SEC Form FWP filed by Toronto Dominion Bank

Issuer:

The Toronto-Dominion Bank

Issue:

4.574% Senior Medium-Term Notes, Series F, due 2028 (the “Notes”)

Format:

SEC-Registered

Expected Ratings¹:

Moody’s Investors Service: A2 (outlook: stable) / Standard & Poor’s: A- (outlook: stable) / Fitch Ratings, Inc.: AA- (outlook: negative) / DBRS: AA (low) (outlook: stable)

Principal Amount:

US$1,000,000,000

Issue Price:

100.000% plus accrued interest, if any, from June 3, 2025

Trade Date:

May 27, 2025

Settlement Date (T+5)²:

June 3, 2025

Maturity Date:

June 2, 2028

Minimum Denomination:

US$2,000 and multiples of US$1,000 in excess thereof

Interest Rate:

4.574%

Treasury Benchmark:

UST 3.750% due May 15, 2028

Treasury Benchmark Price:

99-16+

A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before settlement will be required, by virtue of the fact that the Notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement.

Treasury Benchmark Yield:

3.924%

Spread to Treasury Benchmark:

+65 basis points

Re-Offer Yield:

4.574%

Commissions:

0.250%

Interest Payment Dates:

Semi-annually on June 2 and December 2 of each year, beginning on December 2, 2025 (short first coupon) and ending on the Maturity Date.

Day Count Fraction:

30 / 360

Canadian Bail-in Provisions:

The Notes are bail-inable notes (as defined in the accompanying prospectus supplement) and subject to conversion in whole or in part — by means of a transaction or series of transactions and in one or more steps — into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of the Debt Securities — Terms Specific to Senior Debt Securities — Special Provisions Related to Bail-inable Debt Securities” and “Risk Factors — Risks Related to the Bail-inable Debt Securities” in the prospectus.

Optional Redemption by Holders of Notes:

Not applicable

Optional Redemption by the Issuer:

In certain circumstances where the Issuer has or will become obligated to pay additional amounts (as described in the pricing supplement), the Issuer may, at its option, redeem the Notes, in whole, but not in part, at any time before maturity, after giving not less than 10 nor more than 60 calendar days’ notice to the holders of the Notes, at a redemption price equal to 100% of their principal amount together with accrued interest, if any, to, but excluding, the redemption date. See “Terms of the Notes — Redemption for Tax Reasons” in the pricing supplement.

The Issuer may also redeem the Notes, at its option, as a whole or in part at any time and from time to time, prior to maturity, after giving not less than 10 nor more than 60 calendar days’ notice to the holders of the Notes at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes to be redeemed; (ii) the Make-Whole Amount (as defined in the pricing supplement dated May 27, 2025) discounted at the Treasury Yield (as defined in the pricing supplement) plus 10 basis points; and (iii) accrued and unpaid interest on the Notes to, but excluding, the redemption date. See “Terms of the Notes — Optional Redemption” in the pricing supplement.

Concurrent Offerings:

US$700,000,000 4.808% Senior Medium-Term Notes, Series F, due 2030 and US$300,000,000 Floating Rate Senior Medium-Term Notes, Series F, due 2028.

The settlement of the Notes is not contingent on the settlement of the concurrent offerings.

Listing:

The Notes will not be listed on any securities exchange.

Joint Bookrunners:

TD Securities (USA) LLC

BofA Securities, Inc.

Goldman Sachs & Co. LLC

Mizuho Securities USA LLC

U.S. Bancorp. Investments, Inc.

Co-Managers:

Academy Securities, Inc.

ANZ Securities, Inc.

BNY Mellon Capital Markets, LLC

CastleOak Securities, L.P.

Citizens JMP Securities, LLC

Commonwealth Bank of Australia

Desjardins Securities Inc.

Drexel Hamilton, LLC

Intesa Sanpaolo IMI Securities Corp.

KeyBanc Capital Markets Inc.

M&T Securities, Inc.

nabSecurities, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Regions Securities LLC

Westpac Banking Corporation

CUSIP / ISIN:

89115K AD2 / US 89115KAD28