Toronto Dominion Bank 6-K, filed Sep 17, 2025
Toronto Dominion Bank (TD)
About this 6-K
Toronto Dominion Bank filed this 6-K on September 17, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of September, 2025. | Commission File Number: 001-14446 |
The Toronto-Dominion Bank
(Translation of registrant's name into English)
c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F _________ | Form 40-F √ |
This Form 6-K is incorporated by reference into all outstanding Registration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated September 16, 2025 - TD Announces Pricing of Japanese Yen NVCC Subordinated Debentures |
FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE TORONTO-DOMINION BANK | ||||
| DATE: September 16, 2025 | By: | /s/ Sue-Anne Fox | ||
| Name: | Sue-Anne Fox |
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| Title: | Associate Vice President, Legal, Treasury and Corporate Securities |
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EXHIBIT 99.1
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
TD Announces Pricing of Japanese Yen NVCC Subordinated
Debentures
September 16, 2025 - The Toronto-Dominion Bank (“TD” or the “Bank”) (TSX, NYSE: TD) today announced the pricing of a private placement offering of JPY 14 billion of Fixed Rate Reset Subordinated Notes (Non-Viability Contingent Capital (NVCC)) constituting subordinated indebtedness of the Bank (the “Notes”).
The Notes will bear interest at a fixed rate of 2.058% per annum (paid semi-annually) until September 25, 2030, and at the 5-year Tokyo Overnight Average Rate (TONA) mid-swap rate plus 0.97% thereafter (paid semi-annually) until maturity on September 25, 2035. The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes on September 25, 2030, in whole but not in part, at par plus accrued and unpaid interest on not more than 60 nor less than 10 days’ notice to holders.
Net proceeds from the issuance of the Notes will be used for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of other outstanding liabilities. The Notes are expected to qualify as Tier 2 capital of TD for regulatory purposes.
Nomura International plc and TD Securities are the managers on the issue.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell securities in the United States.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by assets and serves over 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. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S. and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among the world's leading online financial services firms, with more than 18 million active online and mobile customers. TD had CDN$2.0 trillion in assets on July 31, 2025. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
For further information: Brooke Hales, Senior Vice President, Investor Relations, 416-307-8647, Brooke.hales@td.com; Elizabeth Goldenshtein, Senior Manager, Corporate Communications, 416-994-4124, Elizabeth.goldenshtein@td.com.