660

12,116

3,317

41,455

Obligations related to securities sold under repurchase

agreements

2

187,630

20,130

5,136

707

95

44

40

213,782

Securitization liabilities at amortized cost

188

362

568

387

1,566

5,195

6,755

15,021

Amounts payable to brokers, dealers, and clients

29,328

29,328

Insurance-related liabilities

222

411

617

617

650

1,196

1,994

856

807

7,370

Other liabilities

8,261

2,564

2,266

1,372

2,814

2,455

1,513

5,713

7,551

34,509

Subordinated notes and debentures

10,642

10,642

Equity

125,596

125,596

Total liabilities and equity

$

362,147

$

159,441

$

115,943

$

75,333

$

67,760

$

94,550

$

126,665

$

88,600

$

1,008,867

$

2,099,306

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

12,183

$

40,416

$

36,226

$

24,027

$

25,417

$

51,621

$

176,008

$

4,861

$

1,896

$

372,655

Other commitments

8

118

207

323

228

369

879

2,618

302

12

5,056

Unconsolidated structured entity commitments

233

1,286

3,385

751

3,411

6,180

2,046

17,292

Total off-balance sheet commitments

$

12,534

$

41,909

$

39,934

$

25,006

$

29,197

$

58,680

$

180,672

$

5,163

$

1,908

$

395,003

1

Amount has been recorded according to the remaining contractual maturity of the underlying security.

2

Certain contracts considered short-term are presented in ‘less than 1 month’ category.

3

Certain non-financial assets have been recorded as having ‘no specific maturity’.

4

As the timing of demand deposits and notice deposits is non-specific and callable by the depositor,

obligations have been included as having ‘no specific maturity’.

5

Includes $

73

billion of covered bonds with remaining contractual maturities of $

10

billion in ‘over 1 months to 3 months’, $

3

billion in ‘over 3 months to 6 months’, $

5

billion in ‘over 6

months to 9 months’, $

5

billion in ‘over 9 months to 1 year’, $

20

billion in ‘over 1 to 2 years’, $

22

billion in ‘over 2 to 5 years’, and $

8

billion in ‘over 5 years’.

6

Includes $

531

million in commitments to extend credit to private equity investments.

7

Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable

at the Bank’s discretion at any time.

8

Includes various purchase commitments as well as commitments for leases not yet commenced, and lease-related

payments.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 44

TABLE 44: REMAINING CONTRACTUAL MATURITY

(continued)

(millions of Canadian dollars)

As at

October 31, 2025

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 years

5 years

maturity

Total

Assets

Cash and due from banks

$

7,512

$

$

$

$

$

$

$

$

$

7,512

Interest-bearing deposits with banks

106,857

724

39

1,797

109,417

Trading loans, securities, and other

1

4,243

5,867

5,219

3,647

4,107

10,100

33,372

31,052

122,529

220,136

Non-trading financial assets at fair value through

profit or loss

74

332

2,939

1,873

2,177

7,395

Derivatives

10,478

12,594

7,269

4,638

5,006

11,761

17,913

13,313

82,972

Financial assets designated at fair value through

profit or loss

271

226

543

649

251

1,396

2,715

935

6,986

Financial assets at fair value through other comprehensive

income

1,959

4,006

3,698

3,802

6,061

6,002

48,054

49,739

3,048

126,369

Debt securities at amortized cost, net of allowance

for credit losses

4,850

3,768

5,670

7,152

3,992

28,954

70,952

115,102

(1)

240,439

Securities purchased under reverse repurchase

agreements

2

164,872

40,541

28,394

6,906

4,840

786

739

247,078

Loans

Residential mortgages

3,463

7,240

16,334

25,284

23,462

78,900

112,140

48,240

315,063

Consumer instalment and other personal

1,115

2,652

6,373

9,240

7,052

31,673

96,668

37,975

66,285

259,033

Credit card

41,662

41,662

Business and government

59,741

12,360

13,577

17,631

17,491

44,950

89,699

56,975

33,519

345,943

Total loans

64,319

22,252

36,284

52,155

48,005

155,523

298,507

143,190

141,466

961,701

Allowance for loan losses

(8,689)

(8,689)

Loans, net of allowance for loan losses

64,319

22,252

36,284

52,155

48,005

155,523

298,507

143,190

132,777

953,012

Goodwill

3

18,980

18,980

Other intangibles

3

3,409

3,409

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

3

3

2

4

10

86

679

3,333

6,015

10,132

Deferred tax assets

5,388

5,388

Amounts receivable from brokers, dealers, and clients

27,345

27,345

Other assets

5,207

2,630

3,076

521

485

199

412

507

14,951

27,988

Total assets

$

397,913

$

92,611

$

90,194

$

79,548

$

72,757

$

215,139

$

476,282

$

359,044

$

311,070

$

2,094,558

Liabilities

Trading deposits

$

3,346

$

4,147

$

5,288

$

2,790

$

4,967

$

6,314

$

7,931

$

3,099

$

$

37,882

Derivatives

10,690

13,350

8,930

7,039

4,359

8,034

15,169

11,785

79,356

Securitization liabilities at fair value

1,096

570

1,069

739

2,248

13,667

5,894

25,283

Financial liabilities designated at

fair value through profit or loss

48,996

46,231

57,600

26,665

17,192

652

3

296

197,635

Deposits

4,5

Personal

15,300

30,652

24,351

17,289

19,285

17,296

12,784

2

513,437

650,396

Banks

15,232

96

56

49

2

2

11,796

27,233

Business and government

18,548

20,498

19,236

15,276

10,272

51,067

56,791

32,004

365,783

589,475

Total deposits

49,080

51,246

43,643

32,565

29,606

68,365

69,577

32,006

891,016

1,267,104

Obligations related to securities sold short

1

2,677

575

1,304

1,647

1,245

6,351

14,346

12,879

2,771

43,795

Obligations related to securities sold under repurchase

agreements

2

196,625

20,970

3,017

237

114

164

23

221,150

Securitization liabilities at amortized cost

719

182

367

567

1,602

5,104

6,300

14,841

Amounts payable to brokers, dealers, and clients

27,434

27,434

Insurance-related liabilities

215

405

607

608

641

1,137

1,508

1,288

869

7,278

Other liabilities

5,198

6,600

2,535

1,628

922

2,380

2,024

5,944

7,009

34,240

Subordinated notes and debentures

10,733

10,733

Equity

127,827

127,827

Total liabilities and equity

$

344,261

$

145,339

$

123,676

$

74,615

$

60,352

$

97,247

$

129,352

$

89,928

$

1,029,788

$

2,094,558

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

16,424

$

45,279

$

31,734

$

23,774

$

23,268

$

49,354

$

174,265

$

3,658

$

1,990

$

369,746

Other commitments

8

131

233

271

325

246

931

2,864

376

12

5,389

Unconsolidated structured entity commitments

1,312

1,004

1,855

3,143

1,787

7,012

2,930

19,043

Total off-balance sheet commitments

$

17,867

$

46,516

$

33,860

$

27,242

$

25,301

$

57,297

$

180,059

$

4,034

$

2,002

$

394,178

1

Amount has been recorded according to the remaining contractual maturity of the underlying security.

2

Certain contracts considered short-term are presented in ‘less than 1 month’ category.

3

Certain non-financial assets have been recorded as having ‘no specific maturity’.

4

As the timing of demand deposits and notice deposits is non-specific and callable by the depositor,

obligations have been included as having ‘no specific maturity’.

5

Includes $

70

billion of covered bonds with remaining contractual maturities of $

10

billion in ‘over 3 months to 6 months’, $

4

billion in ‘over 6 months to 9 months’, $

5

billion in ‘over 9

months to 1 year’, $

24

billion in ‘over 1 to 2 years’, $

19

billion in ‘over 2 to 5 years’, and $

8

billion in ‘over 5 years’.

6

Includes $

623

million in commitments to extend credit to private equity investments.

7

Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable

at the Bank’s discretion at any time.

8

Includes various purchase commitments as well as commitments for leases not yet commenced, and lease-related

payments.

REGULATORY DEVELOPMENTS CONCERNING LIQUIDITY AND FUNDING

In May 2025, OSFI released draft guidelines

for its 2026 proposed amendments to LAR

for public consultation. Proposals introduce deposit

categorizations for

measuring liquidity risks from structured

notes and deposits sourced through non-bank

financial intermediaries and clarify expectations

for instruments with

contingent features and/or uncertain maturity

profiles, particularly in relation to their early

redemption characteristics and associated

liquidity implications. Finalized

rules were set in January 2026 for implementation

in May 2026.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 45

ISSB – IFRS S1 and IFRS S2

In March 2025, OSFI released updates to

Guideline B-15 to ensure continued interoperability

with the requirements of the final Canadian Sustainability

Standards

Board (CSSB) standards. Key updates include

postponing the implementation date

for industry-based metrics and Scope

3 GHG emissions disclosures from fiscal

year end 2025 to 2028. The Bank’s 2025 annual

sustainability report suite will incorporate

the phased-in cross-industry metrics requirements,

effective for

October 31, 2025.

In April 2025, the Canadian Securities Administrators

(CSA) announced that it is pausing work

on the development of a new mandatory

climate-related disclosure

rule that is based on the two standards issued

by the CSSB. The CSSB standards were

released in December 2024 and are based

on the international

sustainability standards issued by the International

Sustainability Standards Board (ISSB).

They set out the disclosure requirements for

financially material

information about sustainability and climate-related

risks and opportunities to meet investor

information needs. For these standards

to become mandatory

requirements in Canada, they would need

to be incorporated into a CSA rule. The Bank

continues to assess the impact of adopting these

standards and to monitor

developments from various standard setters

and regulators.

SECURITIZATION AND

OFF-BALANCE SHEET ARRANGEMENTS

The Bank enters into securitization and off-balance

sheet arrangements in the normal course of

operations. The Bank is involved with

structured entities (SEs) that

it sponsors, as well as entities sponsored

by third parties. Refer to “Securitization and

Off-Balance Sheet Arrangements”

section, Note 9: Transfers of Financial

Assets and Note 10: Structured Entities of

the Bank’s 2025 Annual Report for further details.

There have been no significant changes

to the Bank’s securitization

and off-balance sheet arrangements during the quarter

ended January 31, 2026.

Securitization of Third-Party Originated

Assets

Significant Unconsolidated Special Purpose

Entities

The Bank securitizes third-party originated

assets through Bank-sponsored SEs, including

its multi-seller conduits which are not consolidated.

Multi-seller conduits

securitize third-party originated assets.

The Bank administers multi-seller conduits

and provides liquidity facilities as well as

securities distribution services; it may

also provide credit enhancements. TD’s total potential

exposure to loss through the provision

of liquidity facilities for multi-seller conduits

was $56.5 billion as at

January 31, 2026

(October 31, 2025

– $57.5 billion). As at January 31, 2026, the Bank

had funded exposure of $39.2 billion under

such liquidity facilities relating to

outstanding issuances of asset-backed

commercial paper (ABCP)

(October 31, 2025

– $38.5 billion).

ACCOUNTING POLICIES AND ESTIMATES

The Bank’s

unaudited Interim Consolidated Financial

Statements have been prepared in accordance

with IFRS. For details of the Bank’s

accounting policies under

IFRS, refer to Note 2 of the Bank’s first quarter

2026 Interim Consolidated Financial Statements

and 2025

Annual Consolidated Financial Statements.

For details

of the Bank’s significant accounting judgments,

estimates, and assumptions under IFRS,

refer to Note 3 of the Bank’s first quarter

2026 Interim Consolidated

Financial Statements and the Bank’s 2025

Annual Consolidated Financial Statements.

CURRENT CHANGES IN ACCOUNTING

POLICIES

There were no new accounting policies adopted

by the Bank for the three months ended

January 31, 2026.

ACCOUNTING JUDGMENTS, ESTIMATES,

AND ASSUMPTIONS

The estimates used in the Bank’s accounting

policies are essential to understanding its

results of operations and financial condition.

Some of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a materially adverse impact

on the Bank’s Interim Consolidated Financial Statements.

The Bank has

established procedures to ensure that accounting

policies are applied consistently and that

the processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner.

Impairment – Expected Credit Loss Model

The ECL model requires the application of judgments,

estimates,

and assumptions in the assessment of the

current and forward-looking economic

environment.

There remains elevated economic uncertainty, and management

continues to exercise expert credit judgment

in assessing if an exposure has experienced

significant increase in credit risk since initial

recognition and in determining the amount

of ECLs at each reporting date. To the extent that certain effects are not

fully incorporated into the model calculations,

temporary quantitative and qualitative adjustments

have been applied,

including for risks related to elevated

uncertainty associated with policy and trade,

and such adjustments will be updated as appropriate

in future periods.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new accounting standards

or amendments issued during the three

months ended January 31, 2026. Refer to Note

4 of the Bank’s 2025 Annual

Consolidated Financial Statements for a description

of future changes in accounting policies.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL

REPORTING

During the most recent interim period, there

have been no changes in the Bank’s policies and

procedures and other processes that

comprise its internal control

over financial reporting, that have materially affected,

or are reasonably likely to materially

affect, the Bank’s internal control over financial

reporting. Refer to

Note 2 and Note 3 of the Bank’s first quarter

2026 Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to accounting

policies, procedures, and estimates.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 46

GLOSSARY

FINANCIAL AND BANKING TERMS

Adjusted Results:

Non-GAAP financial measures

used to assess each of the

Bank’s businesses and to measure the Bank’s overall

performance. To arrive at

adjusted results, the Bank adjusts for “items

of note”, from reported results. The

items of note relate to items which management

does not believe are indicative

of underlying business performance.

Allowance for Credit Losses:

Represent expected credit losses (ECLs)

on

financial assets, including any off-balance sheet

exposures, at the balance

sheet date. Allowance for credit losses consists

of Stage 3 allowance for

impaired financial assets and Stage 2 and

Stage 1 allowance for performing

financial assets and off-balance sheet instruments.

The allowance is increased

by the provision for credit losses,

decreased by write-offs net of recoveries and

disposals,

and impacted by foreign exchange.

Amortized Cost:

The amount at which a financial asset or

financial liability is

measured at initial recognition minus principal

repayments, plus or minus the

cumulative amortization, using EIRM, of any

differences between the initial

amount and the maturity amount, and

minus any reduction for impairment.

Assets under Administration (AUA):

Assets that are beneficially owned by

customers where the Bank provides services

of an administrative nature, such

as the collection of investment income and

the placing of trades on behalf of the

clients (where the client has made his or

her own investment selection). The

majority of these assets are not reported on

the Bank’s Consolidated Balance

Sheet.

Assets under Management (AUM):

Assets that are beneficially owned by

customers, managed by the Bank, where

the Bank has discretion to make

investment selections on behalf of the

client (in accordance with an investment

policy). In addition to the TD family of mutual

funds, the Bank manages assets

on behalf of individuals, pension funds, corporations,

institutions, endowments

and foundations. These assets are not reported

on the Bank’s Consolidated

Balance Sheet. Some assets under management

that are also administered by

the Bank are included in assets under administration.

Asset-Backed Commercial Paper (ABCP):

A form of commercial paper that is

collateralized by other financial assets.

Institutional investors usually purchase

such instruments in order to diversify their assets

and generate short-term

gains.

Asset-Backed Securities (ABS):

A security whose value and income

payments are derived from and collateralized

(or “backed”) by a specified pool

of underlying assets.

Average Common Equity:

Average common equity for the business

segments

reflects the average allocated capital. The

Bank’s methodology for allocating

capital to its business segments is largely aligned

with the common equity

capital requirements under Basel III.

Average Interest-Earning Assets:

A non-GAAP financial measure that depicts

the Bank’s financial position, and is calculated

as the average carrying value of

deposits with banks, loans and securities based

on daily balances for the period

ending October 31 in each fiscal year.

Basic Earnings per Share (EPS):

A performance measure calculated by

dividing net income available to common

shareholders by the weighted average

number of common shares outstanding

for the period. Adjusted basic EPS is

calculated in the same manner using adjusted

net income.

Basis Points

(bps):

A unit equal to 1/100 of 1%. Thus, a 1%

change is equal to

100 basis points.

Book Value per Share:

A measure calculated by dividing common

shareholders’

equity by number of common shares at the

end of the period.

Carrying Value:

The value at which an asset or liability

is carried at on the

Consolidated Balance Sheet.

Catastrophe Claims:

Insurance claims that relate to any single

event that

occurred in the period, for which the aggregate

insurance claims are equal to

or greater than an internal threshold of $5

million before reinsurance. The

Bank’s internal threshold may change from time

to time.

Collateralized Mortgage Obligation (CMO):

They are collateralized debt

obligations consisting of mortgage-backed

securities that are separated and

issued as different classes of mortgage pass-through

securities with different

terms, interest rates, and risks. CMOs by private

issuers are collectively

referred to as non-agency CMOs.

Common Equity Tier 1 (CET1) Capital:

This is a primary Basel III capital

measure comprised mainly of common equity, retained earnings and

qualifying

non-controlling interest in subsidiaries. Regulatory

deductions made to arrive

at the CET1 Capital include goodwill

and intangibles, unconsolidated

investments in banking, financial, and insurance

entities, deferred tax assets,

defined benefit pension fund assets, and

shortfalls in allowances.

Common Equity Tier 1 (CET1) Capital Ratio:

CET1 Capital ratio represents

the predominant measure of capital adequacy

under Basel III

and equals CET1 Capital divided by RWA.

Compound Annual Growth Rate (CAGR):

A measure of growth over multiple

time periods from the initial investment value

to the ending investment value

assuming that the investment has been compounding

over the time period.

Credit Valuation Adjustment (CVA):

CVA represents a capital charge that

measures credit risk due to default of derivative

counterparties. This charge

requires banks to capitalize for the potential

changes in counterparty credit

spread for the derivative portfolios.

Diluted EPS:

A performance measure calculated by dividing

net income

available to common shareholders by the

weighted average number of

common shares outstanding adjusting

for the effect of all potentially dilutive

common shares. Adjusted diluted EPS is

calculated in the same manner using

adjusted net income.

Dividend Payout Ratio:

A ratio represents the percentage of Bank’s earnings

being paid to common shareholders in

the form of dividends and is calculated

by dividing common dividends by net income

available to common

shareholders. Adjusted dividend payout ratio

is calculated in the same manner

using adjusted net income.

Dividend Yield:

A ratio calculated as the dividend per

common share for the

year divided by the daily average closing

stock price during the year.

Effective Income Tax Rate:

A rate and performance indicator calculated

by

dividing the provision for income taxes as a percentage

of net income before

taxes. Adjusted effective income tax rate is calculated

in the same manner

using adjusted results.

Effective Interest Rate (EIR):

The rate that discounts expected future cash

flows for the expected life of the financial instrument

to its carrying value. The

calculation takes into account the contractual

interest rate, along with any fees

or incremental costs that are directly

attributable to the instrument and all other

premiums or discounts.

Effective Interest Rate Method (EIRM):

A technique for calculating the actual

interest rate in a period based on the amount

of a financial instrument’s book

value at the beginning of the accounting period.

Under EIRM,

the effective

interest rate, which is a key component of

the calculation, discounts the

expected future cash inflows and outflows expected

over the life of a financial

instrument.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 47

Efficiency Ratio:

The efficiency ratio measures operating efficiency and

is

calculated by taking the non-interest expenses

as a percentage of total revenue.

A lower ratio indicates a more efficient business

operation. Adjusted efficiency

ratio is calculated in the same manner using

adjusted non-interest expenses

and adjusted total revenue.

Enhanced Disclosure Task Force (EDTF):

Established by the FSB in

May 2012, comprised of banks, analysts, investors,

and auditors, with the goal

of enhancing the risk disclosures of banks and

other financial institutions.

Expected Credit Losses (ECLs):

ECLs are the probability-weighted present

value of expected cash shortfalls over

the remaining expected life of the

financial instrument and considers reasonable

and supportable information

about past events, current conditions, and forecasts

of future events and

economic conditions that impact the Bank’s

credit risk assessment.

Fair Value:

The price that would be received to sell an

asset or paid to transfer

a liability in an orderly transaction between

market participants at the

measurement date, under current market

conditions.

Fair value through other comprehensive

income (FVOCI):

Under IFRS 9, if

the asset passes the contractual cash

flows test (named SPPI), the business

model assessment determines how the instrument

is classified. If the instrument

is being held to collect contractual cash flows,

that is, if it is not expected to be

sold, it is measured as amortized cost. If the

business model for the instrument

is to both collect contractual cash flows and

potentially sell the asset, it is

measured at FVOCI.

Fair value through profit or loss (FVTPL):

Under IFRS 9, the classification is

dependent on two tests, a contractual

cash flow test (named SPPI) and a

business model assessment. Unless the

asset meets the requirements of both

tests, it is measured at fair value with all

changes in fair value reported in profit

or loss.

Federal Deposit Insurance Corporation

(FDIC):

A U.S. government

corporation which provides deposit insurance

guaranteeing the safety of a

depositor’s accounts in member banks.

The FDIC also examines and

supervises certain financial institutions for

safety and soundness, performs

certain consumer-protection functions, and

manages banks in receiverships

(failed banks).

Forward Contracts:

Over-the-counter contracts between two parties

that oblige

one party to the contract to buy and the other

party to sell an asset for a fixed

price at a future date.

Futures:

Exchange-traded contracts to buy or

sell a security at a predetermined

price on a specified future date.

Hedging:

A risk management technique intended

to mitigate the Bank’s

exposure to fluctuations in interest rates,

foreign currency exchange rates, or

other market factors. The elimination or

reduction of such exposure is

accomplished by engaging in capital markets

activities to establish offsetting

positions.

Impaired Loans:

Loans where, in management’s opinion,

there has been a

deterioration of credit quality to the extent

that the Bank no longer has

reasonable assurance as to the timely collection

of the full amount of principal

and interest.

Loss Given Default (LGD):

It is the amount of the loss the Bank

would likely

incur when a borrower defaults on a loan,

which is expressed as a percentage

of exposure at default.

Mark-to-Market (MTM):

A valuation that reflects current market rates

as at the

balance sheet date for financial instruments

that are carried at fair value.

Master Netting Agreements:

Legal agreements between two parties

that

have multiple derivative contracts with each

other that provide for the net

settlement of all contracts through a single

payment, in a single currency, in

the event of default or termination of any one

contract.

Net Corporate Expenses:

Non-interest expenses related to corporate

service

and control groups which are not allocated to a

business segment.

Net Interest Margin:

A non-GAAP ratio calculated as net interest

income as a

percentage of average interest-earning assets

to measure performance. This

metric is an indicator of the profitability of

the Bank’s earning assets less the

cost of funding. Adjusted net interest

margin is calculated in the same manner

using adjusted net interest income.

Non-Viability Contingent Capital (NVCC):

Instruments (preferred shares and

subordinated debt) that contain a feature or

a provision that allows the financial

institution to either permanently convert these

instruments into common shares

or fully write-down the instrument, in the event

that the institution is no longer

viable.

Notional:

A reference amount on which payments

for derivative financial

instruments are based.

Office of the Superintendent of Financial

Institutions Canada (OSFI):

The

regulator of Canadian federally chartered

financial institutions and federally

administered pension plans.

Operating Leverage:

A

non-GAAP measure that the Bank calculates

as the

difference between the % change in adjusted

revenue (U.S. Banking in source

currency) net of insurance service expense

(ISE), and adjusted expenses

(U.S. Banking in US$) grossed up by the

retailer program partners’

share of

PCL for the Bank’s U.S. strategic card portfolio.

Collectively, these

adjustments provide a measure of operating

leverage that management

believes is more reflective of underlying business

performance.

Options:

Contracts in which the writer of the option grants

the buyer the future

right, but not the obligation, to buy or to sell a

security, exchange rate, interest

rate, or other financial instrument or commodity

at a predetermined price at or

by a specified future date.

Price-Earnings Ratio:

A ratio calculated by dividing the closing

share price by

EPS based on a trailing four quarters to indicate

market performance.

Adjusted

price-earnings ratio is calculated in the

same manner using adjusted EPS.

Probability of Default (PD):

It is the likelihood that a borrower will not

be able

to meet its scheduled repayments.

Provision for Credit Losses (PCL):

Amount added to the allowance for credit

losses to bring it to a level that management

considers adequate to reflect

expected credit-related losses on its

portfolio.

Return on Common Equity (ROE):

The consolidated Bank ROE is calculated

as net income available to common shareholders

as a percentage of average

common shareholders’

equity,

utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income

available to common shareholders as a percentage

of average allocated

capital. Adjusted ROE is calculated in

the same manner using adjusted net

income.

Return on Tangible Common Equity (ROTCE):

A non-GAAP financial

measure calculated as reported net income

available to common shareholders

after adjusting for the after-tax amortization

of acquired intangibles, which are

treated as an item of note, as a percentage

of average Tangible common

equity. Adjusted ROTCE is calculated in the same manner using

adjusted net

income.

Both measures can be utilized in assessing

the Bank’s use of equity.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 48

Return on Risk-weighted Assets:

Net income available to common

shareholders as a percentage of average risk-weighted

assets.

Risk-Weighted Assets (RWA):

Assets calculated by applying a regulatory

risk-

weight factor to on and off-balance sheet exposures.

The risk-weight factors are

established by the OSFI to convert on and off-balance

sheet exposures to a

comparable risk level.

Securitization:

The process by which financial assets,

mainly loans, are

transferred to structures,

which normally issue a series of asset-backed

securities to investors to fund the purchase

of loans.

Solely Payments of Principal and Interest

(SPPI):

Contractual cash flows of a

financial asset that are consistent with a basic

lending arrangement.

Swaps:

Contracts that involve the exchange of fixed

and floating interest rate

payment obligations and currencies on a notional

principal for a specified period

of time.

Tangible common equity (TCE):

A non-GAAP financial measure calculated

as

common shareholders’ equity less goodwill,

imputed goodwill, and intangibles

on an investment in Schwab and other acquired

intangible assets, net of related

deferred tax liabilities. It can be utilized in assessing

the Bank’s use of equity.

Taxable Equivalent Basis (TEB):

A calculation method (not defined in GAAP)

that increases revenues and the provision

for income taxes on certain tax-

exempt securities to an equivalent before-tax

basis to facilitate comparison of

net interest income from both taxable and

tax-exempt sources.

Tier 1 Capital Ratio:

Tier 1 Capital represents the more permanent

forms of

capital, consisting primarily of common

shareholders’

equity, retained earnings,

preferred shares and innovative instruments.

Tier 1 Capital ratio is calculated as

Tier 1 Capital divided by RWA.

Total Capital Ratio:

Total Capital is defined as the total of net Tier 1 and Tier 2

Capital. Total Capital ratio is calculated as Total Capital divided by RWA.

Total Shareholder Return (TSR):

The total return earned on an investment

in

TD’s common shares. The return measures the

change in shareholder value,

assuming dividends paid are reinvested in

additional shares.

Trading-Related Revenue:

A non-GAAP financial measure that is

the total of

trading income (loss), net interest income on

trading positions, and income from

financial instruments designated at FVTPL

that are managed within a trading

portfolio. Trading-related revenue (TEB) in the Wholesale

Banking segment is

also a non-GAAP financial measure and is

calculated in the same manner,

including TEB adjustments. Both are used

for measuring trading performance.

Value-at-Risk (VaR):

A metric used to monitor and control overall

risk levels

and to calculate the regulatory capital required

for market risk in trading

activities. VaR measures the adverse impact that potential changes

in market

rates and prices could have on the value

of a portfolio over a specified period of

time.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 49

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

January 31, 2026

October 31, 2025

ASSETS

Cash and due from banks

$

6,287

$

7,512

Interest-bearing deposits with banks

113,672

109,417

119,959

116,929

Trading loans, securities, and other

(Note 4)

234,888

220,136

Non-trading financial assets at fair value through profit or

loss

(Note 4)

8,425

7,395

Derivatives

(Note 4)

83,371

82,972

Financial assets designated at fair value through profit or

loss

(Note 4)

7,038

6,986

Financial assets at fair value through other comprehensive income

(Note 4)

127,872

126,369

461,594

443,858

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

234,270

240,439

Securities purchased under reverse repurchase agreements

222,925

247,078

Loans (Notes 4, 6)

Residential mortgages

308,151

315,063

Consumer instalment and other personal

266,630

259,033

Credit card

41,070

41,662

Business and government

351,201

345,943

967,052

961,701

Allowance for loan losses

(Note 6)

(8,566)

(8,689)

Loans, net of allowance for loan losses

958,486

953,012

Other

Goodwill

18,472

18,980

Other intangibles

3,437

3,409

Land, buildings, equipment, other depreciable assets and

right-of-use assets

9,915

10,132

Deferred tax assets

4,983

5,388

Amounts receivable from brokers, dealers, and clients

37,015

27,345

Other assets

(Note 8)

28,250

27,988

102,072

93,242

Total assets

$

2,099,306

$

2,094,558

LIABILITIES

Trading deposits

(Notes 4, 9)

$

42,328

$

37,882

Derivatives

(Note 4)

83,495

79,356

Securitization liabilities at fair value

(Note 4)

25,399

25,283

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 9)

225,237

197,635

376,459

340,156

Deposits (Notes 4, 9)

Personal

638,426

650,396

Banks

24,529

27,233

Business and government

582,189

589,475

1,245,144

1,267,104

Other

Obligations related to securities sold short

(Note 4)

41,455

43,795

Obligations related to securities sold under repurchase agreements

213,782

221,150

Securitization liabilities at amortized cost

(Note 4)

15,021

14,841

Amounts payable to brokers, dealers, and clients

29,328

27,434

Insurance contract liabilities

7,370

7,278

Other liabilities

(Note 10)

34,509

34,240

341,465

348,738

Subordinated notes and debentures (Notes 4, 11)

10,642

10,733

Total liabilities

1,973,710

1,966,731

EQUITY

Shareholders’ Equity

Common shares

(Note 12)

24,551

24,727

Preferred shares and other equity instruments

(Note 12)

11,625

11,625

Treasury – common shares

(Note 12)

(5)

Treasury – preferred shares and other

equity instruments

(Note 12)

(11)

(4)

Contributed surplus

315

285

Retained earnings

78,253

78,320

Accumulated other comprehensive income (loss)

10,868

12,874

Total equity

125,596

127,827

Total liabilities and equity

$

2,099,306

$

2,094,558

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 50

INTERIM CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

January 31

2026

2025

Interest income

1

(Note 19)

Loans

$

12,719

$

13,467

Reverse repurchase agreements

2,217

2,606

Securities

Interest

4,259

4,702

Dividends

632

523

Deposits with banks

869

1,574

20,696

22,872

Interest expense (Note 19)

Deposits

8,586

11,223

Securitization liabilities

231

228

Subordinated notes and debentures

122

135

Repurchase agreements and short sales

2,752

2,990

Other

216

430

11,907

15,006

Net interest income

8,789

7,866

Non-interest income

Investment and securities services

2,369

2,014

Credit fees

393

419

Trading income (loss)

1,499

1,305

Service charges

703

686

Card services

728

773

Insurance revenue

2,001

1,870

Other income (loss)

(Note 5)

103

(884)

7,796

6,183

Total revenue

16,585

14,049

Provision for (recovery of) credit losses

(Note 6)

1,039

1,212

Insurance service expenses

1,622

1,507

Non-interest expenses

Salaries and employee benefits

4,957

4,650

Occupancy, including depreciation

517

512

Technology and equipment, including depreciation

707

689

Amortization of other intangibles

208

187

Communication and marketing

355

341

Restructuring charges

(Note 17)

200

Brokerage-related and sub-advisory fees

128

129

Professional, advisory and outside services

1,046

893

Other

635

669

8,753

8,070

Income before income taxes and share

of net income from investment

in Schwab

5,171

3,260

Provision for (recovery of) income taxes

1,128

698

Share of net income from investment

in Schwab (Note 7)

231

Net income

4,043

2,793

Preferred dividends and distributions

on other equity instruments

101

86

Net income available to common shareholders

$

3,942

$

2,707

Earnings per share

(Canadian dollars)

(Note 16)

Basic

$

2.35

$

1.55

Diluted

2.34

1.55

Dividends per common share

(Canadian dollars)

1.08

1.05

1

Includes $

18,724

million and $

20,746

million for the three months ended January 31, 2026 and January 31, 2025, respectively,

which have been calculated based on the effective interest

rate method (EIRM).

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 51

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2026

2025

Net income

$

4,043

$

2,793

Other comprehensive income (loss)

Items that will be subsequently reclassified

to net income

Net change in unrealized gain/(loss) on

financial assets at fair value

through other comprehensive income

Unrealized gain/(loss)

334

134

Reclassification to earnings of net loss/(gain)

(4)

9

Allowance for credit losses recognized in earnings

1

(1)

Income taxes relating to:

Unrealized gain/(loss)

(89)

(35)

Reclassification to earnings of net loss/(gain)

2

2

244

109

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

(3,552)

5,219

Reclassification to earnings of net loss/(gain)

Net gain/(loss) on hedges

2,410

(3,576)

Reclassification to earnings of net loss/(gain)

on hedges

Income taxes relating to:

Net gain/(loss) on hedges

(670)

993

Reclassification to earnings of net loss/(gain)

on hedges

(1,812)

2,636

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Gain/(loss)

(1,959)

1,489

Reclassification to earnings of loss/(gain)

1,346

(1,184)

Income taxes relating to:

Gain/(loss)

509

(381)

Reclassification to earnings of loss/(gain)

(342)

281

(446)

205

Share of other comprehensive income (loss)

from investment in Schwab

(338)

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

(69)

23

Income taxes

19

(5)

(50)

18

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Net unrealized gain/(loss)

29

14

Income taxes

(8)

(3)

21

11

Gain/(loss) from changes in fair value due

to own credit risk on

financial liabilities designated at fair value

through profit or loss

Gain/(loss)

(17)

(10)

Income taxes

4

3

(13)

(7)

Total other comprehensive income (loss)

(2,056)

2,634

Total comprehensive income (loss)

$

1,987

$

5,427

Available to:

Common shareholders

$

1,886

$

5,341

Preferred shareholders and other equity instrument

holders

101

86

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 52

INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Common shares (Note 12)

Balance at beginning of period

$

24,727

$

25,373

Proceeds from shares issued on exercise of stock options

108

25

Shares issued as a result of dividend reinvestment plan

130

Purchase of shares for cancellation and other

(284)

Balance at end of period

24,551

25,528

Preferred shares and other equity instruments (Note 12)

Balance at beginning of period

11,625

10,888

Issuance of shares and other equity instruments

750

Redemption of shares and other equity instruments

(500)

Balance at end of period

11,625

11,138

Treasury – common shares (Note 12)

Balance at beginning of period

(17)

Purchase of shares

(3,314)

(3,504)

Sale of shares

3,309

3,483

Balance at end of period

(5)

(38)

Treasury – preferred shares and other equity instruments (Note 12)

Balance at beginning of period

(4)

(18)

Purchase of shares and other equity instruments

(162)

(1,120)

Sale of shares and other equity instruments

155

1,087

Balance at end of period

(11)

(51)

Contributed surplus

Balance at beginning of period

285

204

Net premium (discount) on sale of treasury instruments

6

(12)

Issuance of stock options, net of options exercised

13

Other

11

(3)

Balance at end of period

315

189

Retained earnings

Balance at beginning of period

78,320

70,826

Net income available to equity instrument holders

4,043

2,793

Common dividends

(1,811)

(1,836)

Preferred dividends and distributions on other equity instruments

(101)

(86)

Share and other equity instrument issue expenses

(2)

Net premium on repurchase of common shares and redemption of preferred shares and other

equity instruments

(Note 12)

(2,162)

Remeasurement gain/(loss) on employee benefit plans

(50)

18

Realized gain/(loss) on equity securities designated at fair value through

other comprehensive income

14

5

Balance at end of period

78,253

71,718

Accumulated other comprehensive income (loss)

Net unrealized gain/(loss) on financial assets at fair value through other comprehensive income:

Balance at beginning of period

283

(208)

Other comprehensive income (loss)

243

110

Allowance for credit losses

1

(1)

Balance at end of period

527

(99)

Net unrealized gain/(loss) on equity securities designated at fair value through

other comprehensive income:

Balance at beginning of period

146

35

Other comprehensive income (loss)

35

16

Reclassification of loss/(gain) to retained earnings

(14)

(5)

Balance at end of period

167

46

Gain/(loss) from changes in fair value due to own credit risk on financial liabilities

designated at fair value through profit or loss:

Balance at beginning of period

(28)

(22)

Other comprehensive income (loss)

(13)

(7)

Balance at end of period

(41)

(29)

Net unrealized foreign currency translation gain/(loss) on investments in foreign

operations, net of hedging activities:

Balance at beginning of period

13,242

12,893

Other comprehensive income (loss)

(1,812)

2,636

Balance at end of period

11,430

15,529

Net gain/(loss) on derivatives designated as cash flow hedges:

Balance at beginning of period

(769)

(2,924)

Other comprehensive income (loss)

(446)

205

Balance at end of period

(1,215)

(2,719)

Share of accumulated other comprehensive income (loss) from investment in Schwab

(2,208)

Total accumulated other comprehensive income

10,868

10,520

Total equity

$

125,596

$

119,004

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2026

2025

Cash flows from (used in) operating activities

Net income

$

4,043

$

2,793

Adjustments to determine net cash flows from (used in) operating

activities

Provision for (recovery of) credit losses

(Note 6)

1,039

1,212

Depreciation

338

345

Amortization of other intangibles

208

187

Net securities loss/(gain)

(Note 5)

(3)

920

Share of net income from investment in Schwab

(Note 7)

(231)

Deferred taxes

426

(70)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 8, 10)

(80)

(237)

Obligations related to securities sold under repurchase agreements

(7,368)

(8,044)

Securities purchased under reverse repurchase agreements

24,153

(13,902)

Obligations related to securities sold short

(2,340)

6,571

Trading loans, securities, and other

(14,752)

(23,085)

Loans net of securitization and sales

(6,527)

(17,124)

Deposits

(17,514)

18,592

Derivatives

3,740

825

Non-trading financial assets at fair value through profit or

loss

(1,030)

(941)

Financial assets and liabilities designated at fair value through

profit or loss

27,550

2,904

Securitization liabilities

296

1,149

Current income taxes

(103)

(1,581)

Amounts receivable and payable from brokers, dealers,

and clients

(7,776)

(3,979)

Other, including unrealized foreign currency

translation loss/(gain)

8,285

(16,583)

Net cash from (used in) operating activities

12,585

(50,279)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

(Note 11)

2,112

Redemption or repurchase of subordinated notes and

debentures

(Note 11)

(6)

(67)

Common shares issued, net of issuance costs

(Note 12)

98

22

Repurchase of common shares, including tax on net value

of share repurchases

(Note 12)

(2,446)

Preferred shares and other equity instruments issued,

net of issuance costs

(Note 12)

748

Redemption of preferred shares and other equity instruments

(Note 12)

(500)

Sale of treasury shares and other equity instruments

(Note 12)

3,470

4,558

Purchase of treasury shares and other equity instruments

(Note 12)

(3,476)

(4,624)

Dividends paid on shares and distributions paid on other equity

instruments

(141)

(1,792)

Repayment of lease liabilities

(163)

(169)

Net cash from (used in) financing activities

(2,664)

288

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

(6,928)

39,040

Activities in financial assets at fair value through other comprehensive

income

Purchases

(12,012)

(20,977)

Proceeds from maturities

7,278

8,306

Proceeds from sales

482

840

Activities in debt securities at amortized cost

Purchases

(12,045)

(7,133)

Proceeds from maturities

12,746

12,590

Proceeds from sales

47

17,752

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(531)

(497)

Net cash from (used in) investing activities

(10,963)

49,921

Effect of exchange rate changes on cash and

due from banks

(183)

185

Net increase (decrease) in cash and due from banks

(1,225)

115

Cash and due from banks at beginning of period

7,512

6,437

Cash and due from banks at end of period

$

6,287

$

6,552

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

$

1,497

$

1,321

Amount of interest paid during the period

12,014

15,478

Amount of interest received during the period

20,091

22,584

Amount of dividends received during the period

643

626

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 54

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: NATURE OF OPERATIONS

CORPORATE INFORMATION

The Toronto-Dominion Bank is a bank chartered under the

Bank Act (Canada)

. The shareholders of a bank are not, as

shareholders, liable for any liability, act, or

default of the bank except as otherwise provided

under the

Bank Act (Canada)

. The Toronto-Dominion Bank and its subsidiaries are collectively known

as

TD Bank Group (“TD” or the “Bank”). The Bank

was formed through the amalgamation on

February 1, 1955,

of The Bank of Toronto (chartered in 1855) and The

Dominion Bank (chartered in 1869). The Bank

is incorporated and domiciled in Canada

with its registered and principal business

offices located at 66 Wellington

Street West, Toronto, Ontario. TD serves customers in four business segments

operating in a number of locations in key

financial centres around the globe:

Canadian Personal and Commercial

Banking, U.S. Banking, Wealth Management and Insurance,

and Wholesale Banking.

BASIS OF PREPARATION

The accompanying Interim Consolidated

Financial Statements have been prepared

on a condensed basis in accordance with

International Accounting Standards

34,

Interim Financial Reporting

(IAS 34), as issued by the International

Accounting Standards Board (IASB) and

with the accounting policies as described in

Note 2

of the Bank’s 2025 Annual Consolidated Financial

Statements, including the accounting requirements

of the Office of the Superintendent of Financial

Institutions

Canada (OSFI), which were consistently

applied to all periods presented.

The Interim Consolidated Financial Statements

are presented in Canadian dollars,

unless otherwise indicated.

Certain comparative amounts have been

revised to conform with the presentation adopted

in the current period.

The preparation of the Interim Consolidated

Financial Statements requires that management

make judgments, estimates, and assumptions

regarding the

reported amount of assets, liabilities, revenue

and expenses, and disclosure of contingent

assets and liabilities, as further described in

Note 3 of the Bank’s 2025

Annual Consolidated Financial Statements

and in Note 3 of this report. Accordingly, actual results may differ from estimated

amounts as future confirming events

occur.

The Bank’s Interim Consolidated Financial Statements

have been prepared using uniform accounting

policies for like transactions and events in

similar

circumstances. All intercompany transactions,

balances,

and unrealized gains and losses on

transactions are eliminated on consolidation.

The Interim Consolidated Financial Statements

for the three months ended January

31, 2026, were approved and authorized

for issue by the Bank’s Board of

Directors on February 25, 2026,

in accordance with a recommendation of

the Audit Committee.

As the Interim Consolidated Financial Statements

do not include all of the disclosures normally

provided in the Annual Consolidated Financial

Statements, they

should be read in conjunction with the Bank’s 2025

Annual Consolidated Financial Statements

and the accompanying Notes, and

the shaded sections of the 2025

Management’s Discussion and Analysis (MD&A).

The risk management policies and procedures

of the Bank are provided in the MD&A.

The shaded sections of

the “Managing Risk” section of the MD&A in

this report,

relating to market, liquidity, and insurance risks, are an integral

part of these Interim Consolidated Financial

Statements, as permitted by International

Financial Reporting Standards.

NOTE 2: CURRENT AND FUTURE

CHANGES IN ACCOUNTING POLICIES

CURRENT CHANGES IN ACCOUNTING

POLICIES

There were no new accounting policies adopted

by the Bank for the three months ended

January 31, 2026.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new accounting standards

or amendments issued during the three

months ended January 31, 2026. Refer to Note

4 of the Bank’s 2025 Annual

Consolidated Financial Statements for a description

of future changes in accounting policies.

NOTE 3: SIGNIFICANT ACCOUNTING

JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The estimates used in the Bank’s accounting policies

are essential to understanding its results

of operations and financial condition. Some

of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a materially adverse impact on

the Bank’s Interim Consolidated Financial

Statements. The Bank has

established procedures to ensure that accounting

policies are applied consistently and that the

processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner. Refer to Note 3 of the Bank’s 2025

Annual

Consolidated Financial Statements for a description

of significant accounting judgments, estimates,

and assumptions.

Impairment – Expected Credit Loss Model

The expected credit loss (ECL) model requires

the application of judgments, estimates,

and assumptions in the assessment of the

current and forward-looking

economic environment. There remains elevated

economic uncertainty, and management continues to exercise

expert credit judgment in assessing if an

exposure

has experienced significant increase in credit

risk since initial recognition and in determining

the amount of ECLs at each reporting date.

To the extent that certain

effects are not fully incorporated into the model

calculations, temporary quantitative and qualitative

adjustments have been applied,

including for risks related to

elevated uncertainty associated with policy and

trade, and such adjustments will be updated

as appropriate in future periods.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 55

NOTE 4: FAIR VALUE MEASUREMENTS

There have been no significant changes to

the Bank’s approach and methodologies used

to determine fair value measurements for

the three months ended

January 31, 2026.

(a)

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES NOT CARRIED AT FAIR VALUE

The following table reflects the fair value

of the Bank’s financial assets and liabilities not

carried at fair value.

Financial Assets and Liabilities not carried

at Fair Value

1

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Carrying

Fair

Carrying

Fair

value

value

value

value

FINANCIAL ASSETS

Debt securities at amortized cost, net of allowance

for credit losses

Government and government-related

securities

$

176,562

$

176,063

$

183,593

$

182,478

Other debt securities

57,708

57,695

56,846

56,679

Total debt securities at amortized cost, net of allowance for credit losses

234,270

233,758

240,439

239,157

Total loans, net of allowance for loan losses

958,486

961,507

953,012

956,424

Total financial assets not carried at fair value

$

1,192,756

$

1,195,265

$

1,193,451

$

1,195,581

FINANCIAL LIABILITIES

Deposits

$

1,245,144

$

1,245,666

$

1,267,104

$

1,267,466

Securitization liabilities at amortized

cost

15,021

15,029

14,841

14,805

Subordinated notes and debentures

10,642

10,770

10,733

10,929

Total financial liabilities not carried at fair value

$

1,270,807

$

1,271,465

$

1,292,678

$

1,293,200

1

This table excludes financial assets and liabilities where the carrying value approximates their fair value.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 56

(b)

FAIR VALUE HIERARCHY

The following table presents the levels within

the fair value hierarchy for each of the assets

and liabilities measured at fair value on a

recurring basis as at

January 31, 2026 and October 31, 2025.

Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

FINANCIAL ASSETS AND COMMODITIES

Trading loans, securities, and other

1

Government and government-related securities

Canadian government debt

Federal

$

3,860

$

3,358

$

$

7,218

$

4,892

$

3,875

$

$

8,767

Provinces

5,678

5,678

4,537

4,537

U.S. federal, state, municipal governments,

and agencies debt

2,352

23,422

25,774

2,973

20,811

23,784

Other OECD

2

government-guaranteed debt

238

7,188

7,426

283

5,818

6,101

Mortgage-backed securities

766

766

768

768

Other debt securities

Canadian issuers

6,223

66

6,289

6,695

67

6,762

Other issuers

19,561

1

19,562

16,508

16,508

Equity securities

98,186

278

23

98,487

87,713

171

25

87,909

Trading loans

28,859

179

29,038

30,032

30,032

Commodities

32,503

2,146

34,649

33,446

1,521

34,967

Retained interests

1

1

1

1

137,139

97,480

269

234,888

129,307

90,737

92

220,136

Non-trading financial assets at fair value

through profit or loss

Securities

431

5,577

1,622

7,630

465

5,019

1,567

7,051

Loans

795

795

344

344

431

6,372

1,622

8,425

465

5,363

1,567

7,395

Derivatives

Interest rate contracts

1

7,074

10

7,085

6

10,990

8

11,004

Foreign exchange contracts

99

54,103

54,202

30

53,576

3

53,609

Credit contracts

80

80

44

44

Equity contracts

152

12,856

13,008

162

12,534

12,696

Commodity and other contracts

2,249

6,732

15

8,996

752

4,867

5,619

2,501

80,845

25

83,371

950

82,011

11

82,972

Financial assets designated at

fair value through profit or loss

Securities

1

7,038

7,038

6,986

6,986

7,038

7,038

6,986

6,986

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

4

16,018

16,022

100

15,791

15,891

Provinces

20,908

20,908

21,080

21,080

U.S. federal, state, municipal governments,

and agencies debt

830

55,189

56,019

851

53,641

54,492

Other OECD government-guaranteed debt

8,023

8,023

7,875

7,875

Mortgage-backed securities

1,748

1,748

1,896

1,896

Other debt securities

Asset-backed securities

8,616

8,616

8,709

8,709

Corporate and other debt

12,752

12,752

13,091

13,091

Equity securities

1,145

2

2,159

3,306

1,136

1,911

3,047

Loans

478

478

288

288

1,979

123,734

2,159

127,872

2,087

122,371

1,911

126,369

Securities purchased under reverse

repurchase agreements

7,406

7,406

7,574

7,574

FINANCIAL LIABILITIES

Trading deposits

42,104

224

42,328

37,609

273

37,882

Derivatives

Interest rate contracts

2

6,948

72

7,022

6

9,572

76

9,654

Foreign exchange contracts

136

46,037

1

46,174

24

42,496

5

42,525

Credit contracts

423

423

440

440

Equity contracts

19,096

120

19,216

19,528

155

19,683

Commodity and other contracts

2,806

7,822

32

10,660

806

6,193

55

7,054

2,944

80,326

225

83,495

836

78,229

291

79,356

Securitization liabilities at fair value

25,399

25,399

25,283

25,283

Financial liabilities designated at fair value

through profit or loss

225,237

225,237

197,633

2

197,635

Obligations related to securities sold short

1

12,578

28,877

41,455

15,342

28,453

43,795

Obligations related to securities sold

under repurchase agreements

11,531

11,531

11,557

11,557

1

Balances reflect the reduction of securities owned (long positions) by the amount of identical securities sold but

not yet purchased (short positions).

2

Organisation for Economic Co-operation and Development (OECD).

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 57

(c)

TRANSFERS BETWEEN FAIR VALUE HIERARCHY LEVELS FOR ASSETS

AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Bank’s policy is to record transfers of assets

and liabilities between the different levels of

the fair value hierarchy using the fair values

as at the end of each

reporting period. Assets and liabilities are

transferred between Level 1 and Level 2

depending on whether there is sufficient frequency

and volume in an active

market.

During the three months ended January 31,

2026, the Bank transferred $

1,752

million of trading loans, securities, and other, $

2

million of financial assets at fair

value through other comprehensive income

(FVOCI), and $

1,062

million of obligations related to securities

sold short from Level 2 to Level 1. During

the three

months ended January 31, 2026, the Bank

transferred $

2,828

million of trading loans, securities, and other, $

510

million of financial assets at FVOCI, and

$

2,165

million of obligations related to securities sold

short from Level 1 to Level 2. There were no

significant transfers between Level 1 and

Level 2 during the

three months ended January 31, 2025.

There were no significant transfers between

Level 2 and Level 3 during the three

months ended January 31, 2026 and January

31, 2025.

There were no significant changes to the unobservable

inputs and sensitivities for assets and liabilities

classified as Level 3 during the three

months ended

January 31, 2026 and January 31, 2025.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 58

(d)

RECONCILIATION OF CHANGES IN FAIR VALUE FOR LEVEL 3 ASSETS AND LIABILITIES

The following tables set out changes in fair

value of all assets and liabilities measured

at fair value using significant Level 3 unobservable

inputs for the three

months ended January 31, 2026 and January

31, 2025.

Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2025

in income

2

in OCI

3,4

Issuances

Settlements

Level 3

Level 3

2026

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Other debt securities

$

67

$

1

$

$

$

(4)

$

3

$

$

67

$

(4)

Equity securities

25

(2)

23

Trading loans

(114)

293

179

92

(115)

293

(4)

3

269

(4)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,567

4

(4)

69

(14)

1,622

1

1,567

4

(4)

69

(14)

1,622

1

Financial assets at fair value

through other

comprehensive income

Other debt securities

Equity securities

1,911

1

309

(62)

2,159

3

$

1,911

$

$

1

$

309

$

(62)

$

$

$

2,159

$

3

FINANCIAL LIABILITIES

Trading deposits

6

$

(273)

$

21

$

$

$

21

$

$

7

$

(224)

$

24

Derivatives

7

Interest rate contracts

(68)

5

1

(62)

Foreign exchange contracts

(2)

4

(3)

(1)

Equity contracts

(155)

2

(1)

1

33

(120)

Commodity and other contracts

(55)

39

(1)

(17)

(280)

50

(1)

1

30

(200)

Financial liabilities designated

at fair value

through profit or loss

(2)

5

(6)

3

5

Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

January 31

instruments

2024

in income

2

in OCI

4

Issuances

Settlements

Level 3

Level 3

2025

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Other debt securities

$

26

$

$

$

$

(15)

$

$

$

11

$

(1)

Equity securities

12

2

1

(7)

8

38

2

1

(22)

19

(1)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,233

30

43

(19)

1,287

7

1,233

30

43

(19)

1,287

7

Financial assets at fair value

through other

comprehensive income

Other debt securities

7

(4)

3

Equity securities

3,355

2

(183)

3,174

$

3,362

$

$

$

2

$

(187)

$

$

$

3,177

$

FINANCIAL LIABILITIES

Trading deposits

6

$

(505)

$

4

$

$

(72)

$

114

$

$

$

(459)

$

6

Derivatives

7

Interest rate contracts

(158)

(6)

9

(155)

2

Foreign exchange contracts

1

6

5

7

2

21

11

Equity contracts

(24)

(5)

(1)

1

(29)

(7)

Commodity and other contracts

(10)

6

(4)

7

(191)

1

13

8

2

(167)

13

Financial liabilities designated

at fair value through profit

or loss

(24)

(6)

29

(1)

1

Includes foreign exchange.

2

Gains/losses on financial assets and liabilities are recognized within Non-interest Income on the Interim Consolidated

Statement of Income.

3

Other comprehensive income (OCI).

4

Includes realized gains/losses transferred to retained earnings on disposal of equities designated at FVOCI. Refer

to Note 5 for further details.

5

Changes in unrealized gains/losses on financial assets at FVOCI are recognized in accumulated other comprehensive

income (AOCI).

6

Issuances and repurchases of trading deposits are reported on a gross basis.

7

Consists of derivative assets of $

25

million (January 31, 2025 – $

38

million; October 31, 2025/November 1, 2025 – $

11

million; October 31, 2024/November 1, 2024 – $

30

million) and

derivative liabilities of $

225

million (January 31, 2025 – $

205

million; October 31, 2025/November 1, 2025 – $

291

million; October 31, 2024/November 1, 2024 – $

221

million) which have

been netted in this table for presentation purposes only.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 59

NOTE 5: SECURITIES

(a)

UNREALIZED SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at January 31, 2026

and October 31, 2025.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Cost/

Gross

Gross

Cost/

Gross

Gross

amortized

unrealized

unrealized

Fair

amortized

unrealized

unrealized

Fair

cost

1

gains

(losses)

value

cost

1

gains

(losses)

value

Government and government-related

securities

Canadian government debt

Federal

$

16,019

$

60

$

(57)

$

16,022

$

15,956

$

23

$

(88)

$

15,891

Provinces

20,681

229

(2)

20,908

20,971

120

(11)

21,080

U.S. federal, state, municipal governments, and

agencies debt

55,704

353

(38)

56,019

54,279

267

(54)

54,492

Other OECD government-guaranteed debt

7,998

25

8,023

7,864

15

(4)

7,875

Mortgage-backed securities

1,728

21

(1)

1,748

1,869

29

(2)

1,896

102,130

688

(98)

102,720

100,939

454

(159)

101,234

Other debt securities

Asset-backed securities

8,608

20

(12)

8,616

8,713

11

(15)

8,709

Corporate and other debt

12,673

103

(24)

12,752

13,011

106

(26)

13,091

21,281

123

(36)

21,368

21,724

117

(41)

21,800

Total debt securities

123,411

811

(134)

124,088

122,663

571

(200)

123,034

Equity securities

Common shares

2,452

252

(25)

2,679

2,332

226

(22)

2,536

Preferred shares

630

76

(79)

627

523

67

(79)

511

3,082

328

(104)

3,306

2,855

293

(101)

3,047

Total securities at fair value through

other comprehensive income

$

126,493

$

1,139

$

(238)

$

127,394

$

125,518

$

864

$

(301)

$

126,081

1

Includes the foreign exchange translation of amortized cost balances at the period-end spot rate.

(b)

EQUITY SECURITIES DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Bank designated certain equity securities

at FVOCI.

The following table summarizes the fair

value of equity securities designated at

FVOCI as at

January 31, 2026

and October 31, 2025, and dividend income

recognized on these securities for

the three months ended January 31, 2026 and

January 31, 2025.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

January 31, 2026

October 31, 2025

January 31, 2026

January 31, 2025

Fair value

Dividend income recognized

Common shares

$

2,679

$

2,536

$

20

$

27

Preferred shares

627

511

36

39

Total

$

3,306

$

3,047

$

56

$

66

The Bank disposed of certain equity securities

in line with the Bank’s investment strategy

and disposed of Federal Home Loan Bank (FHLB)

stock in accordance

with FHLB member stockholding requirements,

as follows:

Equity Securities Net Realized Gains

(Losses)

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Equity Securities

Fair value

$

91

$

64

Cumulative realized gain/(loss)

19

6

FHLB Stock

Fair value

10

318

Cumulative realized gain/(loss)

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 60

(c)

DEBT SECURITIES NET REALIZED GAINS

(LOSSES)

The Bank disposed of certain debt securities

measured at amortized cost and FVOCI

during the quarter.

The following table summarizes the net realized

gains

and losses on securities disposed of during

the three months ended January 31, 2026 and

January 31, 2025, which are included in

Other income (loss) on the

Interim Consolidated Statement of Income.

Debt Securities Net Realized Gains (Losses)

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

1

Debt securities at amortized cost

$

(1)

$

(911)

Debt securities at fair value through other

comprehensive income

4

(9)

Total

$

3

$

(920)

1

Includes $

923

million (US$

649

million) of pre-tax losses on debt securities related to the balance sheet restructuring initiative undertaken

in the U.S. Banking segment. Refer to Note 25 of

the Bank’s 2025 Annual Consolidated Financial Statements for additional information regarding the

asset limitation on TD’s two U.S. bank subsidiaries.

(d)

CREDIT QUALITY OF DEBT SECURITIES

The Bank evaluates non-retail credit risk

on an individual borrower basis, using both

a borrower risk rating (BRR) and facility

risk rating, as detailed in the shaded

area of the “Managing Risk” section of the 2025

MD&A. This system is used to assess all non-retail

exposures, including debt securities.

The following table provides the gross carrying

amounts of debt securities measured at amortized

cost and debt securities at FVOCI by internal

risk rating for credit

risk management purposes, presenting

separately those debt securities that are

subject to Stage 1, Stage 2, and Stage 3

allowances. Refer to the “Allowance

for

Credit Losses” table in Note 6 for details regarding

the allowance and provision for credit losses

on debt securities.

Debt Securities by Risk Rating

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

1

Investment grade

$

357,354

$

$

n/a

2

$

357,354

$

362,521

$

$

n/a

$

362,521

Non-investment grade

881

80

n/a

961

738

167

n/a

905

Watch and classified

n/a

45

n/a

45

n/a

49

n/a

49

Default

n/a

n/a

n/a

n/a

Total debt securities

358,235

125

358,360

363,259

216

363,475

Allowance for credit losses on debt securities

at amortized cost

2

2

2

2

Total debt securities, net of

allowance

$

358,233

$

125

$

$

358,358

$

363,257

$

216

$

$

363,473

1

Includes debt securities backed by government-guaranteed loans of $

84

million (October 31, 2025 – $

94

million), which are reported in Non-investment grade or a lower risk rating based

on the issuer’s credit risk.

2

Not applicable.

As at January 31, 2026, total debt securities,

net of allowance, in the table above, include

debt securities measured at amortized cost,

net of allowance, of

$

234,270

million (October 31, 2025 – $

240,439

million), and debt securities measured at

FVOCI of $

124,088

million (October 31, 2025 – $

123,034

million). The

difference between probability-weighted ECLs

and base ECLs on debt securities at

FVOCI and at amortized cost as at both

January 31, 2026 and

October 31, 2025, was insignificant.

NOTE 6: LOANS, IMPAIRED LOANS, AND ALLOWANCE FOR CREDIT LOSSES

(a)

LOANS

The following table provides details regarding

the Bank’s loans as at January 31, 2026 and October

31, 2025.

Loans

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Residential mortgages

$

308,151

$

315,063

Consumer instalment and other personal

266,630

259,033

Credit card

41,070

41,662

Business and government

351,201

345,943

967,052

961,701

Loans at FVOCI

1

478

288

Total loans

967,530

961,989

Total allowance for loan losses

8,567

8,689

Total loans, net of allowance

$

958,963

$

953,300

1

Included in Financial assets at fair value through other comprehensive income on the Interim Consolidated Balance

Sheet.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 61

Business and government loans and loans

at FVOCI are grouped together as reflected

below for presentation in the “Loans by

Risk Ratings” table.

Loans – Business and Government

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Loans at amortized cost

$

351,201

$

345,943

Loans at FVOCI

1

478

288

Loans

351,679

346,231

Allowance for loan losses

3,737

3,847

Loans, net of allowance

$

347,942

$

342,384

1

Included in Financial assets at fair value through other comprehensive income on the Interim Consolidated Balance

Sheet.

(b)

CREDIT QUALITY OF LOANS

In the retail portfolio, including individuals and

small businesses, the Bank manages exposures

on a pooled basis, using predictive credit

scoring techniques. For

non-retail exposures, each borrower is assigned

a BRR that reflects the probability of default

(PD)

of the borrower using proprietary industry

and sector specific

risk models and expert judgment. Refer to

the shaded areas of the “Managing Risk”

section of the 2025 MD&A for further

details, including the mapping of PD

ranges to risk levels for retail exposures

as well as the Bank’s 21-point BRR scale

to risk levels and external ratings for non-retail

exposures.

The following table provides the gross carrying

amounts of loans and credit risk exposures

on loan commitments and financial guarantee

contracts by internal risk

rating for credit risk management purposes,

presenting separately those that are

subject to Stage 1, Stage 2, and Stage 3

allowances.

Loans by Risk Rating

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential mortgages

1,2,3

Low Risk

$

211,463

$

882

$

n/a

$

212,345

$

221,168

$

765

$

n/a

$

221,933

Normal Risk

71,559

8,746

n/a

80,305

70,217

8,391

n/a

78,608

Medium Risk

403

10,071

n/a

10,474

351

9,490

n/a

9,841

High Risk

7

3,994

379

4,380

3

3,700

391

4,094

Default

n/a

n/a

647

647

n/a

n/a

587

587

Total loans

283,432

23,693

1,026

308,151

291,739

22,346

978

315,063

Allowance for loan losses

103

194

86

383

102

175

80

357

Loans, net of allowance

283,329

23,499

940

307,768

291,637

22,171

898

314,706

Consumer instalment and other personal

4

Low Risk

115,290

2,569

n/a

117,859

110,513

2,588

n/a

113,101

Normal Risk

82,582

15,797

n/a

98,379

75,881

19,812

n/a

95,693

Medium Risk

29,966

6,610

n/a

36,576

29,757

6,792

n/a

36,549

High Risk

5,844

6,858

458

13,160

5,407

7,209

448

13,064

Default

n/a

n/a

656

656

n/a

n/a

626

626

Total loans

233,682

31,834

1,114

266,630

221,558

36,401

1,074

259,033

Allowance for loan losses

699

1,163

275

2,137

699

1,220

274

2,193

Loans, net of allowance

232,983

30,671

839

264,493

220,859

35,181

800

256,840

Credit card

Low Risk

7,870

4

n/a

7,874

8,011

4

n/a

8,015

Normal Risk

11,933

111

n/a

12,044

12,222

119

n/a

12,341

Medium Risk

12,598

915

n/a

13,513

12,780

902

n/a

13,682

High Risk

2,676

4,395

411

7,482

2,727

4,329

419

7,475

Default

n/a

n/a

157

157

n/a

n/a

149

149

Total loans

35,077

5,425

568

41,070

35,740

5,354

568

41,662

Allowance for loan losses

754

1,105

451

2,310

743

1,089

460

2,292

Loans, net of allowance

34,323

4,320

117

38,760

34,997

4,265

108

39,370

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

142,625

127

n/a

142,752

139,518

152

n/a

139,670

Non-investment grade or Medium Risk

177,762

12,616

n/a

190,378

173,836

13,289

n/a

187,125

Watch and classified or High Risk

531

15,132

90

15,753

538

16,098

77

16,713

Default

n/a

n/a

2,796

2,796

n/a

n/a

2,723

2,723

Total loans

320,918

27,875

2,886

351,679

313,892

29,539

2,800

346,231

Allowance for loan losses

1,167

1,688

882

3,737

1,195

1,878

774

3,847

Loans, net of allowance

319,751

26,187

2,004

347,942

312,697

27,661

2,026

342,384

Total loans

873,109

88,827

5,594

967,530

862,929

93,640

5,420

961,989

Total allowance for loan losses

2,723

4,150

1,694

8,567

2,739

4,362

1,588

8,689

Total loans, net of allowance

$

870,386

$

84,677

$

3,900

$

958,963

$

860,190

$

89,278

$

3,832

$

953,300

1

Includes impaired loans with a balance of $

288

million (October 31, 2025 – $

273

million) which did not have a related allowance for loan losses as the realizable value of the collateral

exceeded the loan amount.

2

Excludes trading loans and non-trading loans at fair value through profit or loss (FVTPL) with a fair value of $

29

billion (October 31, 2025 – $

30

billion) and $

0.8

billion (October 31, 2025

– $

0.3

billion), respectively.

3

Includes insured mortgages of $

68

billion (October 31, 2025 – $

69

billion).

4

Includes Canadian government-insured real estate personal loans of $

5

billion (October 31, 2025 – $

5

billion).

5

Includes loans guaranteed by government agencies of $

24

billion (October 31, 2025 – $

24

billion), which are primarily reported in Non-investment grade or a lower risk rating based on

the borrowers’ credit risk.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 62

Loans by Risk Rating

(Continued)

– Off-Balance Sheet Credit Instruments

1

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

2

Low Risk

$

317,097

$

1,300

$

n/a

$

318,397

$

318,759

$

1,464

$

n/a

$

320,223

Normal Risk

63,899

1,086

n/a

64,985

62,564

1,147

n/a

63,711

Medium Risk

16,259

1,177

n/a

17,436

16,381

1,295

n/a

17,676

High Risk

1,331

1,101

2,432

1,282

1,092

2,374

Default

n/a

n/a

n/a

n/a

Non-Retail Exposures

3

Investment grade

321,807

n/a

321,807

319,274

n/a

319,274

Non-investment grade

104,910

5,629

n/a

110,539

103,936

5,710

n/a

109,646

Watch and classified

538

4,532

5,070

150

4,905

5,055

Default

n/a

n/a

399

399

n/a

n/a

343

343

Total off-balance sheet credit

instruments

825,841

14,825

399

841,065

822,346

15,613

343

838,302

Allowance for off-balance sheet credit

instruments

469

555

6

1,030

470

566

16

1,052

Total off-balance sheet credit

instruments, net of allowance

$

825,372

$

14,270

$

393

$

840,035

$

821,876

$

15,047

$

327

$

837,250

1

Excludes mortgage commitments.

2

Includes $

401

billion (October 31, 2025 – $

401

billion) of personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s

discretion at any time.

3

Includes $

66

billion (October 31, 2025 – $

67

billion) of the undrawn component of uncommitted credit and liquidity facilities.

(c)

ALLOWANCE FOR CREDIT LOSSES

The following table provides details on

the Bank’s allowance for credit losses as at and

for the three months ended January 31,

2026

and January 31, 2025,

including allowance for off-balance sheet instruments

in the applicable categories.

Allowance for Credit Losses

(millions of Canadian dollars)

Foreign

Foreign

exchange,

exchange,

Balance at

Provision

Write-offs,

disposals,

Balance

Balance at

Provision

Write-offs,

disposals,

Balance

beginning

for credit

net of

and other

at end of

beginning

for credit

net of

and other

at end of

of period

losses

recoveries

adjustments

period

of period

losses

recoveries

adjustments

period

For the three months ended

January 31, 2026

January 31, 2025

Residential mortgages

$

357

$

31

$

(3)

$

(2)

$

383

$

365

$

(1)

$

(1)

$

5

$

368

Consumer instalment and other

personal

2,273

301

(343)

(24)

2,207

2,133

356

(334)

34

2,189

Credit card

2,790

483

(420)

(57)

2,796

2,699

450

(436)

84

2,797

Business and government

4,321

224

(236)

(98)

4,211

3,940

407

(186)

79

4,240

Total allowance for loan losses,

including off-balance sheet

instruments

9,741

1,039

(1,002)

(181)

9,597

9,137

1,212

(957)

202

9,594

Debt securities at amortized cost

2

2

3

3

Debt securities at FVOCI

2

2

1

1

Total allowance for credit

losses on debt securities

4

4

4

4

Total allowance for credit losses

$

9,745

$

1,039

$

(1,002)

$

(181)

$

9,601

$

9,141

$

1,212

$

(957)

$

202

$

9,598

Comprising:

Allowance for credit losses on

loans at amortized cost

$

8,689

$

8,566

$

8,094

$

8,654

Allowance for credit losses on

loans at FVOCI

1

1

Allowance for loan losses

8,689

8,567

8,094

8,655

Allowance for off-balance sheet

instruments

1,052

1,030

1,043

939

Allowance for credit losses on

debt securities

4

4

4

4

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 63

(d)

ALLOWANCE FOR LOAN LOSSES BY STAGE

The following table provides details on

the Bank’s allowance for loan losses by

stage as at and for the three months ended

January 31, 2026 and

January 31, 2025.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

$

102

$

175

$

80

$

357

$

116

$

189

$

60

$

365

Provision for credit losses

Transfer to Stage 1

1

24

(23)

(1)

35

(34)

(1)

Transfer to Stage 2

(8)

15

(7)

(6)

11

(5)

Transfer to Stage 3

(10)

10

(11)

11

Net remeasurement due to transfers into stage

2

(6)

5

(1)

(7)

4

(3)

New originations or purchases

3

6

n/a

n/a

6

7

n/a

n/a

7

Net repayments

4

(1)

(1)

(2)

(1)

(1)

(2)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(1)

(5)

(9)

(15)

(4)

(4)

(6)

(14)

Changes to risk, parameters, and models

6

(12)

38

17

43

(28)

26

13

11

Disposals

Write-offs

(4)

(4)

(1)

(1)

Recoveries

1

1

Foreign exchange and other adjustments

(1)

(1)

(2)

2

1

2

5

Balance at end of period

$

103

$

194

$

86

$

383

$

114

$

181

$

73

$

368

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

$

724

$

1,275

$

274

$

2,273

$

696

$

1,175

$

262

$

2,133

Provision for credit losses

Transfer to Stage 1

1

202

(201)

(1)

185

(184)

(1)

Transfer to Stage 2

(60)

80

(20)

(64)

87

(23)

Transfer to Stage 3

(3)

(78)

81

(3)

(73)

76

Net remeasurement due to transfers into stage

2

(84)

70

3

(11)

(82)

76

2

(4)

New originations or purchases

3

92

n/a

n/a

92

84

n/a

n/a

84

Net repayments

4

(23)

(26)

(5)

(54)

(22)

(25)

(4)

(51)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(22)

(29)

(13)

(64)

(21)

(30)

(10)

(61)

Changes to risk, parameters, and models

6

(96)

132

302

338

(102)

181

309

388

Disposals

Write-offs

(421)

(421)

(412)

(412)

Recoveries

78

78

78

78

Foreign exchange and other adjustments

(9)

(12)

(3)

(24)

12

17

5

34

Balance, including off-balance sheet instruments,

at end of period

721

1,211

275

2,207

683

1,224

282

2,189

Less: Allowance for off-balance sheet instruments

7

22

48

70

25

49

74

Balance at end of period

$

699

$

1,163

$

275

$

2,137

$

658

$

1,175

$

282

$

2,115

Credit Card

8

Balance, including off-balance sheet instruments,

at beginning of period

$

944

$

1,386

$

460

$

2,790

$

947

$

1,374

$

378

$

2,699

Provision for credit losses

Transfer to Stage 1

1

281

(271)

(10)

485

(474)

(11)

Transfer to Stage 2

(91)

116

(25)

(86)

107

(21)

Transfer to Stage 3

(9)

(273)

282

(5)

(242)

247

Net remeasurement due to transfers into stage

2

(109)

122

9

22

(222)

112

7

(103)

New originations or purchases

3

48

n/a

n/a

48

36

n/a

n/a

36

Net repayments

4

15

3

17

35

18

4

18

40

Derecognition of financial assets (excluding

disposals and write-offs)

5

(11)

(29)

(117)

(157)

(27)

(22)

(75)

(124)

Changes to risk, parameters, and models

6

(98)

365

268

535

(247)

473

375

601

Disposals

Write-offs

(529)

(529)

(529)

(529)

Recoveries

109

109

93

93

Foreign exchange and other adjustments

(20)

(24)

(13)

(57)

28

40

16

84

Balance, including off-balance sheet instruments,

at end of period

950

1,395

451

2,796

927

1,372

498

2,797

Less: Allowance for off-balance sheet instruments

7

196

290

486

196

293

489

Balance at end of period

$

754

$

1,105

$

451

$

2,310

$

731

$

1,079

$

498

$

2,308

1

Transfers represent stage transfer movements prior to ECL remeasurement.

2

Represents the mechanical remeasurement between twelve-month (i.e., Stage 1) and lifetime ECLs (i.e., Stage 2

or 3) due to stage transfers necessitated by credit risk migration, as

described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2025

Annual Consolidated Financial Statements, holding all other factors impacting the

change in ECLs constant.

3

Represents the increase in the allowance resulting from loans that were newly originated, purchased, or renewed.

4

Represents the changes in the allowance related to cash flow changes associated with new draws or repayments

on loans outstanding.

5

Represents the decrease in the allowance resulting from loans that were fully repaid and excludes the decrease

associated with loans that were disposed or fully written off.

6

Represents the changes in the allowance related to current period changes in risk (e.g.,

PD) caused by changes to macroeconomic factors, level of risk, parameters,

and/or models,

subsequent to stage migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information

and “Expert Credit Judgment”

sections of Note 2 and Note 3 of the

Bank’s 2025 Annual Consolidated Financial Statements for further details.

7

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

8

Credit cards are considered impaired and migrate to Stage 3 when they are 90 days past due and written off

at 180 days past due. Refer to Note 2 of the Bank’s 2025 Annual

Consolidated Financial Statements for further details.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 64

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

Balance, including off-balance sheet instruments,

at beginning of period

$

1,439

$

2,092

$

790

$

4,321

$

1,150

$

1,937

$

853

$

3,940

Provision for credit losses

Transfer to Stage 1

1

93

(93)

88

(88)

Transfer to Stage 2

(138)

142

(4)

(153)

158

(5)

Transfer to Stage 3

(2)

(151)

153

(3)

(152)

155

Net remeasurement due to transfers into stage

1

(31)

45

(1)

13

(28)

58

1

31

New originations or purchases

1

419

n/a

n/a

419

300

n/a

n/a

300

Net repayments

1

7

(31)

(102)

(126)

17

(19)

(10)

(12)

Derecognition of financial assets (excluding

disposals and write-offs)

1

(267)

(255)

(102)

(624)

(169)

(196)

(76)

(441)

Changes to risk, parameters, and models

1

(92)

195

439

542

29

250

250

529

Disposals

(22)

(22)

(9)

(9)

Write-offs

(256)

(256)

(202)

(202)

Recoveries

20

20

16

16

Foreign exchange and other adjustments

(10)

(39)

(27)

(76)

41

49

(2)

88

Balance, including off-balance sheet instruments,

at end of period

1,418

1,905

888

4,211

1,272

1,997

971

4,240

Less: Allowance for off-balance sheet instruments

2

251

217

6

474

177

193

6

376

Balance at end of period

1,167

1,688

882

3,737

1,095

1,804

965

3,864

Total Allowance, including

off-balance sheet

instruments, at end of period

3,192

4,705

1,700

9,597

2,996

4,774

1,824

9,594

Less: Total Allowance for

off-balance sheet

instruments

2

469

555

6

1,030

398

535

6

939

Total Allowance for Loan Losses

at end of period

$

2,723

$

4,150

$

1,694

$

8,567

$

2,598

$

4,239

$

1,818

$

8,655

1

For explanations regarding this line item, refer to the “Allowance for Loan Losses by Stage” table on the previous

page in this Note.

2

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

The allowance for credit losses on all remaining

financial assets is not significant.

(e)

FORWARD-LOOKING INFORMATION

Relevant macroeconomic factors are incorporated

in risk parameters as appropriate. Additional

risk factors that are industry or segment

specific are also

incorporated, where relevant. The key macroeconomic

variables used in determining ECLs include

regional unemployment rates for all retail exposures

and

regional housing price indices for residential

mortgages and home equity lines of credit.

For business and government loans,

the key macroeconomic variables

include gross domestic product (GDP), unemployment

rates, interest rates, and credit spreads.

Refer to Note 3 of the Bank’s 2025 Annual

Consolidated Financial

Statements for a discussion of how forward-looking

information is generated and considered

in determining whether there has been a

significant increase in credit

risk and in measuring ECLs.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 65

Macroeconomic Variables

Select macroeconomic variables are projected

over the forecast period.

The following table sets out average values

of the macroeconomic variables over

the four

calendar quarters starting with the current

quarter, and the remaining 4-year forecast period for the base

forecast and upside and downside scenarios

used in

determining the Bank’s ECLs as at January 31, 2026.

As the forecast period increases, information

about the future becomes less readily available

and projections

are anchored on assumptions around structural

relationships between economic parameters

that are inherently much less certain.

While trade tensions have

eased in recent months, uncertainty related to

the economic outlook remains elevated, and

our baseline forecast continues to reflect

tempered growth and higher

unemployment as a result of tariff actions. Any

further escalation in trade tensions would pose

a downside risk to the economic outlook.

However, the Bank’s

Canadian and U.S. downside scenarios reflect

a recession and help capture these risks

accordingly through its allowance process.

Macroeconomic Variables

As at

January 31, 2026

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q1 2026-

4-year

Q1 2026-

4-year

Q1 2026-

4-year

Q4 2026

1

period

1

Q4 2026

1

period

1

Q4 2026

1

period

1

Unemployment rate

Canada

6.7

%

6.0

%

6.2

%

5.7

%

7.7

%

7.2

%

United States

4.2

4.0

4.1

3.8

5.6

5.4

Real GDP

Canada

1.3

1.7

1.4

1.9

(0.8)

2.1

United States

2.2

2.1

2.3

2.3

(0.3)

2.5

Home prices

Canada (average existing price)

2

4.1

3.7

4.2

3.9

(4.8)

3.3

United States (CoreLogic HPI)

3

1.6

3.5

2.2

4.1

(6.4)

4.1

Central bank policy interest rate

Canada

2.25

2.25

2.50

2.50

1.13

1.42

United States

3.44

3.25

3.63

3.50

2.06

2.30

U.S. 10-year treasury yield

4.03

4.00

4.25

4.23

3.58

3.58

U.S. 10-year BBB spread (%-pts)

1.42

1.60

1.29

1.54

2.28

1.90

Exchange rate (U.S. dollar/Canadian dollar)

$

0.74

$

0.75

$

0.74

$

0.76

$

0.68

$

0.70

1

The numbers represent average values for the quoted periods and average of year-on-year growth for real GDP and home prices.

2

The average home price is the average transacted sale price of homes sold via the Multiple Listing Service; data is collected by the Canadian Real Estate Association.

3

The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time.

(f)

SENSITIVITY OF ALLOWANCE FOR CREDIT LOSSES

ECLs are sensitive to the inputs used in internally

developed models, the macroeconomic

variables in the forward-looking forecasts and

respective probability

weightings in determining the probability-weighted

ECLs, and other factors considered when

applying expert credit judgment. Changes

in these inputs,

assumptions, models, and judgments would

affect the assessment of significant increase in

credit risk and the measurement of ECLs.

The following table presents the base ECL

scenario compared to the probability-weighted ECLs,

with the latter derived from three ECL

scenarios for performing

loans and off-balance sheet instruments. The difference

reflects the impact of deriving multiple

scenarios around the base ECLs and resultant

change in ECLs due

to non-linearity and sensitivity to using

macroeconomic forecasts.

Change from Base to Probability-Weighted

ECLs

(millions of Canadian dollars, except

as noted)

As at

January 31, 2026

October 31, 2025

Probability-weighted ECLs

$

7,897

$

8,137

Base ECLs

7,464

7,737

Difference – in amount

$

433

$

400

Difference – in percentage

5.8

%

5.2

%

ECLs for performing loans and off-balance sheet instruments

consist of an aggregate amount of Stage 1 and

Stage 2 probability-weighted ECLs

which are twelve-

month ECLs and lifetime ECLs, respectively. Transfers from Stage 1 to Stage

2 ECLs result from a significant increase

in credit risk since initial recognition

of the

loan.

The following table shows the estimated

impact of staging on ECLs by presenting all

performing loans and off-balance sheet instruments

calculated using

twelve-month ECLs compared to the current

aggregate probability-weighted ECLs, holding

all risk profiles constant.

Incremental Lifetime ECLs Impact

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

Probability-weighted ECLs

$

7,897

$

8,137

All performing loans and off-balance sheet instruments

using 12-month ECLs

6,206

6,435

Incremental lifetime ECLs impact

$

1,691

$

1,702

(g)

FORECLOSED ASSETS

Foreclosed assets are repossessed non-financial

assets where the Bank gains title, ownership,

or possession of individual properties,

such as real estate

properties, which are managed for sale in an

orderly manner with the proceeds used

to reduce or repay any outstanding debt.

The Bank does not generally occupy

foreclosed properties for its business use.

The Bank predominantly relies on third-party

appraisals to determine the carrying value of

foreclosed assets.

Foreclosed

assets held for sale were $

103

million as at January 31, 2026 (October 31, 2025

– $

101

million) and were recorded in Other assets

on the Interim Consolidated

Balance Sheet.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 66

(h)

LOANS PAST DUE BUT NOT IMPAIRED

A loan is classified as past due when a borrower

has failed to make a payment by the

contractual due date.

The following table summarizes loans that are

past

due but not impaired.

Loans less than 31 days contractually past

due are excluded as they do not generally

reflect a borrower’s ability to meet

their payment

obligations.

Loans Past Due but not Impaired

1

(millions of Canadian dollars)

As at

January 31, 2026

October 31, 2025

31-60

61-89

31-60

61-89

days

days

Total

days

days

Total

Residential mortgages

$

403

$

227

$

630

$

407

$

129

$

536

Consumer instalment and other personal

1,004

365

1,369

930

301

1,231

Credit card

378

257

635

373

253

626

Business and government

402

108

510

247

85

332

Total

$

2,187

$

957

$

3,144

$

1,957

$

768

$

2,725

1

Includes loans that are measured at FVOCI.

NOTE 7: INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

INVESTMENT IN THE CHARLES SCHWAB CORPORATION

On February 12, 2025, the Bank sold its entire

remaining equity investment in The

Charles Schwab Corporation (“Schwab”) through a

registered offering and

share repurchase by Schwab. Immediately prior

to the sale, TD held

184.7

million shares of Schwab’s common stock, representing

10.1

% economic ownership.

The sale of the shares resulted in proceeds

of approximately $

21.0

billion and the Bank recognized in Other income

(loss) a net gain on sale of approximately

$

9.2

billion. This gain is net of the release of

related cumulative foreign currency translation

from AOCI, the release of AOCI on designated

net investment hedging

items, and direct transaction costs. For segment

reporting, the Bank recognized an after-tax

gain of $

8.6

billion in its Corporate segment and $

184

million of

underwriting fees in its Wholesale segment

as a result of TD Securities acting as a lead

bookrunner on the transaction.

The Bank discontinued recording its share

of earnings available to common shareholders

from its investment in Schwab following

the sale. Prior to the sale, the

Bank accounted for its investment in

Schwab using the equity method. The Bank’s

share of Schwab’s earnings available to common

shareholders was reported

with a one-month lag. The Bank’s share of net

income from its prior investment in Schwab

of $

231

million during the three months ended January

31, 2025,

reflects net income after adjustments for

amortization of certain intangibles net of tax.

The Stockholder Agreement was terminated

by the Bank’s sale of its equity investment in Schwab.

The Bank continues to have a business

relationship with

Schwab through the insured deposit account

agreement (“Schwab IDA Agreement”).

INSURED DEPOSIT ACCOUNT AGREEMENT

On May 4, 2023, the Bank and Schwab entered

into an amended Schwab IDA Agreement,

with an initial expiration of July 1, 2034.

Pursuant to the Schwab IDA

Agreement, the Bank makes sweep deposit

accounts available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate

obligation amounts. Remaining deposits are designated

as floating-rate obligations. The IDA deposit

floor is set at US$

60

billion.

Refer to Note 26 of the Bank’s 2025 Annual

Consolidated Financial Statements for further details

on the Schwab IDA Agreement.

NOTE 8: OTHER ASSETS

Other Assets

(millions of Canadian dollars)

As at

January 31

October 31

2026

2025

Accounts receivable and other items

$

9,697

$

9,366

Accrued interest

5,647

5,674

Current income tax receivable

3,939

3,849

Defined benefit asset

1,018

1,111

Investments in other associates and joint

ventures

5,206

5,237

Prepaid expenses

1,828

1,815

Reinsurance contract assets

915

936

Total

$

28,250

$

27,988

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 67

NOTE 9: DEPOSITS

Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal, which

primarily include business and government

chequing accounts. Notice deposits are those for which the Bank can legally require notice prior to withdrawal,

which include both savings and chequing

accounts. Term

deposits are payable on a given date of maturity and are purchased by customers to earn interest over a fixed period, with terms ranging from

one day to ten years and generally include fixed term deposits, guaranteed investment certificates, senior debt, and similar

instruments. The aggregate amount

of term deposits in denominations of $100,000 or more as at January 31, 2026, was $

571

billion (October 31, 2025 – $

544

billion).

Deposits

(millions of Canadian dollars)

As at

January 31

October 31

By Type

By Country

2026

2025

Demand

Notice

Term

1

Canada

United States

International

Total

Total

Personal

$

26,153

$

479,809

$

132,464

$

356,167

$

282,259

$

$

638,426

$

650,396

Banks

9,908

242

14,379

18,166

4,403

1,960

24,529

27,233

Business and government

2

155,591

199,603

226,995

429,538

151,771

880

582,189

589,475

191,652

679,654

373,838

803,871

438,433

2,840

1,245,144

1,267,104

Trading

42,328

30,334

5,300

6,694

42,328

37,882

Designated at fair value through

profit or loss

3

224,941

75,821

84,842

64,278

224,941

197,336

Total

$

191,652

$

679,654

$

641,107

$

910,026

$

528,575

$

73,812

$

1,512,413

$

1,502,322

Non-interest-bearing deposits

included above

4

Canada

$

61,296

$

60,796

United States

70,447

73,364

International

1

Interest-bearing deposits

included above

4

Canada

848,730

834,275

United States

5

458,128

468,328

International

73,812

65,558

Total

2,6

$

1,512,413

$

1,502,322

1

Includes $

102.4

billion (October 31, 2025 – $

104.3

billion) of senior debt which is subject to the bank recapitalization “bail-in” regime. This regime provides

certain statutory powers to the

Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into

common shares in the event that the Bank becomes non-viable.

2

Includes $

72.5

billion relating to covered bondholders (October 31, 2025 – $

70.6

billion).

3

Financial liabilities designated at FVTPL on the Consolidated Balance Sheet also include $

296

million (October 31, 2025 – $

299

million) of loan commitments, financial guarantees and

other liabilities designated at FVTPL.

4

The geographical splits of the deposits are based on the point of origin of the deposits.

5

Includes $

8.8

billion (October 31, 2025 – $

7.2

billion) of U.S. federal funds deposited and $

4.1

billion (October 31, 2025 – $

1.1

billion) of deposits and advances with the FHLB.

6

Includes deposits of $

809.5

billion (October 31, 2025 – $

807.7

billion) denominated in U.S. dollars and $

119.2

billion (October 31, 2025 – $

111.1

billion) denominated in other foreign

currencies.

NOTE 10: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

January 31

October 31

2026

2025

Accounts payable, accrued expenses, and

other items

1

$

11,031

$

8,954

Accrued interest

4,545

4,652

Accrued salaries and employee benefits

4,733

7,313

Cheques and other items in transit

1,424

255

Current income tax payable

283

296

Deferred tax liabilities

280

303

Defined benefit liability

1,354

1,372

Lease liabilities

5,250

5,352

Liabilities related to structured entities

3,888

4,008

Provisions

(Note 17)

1,721

1,735

Total

$

34,509

$

34,240

1

Includes dividends and distributions payable of $

1,802

million as at January 31, 2026 (October 31, 2025 –

nil

).

NOTE 11: SUBORDINATED NOTES AND DEBENTURES

Redemptions

On January 20, 2026, the Bank announced

that subsequent to the quarter-end, it intends

to exercise its right to redeem on March

4, 2026 all of its outstanding

$

1.25

billion

4.859

% non-viability contingent capital medium-term

notes due March 4, 2031 constituting

subordinated indebtedness of the Bank, at

a redemption

price of

100

per cent of the principal amount, plus

accrued and unpaid interest to, but excluding,

March 4, 2026.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 68

NOTE 12: EQUITY

The following table summarizes the changes

to the shares and other equity instruments

issued and outstanding,

and treasury instruments held as at and

for the

three months ended January 31, 2026 and

January 31, 2025.

Shares and Other Equity Instruments

Issued and Outstanding and Treasury Instruments

Held

(thousands of shares or other equity instruments

and millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Number

Number

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,689,496

$

24,727

1,750,272

$

25,373

Proceeds from shares issued on exercise

of stock options

1,208

108

353

25

Shares issued as a result of dividend

reinvestment plan

1,575

130

Purchase of shares for cancellation and other

(19,426)

(284)

Balance as at end of period – common shares

1,671,278

$

24,551

1,752,200

$

25,528

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

49,650

$

2,850

91,650

$

3,900

Redemption of shares

(20,000)

(500)

Balance as at end of period

49,650

$

2,850

71,650

$

3,400

Other Equity Instruments

1

Balance as at beginning of period

7,251

$

8,775

5,751

$

6,988

Issue of limited recourse capital notes

750

750

Balance as at end of period

7,251

8,775

6,501

7,738

Balance as at end of period – preferred

shares

and other equity instruments

56,901

$

11,625

78,151

$

11,138

Treasury – common shares

2

Balance as at beginning of period

$

213

$

(17)

Purchase of shares

27,028

(3,314)

44,875

(3,504)

Sale of shares

(26,987)

3,309

(44,630)

3,483

Balance as at end of period – treasury

– common shares

41

$

(5)

458

$

(38)

Treasury – preferred shares and

other equity instruments

2

Balance as at beginning of period

29

$

(4)

163

$

(18)

Purchase of shares and other equity instruments

227

(162)

2,453

(1,120)

Sale of shares and other equity instruments

(245)

155

(2,067)

1,087

Balance as at end of period – treasury

– preferred shares and other equity

instruments

11

$

(11)

549

$

(51)

1

For Other Equity Instruments, the number of shares represents the number of notes issued.

2

When the Bank purchases its own equity instruments as part of its trading business, they are classified as treasury

instruments and the cost of these instruments is recorded as a

reduction in equity.

DIVIDENDS

On February 25, 2026, the Board approved

a dividend in an amount of one dollar and eight

cents ($

1.08

) per fully paid common share in the capital

stock of the

Bank for the quarter ending April 30, 2026, payable

on and after April 30, 2026, to shareholders

of record at the close of business on April

9, 2026.

DIVIDEND REINVESTMENT PLAN

The Bank offers a Dividend Reinvestment Plan

(DRIP) for its common shareholders.

Participation in the plan is optional and

under the terms of the plan, cash

dividends on common shares are used

to purchase additional common shares. At

the option of the Bank, the common shares

may be issued from treasury at an

average market price based on the last five

trading days before the date of the dividend

payment, with a discount of between

0

% to

5

% at the Bank’s discretion or

purchased from the open market at market

prices.

During the three months ended January 31,

2026, the Bank satisfied the DRIP requirements

through open market common share purchases

(three months

ended January 31, 2025 – the Bank satisfied

the DRIP requirements through common

shares issued from treasury with

no

discount).

NORMAL COURSE ISSUER BID

On February 24, 2025, the Bank announced

that the Toronto Stock Exchange (TSX) and OSFI had approved the Bank’s normal

course issuer bid (2025 NCIB) to

repurchase for cancellation up to $

8

billion of its common shares, not to exceed

100

million common shares. The Bank completed

$

8

billion in repurchases and

terminated the 2025 NCIB in January 2026.

From the commencement of the 2025

NCIB on March 3, 2025, to its completion

and termination on January 15, 2026,

the Bank repurchased

80.2

million shares under the program, at an average

price of $

99.74

per share for a total amount of $

8.0

billion.

On January 16, 2026, the Bank announced

that the TSX and OSFI have approved

the Bank’s new normal course issuer bid (2026

NCIB) to repurchase for

cancellation up to $

7

billion of its common shares, not

to exceed

61

million common shares. The 2026 NCIB

commenced on January 20, 2026, and will

terminate

on (A) the earliest to occur of: (i) January 15,

2027; (ii) the date on which the aggregate

purchase cost of common shares purchased

equals $

7

billion; and (iii) the

date on which the maximum number of

common shares purchasable is reached; or

(B) such earlier date as the Bank may

determine. From the commencement of

the 2026 NCIB on January 20, 2026, to January

31, 2026, the Bank repurchased

3.8

million shares under the program, at an average

price of $

129.06

per share

for a total amount of $

0.5

billion.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 69

NOTE 13: SHARE-BASED COMPENSATION

For the three months ended January 31,

2026, the Bank recognized compensation

expense for stock option awards of $

9.4

million (three months ended

January 31, 2025 – $

3.1

million). During the three months ended

January 31, 2026,

1.6

million (three months ended January 31,

2025 –

2.0

million) stock options

were granted by the Bank at a weighted-average

fair value of $

21.89

per option (January 31, 2025 – $

12.80

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the three months ended January 31,

2026 and January 31, 2025.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the three months ended

January 31

January 31

2026

2025

Risk-free interest rate

3.42

%

3.08

%

Option contractual life

10 years

10 years

Expected volatility

19.44

%

19.47

%

Expected dividend yield

4.02

%

3.94

%

Exercise price/share price

$

126.43

$

75.76

The risk-free interest rate is based on Government

of Canada benchmark bond yields as

at the grant date. Expected volatility is

calculated based on the historical

average daily volatility and expected dividend

yield is based on dividend payouts in the last

fiscal year. These assumptions are measured over a period

corresponding to the option contractual life.

NOTE 14: EMPLOYEE BENEFITS

The following table summarizes expenses for

the Bank’s principal pension and non-pension post-retirement

defined benefit plans and the Bank’s other

material

defined benefit pension plans, for the

three months ended January 31, 2026

and January 31, 2025. Other employee defined

benefit plans operated by the Bank

and certain of its subsidiaries are not considered

material for disclosure purposes.

Defined Benefit Plan Expenses

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

1

For the three months ended

January 31

January 31

January 31

January 31

January 31

January 31

2026

2025

2026

2025

2026

2025

Service cost – benefits earned

$

69

$

69

$

1

$

2

$

5

$

5

Net interest cost (income) on net defined

benefit liability (asset)

(12)

(12)

4

4

4

6

Defined benefit administrative expenses

2

3

2

1

Total

$

59

$

60

$

5

$

6

$

11

$

12

1

Includes Canada Trust defined benefit pension plan, TD Banknorth defined benefit pension

plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and supplemental executive defined benefit pension plans.

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

months ended January 31, 2026 and January

31, 2025.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

January 31

January 31

2026

2025

Defined contribution pension plans

1

$

111

$

106

Government pension plans

2

230

220

Total

$

341

$

326

1

Includes defined contribution portion of the TD Pension Plan (Canada) and TD Bank, N.A. defined contribution 401(k)

plan.

2

Includes Canada Pension Plan, Quebec Pension Plan, and Social Security under the U.S.

Federal Insurance Contributions Act

.

The following table summarizes the remeasurements

recognized in OCI for the Bank’s principal pension

and post-retirement defined benefit plans

and certain of

the Bank’s other material defined benefit pension

plans, for the three months ended January

31, 2026 and January 31, 2025.

Amounts Recognized in Other Comprehensive

Income for Remeasurement of Defined

Benefit Plans

1,2,3

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

January 31

January 31

January 31

January 31

January 31

January 31

2026

2025

2026

2025

2026

2025

Remeasurement gain/(loss) – financial

$

235

$

(139)

$

8

$

(7)

$

(1)

$

(10)

Remeasurement gain/(loss) – return on plan

assets less

interest income

(311)

182

Change in asset limitation and minimum

funding requirement

(3)

Total

$

(76)

$

40

$

8

$

(7)

$

(1)

$

(10)

1

Excludes the Canada Trust defined benefit pension plan, TD Banknorth defined benefit

pension plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and other employee defined benefit plans operated by the Bank and certain of its subsidiaries not considered material for

disclosure purposes as these plans are not remeasured on

a quarterly basis.

2

Changes in discount rates and return on plan assets are reviewed and updated on a quarterly basis. All other assumptions

are updated annually.

3

Amounts are presented on a pre-tax basis.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 70

NOTE 15: INCOME TAXES

Other Tax Matters

The Canada Revenue Agency (CRA), Revenu

Québec Agency (RQA) and Alberta

Tax and Revenue Administration (ATRA) are denying certain dividend and

interest deductions claimed by the Bank.

As at January 31, 2026, the CRA has reassessed

the Bank for $

1,676

million for the years 2011 to 2020, the RQA has

reassessed the Bank for $

52

million for the years 2011 to 2019, and the ATRA has reassessed the Bank for $

71

million for the years 2011 to 2020. In total, the

Bank has been reassessed for $

1,799

million of income tax and interest. The Bank

expects to continue to be reassessed

for open years. The Bank is of the view

that its tax filing positions were appropriate

and filed a Notice of Appeal with the

Tax Court of Canada on March 21, 2023.

NOTE 16: EARNINGS PER SHARE

Basic earnings per share is calculated by

dividing net income available to common

shareholders by the weighted-average number

of common shares outstanding

for the period.

Diluted earnings per share is calculated using

the same method as basic earnings per

share except that certain adjustments are made

to net income available

to common shareholders and the weighted-average

number of shares outstanding for the effects of

all dilutive potential common shares

that are assumed to be

issued by the Bank.

The following table presents the Bank’s basic and

diluted earnings per share for the three

months ended January 31, 2026 and January

31, 2025.

Basic and Diluted Earnings Per Share

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

January 31

2026

2025

Basic earnings per share

Net income available to common shareholders

$

3,942

$

2,707

Weighted-average number of common shares outstanding

(millions)

1,680.3

1,749.9

Basic earnings per share

(Canadian dollars)

$

2.35

$

1.55

Diluted earnings per share

Net income available to common shareholders

including impact of dilutive securities

$

3,942

$

2,707

Weighted-average number of common shares outstanding

(millions)

1,680.3

1,749.9

Effect of dilutive securities

Stock options potentially exercisable (millions)

1

4.4

0.8

Weighted-average number of common shares outstanding

– diluted (millions)

1,684.7

1,750.7

Diluted earnings per share

(Canadian dollars)

1

$

2.34

$

1.55

1

For the three months ended January 31, 2026, the computation of diluted earnings per share excluded average

options outstanding of

0.8

million (three months ended January 31, 2025

5.9

million), with a weighted-average exercise price of $

126.43

(three months ended January 31, 2025

– $

84.34

), as the option price was greater than the average market price of the

Bank’s common shares.

NOTE 17: PROVISIONS AND CONTINGENT

LIABILITIES

Other than as described below, there have been no new significant

events or transactions except as previously

identified in Note 25 of the Bank’s 2025 Annual

Consolidated Financial Statements.

(a)

RESTRUCTURING CHARGES

The Bank continued to undertake certain

measures in the first quarter of 2026 to reduce

its cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $

200

million pre-tax of restructuring charges during

the three months ended January 31, 2026.

The restructuring charges primarily

relate to: (i) employee severance and other

personnel-related costs recorded

as provisions, (ii) real estate optimization

mainly recorded as a reduction to buildings

and land, and (iii) asset impairment and

other rationalization, including certain

business wind-downs.

The restructuring program has concluded.

(b)

LEGAL AND REGULATORY MATTERS

In the ordinary course of business, the Bank

and its subsidiaries are involved in various

legal and regulatory actions, including but

not limited to civil claims and

lawsuits, regulatory examinations, investigations,

audits, and requests for information by

governmental, regulatory and self-regulatory

agencies and law

enforcement authorities in various jurisdictions,

in respect of our businesses and compliance

programs. The Bank establishes provisions

when it becomes

probable that the Bank will incur a loss and

the amount can be reliably estimated.

The Bank also estimates the aggregate range

of reasonably possible losses

(RPL) in its legal and regulatory actions (that

is, those which are neither probable nor

remote), in excess of provisions. However, the Bank does

not disclose the

specific possible loss associated with each underlying

matter given the substantial uncertainty associated

with each possible loss as described below and

the

negative consequences to the Bank’s resolution

of the matters that comprise the

RPL should individual possible losses be disclosed.

As at January 31, 2026, the

Bank’s RPL is from

zero

to approximately $

448.6

million (October 31, 2025 – from

zero

to approximately $

440.7

million). The Bank’s provisions and RPL represent

the Bank’s best estimates based upon currently available

information for actions for which estimates

can be made, but there are a number of factors

that could

cause the Bank’s actual losses to be significantly

different from its provisions or RPL. For example,

the Bank’s estimates involve significant judgment

due to the

varying stages of the proceedings, the existence

of multiple defendants in many proceedings

whose share of liability has yet to be determined,

the numerous yet-

unresolved issues in many of the proceedings,

some of which are beyond the Bank’s control and/or

involve novel legal theories and interpretations,

the attendant

uncertainty of the various potential outcomes

of such proceedings, and the fact that the underlying

matters will change from time to time. In addition,

some actions

seek very large or indeterminate damages.

Refer to Note 25 of the Bank’s 2025 Annual Consolidated

Financial Statements for details on the Bank’s significant

legal and regulatory matters. Based on

the Bank’s current knowledge, and subject to

the factors listed above as well as other uncertainties

inherent in litigation and

regulatory matters, other than as described

below: (i) there have been no notable developments

to the matters previously identified in Note 25

of the Bank’s 2025

Annual Consolidated Financial Statements; and

(b) since October 31, 2025, no other legal

or regulatory matter has arisen or progressed

to the point that it would

reasonably be expected to result in a material

financial impact to the Bank.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 71

As previously disclosed, on October 10, 2024,

the Bank announced that, following active

cooperation and engagement with authorities and

regulators, it

reached a resolution (the “Global Resolution”)

of previously disclosed investigations related

to its U.S. Bank Secrecy Act (BSA) and Anti-Money

Laundering (AML)

compliance programs (collectively, the “U.S. BSA/AML program”).

The Bank and certain of its U.S. subsidiaries

consented to orders with the Office of the

Comptroller of the Currency (OCC), the Federal

Reserve Board, and the Financial Crimes

Enforcement Network and entered into plea agreements

with the

Department of Justice (DOJ), Criminal

Division, Money Laundering and Asset

Recovery Section and the United States

Attorney’s Office for the District of New

Jersey. Details of the Global Resolution include: (i) a total payment

of US$

3.088

billion ($

4.233

billion), all of which was provisioned during

the 2024 fiscal year;

(ii) TD Bank, N.A. (TDBNA) pleading guilty

to one count of conspiring to fail to maintain

an adequate AML program, failing

to file accurate currency transaction

reports (CTRs) and launder money and

TD Bank US Holding Company (TDBUSH)

pleading guilty to two counts of causing

TDBNA to fail to maintain an adequate

AML program and to fail to file accurate

CTRs; (iii) requirements to remediate the

Bank’s U.S. BSA/AML program; (iv) a requirement

to prioritize the funding and

staffing of the remediation, which includes Board

certifications for dividend distributions

from certain of the Bank’s U.S. subsidiaries to the

Bank; (v) formal

oversight of the U.S. BSA/AML remediation

through an independent compliance monitorship;

(vi) a prohibition against the average combined

total assets of TD’s

two U.S. banking subsidiaries (TDBNA and

TD Bank USA, N.A.) (collectively, the “U.S. Bank”) exceeding

US$

434

billion (representing the combined total assets

of the U.S. Bank as at September 30, 2024)

(the “Asset Limitation”), and if the

U.S. Bank does not achieve compliance with

all actionable articles in the OCC

consent orders (and for each successive

year that the U.S. Bank remains non-compliant),

the OCC may require the U.S. Bank to

further reduce total consolidated

assets by up to

7

%; (vii) the U.S. Bank being subject to OCC

supervisory approval processes for any

additions of new bank products, services,

markets, and

stores prior to the OCC’s acceptance of the

U.S. Bank’s improved AML policies and procedures,

to ensure the AML risk of new initiatives is appropriately

considered and mitigated; (viii) requirements

for the Bank and TD Group U.S. Holdings,

LLC (TDGUS) to retain a third party

to assess the effectiveness of the

corporate governance and U.S. management

structure and composition to adequately

oversee U.S. operations; (ix) requirements

to comply with the terms of the

plea agreements with the DOJ during a five-year

term of probation (which could be extended

as a result of the Bank failing to complete

the compliance

undertakings, failing to cooperate or to report

alleged misconduct as required, or

committing additional crimes); (x) an ongoing

obligation to cooperate with DOJ

investigations; and (xi) an ongoing obligation

to report evidence or allegations of violations

by the Bank, its affiliates, or their employees

that may be a violation of

U.S. federal law. The Bank is focused on meeting the

terms of the consent orders and plea agreements,

including meeting its requirements to remediate

the

Bank’s U.S. BSA/AML compliance programs.

During the first fiscal quarter of 2025, the

Bank fully paid the remainder of the monetary penalty

owed pursuant to the

consent orders and plea agreements that

were entered into as part of the Global Resolution.

The payment was covered by provisions previously

taken by the Bank

for this matter.

As previously disclosed, the Bank and

some former and current directors, officers and employees

have been named as defendants in proposed

class action

lawsuits in the United States and Canada

purporting to be brought on behalf of

the Bank’s shareholders alleging, among other things,

that a decline in the price of

the Bank’s shares was the result of misleading disclosures

with respect to the Bank’s AML compliance programs

and/or the potential outcomes of the government

agencies’ or regulators’ investigations.

The two proposed class actions filed in

the United States have been consolidated

under the caption

Tiessen v. The

Toronto-Dominion Bank, et al.,

in the United States District Court for

the Southern District of New York, and a consolidated amended complaint

has been filed

which names TD Bank, N.A., TDBUSH,

and certain former and current officers as

defendants. On May 30, 2025, the defendants

filed a motion to dismiss in the

Tiessen

case, which is pending before the court. Out

of the three proposed class actions in Ontario,

Parkin v. The Toronto-Dominion Bank, et al.,

has been

identified as the lead action with the other

two Ontario actions being stayed. There remains

one further proposed class action in Quebec

which has been stayed.

The

Parkin

certification hearing and the motion to seek

leave under the

Securities Act

(Ontario) was argued in part on February

17 to 20, 2026, with additional

dates to be scheduled. A putative shareholder

derivative action, captioned

Rubin v. Masrani, et al.,

has also been filed purportedly on behalf

of TD in the United

States in the Supreme Court of the State

of New York, New York County,

against certain former and current TD directors,

officers and employees, and certain of

TD’s U.S. affiliates and subsidiaries. The complaint asserts

alleged breaches of duties and other

claims against the individual defendants in

connection with the

Bank’s U.S. BSA/AML compliance programs.

On October 31, 2025, TD filed a

motion to dismiss the

Rubin

action. Certain purported TD shareholders

have also

filed an application in the Ontario Superior

Court of Justice (

The Trustees of International Brotherhood of Electrical Workers,

et al., v. The Toronto-Dominion Bank,

et al.

) seeking leave to bring a shareholder derivative

action in the Delaware Court of Chancery

on behalf of TD and TDBUSH against certain

current and former

directors and officers. The motion to seek leave

is scheduled for April 21, 2026. All of

the proceedings are still in early stages. Losses

or damages cannot be

estimated at this time.

As previously disclosed, the Bank has been

named as defendant in a purported class

action lawsuit in the United States to be brought

on behalf of First Horizon

shareholders alleging that a decline in the price

of First Horizon shares was the result

of alleged misleading disclosures the

Bank made with respect to its U.S.

BSA/AML compliance programs and its

effect on the Bank’s contemplated merger with

First Horizon. The lawsuit also names some of

the Bank’s former and

current officers and a former employee as defendants.

On November 26, 2025, the court dismissed

plaintiffs’ complaint, but gave plaintiffs a final opportunity

to

amend their complaint again to attempt

to address its deficiencies. On January

22, 2026, the plaintiffs did not amend their complaint

and instead filed a notice of

appeal. Losses or damages cannot be estimated

at this time.

As previously disclosed, the Bank is a defendant

in Canada and/or the United States in a

number of matters brought by customers, including

class actions,

alleging claims in connection with various

fees, practices and credit decisions. The

cases are in various stages of maturity and

include, among others: a Quebec

action against members of the financial

services industry (including the Bank) regarding

the existence and amount of the insufficient or

non-sufficient funds fee, a

Quebec action against certain brokers (including

TD Direct Investing) regarding disclosure

of foreign conversion fees, and a Quebec action

against members of

the automobile insurance industry (including

Primmum Insurance Company) regarding

underwriting practices in Quebec.

Refer to Note 15 for disclosures related

to tax matters.

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 72

NOTE 18: SEGMENTED INFORMATION

For management reporting purposes, the Bank

reports its results from business operations

and activities under four key business

segments:

Canadian Personal

and Commercial Banking, U.S. Banking,

Wealth Management and Insurance, and Wholesale

Banking. The Bank’s other activities are grouped

into the Corporate

segment. Effective the first quarter of 2026, the

Bank renamed its U.S. Retail segment to

U.S. Banking to better reflect the segment’s financial

products and

services.

Canadian Personal and Commercial

Banking provides financial products and services

to personal, small business and commercial

customers, and includes

TD Auto Finance Canada. U.S. Banking is

comprised of personal and business banking

in the U.S., TD Auto Finance U.S., and the

U.S. wealth business.

Effective

the first quarter of 2026, non-interest income

within U.S. Banking is adjusted for the Bank’s

share of losses from community-based

tax-advantaged investments

accounted for using the equity method

which are reclassified to provision for income

taxes. The adjustment between non-interest

income and provision for income

taxes reflected in U.S. Banking results is reversed

in the Corporate segment. The adjustment

for the quarter was $

184

million (US$

132

million), compared with

$

145

million (US$

105

million) in the prior quarter and $

164

million (US$

116

million) in the first quarter last year. Comparative amounts

have been reclassified to

conform with the presentation adopted in the

current period. On February 12, 2025, the Bank

sold its entire remaining equity investment in

Schwab.

Prior to the

sale, the Bank’s investment in Schwab was reported

in the U.S. Banking segment,

refer to Note 7 for further details.

Wealth Management and Insurance includes

the Canadian wealth business which provides

investment products and services to institutional

and retail investors, and the insurance

business which provides

property and casualty insurance, as well as

life and health insurance products to customers

across Canada.

Wholesale Banking provides a wide range

of capital

markets, investment banking, and corporate

banking products and services,

including underwriting and distribution

of new debt and equity issues, providing

advice

on strategic acquisitions and divestitures, and

meeting the daily trading, funding, and investment

needs of the Bank’s clients. The Corporate segment

includes the

effects of certain asset securitization programs,

treasury management, elimination of

taxable equivalent adjustments and other

management reclassifications,

corporate level tax items, and residual unallocated

revenue and expenses.

The following table summarizes the segment

results for the three months ended January

31, 2026 and January 31, 2025.

Results by Business Segment

1

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Commercial Banking

U.S. Banking

and Insurance

Wholesale Banking

2

Corporate

2

Total

For the three months ended January 31

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

2026

2025

Net interest income (loss)

$

4,394

$

4,135

$

3,296

$

3,064

$

406

$

369

$

(75)

$

(107)

$

768

$

405

$

8,789

$

7,866

Non-interest income (loss)

1,027

1,014

789

(118)

3,500

3,229

2,545

2,107

(65)

(49)

7,796

6,183

Total revenue

5,421

5,149

4,085

2,946

3,906

3,598

2,470

2,000

703

356

16,585

14,049

Provision for (recovery of)

credit losses

436

521

295

451

172

72

136

168

1,039

1,212

Insurance service expenses

1,622

1,507

1,622

1,507

Non-interest expenses

2,147

2,086

2,468

2,380

1,258

1,173

1,563

1,535

1,317

896

8,753

8,070

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,838

2,542

1,322

115

1,026

918

735

393

(750)

(708)

5,171

3,260

Provision for (recovery of)

income taxes

794

711

282

(28)

269

238

174

94

(391)

(317)

1,128

698

Share of net income from

investment in Schwab

3,4

199

32

231

Net income (loss)

$

2,044

$

1,831

$

1,040

$

342

$

757

$

680

$

561

$

299

$

(359)

$

(359)

$

4,043

$

2,793

1

The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an

offsetting amount (representing the partners’ net share) recorded in

non-interest expenses, resulting in no impact to Corporate reported net income (loss). Net income (loss) included

in the U.S. Banking segment includes only the portion of revenue and

credit losses attributable to the Bank under the agreements.

2

Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB). The TEB adjustment

reflected in Wholesale Banking is reversed in the Corporate

segment.

3

The after-tax amount for amortization of acquired intangibles was recorded in the Corporate segment.

4

The Bank’s share of Schwab’s earnings was reported with a one-month lag. Refer to

Note 7 for further details.

Total Assets by Business Segment

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Banking

and Insurance

Banking

Corporate

Total

As at January 31, 2026

Total assets

$

622,046

$

512,606

$

26,278

$

778,643

$

159,733

$

2,099,306

As at October 31, 2025

Total assets

$

616,115

$

530,729

$

25,231

$

754,391

$

168,092

$

2,094,558

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 73

NOTE 19: INTEREST INCOME AND EXPENSE

The following tables present interest income

and interest expense by basis of accounting

measurement.

Interest Income

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Measured at amortized cost

1

$

17,561

$

19,844

Measured at FVOCI – Debt instruments

1

1,163

902

18,724

20,746

Measured or designated at FVTPL

1,913

2,061

Measured at FVOCI – Equity instruments

59

65

Total

$

20,696

$

22,872

1

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

January 31, 2026

January 31, 2025

Measured at amortized cost

1

$

9,152

$

11,820

Measured or designated at FVTPL

2,755

3,186

Total

$

11,907

$

15,006

1

Interest expense is calculated using EIRM.

NOTE 20: REGULATORY CAPITAL

The Bank manages its capital under guidelines

established by OSFI. The regulatory

capital guidelines measure capital in relation

to credit, market, and operational

risks. The Bank has various capital policies,

procedures, and controls which it utilizes

to achieve its goals and objectives. The

Bank is designated as a domestic

systemically important bank (D-SIB) and

a global systemically important bank (G-SIB).

Canadian banks designated as D-SIBs are required

to comply with OSFI’s minimum targets for risk-based

capital and leverage ratios. The minimum

targets

include a D-SIB surcharge and Domestic Stability

Buffer (DSB) for Common Equity Tier 1 Capital, Tier 1 Capital, Total Capital and risk-based Total Loss

Absorbing Capacity (TLAC) ratios. The

DSB level was increased to

3.5

% as of November 1, 2023, and as a result

the published regulatory minimum targets

are

set at

11.5

%,

13.0

%,

15.0

% and

25.0

%, respectively. The OSFI target includes the greater of the D-SIB

or G-SIB surcharge, both of which are

currently

1

% for the

Bank. The OSFI target for leverage requires

D-SIBs to hold a leverage ratio buffer of

0.50

% in addition to the existing minimum requirement.

This sets the

published regulatory minimum targets for leverage

and TLAC leverage ratios at

3.5

% and

7.25

%, respectively.

The Bank complied with all minimum risk-based

capital and leverage ratio requirements

set by OSFI in the three months ended January

31, 2026.

The following table summarizes the Bank’s regulatory

capital positions as at January 31, 2026

and October 31, 2025.

Regulatory Capital Position

(millions of Canadian dollars, except

as noted)

As at

January 31

October 31

2026

2025

Capital

Common Equity Tier 1 Capital

$

92,392

$

93,579

Tier 1 Capital

103,312

104,502

Total Capital

115,065

116,866

Risk-weighted assets used in the calculation

of capital ratios

635,191

636,424

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

14.5

%

14.7

%

Tier 1 Capital ratio

16.3

16.4

Total Capital ratio

18.1

18.4

Leverage ratio

4.5

4.6

TLAC Ratio

31.1

31.8

TLAC Leverage Ratio

8.6

8.9

TD BANK GROUP • FIRST QUARTER 2026 • REPORT TO SHAREHOLDERS

Page 74

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

1-800-387-0825 (Canada and U.S. only)

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Suite 101

Canton, MA 02021

1-866-233-4836

TDD for hearing impaired: 1-800-231-5469

Shareholders outside of U.S.: 201-680-6578

TDD shareholders outside of U.S.: 201-680-6610

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

General Information

Products and services: Contact TD

Canada Trust, 24 hours a day, seven

days a week: 1-866-567-8888

French: 1-866-233-2323

Cantonese/Mandarin: 1-800-328-3698

Telephone device for the hearing impaired

(TTY): 1-800-361-1180

Website:

www.td.com

Email:

customer.service@td.com

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on February

26, 2026. The call will be audio webcast

live through TD’s website at

9:30 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for the first quarter and

discussions of related disclosures,

followed by a question-and-answer period with analysts.

The presentation material referenced

during the call will be available on the

TD website at

www.td.com/investor

on February 26,

2026, in advance of the call.

A listen-only telephone line

is available at 416-855-9085 or 1-800-990-2777

(toll free), passcode

24789#.

The audio webcast and presentations will be

archived at

www.td.com/investor

. Replay of the teleconference will be available

until 11:59 p.m. ET on

March 13, 2026, by calling 289-819-1325 or 1-888-660-6264

(toll free). The passcode is 24789#.

Annual Meeting

Thursday, April 16, 2026

Toronto, Ontario

ex992

THE TORONTO-DOMINION BANK

EARNINGS COVERAGE ON SUBORDINATED

NOTES AND DEBENTURES,

PREFERRED SHARES CLASSIFIED AS EQUITY,

AND LIABILITIES FOR

PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS

AND CAPITAL

TRUST SECURITIES

FOR THE TWELVE

MONTHS ENDED JANUARY 31,

2026

TD Bank Group (“TD” or the “Bank”) dividend

requirements on all its outstanding preferred

shares and other equity instruments in respect

of the twelve months

ended January 31, 2026 and adjusted to a before-tax

equivalent using an effective tax rate of approximately

17.8% for the twelve months ended January

31, 2026,

amounted to $706 million. The Bank’s interest and

dividend requirements on all subordinated notes

and debentures, preferred shares and liabilities

for preferred

shares and other equity instruments and

capital trust securities, after adjustment

for new issues and retirement, amounted

to $1,221 million for the twelve months

ended January 31, 2026.

The Bank’s reported net income, before interest on

subordinated debt and liabilities for preferred

shares and capital trust securities and

income taxes was $26,064 million for the

twelve months ended January 31, 2026,

which was 21.4 times the Bank’s aggregate dividend

and interest requirement

for this period.

On an adjusted basis, the Bank’s net income before

interest on subordinated debt and liabilities

for preferred shares and other equity instruments

and capital

trust securities and income taxes for the twelve

months ended January 31, 2026, was $20,247

million, which was 16.6 times the Bank’s aggregate

dividend and

interest requirement for this period.

The Bank prepares its interim consolidated

financial statements in accordance with International

Financial Reporting Standards (IFRS),

the current generally

accepted accounting principles (GAAP),

and refers to results prepared in accordance

with IFRS as “reported”

results. The Bank also utilizes non-GAAP

financial

measures such as “adjusted”

results (i.e. reports results excluding

“items of note”) and non-GAAP ratios to

assess each of its businesses and measure

overall

Bank performance. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how

management views the Bank’s performance.

Non-GAAP financial measures and ratios used

in this presentation are not defined under

IFRS, and, therefore, may

not be comparable to similar terms used by

other issuers. See “How We Performed”

and “Quarterly Results” sections of the

Bank’s first quarter 2026 MD&A

(available at www.td.com/investor and www.sedarplus.ca), which are incorporated

by reference, for further explanation,

reported basis results, a list of the items

of

note, and a reconciliation of adjusted to reported

results.

ex993

RETURN ON ASSETS, AND EQUITY TO ASSETS

RATIOS

1,2

For the three months ended

For the year ended

January 31, 2026

October 31, 2025

October 31, 2025

Return on Assets – reported

3

0.74

%

0.58

%

0.95

%

Return on Assets – adjusted

4

0.77

0.70

0.69

Equity to Asset Ratio

5

6.0

6.0

5.9

1

Calculated pursuant to the U.S. Securities and Exchange Commission Industry Guide 3.

2

The Bank prepares its consolidated financial statements in accordance with International Financial Reporting Standards

(IFRS), the current generally accepted accounting principles

(GAAP), and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also utilizes

non-GAAP financial measures such as “adjusted” results (i.e. reported

results excluding “items of note”) and non-GAAP ratios to assess each of its businesses and measure overall Bank

performance. The Bank believes that non-GAAP financial measures

and non-GAAP ratios provide the reader with a better understanding of how management views the Bank’s

performance. Non-GAAP financial measures and ratios used in this

presentation are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other

issuers. For further explanation regarding reported basis results, list

of the items of note, and a reconciliation of adjusted to reported results,

refer to “Significant Events”, “How We Performed”,

and “How Our Businesses Performed“ sections of the Bank’s

first quarter 2026 MD&A (available at www.td.com/investor and www.sedar.com),

which are incorporated by reference.

3

Calculated as reported net income available to common shareholders divided by average total assets.

4

Calculated as adjusted net income available to common shareholders divided by average total assets.

5

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 1

1

2

3

4

TD Bank Group Reports First Quarter 2026 Results

Earnings News Release

Three months ended January 31, 2026

This quarterly Earnings News Release (ENR)

should be read in conjunction with the

Bank’s unaudited first quarter 2026

Report to Shareholders for the three

months ended January 31, 2026, prepared in

accordance with International Financial Reporting

Standards (IFRS) as issued by the

International Accounting

Standards Board (IASB), which is available

on our website at http://www.td.com/investor/.

This ENR is dated February 25, 2026. Unless

otherwise indicated, all

amounts are expressed in Canadian dollars, and

have been primarily derived from the Bank’s

Annual or Interim Consolidated Financial

Statements prepared in

accordance with IFRS. Certain comparative

amounts have been revised to conform with

the presentation adopted in the current period.

Additional information

relating to the Bank is available on the Bank’s website

at http://www.td.com,

as well as on SEDAR+ at http://www.sedarplus.ca

and on the U.S. Securities and

Exchange Commission’s (SEC) website at http://www.sec.gov

(EDGAR filers section).

Reported results conform with generally

accepted accounting principles (GAAP),

in accordance with IFRS.

Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s use

of non-GAAP financial measures, refer

to “Significant Events”,

“Non-GAAP and Other Financial

Measures” in the

“How We Performed”,

or “How Our Businesses Performed” sections

of this document.

FIRST QUARTER FINANCIAL HIGHLIGHTS,

compared with the first quarter last year:

Reported diluted earnings per share were

$2.34, compared with $1.55.

Adjusted diluted earnings per share were

$2.44, compared with $2.02.

Reported net income was $4,043 million,

compared with $2,793 million.

Adjusted net income was $4,216 million,

compared with $3,623 million.

FIRST QUARTER ADJUSTMENTS (ITEMS OF

NOTE)

The first quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $34 million ($26 million after tax or 1

cent per share), compared with $61 million

($52 million after tax or

3 cents per share) in the first quarter last

year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $44 million ($32

million after tax or

2 cents per share), compared with $54 million

($41 million after tax or 2 cents per

share) in the first quarter last year.

Restructuring charges of $200 million

($148 million after tax or 9 cents per share).

Federal Deposit Insurance Corporation

(FDIC)

special assessment of ($44)

million (($33) million after tax or (2) cents

per share).

TORONTO

, February 26, 2026

– TD Bank Group (“TD” or the “Bank”)

today announced its financial results for the

first quarter ended January 31, 2026.

Reported

earnings were $4.0 billion,

up 45% compared with the first quarter last

year, and adjusted earnings were $4.2 billion, up 16%.

“TD delivered strong first quarter results, including

record adjusted earnings and significant

year

over

year adjusted return on equity growth,

reflecting momentum

across our businesses as we advance our

Investor Day goals. We achieved robust trading

and fee income growth in our markets-driven

businesses, volume

growth in Canadian Personal and Commercial

Banking, and margin expansion,” said

Raymond Chun, Group President and

CEO, TD Bank Group. “Across TD, our

colleagues are driving deeper relationships,

helping us build a simpler and faster bank,

with disciplined execution.”

Canadian Personal and Commercial

Banking delivered record revenue,

earnings, deposit and loan volumes

Canadian Personal and Commercial

Banking net income was a record $2,044

million, an increase of 12% compared

with the first quarter last year, reflecting

higher pre-tax, pre-provision earnings (PTPP)

,

,

an increase of 7% year-over-year, and lower provisions

for credit losses (PCL). Revenue was a record

$5,421 million, an increase of 5% year-over-year, primarily

reflecting increased loan and deposit

volumes.

Canadian Personal Banking made significant

progress in deepening client relationships,

achieving its highest quarterly credit

card acquisitions in over a decade,

driven by record existing client pre-approvals

and new client credit card deepening rates. In

addition, the business also delivered

simpler and faster client and

colleague experiences with the national expansion

of its Branch Virtual Assistant, a GenAI Knowledge

Management tool, and the initial scaling of

an agentic AI

capability in Real Estate Secured Lending

to accelerate speed-to-decision.

Canadian Business Banking delivered

strong loan and non-term deposit growth

this

quarter, supported by continued expansion of its distribution

footprint. Small Business Banking also

saw continued growth in chequing accounts,

driven by

compelling client offers and strong frontline engagement.

U.S. Banking sustained business momentum

and executed against critical deliverables

U.S. Banking

reported net income was $1,040 million

(US$747 million),

an increase of $897 million (US$642

million) year-over-year. On an adjusted basis,

net

income was $1,007 million (US$723

million), an increase of $168 million (US$129

million) year-over-year, reflecting the impact of U.S. balance

sheet restructuring

activities and lower PCL, partially offset by higher

governance and control investments, including

costs for U.S. BSA/AML remediation and

higher employee-

related expenses.

This quarter, U.S. Banking sustained its momentum, supported

by growth across core lending portfolios

,

including record Bankcard digital sales

and robust year-

over-year growth in client assets within

U.S. Wealth. Conversion of the Nordstrom

credit card servicing platform has been

completed, enhancing scale to support

the U.S. credit card franchise.

Wealth Management and Insurance delivered record

earnings and assets reflecting strong

contributions from both business lines

1

PTPP is a non-GAAP financial measure, calculated by subtracting Canadian Personal and Commercial Banking

segment’s reported non-interest expenses from reported revenue.

Reported revenue – Q1 2026: $5,421 million, Q1 2025: $5,149 million. Reported non-interest expenses – Q1 202

6: $2,147 million, Q1 2025: $2,086 million. PTPP – Q1 2026:

$3,274 million, Q1 2025: $3,063 million.

2

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

3

Effective the first quarter of 2026, the Bank renamed its U.S. Retail segment to U.S. Banking to better

reflect the segment’s financial products and services. U.S. Banking net income

excludes earnings of $199 million (US$142 million) from the Bank’s investment in The Charles Schwab

Corporation in the first quarter last year.

4

Core loan growth is defined as growth in average loan volumes excluding the impact of the loan portfolios identified

for sale or run-off under our U.S. balance sheet restructuring program.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 2

5

6

Wealth Management and Insurance net income

was $757 million, an increase of $77 million

year-over-year, driven by record assets, strong transaction

revenue

and insurance premiums growth.

Wealth Management delivered strong performance

in the quarter, with trades per day in TD Direct Investing

increasing 10% year-over-year, reflecting the strength

of TD’s comprehensive trading platforms. TD Wealth unified

its two discretionary businesses within

Private Wealth Management, simplifying the business

and

positioning it for scalable growth. This quarter, TD Insurance

continued to strengthen its position as Canada’s leading

digital, direct insurer

,

, with 80% of clients

digitally engaged. TD Insurance issued another

innovative catastrophe bond, the first in

the Canadian market to provide protection

against aggregate losses from

small and medium-sized catastrophe events.

Wholesale Banking delivered record

revenue and earnings

Wholesale Banking reported net income of

$561 million for the quarter, an increase of $262 million

year-over-year, primarily reflecting higher revenues, partially

offset by higher PCL and non-interest expenses. On

an adjusted basis, net income was a record

$561 million, an increase of $221 million

year-over-year. Revenue

for the quarter was a record $2,470 million, an

increase of 24% year-over-year, driven by strong execution

across Global Markets, and Corporate

and Investment

Banking.

TD Securities advanced its strategy by leveraging

its integrated platform to deepen client relationships,

driving diversified revenue across Global

Markets,

and

Corporate and Investment Banking. This quarter, TD Securities

scaled prime services with the launch of

its U.S. and European synthetic prime offering.

In addition,

Wholesale Banking maintained disciplined execution,

focusing on moderated expense growth

and improved return on equity.

Capital

TD’s Common Equity Tier 1 Capital ratio was 14.5%.

Conclusion

“As our clients navigate an increasingly complex

landscape, we are investing in talent,

technology and new capabilities to support

their financial goals. We are

deploying AI-enabled applications across

TD, enhancing how we work, and creating

new, intuitive and personalized experiences for our

clients. Our colleagues

remain the source of our strength, and

I thank them for their dedication to our

clients and the Bank,” added Chun.

The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements”

on page 3.

5

Leading Digital Insurer: Based on comparison of digital adoption metrics as published by other major insurer.

6

Leading Direct Insurer: Rankings based on data compiled from MSA Research for the year ended December 31,

  1. Excludes public insurance entities (Insurance Corporation of British

Columbia, Manitoba Public Insurance, and Saskatchewan Auto Fund).

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 3

Caution Regarding Forward-Looking Statements

From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including

in this document, in other filings with Canadian regulators or the United States (U.S.) Securities

and

Exchange Commission (SEC), and in other communications. In addition, representatives of the

Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such

statements are made

pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements

under, applicable Canadian and U.S. securities legislation, including the U.S.

Private Securities Litigation Reform Act

of 1995.

Forward-looking statements include, but are not limited to, statements made in this document,

the Management’s Discussion and Analysis (“2025 MD&A”) in the Bank’s 2025 Annual Report under the heading “Economic

Summary and Outlook”, under the headings “Key Priorities for 2026” and “Operating Environment and

Outlook” for the Canadian Personal and Commercial Banking, U.S. Banking, Wealth Management and Insurance,

and

Wholesale Banking segments, and under the heading “2025 Accomplishments and Focus for 2026”

for the Corporate segment, and in other statements regarding the Bank’s objectives and priorities for 2026 and

beyond

and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated

financial performance.

Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “believe”,

“expect”, “anticipate”, “intend”, “estimate”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”,

“potential”,

“predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof,

but these terms are not the exclusive means of identifying such statements. By their very

nature, these forward-

looking statements require the Bank to make assumptions and are subject to inherent risks and

uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial,

economic, political,

and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control

and the effects of which can be difficult to predict – may cause actual results to differ materially from the

expectations expressed in the forward-looking statements.

Risk factors that could cause, individually or in the aggregate, such differences include: strategic, credit,

market (including equity, commodity, foreign exchange, interest rate, and credit spreads), operational (including

technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital adequacy, compliance and legal, financial crime, reputational, environmental and

social, and other risks. Examples of such risk factors include general business and economic conditions

in the regions in which the Bank operates; geopolitical risk (including policy, trade and tax-related risks and the

potential impact of any new or elevated tariffs or any retaliatory tariffs); inflation, interest rates and recession uncertainty; regulatory

oversight and compliance risk; risks associated with the Bank’s ability to satisfy the terms

of the global resolution of the investigations into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program; the impact of the global resolution of the investigations

into the Bank’s U.S. BSA/AML

program on the Bank’s businesses, operations, financial condition, and reputation; the ability of the Bank to execute

on long-term strategies, shorter-term key strategic priorities, including the successful completion of

acquisitions and dispositions and integration of acquisitions, the ability of the Bank to achieve its financial

or strategic objectives with respect to its investments, business retention plans, and other strategic

plans; technology

and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the

Bank’s technologies, systems and networks, those of the Bank’s customers (including their own devices), and third

parties providing services to the Bank; data risk; model risk; fraud activity; insider risk; conduct

risk; the failure of third parties to comply with their obligations to the Bank or its affiliates, including

relating to the care and

control of information, and other risks arising from the Bank’s use of third-parties; the impact of new and changes

to, or application of, current laws, rules and regulations, including without limitation consumer

protection laws

and regulations, tax laws, capital guidelines and liquidity regulatory guidance; increased competition

from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer

attitudes and

disruptive technology; environmental and social risk (including climate-related risk); exposure related to

litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent;

changes in foreign

exchange rates, interest rates, credit spreads and equity prices; downgrade, suspension or withdrawal

of ratings assigned by any rating agency, the value and market price of the Bank’s common shares and other securities

may be impacted by market conditions and other factors; the interconnectivity of financial institutions

including existing and potential international debt crises; increased funding costs and market volatility due to

market

illiquidity and competition for funding; critical accounting estimates and changes to accounting standards,

policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic

events and

claims resulting from such events.

The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other

factors could also adversely affect the Bank’s results. For more detailed information, please refer to the “Risk

Factors and

Management” section of the 2025 MD&A, as may be updated in subsequently filed quarterly reports to shareholders

and news releases (as applicable) related to any events or transactions discussed under the headings

“Significant Events”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy

Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement

Activities“ in the

relevant MD&A, which applicable releases may be found on www.td.com. All such factors, as well as other

uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be

considered carefully when making decisions with respect to the Bank. The Bank cautions readers

not to place undue reliance on the Bank’s forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set

out in the 2025 MD&A under the headings “Economic Summary and Outlook” and “Significant

Events”, under

the headings “Key Priorities for 2026” and “Operating Environment and Outlook” for the Canadian

Personal and Commercial Banking, U.S. Banking, Wealth Management and Insurance, and Wholesale Banking segments,

and under the heading “2025 Accomplishments and Focus for 2026” for the Corporate segment,

each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as

applicable).

Any forward-looking statements contained in this document represent the views of management only as

of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in

understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and

for the periods ended on the dates presented, and may not be appropriate for other

purposes. The Bank

does not undertake to update any forward-looking statements, whether written or oral, that may be

made from time to time by or on its behalf, except as required under applicable securities legislation.

This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors,

on the Audit Committee’s recommendation, prior to its release.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Results of operations

Total revenue – reported

$

16,585

$

15,494

$

14,049

Total revenue – adjusted

1

16,629

16,028

15,030

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses (ISE)

1,622

1,602

1,507

Non-interest expenses – reported

8,753

8,808

8,070

Non-interest expenses – adjusted

1

8,563

8,540

7,983

Net income – reported

4,043

3,280

2,793

Net income – adjusted

1

4,216

3,905

3,623

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

958.5

$

953.0

$

965.3

Total assets

2,099.3

2,094.6

2,093.6

Total deposits

1,245.1

1,267.1

1,290.5

Total equity

125.6

127.8

119.0

Total risk-weighted assets

2

635.2

636.4

649.0

Financial ratios

Return on common equity (ROE) – reported

3

13.6

%

10.7

%

10.1

%

Return on common equity – adjusted

1

14.2

12.8

13.2

Return on tangible common equity (ROTCE)

1,3

16.3

12.9

13.4

Return on tangible common equity – adjusted

1

16.9

15.4

17.2

Efficiency ratio – reported

3

52.8

56.8

57.4

Efficiency ratio – adjusted, net of ISE

1,3,4

57.1

59.2

59.0

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.43

0.41

0.50

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

$

2.35

$

1.82

$

1.55

Diluted

2.34

1.82

1.55

Dividends per share

1.08

1.05

1.05

Book value per share

3

68.20

68.78

61.61

Closing share price (TSX)

5

127.26

115.16

82.91

Shares outstanding (millions)

Average basic

1,680.3

1,698.2

1,749.9

Average diluted

1,684.7

1,701.5

1,750.7

End of period

1,671.2

1,689.5

1,751.7

Market capitalization (billions of Canadian dollars)

$

212.7

$

194.6

$

145.2

Dividend yield

3

3.5

%

3.9

%

5.4

%

Dividend payout ratio

3

45.9

57.6

67.8

Price-earnings ratio

3

10.3

10.0

17.5

Total shareholder return (1 year)

3

60.0

56.7

6.9

Common share information – adjusted

(Canadian dollars)

1

Per share earnings

Basic

$

2.45

$

2.19

$

2.02

Diluted

2.44

2.18

2.02

Dividend payout ratio

44.0

%

47.9

%

51.9

%

Price-earnings ratio

14.5

13.8

10.6

Capital ratios

2

Common Equity Tier 1 (CET1) Capital ratio

14.5

%

14.7

%

13.1

%

Tier 1 Capital ratio

16.3

16.4

14.7

Total Capital ratio

18.1

18.4

17.0

Leverage ratio

4.5

4.6

4.2

Total Loss Absorbing Capacity (TLAC) ratio

31.1

31.8

29.5

TLAC Leverage ratio

8.6

8.9

8.5

1

The Toronto-Dominion Bank (“TD” or the

“Bank”) prepares its Interim Consolidated Financial Statements in accordance with IFRS,

the current GAAP, and refers

to results prepared in

accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures

such as “adjusted” results and non-GAAP ratios to assess each of its businesses

and to measure overall Bank performance. To

arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to “Significant

Events”, “How We Performed” or “How

Our Businesses Performed” sections

of this document for further explanation, a list of the items of note, and a reconciliation of

adjusted to reported results. Non-GAAP financial measures

and ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar

terms used by other issuers.

2

These measures have been included in this document in accordance with the Office of the Superintendent

of Financial Institutions Canada’s (OSFI’s) Capital Adequacy

Requirements

(CAR), Leverage Requirements (LR), and Total

Loss Absorbing Capacity (TLAC) guidelines.

Refer to the “Capital Position” section in the Bank’s first quarter 2026 Management’s

Discussion and Analysis (MD&A) for further details.

3

For additional information about these metrics, refer to the Glossary in the Bank’s first

quarter 2026 MD&A, which is incorporated by reference.

4

Efficiency ratio – adjusted, net of ISE is calculated by dividing adjusted non-interest expenses by adjusted

total revenue, net of ISE. Adjusted total revenue, net of ISE –

Q1 2026: $15,007 million, Q4 2025: $14,426 million, Q1 2025: $13,523 million.

5

Toronto Stock Exchange closing market

price.

ex994p5i0

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 5

7

8

SIGNIFICANT EVENTS

Restructuring Charges

The Bank continued to undertake certain

measures in the first quarter of 2026 to reduce

its cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $200 million

pre-tax of restructuring charges for the three

months ended January 31, 2026, which primarily

related to employee

severance and other personnel-related

costs, real estate optimization, and asset impairment

and other rationalization, including certain

business wind-downs. The

Bank is above its previously disclosed guidance

that its restructuring charges in the first

quarter of 2026 would be approximately

$125 million pre-tax, primarily due

to additional workforce optimization opportunities.

The restructuring program concluded on

January 31, 2026, with total program charges

of $886 million pre-tax. The Bank expects

the program to generate total

pre-tax fully realized annual program savings

of approximately $775 million, including

savings from an approximate 3% workforce

reduction

.

UPDATE ON THE

REMEDIATION

OF THE U.S. BANK SECRECY ACT/ANTI-MONEY LAUNDERING

PROGRAM AND

ENTERPRISE AML PROGRAM

As previously disclosed, on October 10, 2024,

the Bank announced that, following active

cooperation and engagement with authorities and

regulators, it reached a

resolution (the “Global Resolution”) of

previously disclosed investigations related

to its U.S. BSA/AML program. The Bank

and certain of its U.S. subsidiaries

consented to orders with the Office of the Comptroller

of the Currency (“OCC”), the Federal

Reserve Board (“FRB”), and the Financial Crimes

Enforcement

Network (“FinCEN”) and entered into plea agreements

with the Department of Justice (“DOJ”), Criminal

Division, Money Laundering and Asset Recovery

Section

and the United States Attorney’s Office for the District

of New Jersey. The full terms of the consent orders and plea

agreements are available on the Bank’s issuer

profile on SEDAR+ at www.sedarplus.com.

The Bank is focused on meeting the terms

of the consent orders and plea agreements,

including meeting the requirements to remediate

the Bank’s U.S. BSA/AML

program. In addition, the Bank is also undertaking

remediation of the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions

Programs (“Enterprise

AML Program”).

For additional information on the risks associated

with the remediation of the Bank’s U.S. BSA/AML

program and the Bank’s Enterprise AML Program,

see the

“Risk Factors That May Affect Future Results –

Remediation of the Bank’s U.S. BSA/AML Program

and Enterprise AML Program” section

of the 2025 MD&A.

Update on the Remediation of the U.S.

AML Program

The Bank remains focused on remediating

its U.S. BSA/AML program to meet the requirements

of the Global Resolution. The Bank continues

to work on its

management remediation actions (the term

“management remediation actions” is

not a regulatory definition and is considered by

the Bank to consist of the root

cause assessments, data preparation, design,

documentation, frameworks, policies, standards,

training, processes, systems, testing and implementation

of

controls, as well as the hiring of resources)

with significant work and important milestones

remaining in calendar 2026 and calendar 2027

including the Suspicious

Activity Report lookback per the OCC consent

order which management expects

to complete in calendar 2027. For fiscal 2026,

the Bank continues to expect U.S.

BSA/AML remediation and related governance

and control investments of approximately

US$500 million pre-tax.

All management remediation actions

will be

subject to demonstrated sustainability and

validation by the Bank’s internal audit function

(with such activities currently planned

for calendar 2026 and calendar

2027), as well as the review by the appointed

monitor, and, ultimately, the review and approval of the Bank’s U.S. banking regulators

and the DOJ. Following such

independent reviews, testing, and validation,

there could be additional management remediation

actions that would take place after calendar

2027 in which case

the overall remediation timeline may be extended.

In addition, as the Bank undertakes the lookback

reviews, the Bank may be required to further expand

the

scope of the review, either in terms of the subjects being

addressed and/or the time period reviewed.

The following graph illustrates the Bank’s expected

remediation plan and progress on a calendar

year basis, based on its work to date:

The Bank’s remediation timeline is based on

the Bank’s current plans, as well as assumptions

related to the duration of planning activities,

including the

completion of external benchmarking and

lookback reviews. The Bank’s ability to

meet its planned remediation milestones assumes

that the Bank will be able to

successfully execute against its U.S. BSA/AML

remediation program plan, which is

subject to inherent risks and uncertainties including

the Bank’s ability to attract

and retain key employees, the ability of

third parties to deliver on their contractual obligations,

the successful development and implementation

of required

technology solutions, and data availability

to complete the required lookback reviews.

Furthermore, the execution of the U.S. BSA/AML

remediation plan, including

these planned milestones, will not be entirely

within the Bank’s control because of various factors

such as (i) the requirement to obtain regulatory

approval or non-

objection before proceeding with various

steps, and (ii) the requirement for the various

deliverables to be acceptable to the regulators

and/or the monitor. As of the

date hereof, the Bank believes that it and its applicable

U.S. subsidiaries have taken such actions

as are required of them to date under the

terms of the consent

orders and plea agreements and is not aware

of them being in breach of the same. For

information about the Bank’s AML governance

framework, see the

“Managing Risk” section in the Bank’s first quarter

2026 MD&A.

While substantial work remains, the

Bank is making progress on remediating and

strengthening its U.S. BSA/AML program

as previously disclosed including

continued improvements through:

7

The Bank’s expectations regarding the restructuring program are subject to inherent uncertainties and

are based on the Bank’s assumptions regarding certain factors, including rate of

natural attrition, talent re-deployment opportunities, years-of-service, execution timing of actions, and foreign exchange

translation impacts. Refer to the “Risk Factors That May Affect

Future Results” section in the Bank’s first quarter 2026 MD&A for additional information about risks and

uncertainties that may impact the Bank’s estimates.

8

The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties

and may vary based on the scope of work in the U.S.

BSA/AML remediation plan which could change as a result of additional findings that are identified as work progresses

as well as the Bank’s ability to successfully execute against the

U.S. BSA/AML remediation program in accordance with the U.S. Banking segment’s fiscal 2026 and

medium-term plan

.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 6

1)

enhanced customer screening procedures

which incorporate new automated system

capabilities for customer onboarding;

2)

the adoption of a more data-driven financial

crime risk assessment methodology and process

which provides a more accurate assessment of

the

Bank’s financial crimes risks; and

3)

the deployment of the first phase of the

U.S. Bank’s new centralized Know Your Customer (KYC)

platform to certain business users, enabling

the

collection and maintenance of customer information

in a single profile resulting in better insights

about the Bank’s customers.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

U.S. BSA/AML program, including:

1)

further deployments of the new KYC

platform;

2)

further deployments of machine learning

and specialized AI;

3)

continued focus on lookback reviews as required

under the OCC and FinCEN consent orders;

4)

continued data enhancements with the deployment

of dedicated Financial Crimes Risk Management

(FCRM)

data environments which will create a

single source of truth in support of advanced

detection capabilities;

5)

continue enhancing its financial crime risk

assessment methodologies and processes;

and

6)

continued training and development of colleagues.

Strengthening of the Bank’s Enterprise AML Program

The Bank continues to undertake remediation

of the Enterprise AML Program, including

a range of management remediation and

enhancement actions (the term

“management remediation and enhancement

actions” is not a regulatory definition and

is considered by the Bank to consist

of root cause assessments, data

preparation, design, documentation, frameworks,

policies, standards, training, processes,

systems, testing, and execution of controls,

as well as the hiring of

resources). While the Bank has made progress

on this remediation work, it is a multi-year

endeavour and the remediation work remains

ongoing. The timing of

completion of the remediation work will not

be entirely within the Bank’s control, and is subject

to regulatory feedback, internal review, challenge and validation.

As

previously disclosed, following the end of the

first quarter of fiscal 2025, the Financial Transactions

and Reports Analysis Centre of Canada (FINTRAC)

commenced a review of certain remediation

steps that the Bank has taken to date

to address the FINTRAC violations.

This review is ongoing, and subject to the

outcome, may result in additional regulatory

actions.

The remediation and enhancement of the Enterprise

AML Program is exposed to similar

risks as noted in respect of the remediation

of the Bank’s U.S. BSA/AML

Program (see also “Remediation of the

U.S. BSA/AML Program” above). In particular, as the Bank

continues its remediation and improvement activities

of the

Enterprise AML Program, it expects an increase

in identification of reportable transactions

and/or events, which will add to the operational

backlog in the Bank’s

FCRM investigations processing that the

Bank currently faces, but is working

towards remediating, across the Bank. In

addition, on an ongoing basis, the Bank will

continue to review and assess whether issues

identified in one jurisdiction have an impact

in other jurisdictions. Furthermore, the

Bank’s regulators or law

enforcement agencies may identify other issues

with the Bank’s Enterprise AML Program, which

may result in additional regulatory actions.

These issues identified

through the Bank’s own review or by the Bank’s regulators

or law enforcement agencies may

broaden the scope of the remediation and improvements

required for

the Enterprise AML Program.

While substantial work remains, the

Bank is making progress on remediating

and strengthening the Enterprise AML

Program as previously disclosed, including:

1) continued advancement on clearing operational

backlogs;

2) completed enhancements to transaction

monitoring capabilities, including updates to the

customer risk rating methodology; and

3) conducting policy transformation activities

to strengthen alignment across FCRM

globally.

Going forward, the Bank’s focus will be on

continuing to remediate and strengthen its

Enterprise AML Program,

including:

1)

continued enhancement and adoption of

the new centralized case management

tool, with the goal of strengthening oversight

and investigations of

identified FCRM risks;

2)

ongoing advancements in transaction monitoring

capabilities;

and

3)

continued investment in supporting advanced

analytics, machine learning, and AI opportunities

within FCRM.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 7

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The global economy is forecast to slow in

calendar 2026 with decelerating cyclical

momentum reinforced by trade barriers.

The slowdown in global growth is

largely driven by slowing growth in Asia,

especially the fast-growing,

export-oriented emerging market

economies that are affected by U.S. tariffs. Other

economies, such as those in Europe, are seeing

a pickup in growth, largely from expectations

of higher government spending.

The U.S. economy has entered 2026 with

more momentum than was expected a quarter

ago. Growth in the second half of calendar

2025 picked up significantly

from a sub-par pace in the first half of the

year, buoyed by sustained strength in AI investments and

higher consumer spending. TD Economics

expects that tax

cuts, lower interest rates and some easing

on regulation and trade uncertainty will

help sustain solid momentum in the U.S.

economy in calendar 2026.

The U.S. labour market has shown signs of

stabilizing in recent months, after softening

through much of 2025. This led the Federal

Reserve to leave the federal

funds rate unchanged at a range of 3.5-3.75%

in January. The Federal Reserve is balancing inflation that remains

higher than its target with an unemployment

rate

above a level it considers consistent with “full

employment”. Inflation is expected

to cool after the one-time impact of tariffs has passed,

which should lead the

Federal Reserve to lower the policy rate further

over the coming months to 3.00-3.25%,

close to most estimates of a “neutral” level.

But the pace of interest rate

cuts will depend on the evolution of the job

and inflation data.

Canada’s economy continues to grow at a

modest pace. U.S. import tariffs have weighed on

growth both directly through lower exports

and indirectly through

the resulting uncertainty, which has weakened business and

consumer confidence about the future.

Job growth has also slowed in line with the economy.

However, slower population growth has depressed labour

force growth, pushing the unemployment

rate lower in recent months despite a generally

soft economic

backdrop. New federal defense and infrastructure

spending, an improvement in the housing

market and firmer business investments are

expected to drive a

modestly stronger growth picture in 2026.

The Canadian central bank left its overnight

rate steady at 2.25% in December and

January, after lowering its policy rate substantially since mid-2024.

Provided

inflation evolves in line with the Canadian

central bank’s current forecast, the overnight

rate is expected to remain unchanged over

the next several quarters. A

generally weaker U.S. dollar and a smaller

gap between U.S. and Canadian short-term interest

rates are expected to lift the Canadian dollar. TD Economics

expects the Canadian dollar to appreciate to

the 73-74 U.S. cent range by mid-2026, although

it is likely to be influenced by U.S. trade

policy.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS, the current GAAP, and refers to results prepared in accordance with

IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are historical,

non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance.

To

arrive at adjusted results, the Bank adjusts

for “items of note” from reported

results. Items of note are items which management

does not believe are indicative of underlying

business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted net

interest margin, adjusted basic

and diluted earnings per share (EPS), adjusted

dividend payout ratio, adjusted efficiency ratio,

net of ISE, and adjusted effective income tax rate.

The Bank

believes that non-GAAP financial measures and

non-GAAP ratios provide the reader with

a better understanding of how management

views the Bank’s

performance. Non-GAAP financial measures

and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be

comparable to similar terms used by other issuers.

Supplementary financial measures depict

the Bank’s financial performance and position, and

capital

management measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

Investment in The Charles Schwab Corporation

(“Schwab”) and Insured Deposit Account

(IDA) Agreement

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. The Bank

discontinued recording its share of earnings

available to common shareholders from

its investment in Schwab following

the sale.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Banking segment reflected the Bank’s

share of net income

from its investment in Schwab. The Corporate

segment net income (loss) included

amounts for amortization of acquired intangibles,

the acquisition and integration

charges related to the Schwab transaction,

and the Bank’s share of restructuring and other

charges incurred by Schwab. The Bank’s share of

Schwab’s earnings

available to common shareholders was

reported with a one-month lag. For further

details, refer to Note 12 of the Bank’s 2025

Annual Consolidated Financial

Statements.

Subsequent to the sale of the Bank’s entire remaining

equity investment in Schwab, the Bank

continues to have a business relationship

with Schwab through

the insured deposit account agreement (“Schwab

IDA Agreement”).

On May 4, 2023, the Bank and Schwab entered

into an amended Schwab IDA Agreement,

with an initial expiration of July 1, 2034. Pursuant

to the Schwab IDA

Agreement, the Bank makes sweep deposit

accounts available to clients of Schwab.

Schwab designates a portion of the deposits

with the Bank as fixed-rate

obligation amounts. Remaining deposits are designated

as floating-rate obligations. The IDA deposit

floor is set at US$60 billion.

Refer to Note 26 of the Bank’s 2025 Annual

Consolidated Financial Statements for further

details on the Schwab IDA Agreement.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 8

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

8,789

$

8,545

$

7,866

Non-interest income

7,796

6,949

6,183

Total revenue

16,585

15,494

14,049

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses

1,622

1,602

1,507

Non-interest expenses

8,753

8,808

8,070

Income before income taxes and share

of net income from

investment in Schwab

5,171

4,102

3,260

Provision for (recovery of) income taxes

1,128

822

698

Share of net income from investment in

Schwab

231

Net income – reported

4,043

3,280

2,793

Preferred dividends and distributions on other

equity instruments

101

191

86

Net income available to common shareholders

$

3,942

$

3,089

$

2,707

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events”, “How We

Performed”,

or “How Our Businesses Performed” sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Operating results – adjusted

Net interest income

1

$

8,833

$

8,594

$

7,920

Non-interest income

2

7,796

7,434

7,110

Total revenue

16,629

16,028

15,030

Provision for (recovery of) credit losses

1,039

982

1,212

Insurance service expenses

1,622

1,602

1,507

Non-interest expenses

3

8,563

8,540

7,983

Income before income taxes and share of net income from

investment in Schwab

5,405

4,904

4,328

Provision for (recovery of) income taxes

1,189

999

962

Share of net income from investment in Schwab

4

257

Net income – adjusted

4,216

3,905

3,623

Preferred dividends and distributions on other equity instruments

101

191

86

Net income available to common shareholders –

adjusted

4,115

3,714

3,537

Pre-tax adjustments for items of note

Amortization of acquired intangibles

5

(34)

(34)

(61)

Restructuring charges

3

(200)

(190)

Acquisition and integration-related charges

3

(44)

(52)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(44)

(49)

(54)

Balance sheet restructuring

2

(485)

(927)

FDIC special assessment

3

44

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(8)

(9)

Restructuring charges

(52)

(50)

Acquisition and integration-related charges

(9)

(11)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(12)

(13)

(13)

Balance sheet restructuring

(97)

(231)

FDIC special assessment

11

Total adjustments for items

of note

(173)

(625)

(830)

Net income available to common shareholders – reported

$

3,942

$

3,089

$

2,707

1

After the termination of the merger agreement between the Bank and FHN on May 4, 2023, the residual

impact of the strategy is reversed through net interest income (NII) – Q1 2026: ($44)

million, Q4 2025: ($49) million,

Q1 2025: ($54) million, reported in the Corporate segment.

2

Adjusted non-interest income excludes the following item of note:

i.

Balance sheet restructuring – Q4 2025: $383 million, Q1 2025: $927 million in respect of U.S. Banking

activities, reported in the U.S. Banking segment, and Q4 2025: $102 million in respect of other

activities,

reported in the Corporate segment.

3

Adjusted non-interest expenses exclude the following items of note:

i.

Amortization of acquired intangibles – Q1 2026: $34 million, Q4 2025: $34 million, Q1 2025: $35 million, reported

in the Corporate segment;

ii.

Restructuring charges – Q1 2026: $200 million, Q4 2025: $190 million, reported in the Corporate segment;

iii.

Acquisition and integration-related charges – Q4 2025: $44 million, Q1 2025: $52 million, reported in

the Wholesale Banking segment; and

iv.

FDIC special assessment – Q1 2026: ($44) million, reported in the U.S. Banking segment.

4

Adjusted share of net income from investment in Schwab excludes the following item of note on

an after-tax basis. The earnings impact of this item was reported in the Corporate segment:

i.

Amortization of Schwab-related acquired intangibles – Q1 2025: $26 million.

5

Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and

business combinations, including the after-tax amount for amortization of acquired intangibles relating

to the share of

net income from investment in Schwab, reported in the Corporate segment. Refer to

footnotes 3 and 4 for amounts.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Basic earnings per share – reported

$

2.35

$

1.82

$

1.55

Adjustments for items of note

0.10

0.37

0.47

Basic earnings per share – adjusted

$

2.45

$

2.19

$

2.02

Diluted earnings per share – reported

$

2.34

$

1.82

$

1.55

Adjustments for items of note

0.10

0.36

0.47

Diluted earnings per share – adjusted

$

2.44

$

2.18

$

2.02

1

EPS is computed by dividing net income available to common shareholders by the weighted-average number of

shares outstanding during the period. Numbers may not add due to

rounding.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

can be utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income as a percentage

of average allocated capital. The Bank’s

methodology for allocating

capital to its business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated to

the business segments was

based on 11.5% of CET1 Capital for the three months ended

January 31, 2026.

TABLE 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Average common equity

$

115,250

$

114,939

$

106,133

Net income available to common shareholders

– reported

3,942

3,089

2,707

Items of note, net of income taxes

173

625

830

Net income available to common shareholders

– adjusted

$

4,115

$

3,714

$

3,537

Return on common equity – reported

13.6

%

10.7

%

10.1

%

Return on common equity – adjusted

14.2

12.8

13.2

Return on Tangible Common Equity

Tangible common equity (TCE) is calculated as common shareholders’ equity

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

the Bank’s use of equity. TCE is a non-GAAP financial measure,

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 6: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Average common equity

$

115,250

$

114,939

$

106,133

Average goodwill

18,751

18,814

19,205

Average imputed goodwill and intangibles on

investments in Schwab

5,116

Average other acquired intangibles

1

339

374

482

Average related deferred tax liabilities

(246)

(230)

(237)

Average tangible common equity

96,405

95,981

81,567

Net income available to common

shareholders – reported

3,942

3,089

2,707

Amortization of acquired intangibles, net of income

taxes

26

26

52

Net income available to common shareholders

adjusted for amortization of acquired intangibles,

net of income taxes

3,968

3,115

2,759

Other items of note, net of income taxes

147

599

778

Net income available to common shareholders

– adjusted

$

4,115

$

3,714

$

3,537

Return on tangible common equity

16.3

%

12.9

%

13.4

%

Return on tangible common equity – adjusted

16.9

15.4

17.2

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 10

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments:

Canadian

Personal and Commercial Banking, U.S. Banking,

Wealth Management and Insurance, and Wholesale

Banking. The Bank’s other activities are grouped

into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

section in the Bank’s 2025 MD&A, and Note

27 of

the Bank’s Annual Consolidated Financial

Statements for the year ended October 31,

2025.

PCL related to performing (Stage 1 and Stage

2) and impaired (Stage 3) financial assets, loan

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

(TEB), which means that the value of non-taxable

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $17

million, compared with

$17 million in the prior quarter and $15 million

in the first quarter last year.

The Bank’s U.S. strategic cards portfolio is comprised

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in non-interest

expenses, resulting in no impact to Corporate’s

reported net

income (loss). The net income included in

the U.S. Banking segment includes only

the portion of revenue and credit losses attributable

to TD under the

agreements.

Effective the first quarter of 2026, non-interest income

within U.S. Banking is adjusted for the Bank’s

share of losses from community-based

tax-advantaged

investments accounted for using the equity

method which are reclassified to provision for income

taxes. This allows the Bank to measure the

effective tax rate for

U.S. Banking consistently with similar institutions.

The adjustment between non-interest income

and provision for income taxes reflected in

U.S. Banking results is

reversed in the Corporate segment. Comparative

amounts have been reclassified to conform

with the presentation adopted in the current period.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Prior to the sale, the Bank accounted

for its investment in Schwab using

the equity method and the share of net income

from investment in Schwab was reported in

the U.S. Banking segment. Amounts for amortization

of acquired

intangibles,

the acquisition and integration charges related

to the Schwab transaction, and the Bank’s share

of restructuring and other charges incurred

by Schwab

were recorded in the Corporate segment.

Beginning in the third quarter of fiscal 2025,

the U.S. Banking segment no longer includes

contributions from Schwab

and consequently discussions of the U.S. Banking

segment’s performance exclude Schwab.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 11

9

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

4,394

$

4,304

$

4,135

Non-interest income

1,027

1,001

1,014

Total revenue

5,421

5,305

5,149

Provision for (recovery of) credit losses –

impaired

424

447

459

Provision for (recovery of) credit losses –

performing

12

90

62

Total provision for (recovery of) credit losses

436

537

521

Non-interest expenses

2,147

2,178

2,086

Provision for (recovery of) income taxes

794

725

711

Net income

$

2,044

$

1,865

$

1,831

Selected volumes and ratios

Return on common equity

1

32.1

%

30.4

%

31.4

%

Net interest margin (including on securitized

assets)

2

2.83

2.82

2.81

Efficiency ratio

39.6

41.1

40.5

Number of Canadian retail branches

at period end

1,043

1,051

1,063

Average number of full-time equivalent staff

3

33,660

33,325

32,253

1

Capital allocated to the business segment was 11.5% CET1 Capital.

2

Net interest margin is calculated by dividing net interest income by average interest-earning assets. Average

interest-earning assets used in the calculation of net interest margin is a non-

GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”

section of this document and the Glossary in the Bank’s first quarter 2026

MD&A for additional information about these metrics.

3

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end to end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q1 2026 vs. Q1 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$2,044 million, an increase of $213

million, or 12%, compared with the first quarter

last year, reflecting higher revenue and lower PCL, partially

offset by higher non-interest expenses. The annualized

ROE for the quarter was 32.1%, compared

with 31.4% in the first quarter last year.

Revenue for the quarter was $5,421 million, an

increase of $272 million, or 5%,

compared with the first quarter last year. Net interest income

was $4,394 million,

an increase of $259 million, or 6%, primarily

reflecting volume growth and higher loan

margins. Average loan volumes increased $32 billion,

or 5%, reflecting 5%

growth in personal loans and 6% growth in

business loans. Average deposit volumes increased

$16 billion, or 3%, reflecting 3% growth in personal

deposits and

5% growth in business deposits. Net interest

margin was 2.83%, an increase of 2 basis points

(bps), primarily due to higher margins on loans,

partially offset by

changes in balance sheet mix. Non-interest

income was $1,027 million, an increase of

$13 million, or 1%.

PCL for the quarter was $436 million, a decrease

of $85 million compared with the first quarter

last year. PCL – impaired was $424 million, a decrease of

$35 million, or 8%, largely reflecting lower provisions

in the commercial lending portfolio, partially

offset by credit migration in the consumer lending

portfolios and

volume growth. PCL – performing was $12

million, a decrease of $50 million compared

with the first quarter last year. The performing provisions

this quarter were

largely related to credit migration in the

consumer lending portfolio and volume

growth, partially offset by the impact of a

model update in the other personal

lending portfolio and an improvement to the

macroeconomic forecast.

Total PCL as an annualized percentage of credit volume was 0.28%, a decrease

of 7 bps

compared with the first quarter last year.

Non-interest expenses for the quarter were $2,147

million, an increase of $61 million, or 3%,

compared with the first quarter last

year, primarily reflecting higher

employee-related expenses.

The efficiency ratio for the quarter was 39.6%, compared

with 40.5% in the first quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$2,044 million, an increase of $179

million, or 10%, compared with the prior quarter,

primarily reflecting higher revenue, lower PCL

and lower non-interest expenses. The annualized

ROE for the quarter was 32.1%, compared

with 30.4% in the prior

quarter.

Revenue increased $116 million, or 2%, compared with the prior

quarter. Net interest income increased $90 million, or 2%,

reflecting volume growth and higher

loan margins. Average loan volumes increased $9

billion, or 1%, reflecting 1% growth in personal

loans and 2% growth in business loans.

Average deposit

volumes increased $6 billion, or 1%, reflecting

1% growth in personal deposits and

2% growth in business deposits. Net interest

margin was 2.83%, an increase of

1 basis point (bp), primarily due to higher

margins on loans. As we look forward to

the second quarter, we expect net interest margin to be relatively

stable

.

Non-

interest income increased $26 million, or 3%,

compared with the prior quarter, reflecting business growth.

PCL for the quarter was $436 million, a decrease

of $101 million compared with the prior

quarter. PCL – impaired was $424 million, a decrease of

$23 million, or

5%, largely reflecting lower provisions in

the commercial lending portfolio, partially

offset by credit migration in the consumer lending

portfolios. PCL – performing

was $12 million, a decrease of $78 million compared

with the prior quarter. The performing provisions this quarter

were largely related to credit migration in

the

consumer lending portfolio and volume growth,

partially offset by the impact of a model update

in the other personal lending portfolio and

improvement to the

macroeconomic forecast. Total PCL as an annualized percentage of credit

volume was 0.28%, a decrease of 7 bps

compared with the prior quarter.

Non-interest expenses decreased $31 million, or

1%,

compared with the prior quarter.

The efficiency ratio was 39.6%, compared with 41.1%

in the prior quarter.

9

The Bank’s Q2 2026 net interest margin expectations for the segment are based on the Bank’s assumptions regarding factors such as Bank of Canada rate actions, competitive market dynamics, and

deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future Results” section of the Bank’s

2025 MD&A and the first quarter 2026 MD&A.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 12

TABLE 8: U.S. BANKING

(millions of dollars, except as noted)

For the three months ended

January 31

October 31

January 31

Canadian Dollars

2026

2025

2025

Net interest income

$

3,296

$

3,165

$

3,064

Non-interest income (loss) – reported

1

789

433

(118)

Non-interest income – adjusted

1,2,3

789

816

809

Total revenue – reported

4,085

3,598

2,946

Total revenue – adjusted

2

4,085

3,981

3,873

Provision for (recovery of) credit losses –

impaired

394

331

529

Provision for (recovery of) credit losses –

performing

(99)

(27)

(78)

Total provision for (recovery of) credit losses

295

304

451

Non-interest expenses – reported

2,468

2,500

2,380

Non-interest expenses – adjusted

2,4

2,512

2,500

2,380

Provision for (recovery of) income taxes – reported

1

282

75

(28)

Provision for (recovery of) income taxes – adjusted

1,2

271

170

203

U.S. Banking net income excluding Schwab

– reported

1,040

719

143

U.S. Banking net income excluding Schwab

– adjusted

2

1,007

1,007

839

Share of net income from investment in

Schwab

5,6

199

U.S. Banking net income – reported

$

1,040

$

719

$

342

U.S. Banking net income – adjusted

2

1,007

1,007

1,038

U.S. Dollars

Net interest income

$

2,372

$

2,281

$

2,160

Non-interest income (loss) – reported

1

569

315

(82)

Non-interest income – adjusted

1,2,3

569

589

570

Total revenue – reported

2,941

2,596

2,078

Total revenue – adjusted

2

2,941

2,870

2,730

Provision for (recovery of) credit losses –

impaired

284

238

371

Provision for (recovery of) credit losses –

performing

(72)

(18)

(53)

Total provision for (recovery of) credit losses

212

220

318

Non-interest expenses – reported

1,778

1,801

1,675

Non-interest expenses – adjusted

2,4

1,810

1,801

1,675

Provision for (recovery of) income taxes – reported

1

204

55

(20)

Provision for (recovery of) income taxes – adjusted

1,2

196

123

143

U.S. Banking net income excluding Schwab

– reported

747

520

105

U.S. Banking net income excluding Schwab

– adjusted

2

723

726

594

Share of net income from investment in

Schwab

5,6

142

U.S. Banking net income – reported

$

747

$

520

$

247

U.S. Banking net income – adjusted

2

723

726

736

Selected volumes and ratios

U.S. Banking return on common equity excluding

Schwab – reported

7

9.9

%

6.7

%

1.3

%

U.S. Banking return on common equity excluding

Schwab – adjusted

2,7

9.6

9.3

7.5

U.S. Banking return on common equity – reported

7

9.9

6.7

2.9

U.S. Banking return on common equity – adjusted

2,7

9.6

9.3

8.6

Net interest margin

2,8

3.38

3.25

2.86

Efficiency ratio – reported

1

60.5

69.4

80.6

Efficiency ratio – adjusted

1,2

61.5

62.8

61.4

Assets under administration (billions of U.S.

dollars)

9

$

47

$

46

$

43

Assets under management (billions of U.S.

dollars)

9

11

10

9

Number of U.S. banking stores

1,049

1,100

1,134

Average number of full-time equivalent staff

29,877

29,158

28,276

1

Effective the first quarter of 2026, non-interest income within U.S. Banking is adjusted

for the Bank’s share of losses from community-based tax-advantaged investments

accounted for

using the equity method which are reclassified to provision for income taxes. The adjustment between non-interest

income and provision for income taxes reflected in U.S. Banking results

is reversed in the Corporate segment. The adjustment for the quarter was $184 million (US$132 million),

compared with $145 million (US$105 million) in the prior quarter and $164 million

(US$116 million) in the first quarter last year.

Comparative amounts have been reclassified to conform with the presentation adopted in the current period.

2

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section,

and the

Glossary in the Bank’s first quarter 2026 MD&A.

3

Adjusted non-interest income excludes the following item of note:

i.

Balance sheet restructuring – Q4 2025: $383 million or US$274 million ($288 million or US$206 million after-tax),

Q1 2025: $927 million or US$652 million ($696 million or

US$489 million after-tax).

4

Adjusted non-interest expenses exclude the following item of note:

i.

FDIC special assessment – Q1 2026: ($44) million or US($32)

million (($33) million or US($24) million after-tax).

5

The Bank’s share of Schwab’s earnings was reported with a one-month lag. Refer to

Note 7 of the Bank’s first quarter 2026 Interim Consolidated Financial Statements for

further details.

6

The after-tax amount for amortization of acquired intangibles was recorded in the Corporate segment.

7

Capital allocated to the business segment was 11.5% CET1

Capital.

8

Net interest margin is calculated by dividing U.S. Banking segment’s net interest income

by average interest-earning assets excluding the impact related to sweep deposits arrangements

and the impact of intercompany deposits and cash collateral, which management believes better reflects segment

performance. In addition, the value of tax-exempt interest income is

adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the

calculation of average interest-earning assets. Net interest income and

average interest-earning assets used in the calculation are non-GAAP financial measures.

9

For additional information about this metric, refer to the Glossary in the Bank’s first quarter

2026 MD&A.

Quarterly comparison – Q1 2026 vs. Q1 2025

U.S. Banking reported net income was $1,040

million (US$747 million), an increase of

$897 million (US$642 million), compared

with the first quarter last year, and

U.S. Banking adjusted net income was $1,007

million (US$723 million), an increase of

$168 million (US$129 million), compared

with the first quarter last year, both

reflecting the impact of U.S. balance

sheet restructuring activities and lower PCL,

partially offset by higher governance and

control investments, including costs for

U.S. BSA/AML remediation in

the current quarter,

and higher employee-related expenses.

The reported and adjusted annualized

ROE for the quarter were 9.9%

and 9.6%, respectively, compared with

1.3% and 7.5%, respectively, in the

first quarter last year.

Reported and adjusted revenue for the quarter

was US$2,941 million, an increase of US$863

million, or 42%, on a reported basis, and an

increase of

US$211 million, or 8%, on an adjusted basis,

compared with the first quarter last year. Net

interest income of US$2,372 million, increased

US$212 million, or 10%,

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 13

10

11

12

largely reflecting higher product margins and

the impact of U.S. balance sheet restructuring

activities. Net interest margin of 3.38%,

increased 52 bps, due to

higher product margins, the impact of U.S.

balance sheet restructuring activities, and

the normalization of elevated liquidity levels (which

positively impacted net

interest margin by 19 bps). Reported and

adjusted non-interest income was US$569

million, an increase of US$651 million,

on a reported basis, compared with

the first quarter last year, reflecting the impact

of U.S. balance sheet restructuring activities

in the first quarter last year. On an adjusted

basis, non-interest income

was relatively flat compared with the

first quarter last year.

Average loan volumes decreased US$18

billion, or 9%, compared with the first quarter

last year. Personal loans decreased 7% and business

loans decreased

11%, reflecting U.S. balance sheet restructuring

activities. Excluding the impact of

the loan portfolios identified for sale or run-off under

our U.S. balance sheet

restructuring program, core average loan

volumes increased US$3 billion, or 2%

,

. Average deposit volumes

decreased US$14 billion, or 4%, reflecting

a 13%

decrease in sweep deposits, a 2% decrease in

personal deposits, and a 1% decrease

in business deposits.

Assets under administration (AUA) were US$47

billion as at January 31, 2026, an increase

of US$4 billion, or 9%, compared with the

first quarter last year, and

assets under management (AUM) were US$11

billion as of January 31, 2026, an increase

of US$2 billion, or 22%, compared with

the first quarter last year, both

reflecting net asset growth and market appreciation.

PCL for the quarter was US$212

million, a decrease of US$106 million

compared with the first quarter last year. PCL

– impaired was US$284 million, a decrease

of US$87 million, or 23%, reflecting lower provisions

in both the consumer and commercial lending

portfolios. PCL – performing was

a recovery of US$72 million,

compared with a recovery of US$53 million

in the first quarter last year. The performing

recovery this quarter largely reflects an

improvement to the

macroeconomic forecast and migration

from performing to impaired in the commercial

lending portfolio. U.S. Banking PCL

including only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as an

annualized percentage of credit volume

was 0.49%, a decrease of 18 bps compared

with the first quarter last year.

Reported non-interest expenses for the quarter were

US$1,778 million, an increase of US$103

million, or 6%, compared to the first quarter

last year, reflecting

higher governance and control investments including

costs of US$148 million for U.S. BSA/AML

remediation, and higher employee-related

expenses, partially

offset by the expense recovery of the FDIC

special assessment charge.

Adjusted non-interest expenses for the quarter

were US$1,810 million, an increase of

US$135 million, or 8%, reflecting higher governance

and control investments, including costs for U.S.

BSA/AML remediation, and higher employee-related

expenses.

The reported and adjusted efficiency ratios

for the quarter were 60.5% and 61.5%, respectively,

compared with 80.6% and 61.4%, respectively,

in the first

quarter last year.

Quarterly comparison – Q1 2026 vs. Q4 2025

U.S. Banking reported net income was $1,040

million (US$747 million), an increase of

$321 million (US$227 million), or 45% (44%

in U.S. dollars), compared with

the prior quarter, primarily reflecting the impact

of U.S. balance sheet restructuring activities

in the prior quarter, an adjustment for client

deposit rates in the prior

quarter, and the expense recovery of the FDIC

special assessment charge in the current

quarter, partially offset by higher employee-related

expenses and lower

fee income.

U.S. Banking adjusted net income was $1,007

million (US$723 million), relatively flat

compared to the prior quarter, primarily

reflecting higher

employee-related expenses and lower fee income,

largely offset by an adjustment for client deposit

rates in the prior quarter. The reported

and adjusted

annualized ROE for the quarter were 9.9%

and 9.6%, respectively, compared with

6.7% and 9.3%, respectively, in the prior

quarter.

Reported and adjusted revenue for the quarter

was US$2,941 million, an increase of US$345

million, or 13%, on a reported basis, and an

increase of

US$71 million, or 2%, on an adjusted basis,

compared with the prior quarter. Net interest

income of US$2,372 million, increased US$91

million, or 4%, largely

reflecting an adjustment for client deposit

rate in the prior quarter and higher loan margins

in the current quarter. Reported net interest

margin of 3.38%, increased

13 bps, due to an adjustment for client deposit

rates in the prior quarter and higher loan margins

from improved product mix. Net interest margin

is expected to

modestly increase

in the second quarter of fiscal 2026

. Reported and adjusted non

-

interest income was US$569 million, an

increase of US$254

million, or 81%,

on a reported basis, reflecting the impact

of U.S. balance sheet restructuring activities

in the prior quarter, partially offset by lower

fee income. On an adjusted

basis, non-interest income decreased US$20

million, or 3%, reflecting lower fee

income.

Average loan volumes decreased US$2

billion, or 1%, compared with the prior

quarter, reflecting a 3% decrease in business

loans, partially offset by a 1%

increase in personal loans. Excluding

the impact of the loan portfolios identified for

sale or run-off under our U.S. balance sheet

restructuring program, core

average loan volumes increased US$1 billion,

or 1%

10

,11

.

Average deposit volumes decreased

US$5 billion, or 2%, compared with the

prior quarter, reflecting a 5%

decrease in sweep deposits. Personal deposits

and business deposits are relatively

flat compared to the prior quarter.

AUA were US$47 billion as

at January 31, 2026, an increase of US$1

billion, or 2%, compared with the prior quarter,

and AUM were US$11

billion as at

January 31, 2026, an increase of US$1 billion

or 10%, compared with the prior quarter,

both reflecting net asset growth and market

appreciation.

PCL for the quarter was US$212

million, a decrease of US$8 million compared

with the prior quarter. PCL – impaired

was US$284

million, an increase of

US$46 million, or 19%, largely reflecting

higher provisions in the commercial lending

portfolio. PCL – performing was

a recovery of US$72

million, compared with a

recovery of US$18 million in the prior quarter.

The performing recovery this quarter largely

reflects an improvement to the macroeconomic

forecast and migration

from performing to impaired in the commercial

lending portfolio. U.S. Banking PCL

including only the Bank’s share of PCL

in the U.S. strategic cards portfolio, as

an annualized percentage of credit volume was

0.49%, a decrease of 1 bp compared

with the prior quarter.

Reported non-interest expenses for the quarter were

US$1,778 million, a decrease of US$23

million, or 1%, compared with the prior quarter,

reflecting the

expense recovery of the FDIC special assessment

charge, partially offset by higher employee-related

expenses. Adjusted non-interest

expenses for the quarter

were US$1,810 million, an increase of US$9

million, compared with the prior quarter,

reflecting higher employee-related costs.

The reported and adjusted efficiency ratios

for the quarter were 60.5% and 61.5%, respectively,

compared with 69.4% and 62.8%, respectively,

in the prior

period.

Following the end of the first quarter of fiscal

2026,

the Bank completed the conversion of its

Nordstrom credit card portfolio onto the Bank’s servicing

platform. The

Bank became the servicer of the portfolio

and will receive a greater share of revenue

and credit losses.

The Bank expects a charge of approximately

US$145 million pre-tax, reflecting an adjustment

of amounts to be recovered from Nordstrom

for future credit losses,

to be recorded as an Item of Note in the

second quarter of fiscal 2026.

10

Loan portfolios identified for sale or run-off include the Point-of-Sale finance business which services third

party retailers, correspondent lending, export and import lending, commercial

auto dealer portfolio, and other non-core portfolios. Q1 2026 average loan volumes: US$175 billion (Q4 2025: US$177

billion; Q1 2025: US$192

billion). Q1 2026 average loan volumes

of loan portfolios identified for sale or run-off: US$11

billion (Q4 2025: US$14 billion; Q1 2025: US$32 billion). Q1 2026 average loan volumes excluding loan

portfolios identified for sale

or run-off: US$164 billion (Q4 2025: US$163

billion; Q1 2025: US$160 billion).

11

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures”

in the “How We Performed” section of this

document.

12

The Bank’s Q2 2026 net interest margin expectations for the segment are based on the Bank’s assumptions regarding

interest rates, deposit reinvestment rates, average asset levels,

execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties,

including those set out in the “Risk Factors That May Affect

Future Results” section of this document.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 14

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income

$

406

$

389

$

369

Non-interest income

3,500

3,399

3,229

Total revenue

3,906

3,788

3,598

Insurance service expenses

1

1,622

1,602

1,507

Non-interest expenses

1,258

1,239

1,173

Provision for (recovery of) income taxes

269

248

238

Net income

$

757

$

699

$

680

Selected volumes and ratios

Return on common equity

45.3

%

43.1

%

42.7

%

Return on common equity – Wealth Management

2

66.3

66.3

61.9

Return on common equity – Insurance

22.7

18.1

21.9

Efficiency ratio

32.2

32.7

32.6

Efficiency ratio, net of ISE

3

55.1

56.7

56.1

Assets under administration (billions of Canadian

dollars)

4

$

771

$

759

$

687

Assets under management (billions of Canadian

dollars)

610

601

556

Average number of full-time equivalent staff

15,872

15,829

15,176

1

Includes estimated losses related to catastrophe claims – Q1 2026: $7 million, Q4 2025: $15 million, Q1 2025: nil

.

2

Capital allocated to the business was 11.5% CET1 Capital.

3

Efficiency ratio, net of ISE is calculated by dividing non-interest expenses by total revenue, net of ISE.

Total revenue, net of ISE

– Q1 2026: $2,284 million, Q4 2025: $2,186 million,

Q1 2025: $2,091 million. Total revenue,

net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the

“How We Performed” section and the

Glossary in the Bank’s first quarter 2026 MD&A for additional information about this metric.

4

Includes

AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial

Banking segment.

Quarterly comparison – Q1 2026 vs. Q1 2025

Wealth Management and Insurance net income

for the quarter was $757 million, an increase

of $77 million, or 11%, compared with the first quarter last year,

reflecting Wealth Management net income of

$574 million, an increase of $62 million,

or 12%, compared with the first quarter

last year, and Insurance net income

of $183 million, an increase of $15 million, or 9%,

compared with the first quarter last year. The annualized

ROE for the quarter was 45.3%, compared

with 42.7%

in the first quarter last year. Wealth Management annualized ROE

for the quarter was 66.3%, compared

with 61.9% in the first quarter last year, and Insurance

annualized ROE for the quarter was 22.7%

compared with 21.9% in the first quarter last

year.

Revenue for the quarter was $3,906 million, an increase

of $308 million, or 9%, compared

with the first quarter last year. Non-interest income was

$3,500 million, an increase of $271 million, or

8%, reflecting higher insurance earned

premiums, fee-based revenues

from asset growth, and transaction revenue.

Net interest income was $406 million, an increase

of $37 million, or 10%, compared

with the first quarter last year, reflecting higher deposit

volumes.

AUA were $771 billion as at January 31, 2026,

an increase of $84 billion, or 12%, and AUM

were $610 billion as at January 31, 2026,

an increase of $54 billion,

or 10%, compared with the first quarter last

year, both reflecting market appreciation and net asset growth.

Insurance service expenses for the quarter

were $1,622 million, an increase of $115 million, or 8%, compared

with the first quarter last year, primarily reflecting

increased claims severity.

Non-interest expenses for the quarter were $1,258

million, an increase of $85 million, or

7%, compared with the first quarter

last year, reflecting higher variable

compensation commensurate with higher

revenue, increased technology investments,

and higher employee-related expenses.

The efficiency ratio for the quarter was 32.2%,

compared with 32.6% in the first quarter

last year. The efficiency ratio, net of ISE for the quarter was

55.1%,

compared with 56.1% in the first quarter last

year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Wealth Management and Insurance net income

for the quarter was $757 million, an increase

of $58 million, or 8%, compared with the prior

quarter, reflecting

Wealth Management net income of $574 million,

an increase of $17 million, or 3%, compared

with the prior quarter, and Insurance net income of $183 million,

an

increase of $41 million, or 29%, compared

with the prior quarter. The annualized ROE for the quarter

was 45.3%, compared with 43.1% in the prior quarter. Wealth

Management annualized ROE for the quarter

was 66.3%, flat to the prior quarter, and Insurance annualized

ROE for the quarter was 22.7% compared

with 18.1%

in the prior quarter.

Revenue increased $118 million, or 3%, compared with the prior

quarter. Non-interest income increased $101 million, or

3%, reflecting strong underlying

insurance performance and higher fee-based revenues.

Net interest income increased $17 million, or

4%, reflecting higher deposit volumes.

AUA increased $12 billion, or 2%, and AUM

increased $9 billion, or 1%, compared

with the prior quarter, both reflecting market appreciation.

Insurance service expenses were relatively

flat compared with the prior quarter.

Non-interest expenses for the quarter were $1,258

million, an increase of $19 million, or

2%, compared with the prior quarter, primarily reflecting higher

variable

compensation commensurate with higher

revenue.

The efficiency ratio for the quarter was 32.2%,

compared with 32.7% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 55.1%, compared

with 56.7% in the prior quarter.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 15

TABLE 10: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net interest income (loss) (TEB)

$

(75)

$

(66)

$

(107)

Non-interest income

2,545

2,266

2,107

Total revenue

2,470

2,200

2,000

Provision for (recovery of) credit losses –

impaired

216

28

33

Provision for (recovery of) credit losses –

performing

(44)

(4)

39

Total provision for (recovery of) credit losses

172

24

72

Non-interest expenses – reported

1,563

1,559

1,535

Non-interest expenses – adjusted

1,2

1,563

1,515

1,483

Provision for (recovery of) income taxes

(TEB) – reported

174

123

94

Provision for (recovery of) income taxes

(TEB) – adjusted

1

174

132

105

Net income – reported

$

561

$

494

$

299

Net income – adjusted

1

561

529

340

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

1,146

$

865

$

904

Average gross lending portfolio (billions of Canadian

dollars)

4

93.9

90.0

100.9

Return on common equity – reported

5

12.6

%

11.6

%

7.3

%

Return on common equity – adjusted

1,5

12.6

12.4

8.3

Efficiency ratio – reported

63.3

70.9

76.8

Efficiency ratio – adjusted

1

63.3

68.9

74.2

Average number of full-time equivalent staff

7,334

7,438

6,919

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section,

and the

Glossary in the Bank’s first quarter 2026 MD&A.

2

Adjusted non-interest expenses exclude the acquisition and integration-related charges for the Cowen acquisition

– Q4 2025: $44 million ($35 million after tax), Q1 2025: $52 million

($41 million after tax).

3

Includes net interest income (loss) TEB of ($455) million, (Q4 2025: ($419) million, Q1 2025: ($404) million),

and trading income (loss) of $1,601 million (Q4 2025: $1,284 million,

Q1 2025: $1,308 million). Trading-related revenue (TEB) is a non-GAAP financial

measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”

section and

the Glossary in the Bank’s first quarter 2026

MD&A for additional information about this metric.

4

Includes gross loans relating to Wholesale Banking, excluding letters of credit, cash collateral, credit default swaps,

and allowance for credit losses.

5

Capital allocated to the business segment was 11.5% CET1 Capital.

Quarterly comparison – Q1 2026 vs. Q1 2025

Wholesale Banking reported and adjusted net

income for the quarter were $561

million. Reported net income for the quarter

increased $262 million, or 88%,

compared with the first quarter last year, primarily reflecting

higher revenues, partially offset by higher PCL

and non-interest expenses. On an

adjusted basis, net

income increased

$221 million, or 65%, compared with the

first quarter last year.

Revenue for the quarter was $2,470 million, an

increase of $470 million, or 24%,

compared with the first quarter last year. Higher revenue

primarily reflects

higher trading-related revenue, lending revenue,

advisory fees, and underwriting fees,

partially offset by the net change in fair value of

loan underwriting

commitments.

PCL for the quarter was $172 million, an increase

of $100 million compared with the first

quarter last year. PCL – impaired was $216

million, an increase of

$183 million compared with the prior

year, primarily reflecting a small number of impairments across

various industries. PCL – performing was

a recovery of

$44 million, compared with a build of $39

million in the prior year. The performing recovery this quarter

was driven by migration from performing to impaired.

Reported non-interest expenses for the quarter

were $1,563 million, an increase of $28

million, or 2%, compared with the first quarter

last year, primarily

reflecting higher operating costs, including technology

and front office, spend supporting business

growth, and higher variable compensation,

partially offset by the

cessation of acquisition and integration-related

costs. On an adjusted basis, non-interest expenses

were $1,563 million, an increase of $80 million,

or 5%.

Quarterly comparison – Q1 2026 vs. Q4 2025

Wholesale Banking reported and adjusted net

income for the quarter were $561

million. Reported net income increased

$67 million, or 14%, compared with the

prior quarter, primarily reflecting higher revenues, partially offset by

higher PCL and non-interest expenses.

On an adjusted basis, net income increased

$32 million, or 6%.

Revenue for the quarter increased $270 million,

or 12%, compared with the prior quarter. Higher revenue

primarily reflects higher trading-related

revenue,

lending revenue,

and net change in fair value of the equity

investment portfolio, partially offset by lower underwriting

and advisory fees.

PCL for the quarter was $172 million, an increase

of $148 million compared with the prior quarter. PCL – impaired

was $216

million, an increase of $188 million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was a recovery of $44 million, compared

with a recovery of

$4 million in the prior quarter. The performing recovery this

quarter was driven by migration from performing

to impaired.

Reported non-interest expenses for the quarter

increased $4 million, relatively flat

compared with the prior quarter, primarily reflecting higher

variable

compensation, partially offset by higher acquisition

and integration-related costs and higher

spend supporting business growth in the prior

quarter. On an adjusted

basis, non-interest expenses increased $48

million, or 3%.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 16

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

January 31

October 31

January 31

2026

2025

2025

Net income (loss) – reported

$

(359)

$

(497)

$

(359)

Adjustments for items of note

Amortization of acquired intangibles

34

34

61

Restructuring charges

200

190

Impact from the terminated FHN acquisition-related

capital hedging strategy

44

49

54

Balance sheet restructuring

102

Less: impact of income taxes on items

of note

72

73

22

Net income (loss) – adjusted

1

$

(153)

$

(195)

$

(266)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

1

$

(515)

$

(537)

$

(370)

Other

362

342

104

Net income (loss) – adjusted

1

$

(153)

$

(195)

$

(266)

Selected volumes

Average number of full-time equivalent staff

2

18,098

18,371

17,800

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section, and the

Glossary in the Bank’s first quarter 2026 MD&A.

2

Effective the third quarter of 2025, call center operations have been realigned from the Corporate segment

to the businesses, providing end-to-end ownership of customer experience.

The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number

of full-time equivalent staff has been restated for comparative periods.

Quarterly comparison – Q1 2026 vs. Q1 2025

Corporate segment’s reported net loss for the quarter

was $359 million, flat compared with the

first quarter last year. The year-over-year net loss primarily reflects

restructuring charges and higher net corporate

expenses, largely offset by higher revenue

from treasury and balance sheet management

activities. Net corporate

expenses increased $145 million compared

with the first quarter last year, primarily reflecting continued

investments in governance and controls.

The adjusted net

loss for the quarter was $153 million, compared

with $266 million in the prior year.

Quarterly comparison – Q1 2026 vs. Q4 2025

Corporate segment’s reported net loss for the quarter

was $359 million, compared with $497

million in the prior quarter. The lower net loss primarily reflects

the

impact of balance sheet restructuring activities

in the prior quarter. The adjusted net loss for the quarter

was $153 million, compared with $195 million

in the prior

quarter.

TD BANK GROUP • FIRST QUARTER 2026

• EARNINGS NEWS RELEASE

Page 17

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

1-800-387-0825 (Canada and U.S. only)

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Suite 101

Canton, MA 02021

1-866-233-4836

TDD for hearing impaired: 1-800-231-5469

Shareholders outside of U.S.: 201-680-6578

TDD shareholders outside of U.S.: 201-680-6610

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

Access to Quarterly Results Materials

Interested investors, the media and others

may view the first quarter earnings news release,

results slides, supplementary financial

information, and the Report to

Shareholders on the TD Investor Relations

website at www.td.com/investor/.

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on February

26, 2026. The call will be audio webcast

live through TD’s website at

9:30 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for the first quarter and

discussions of related disclosures,

followed by a question-and-answer period with analysts.

The presentation material referenced

during the call will be available on the

TD website at

www.td.com/investor

on February 26,

2026, in advance of the call.

A listen-only telephone line

is available at 416-855-9085 or 1-800-990-2777

(toll free), passcode

24789#.

The audio webcast and presentations will be

archived at

www.td.com/investor

. Replay of the teleconference will be available

until 11:59 p.m. ET on

March 13, 2026, by calling 289-819-1325 or 1-888-660-6264

(toll free). The passcode is 24789#.

Annual Meeting

Thursday, April 16, 2026

Toronto, Ontario

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 customers 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 North

America’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 January 31, 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

ex995

TD BANK GROUP DECLARES DIVIDENDS

(all amounts in Canadian dollars)

TORONTO – February 26, 2026 -

The Toronto

-Dominion Bank (the "Bank") today announced

that a dividend in an amount of one dollar and eight cents

($1.08) per fully paid common share in

the capital stock of the Bank has been declared for the

quarter ending April 30, 2026, payable on

and after April 30, 2026, to shareholders of record at the close

of business on April 9, 2026.

In lieu of receiving their dividends in cash, holders of the Bank’s

common shares may choose to

have their dividends reinvested in additional common shares

of the Bank in accordance with the

Dividend Reinvestment Plan (the “Plan”).

Under the Plan, the Bank has the discretion to either purchase

the additional common shares in

the open market or issue them from treasury.

If issued from treasury,

the Bank may decide to

apply a discount of up to 5% to the Average Market

Price (as defined in the Plan) of the additional

shares.

For the April 30, 2026 dividend, the Bank will purchase

the additional shares in the open

market and therefore no discount will apply.

Registered holders of record of the Bank's common shares

wishing to join the Plan can obtain an

Enrolment Form from TSX Trust

Company (1-800-387-0825) or on the Bank's website,

www.td.com/dividends/drip.

In order to participate in the Plan in time for this

dividend, Enrolment

Forms for registered holders must be received by TSX

Trust Company at P.O.

Box 4229, Postal

Station A, Toronto,

Ontario, M5W 0G1, or by facsimile at 1-888-488-1416, before

the close of

business on April 9, 2026.

Beneficial or non-registered holders of the Bank's common shares

wishing to join the Plan must contact their financial institution

or broker for instructions on how to

enroll in advance of the above date.

Registered holders who participate in the Plan and who wish to

terminate that participation so that

cash dividends to which they are entitled to be paid on and

after April 30, 2026 are not reinvested

in common shares under the Plan must deliver written notice

to TSX Trust Company at the above

address by no later than April 9, 2026.

Beneficial or non-registered holders who participate

in the

Plan and who wish to terminate that participation so that

cash dividends to which they are entitled

to be paid on and after April 30, 2026 are not reinvested in

common shares under the Plan must

contact their financial institution or broker for instructions on how

to terminate participation in the

Plan in advance of April 9, 2026.

The Bank also announced that dividends have been declared

on the following Non-Cumulative

Redeemable Class A First Preferred Shares of the Bank, payable

on and after April 30, 2026, to

shareholders of record at the close of business on April

9, 2026:

Series 1, in an amount per share of $0.310625;

Series 16, in an amount per share of $0.3938125;

Series 18, in an amount per share of $0.3591875;

Series 27, in an amount per share of $28.75; and

Series 28, in an amount per share of $36.16.

The Bank for the purposes of the Income Tax

Act (Canada) and any similar provincial legislation

advises that the dividend declared for the quarter ending

April 30, 2026 and all future dividends

will be eligible dividends unless indicated otherwise.

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 North America'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 January 31, 2026. The Toronto

-Dominion

Bank trades under the symbol "TD" on the Toronto

Stock Exchange and New York

Stock

Exchange.

For more information contact:

Jennifer dela Cruz

Business Management Specialist, Treasury

and

Corporate Securities

Legal Department – Shareholder Relations

(416) 944-6367

Toll

free 1-866-756-8936

Gabrielle Sukman

Senior Manager, Corporate

and Public Affairs

(416) 983-1854

ex996

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Raymond Chun, Group President and Chief Executive Officer of The Toronto-

Dominion Bank, certify the following:

1.

Review

: I have reviewed the interim financial report and interim MD&A

(together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended January 31, 2026.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

to state a material fact required to be stated or that is necessary

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial information

included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

control over financial reporting (ICFR), as those terms are defined

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to

provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being

prepared; and

(ii) information required to be disclosed by the issuer in its annual

filings, interim

filings or other reports filed or submitted by it under securities legislation

is

recorded, processed, summarized and reported within

the time periods specified

in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on November 1,

2025, and ended on January 31, 2026, that has materially

affected, or is reasonably

likely to materially affect, the issuer's ICFR.

Date: February 26, 2026

/s/ Raymond Chun

Raymond Chun

Group President and Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Kelvin Tran, Group Head and Chief Financial Officer of The Toronto-Dominion Bank,

certify the following:

1.

Review

: I have reviewed the interim financial report and interim MD&A

(together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended January 31, 2026.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

to state a material fact required to be stated or that is necessary

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial information

included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

control over financial reporting (ICFR), as those terms are defined

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to

provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being

prepared; and

(ii) information required to be disclosed by the issuer in its annual

filings, interim

filings or other reports filed or submitted by it under securities legislation

is

recorded, processed, summarized and reported within

the time periods specified

in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on November 1,

2025, and ended on January 31, 2026, that has materially

affected, or is reasonably

likely to materially affect, the issuer's ICFR.

Date: February 26, 2026

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer