Commentary & Deal Flow

IPTs: Long 4yr: UKT+95a

• Issuer: The Toronto-Dominion Bank (Ticker: TD)
• LEI: PT3QB789TSUIDF371261
• Exp Issue Ratings: A2/A-/AA- (Moody's/S&P/Fitch)
• Offering Format: Reg S only, Registered form
• Distribution: As set out in the Base Prospectus. Regulation S, compliance Category 2, TEFRA not applicable. Not Rule 144a eligible. Canadian Sales not permitted. Singapore Sales to Institutional Investors and Accredited Investors only. The Notes are not available to EEA or UK retail investors
• Status: Senior Bail-inable Notes
• Settlement: 16-Jun-26 (T+5)
• Maturity: 28-Nov-30
• Pricing Date: 09-Jun-26
• Tenor: Long 4-year Fixed
• Issue Size: £ Benchmark
• IPTs: Mid UKT+95bp area
• Benchmark: UKT 0.375% 22-Oct-30
• Coupon: Fixed, Semi-annual, Act/Act (ICMA), Following (Unadjusted), Short First coupon on 28-Nov-26
• Denominations: £100,000 and integral multiples of £1,000 in excess thereof
• Business Days: London and Toronto
• Listing: London Stock Exchange’s Main Market
• Governing Law: Province of Ontario, Canada and the federal laws of Canada applicable therein
• Documentation: Under the Bank’s GMTN Programme using the base prospectus dated 01-Aug-25, as supplemented (the "Prospectus")
• Target Market: Professional investors and ECPs only target market (all distribution channels)
• EU MiFID/UK MiFIR Target Market: Professional investors and ECPs only target market (all distribution channels)
• PRIIPS/UK PRIIPs: No EEA or UK PRIIPs key information document (KID)/CCI product summary has been prepared as not available to retail in EEA or UK
• Status of the Senior Notes: The Senior Notes will rank pari passu with all deposit liabilities of the Bank without any preference amongst themselves except as otherwise prescribed by law and subject to the exercise of bank resolution powers. The Senior Notes do not evidence or constitute deposits that are insured under the Canada Deposit Insurance Corporation Act (the “CDIC Act”)
• Bail-in: The Senior Notes are Bail-inable Notes. Bail-inable Notes are 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 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 Senior Notes. For a description of Canadian bank resolution powers and the consequent risk factors attaching to Bail-inable Notes, reference is made to the Prospectus (as defined above under "Documentation")
• Bookrunners: Barclays, BMO Capital Markets, Lloyds, NatWest, TD Securities (B&D)
• Advertisement: The Prospectus, is (and the Final Terms once published will be) available on: https://www.td.com/ca/en/about-td/for-investors/investor-relations/fixed-income-investor/debt-information/bail-in-debt
• Schedule: Books open, today’s business
• Stabilisation: FCA/ICMA
• Notes: PLEASE NOTE THAT £ PRICING IS VS MID GILTS AS PER ICMA GUIDELINES, BUT HEDGES ARE EXECUTED VS THE DM TRADER’S BID SIDE.