TD · The Toronto-Dominion Bank

This C$1 billion NVCC subordinated debenture issuance is a material capital action aligned with TD’s ongoing regulatory capital management strategy under Canada’s OSFI framework. As non-viability contingent capital, these notes qualify as Additional Tier 1 (AT1) or Tier 2 capital depending on final terms and OSFI classification — enhancing TD’s capacity to absorb losses while maintaining minimum capital ratios. The hybrid interest structure reflects current Canadian monetary policy expectations: the initial fixed rate locks in near-term funding cost certainty, while the switch to CORRA-based floating rate after five years aligns with anticipated normalization of short-term rates and reduces long-duration interest rate risk for the issuer. The optional redemption feature beginning June 16, 2031 — contingent on OSFI approval — preserves strategic flexibility to refinance or retire the notes if capital needs evolve or market conditions improve. Proceeds are explicitly designated for general corporate purposes, with emphasis on redeeming existing capital securities or repaying other liabilities, indicating disciplined liability management rather than growth-oriented funding. Because the notes are unregistered and excluded from U.S. distribution, they carry no U.S. investor exposure or SEC reporting implications, reinforcing TD’s status as a foreign private issuer operating primarily under Canadian regulatory oversight. For investors, this transaction signals TD’s proactive approach to maintaining robust capitalization ahead of potential macroeconomic or regulatory shifts, though it also adds C$1 billion of long-term subordinated debt with step-up interest risk post-2031.