道明银行美股招股说明书(2025-09-12版)

% Fixed Rate Reset Limited Recourse Capital Notes, Series 6(Non-ViabilityContingent Capital (NVCC))(subordinated indebtedness) Non-Cumulative% Fixed Rate ResetPreferred Shares, Series 33(Non-ViabilityContingent Capital (NVCC)) The Toronto-Dominion Bank (the “Bank”) is offering US$aggregate principal amount of% Fixed Rate Reset LimitedRecourse Capital Notes, Series 6(Non-ViabilityContingent Capital (NVCC)) (the “Notes”). The Notes will mature on October31, 2085 (the“Maturity Date”). The Bank will pay interest on the Notes in equal (subject to the reset of the interest rate) quarterly installments in arrears onJanuary31, April30, July31 and October31 of each year (each, an “Interest Payment Date”), with the first payment on January31, 2026(long first interest period). From the date of issue to, but excluding, October31, 2030 (the “Initial Reset Date”), the interest rate on the Noteswill be fixed at% per annum. Starting on the Initial Reset Date and on every fifth anniversary of such date thereafter until October31, 2080(each such date, a “Reset Date”, and each such period until the Maturity Date, a “Reset Rate Period”), the interest rate on the Notes will bereset at an interest rate per annum equal to the sum, as determined by TD or our designee, of (i)the U.S. Treasury Rate (as defined below) onthe business day prior to such Reset Date (each, an “Interest Rate Calculation Date”) plus (ii)%. Assuming the Notes are issuedon, 2025, the first interest payment on the Notes on January31, 2026 will be in an amount of US$per US$1,000 principalamount of Notes. This prospectus supplement, together with the accompanying base prospectus dated February26, 2025 (the “base prospectus”) and thedocuments incorporated by reference therein (collectively, the “prospectus”), also relates to the offering ofNon-Cumulative% Fixed RateReset Preferred Shares, Series 33(Non-ViabilityContingent Capital (NVCC)) of the Bank (the “Series 33 Shares”), for a face amount ofUS$1,000 per share to be issued to the Limited Recourse Trustee (as defined below) in connection with the issuance of the Notes. The Series33 Shares offered hereby will be issued prior to the closing of the offering of the Notes. The Notes are intended to qualify as the Bank’s “Additional Tier 1” capital within the meaning of the regulatory capitaladequacy requirements to which the Bank is subject. In the event of anon-paymentby the Bank of the principal amount of, intereston, or Redemption Price (as defined below) for, the Notes when due, the sole remedy of holders of Notes (each, a “Noteholder”) for anyclaims against the Bank shall be the delivery to the holders of their proportionate share of the Corresponding Limited Recourse TrustAssets (as defined below), which initially shall consist of the Series 33 Shares. See “Description of the Notes–Limited Recourse”. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.The Notes will be direct, unsecured obligations of the Bank constituting subordinated indebtedness for the purpose of theBank Act(Canada) (the “Bank Act”) which, if the Bank becomes insolvent or iswound-up(prior to the occurrence of a Trigger Event (as definedbelow)), will rank: (a)subordinate in right of payment to the prior payment in full of all Higher Ranked Indebtedness (as defined below) and(b)in right of payment equally with and not prior to the Junior Deeply Subordinated Indebtedness (as defined below) (other than the JuniorDeeply Subordinated Indebtedness which by its terms ranks subordinate to the Notes), in each case, from time to time outstanding, and will besubordinate in right of payment to all of the Bank’s deposit liabilities and the Bank’s other unsubordinated creditors, provided that in the eventof the occurrence of a Recourse Event (as defined below), including an event of default, the sole remedy of a holder of the Notes shall berecourse to such holder’s proportionate share of the Corresponding Limited Recourse Trust Assets, and all claims of the holders of Notesagainst the Bank under the Notes will be extinguished upon receipt of the Corresponding Limited Recourse Trust Assets. For the avoidance ofdoubt, the Junior Deeply Subordinated Indebtedness includes the Notes. If the Corresponding Limited Recourse Trust Assets that are deliveredto the Noteholders under such circumstances comprise Series 33 Shares or common shares of the Bank (“Common Shares”), such Series 33Shares or Common Shares will rank on parity with all other ClassA First Preferred Shares of the Bank (“ClassA First Preferred Shares”) orCommon Shares, as applicable. See “Description of the Notes”. Table of Contents The Bank may, at its option, with the prior written approval of the Superintendent of Fina