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 July, 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 annualreports 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 July 10, 2025 - TD Bank Group to Issue Australian Dollar NVCC Subordinated Debentures

 

 

 
 

FORM 6-K

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  THE TORONTO-DOMINION BANK
         
         
DATE:  July 10, 2025 By:  /s/ Sue-Anne Fox  
    Name:

Sue-Anne Fox

 
    Title:  

Associate Vice President, Legal Treasury and Corporate Securities

 

 

 

 

 

 EXHIBIT 99.1

 

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES

 

TD Bank Group to Issue Australian Dollar NVCC SubordinatedDebentures

July 10, 2025 - The Toronto-Dominion Bank (“TD”or the “Bank”) (TSX, NYSE: TD) today announced the pricing of a private placement offering of AUD 30 million of Fixed-to-FloatingRate 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 5.93%per annum (paid semi-annually) until July 23, 2035, and at the 3-month BBSW rate yield plus 1.500% thereafter (paid quarterly) until maturityon July 23, 2040. The Bank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeemthe Notes on July 23, 2035, 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 beused for general corporate purposes, which may include the redemption of outstanding capital securities and/or the repayment of otheroutstanding liabilities. The Notes are expected to qualify as Tier 2 capital of TD for regulatory purposes.

 

The Toronto-Dominion Bank, London Branch is the solemanager on the issue.

 

The Notes have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicableexemption from registration requirements. This press release shall not constitute an offer to sell securities in the United States.

 

About TD Bank Group

TheToronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is thesixth largest bank in North America by assets and serves over 27.9 million customers in four key businesses operating ina number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trustand TD Auto Finance Canada; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto Finance U.S.,TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and WholesaleBanking, including TD Securities and TD Cowen. TD also ranks among the world's leading online financial services firms, with more than18 million active online and mobile customers. TD had $2.1 trillion in assets on April 30, 2025. The Toronto-Dominion Banktrades under the symbol "TD" on the Toronto and New York Stock Exchanges.

Forfurther information contact:

BrookeHales, Vice President, Investor Relations, 416-307-8647, Brooke.hales@td.com; Elizabeth Goldenshtein, Senior Manager, Corporate Communications,416-994-4124, Elizabeth.goldenshtein@td.com.