多伦多道明银行美股招股说明书(2026-08-17版)

The Toronto-Dominion Bank (TD) has offered Callable Fixed Rate Notes due August 18, 2031, with a fixed interest rate of 5.075% per annum. The Notes will accrue interest from the Issue Date to the Maturity Date, with interest payments made on the 18th of February and August. TD has the option to redeem the Notes on any Optional Call Date, starting from August 18, 2028, up to the Interest Payment Date immediately preceding the Maturity Date.

The Notes are unsecured and bail-inable, meaning they may be converted into common shares of TD or its affiliates under Canadian bank resolution powers if TD becomes non-viable. This conversion could result in investors losing their entire investment. The Notes will not be listed on any securities exchange, and there may be limited secondary market liquidity, potentially leading to significant losses if sold before maturity.

Investors should be aware of several risks associated with the Notes, including credit risk, conversion risk, early redemption risk, and liquidity risk. Additionally, the Notes involve complex tax considerations for both U.S. and Canadian holders, with potential uncertainties in the U.S. federal income tax treatment and Canadian non-resident withholding tax implications.

TD Securities (USA) LLC, an affiliate of TD, has been appointed as the agent for the sale of the Notes and will receive a commission of $7.40 per Note. The Notes are subject to conflicts of interest due to TD Securities' affiliation with TD and TD's receipt of net proceeds from the initial public offering. The Notes are not intended for retail investors in the European Economic Area (EEA) or the United Kingdom (UK).

Legal opinions indicate that the Notes will be valid and binding obligations of TD upon issuance and delivery, subject to applicable laws and regulations.