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The Toronto-Dominion Bank (TD) has issued $3.165 million of Dual Directional Capped Buffer Notes linked to the S&P 500 Index (SPX), maturing 15 July 2027. The unsecured senior notes (Series H) give investors:
- Unleveraged upside equal to the positive index move, capped at a 14.24 % maximum return ($1,142.40 per $1,000 note).
- Contingent absolute return for moderate declines: if SPX finishes 0 %鈥�25 % below the initial level (6,259.75), investors gain 1 % for each 1 % drop (max 25 %).
- 25 % downside buffer; beyond that, losses accelerate at a 1.3333脳 downside leverage.
Key economic terms: Pricing Date 11 Jul 2025; Issue Date 16 Jul 2025; Valuation Date 12 Jul 2027. Minimum purchase is $10,000 (integral $1,000 multiples). The estimated value at pricing was $980.60, 1.9 % below the $1,000 offer price, reflecting structuring and hedging costs. TD Securities (USA) LLC receives a $15 underwriting concession per note; J.P. Morgan acts as placement agent.
Risk highlights: notes pay no coupons; principal repayment depends on TD鈥檚 credit. They are not listed, so secondary-market liquidity may be limited and bid/ask spreads wide. Investors face price risk from TD鈥檚 internal funding rate, potential market-disruption postponements, and complex tax treatment. Because the notes are short-dated (~2 years), the 14.24 % cap may lag total SPX returns in a strong bull market, while declines beyond 25 % result in leveraged losses.
For TD, the transaction provides low-cost U.S. dollar funding but is immaterial to its overall balance sheet. For investors, the instrument suits tactical views that SPX will trade within 卤25 % over the period, but requires comfort with credit risk, illiquidity, and structural complexity.
The Toronto-Dominion Bank (TD) is offering unsecured, senior Digital Notes linked to the performance of the EURO STOXX 50庐 Index (SX5E). The notes are issued under Series H senior debt and are expected to have a tenor of 47-50 months. Investors purchase the notes in minimum denominations of $1,000; the aggregate size may be increased at TD鈥檚 discretion.
Coupon / income: The notes do not bear periodic interest. All cash flow occurs at maturity.
Payment at maturity:
- If the final SX5E level on the valuation date is 鈮� 80 % of the initial level, holders receive a fixed Threshold Settlement Amount between $1,307.20 and $1,360.40 per $1,000 principal (鈮� +30 % to +36 %).
- If the final level is < 80 % of the initial, the payoff becomes linear: Payment = $1,000 + ($1,000 脳 Percentage Change). Every 1 % decline beyond -20 % erodes principal dollar-for-dollar, exposing the investor to up to 100 % loss of principal.
Credit & liquidity considerations: The notes are TD鈥檚 unsecured obligations and carry TD credit risk; they are not insured by the CDIC or FDIC and will not be listed on any exchange. TD鈥檚 initial estimated value is expected between $910 鈥� $940 per $1,000, reflecting dealer compensation and internal funding rates that are less favorable than TD鈥檚 conventional debt spreads. Secondary market liquidity is expected to be limited; GS & Co. is not obliged to make a market.
Distribution economics: Public offering price: $1,000; underwriting discount: $24; net proceeds to TD: $976. Agents are TD Securities (USA) LLC and Goldman Sachs & Co. LLC, which may engage in market-making and hedging transactions that could affect note pricing.
Key risk disclosures:
- Principal is at risk below the 80 % threshold; investors could lose their entire investment.
- No upside participation beyond the fixed Threshold Settlement Amount; performance is capped even if SX5E rises substantially.
- Note pricing and secondary values are based on TD鈥檚 internal funding rate, not on market credit spreads, generating an initial economic value well below the purchase price.
- Limited liquidity; potential substantial bid/ask spreads.
- Complex U.S. and Canadian tax treatment; notes assumed to be prepaid derivative contracts for U.S. tax purposes, but alternate IRS views are possible.
Indicative timetable: Pricing Date in 2025 (TBA); Issue Date five business days later; Valuation Date 47-50 months after pricing; Maturity two business days post-valuation.
Investors should review the detailed 鈥淎dditional Risk Factors鈥� and consult advisers to assess suitability given the capped upside, full downside exposure below 80 %, credit risk to TD, liquidity constraints and tax uncertainties.
Toronto-Dominion Bank (TD) is offering US$500,000 of Dual Directional Capped Buffer Notes linked to the S&P 500 Index, maturing 15 July 2027. The notes are senior unsecured debt (Series H) and expose holders to TD鈥檚 credit risk.
Return profile: (i) If the index is unchanged or higher on the 12 July 2027 valuation date, investors receive their principal plus the Percentage Change, capped at a 17.12 % maximum upside. (ii) If the index falls by up to 20 % (鈮� Buffer Level), holders gain 1 % for each 1 % decline (maximum +20 %). (iii) Below the 20 % buffer, principal loss accelerates at a 1.25脳 downside leverage; a 60 % index drop cuts repayment to US$500, and a full 100 % drop wipes out the investment.
Key terms: principal US$1,000 (minimum purchase US$10,000); pricing 11 July 2025; issue 16 July 2025 (T+3); estimated value on pricing date US$979.80鈥攂elow the US$1,000 public price. Investors forgo coupons and dividends, and the notes will not be listed. Underwriting fee is US$15 per note (1.5 %), leaving net proceeds of US$985 to TD.
Risk highlights: limited upside versus direct index investment; leveraged losses beyond the 20 % buffer; secondary-market liquidity uncertain; market value expected below issue price due to fees, hedging costs and TD鈥檚 internal funding rate. As unsecured obligations, payment depends entirely on TD鈥檚 ability to meet its liabilities.
The Toronto-Dominion Bank (TD) is offering US$300,000 of Autocallable Fixed Interest Barrier Notes, Series H, due July 14 2028. The notes are linked to the worst performer among Amazon.com (AMZN), Intel (INTC) and Tesla (TSLA). Each US$1,000 note pays a fixed monthly coupon of US$11.042 (鈮�13.25% p.a.) from August 2025 until an automatic call or maturity. On any monthly Call Observation Date (starting January 11 2026) the notes are automatically called鈥攁nd redeemed at par plus the month鈥檚 coupon鈥攊f each reference share closes at or above its Call Threshold (100 % of the initial value: AMZN US$225.02, INTC US$23.43, TSLA US$313.51).
Principal repayment: if the notes are not called, investors receive at maturity: (1) par if the final price of each share is 鈮� its Barrier (50 % of initial value); or (2) par plus (par 脳 Least Performing Percentage Change) if any share is below its Barrier, resulting in a dollar-for-dollar loss that can reach 100 % of principal.
Key economic terms
- Issue price: US$1,000; estimated value: US$935.20 (6.48 % discount)
- Underwriting discount: 3 % (US$30 per note); net proceeds to TD: 97 %
- Minimum investment: US$1,000; book-entry form via DTC; unlisted, no active market expected
- Credit: senior unsecured obligations of TD; subject to TD鈥檚 credit risk; not CDIC or FDIC insured
- Barrier levels: AMZN US$112.51; INTC US$11.715; TSLA US$156.755
Risk highlights: investors face (1) full downside exposure below the 50 % barrier of the worst-performing share, (2) reinvestment risk if the notes are called early, (3) market, correlation and single-stock risks, (4) illiquidity and secondary-market price compression, (5) potential tax complexity, and (6) conflicts of interest because TD and its affiliate TDS act as issuer, hedger and distributor.
The product suits investors seeking high, fixed income in the current rate environment and willing to accept equity downside and issuer credit risk for potential total returns limited to coupon income.
The Toronto-Dominion Bank (TD) is offering 2,166,016 units of Autocallable Strategic Accelerated Redemption Securities庐 (series H) linked to the price-return Russell 2000庐 Index (RTY). The notes are senior unsecured obligations with a $10 principal amount per unit and a three-year maximum term, subject to automatic early redemption on any of three annual Observation Dates if the Index closes at or above the 2,263.410 Starting Value (100% of the initial level).
Call mechanics & cash flows: Investors receive the stated Call Amount instead of ongoing coupons. If called, payouts are $11.168 (鈻�11.68%), $12.336 (鈻�23.36%) or $13.504 (鈻�35.04%) per unit for the first, second, or final Observation Date, respectively. If not called, the Redemption Amount equals $10 minus 1-to-1 downside exposure whenever the Ending Value is below the Threshold Value, which is set equal to the Starting Value鈥攑lacing 100% of principal at risk if the Index falls over the life of the note.
Economic considerations: 鈥� Public offering price: $10.00; underwriting discount: $0.20; hedging-related charge: $0.05.
鈥� Aggregate proceeds to TD (before expenses): $21.23 million.
鈥� Initial estimated value: $9.722, reflecting TD鈥檚 internal funding rate and embedded fees, and therefore 2.78% below issue price.
鈥� Payments depend on TD鈥檚 credit; the notes are not FDIC/CDIC insured and will not be listed on an exchange, implying limited secondary-market liquidity.
Key risks disclosed: (1) full downside participation below the Threshold; (2) capped upside via Call Premiums; (3) valuation/secondary price expected to be below issue price; (4) small-cap index volatility; (5) potential conflicts of interest among TD, BofA Securities (calculation agent & hedging counterparty) and selling group members; (6) uncertain U.S./Canadian tax treatment; and (7) no guaranteed market making.
Investor profile: Suitable only for investors who expect the Russell 2000 to remain flat or rise on at least one Observation Date, and who can tolerate credit risk, principal loss, and illiquidity in exchange for a defined, but capped, return of up to 35.04%.
Offering overview: The Toronto-Dominion Bank (TD) is issuing $1.751 million principal amount of senior unsecured Callable Contingent Interest Barrier Notes maturing 16 January 2030 (鈮� 4.5 years). The notes are linked to the worst performer among three equity benchmarks: the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and VanEck Semiconductor ETF (SMH).
Income mechanics: Investors receive a contingent coupon of ~15.40 % p.a. (鈮� 1.283 % per month) only if, on each monthly observation date, the closing value of every reference asset is at least 75 % of its initial level (the 鈥淐ontingent Interest Barrier鈥�). Miss the barrier on any observation date and that month鈥檚 coupon is forfeited; missed coupons are not recaptured.
Issuer call: Starting with the sixth coupon date (month 6) TD may redeem the notes monthly at par plus any due coupon. Early redemption terminates future coupon potential and introduces reinvestment risk.
Principal repayment: If the notes are not called, maturity payment depends on the worst (least-performing) asset on the final valuation date (11 January 2030):
- If all three assets finish 鈮� 60 % of their respective initial values (the 鈥淏arrier鈥�), principal is repaid in full.
- If any asset finishes < 60 %, repayment equals $1,000 plus $1,000 脳 (percentage change of the worst asset). A 50 % decline in the worst asset therefore produces a 50 % loss of principal; a decline 鈮� 100 % eradicates principal.
Key initial reference levels: NDX 22,780.60; RTY 2,234.827; SMH $287.49. Coupon barriers are 75 % of these levels; principal barriers are 60 %.
Pricing & distribution: Public price $1,000 per note; underwriting discount $2.50; proceeds to TD $997.50. Estimated value at pricing was $961.30, $38.70 below the public price, reflecting structuring and hedging costs. TD Securities (USA) LLC will receive the full selling commission (0.25 %) and pay an additional $2.50 per note marketing fee to an unaffiliated dealer.
Risk highlights: 1) No principal guarantee; losses track the full downside of the worst asset below the 60 % barrier. 2) Coupons are contingent; long periods without income are possible. 3) Reference-asset correlation risk: adding three uncorrelated benchmarks increases the probability that at least one breaches a barrier. 4) Illiquidity: the notes will not be listed and market-making is discretionary; investors may face wide bid/ask spreads. 5) Credit exposure: payments depend on TD鈥檚 ability to perform. 6) Tax treatment is uncertain; TD assumes prepaid derivative taxation but alternative characterisations are possible.
Investor profile: Suitable only for investors who (i) have a bullish-to-sideways view on all three reference assets over the term, (ii) can tolerate full principal loss, (iii) understand structured-product, equity-market and credit risks, and (iv) do not require guaranteed income or liquidity.
Thrivent Financial for Lutherans has filed Amendment No. 5 to its Schedule 13G disclosing current ownership in John B. Sanfilippo & Son Inc. (JBSS) as of 31 March 2025.
Key details:
- Total beneficial ownership: 964,671 common shares.
- Ownership percentage: 10.7 % of the 9,040,641 shares outstanding (per JBSS 10-Q filed 29 Jan 2025).
- Sole voting / dispositive power: 5,123 shares (held in the Thrivent Financial Defined Benefit Plan Trust).
- Shared voting / dispositive power: 959,548 shares held by registered investment companies advised by Thrivent and its wholly-owned subsidiary, Thrivent Asset Management.
- Purpose of amendment: Corrects previously misstated percentages caused by a system error in identifying total shares outstanding across equity classes.
- Thrivent certifies the stake is held in the ordinary course of business and not to influence control of JBSS.
- Crossing the 10 % threshold classifies Thrivent as a 鈥�10 % beneficial owner.鈥� This may trigger additional Section 16 reporting obligations.
No new purchase data are provided; the change reflects data correction rather than incremental share accumulation.
Toronto-Dominion Bank (TD) is marketing US$1 million of 5-year, senior unsecured Callable Contingent Interest Barrier Notes linked to the least-performing of the Dow Jones Industrial Average, Nasdaq-100 and Russell 2000 indices. The notes pay a contingent coupon of ~10.55% p.a., calculated and paid monthly (鈮�0.8792% per period) only when all three indices close at or above 75% of their respective initial levels on the relevant observation date.
Principal repayment is conditional. If the notes are not called and any index finishes below the 60% barrier on the final valuation date (11 Jul 2030), repayment is reduced dollar-for-dollar with the worst performer, exposing investors to up to 100% capital loss.
TD may exercise an issuer call on any monthly payment date beginning with the third coupon period (Oct 2025). Called notes return par plus any accrued coupon, creating reinvestment risk for holders when market rates are low.
Issue economics: public offer price US$1,000; underwriting discount up to US$6.50 (0.65%); estimated issue value US$978.10 (reflecting TD鈥檚 internal funding rate). The notes will not be listed; secondary liquidity is expected to be limited and at prices below the offer price.
Risk highlights: 鈥� market risk on three equity indices without diversification benefits (least-performing structure)
鈥� coupon deferral/omission if any index breaches the 75% trigger
鈥� potential total loss of principal below the 60% barrier
鈥� TD credit risk; senior unsecured obligations rank pari-passu with other TD senior debt
鈥� tax treatment uncertain; TD and counsel intend to treat the notes as prepaid derivatives, with coupon taxed as ordinary income.
The product targets yield-seeking investors willing to assume multi-index equity downside and call risk in exchange for above-market contingent income.
The Toronto-Dominion Bank (TD) is issuing US$1.751 million of senior unsecured Callable Contingent Interest Barrier Notes (Series H) due 16 July 2030. The 5-year securities are linked to the least-performing of three U.S. equity benchmarks: the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and S&P 500 (SPX).
Coupon mechanics. Investors receive a quarterly contingent coupon of 8.85% p.a. (鈮�2.2125% per quarter) only when, on the relevant observation date, the closing level of each index is at least 70 % of its initial level (the 鈥淐ontingent Interest Barrier鈥�). Miss one index and the coupon for that quarter is lost; unpaid interest does not accrue.
Call feature. TD may redeem the notes in full, at par plus any due coupon, on any quarterly payment date starting with the second one (鈮�6 months after issuance) on three business-days鈥� notice. After a call, no further payments are made.
Maturity payoff. If the notes are not called: 鈥� full principal is returned if all indices are 鈮�60 % of their initial level on the final valuation date; 鈥� if any index is <60 %, repayment equals $1,000 + ($1,000 脳 Least-Performing % Change), resulting in a 1 % loss of principal for every 1 % index decline below its initial level, down to total loss.
Key terms.
- Issue price: $1,000; estimated value: $978.70 (reflects internal funding rate and fees).
- Underwriting discount: 鈮�$2.6927 per note; TDS commission up to $7.00; additional $4.50 marketing fee on most of the issue.
- Minimum investment: $1,000; CUSIP 89115HJY4.
- Product not listed; secondary liquidity dependent on dealer market-making.
- Unsecured obligations; subject to TD credit risk; not CDIC/FDIC insured.
Risk highlights. Investors face (1) full downside exposure below the 60 % barrier, (2) zero-coupon quarters if any index breaches 70 %, (3) reinvestment and price risk if TD calls early (likely in favourable markets), (4) valuation and liquidity discounts versus issue price, and (5) complex U.S./Canadian tax treatment.
Proceeds are general corporate funds. No financial results were disclosed; therefore, the note launch has limited balance-sheet impact for TD but presents material structure-specific risks to purchasers.
The Toronto-Dominion Bank (TD) is offering $615,000 aggregate principal amount of five-year, senior unsecured 鈥淐allable Contingent Interest Barrier Notes鈥� linked to the least-performing of three U.S. equity indices 鈥� the Dow Jones Industrial Average (INDU), Russell 2000 (RTY) and S&P 500 (SPX). The notes are issued under TD鈥檚 shelf registration (No. 333-283969) and this document is the definitive pricing supplement dated 11 July 2025.
Key economic terms
- Principal Amount: $1,000 per note; minimum trade $1,000.
- Term: Approximately 5 years, maturing 16 July 2030, unless called earlier.
- Contingent Interest: Monthly coupons at an annualized ~7.00% ($5.833 per $1,000) paid only if, on the relevant observation date, all three reference indices close at or above their Contingent Interest Barrier (53.50 % of initial level).
- Barriers: Both the Contingent Interest Barrier and the principal Barrier are set at 53.50 % of each index鈥檚 initial value (INDU 23,738.7579; RTY 1,195.6324; SPX 3,348.9663).
- Issuer Call: TD may redeem the notes in whole on any monthly payment date starting with the 12th coupon date (鈮� one year after issue) on three business-days鈥� notice. If called, investors receive par plus any due coupon; no further payments.
- Payment at Maturity (if not called): 鈥� If the final level of each index 鈮� its Barrier: return of principal plus any due coupon.
鈥� If any index final level < its Barrier: repayment equals $1,000 脳 (1 + Least-Performing % Change); investors lose 1 % of principal for every 1 % decline in the worst-performing index, up to 100 % loss. - Pricing/fees: Public offering price $1,000; underwriting discount $7.50 (0.75 %); estimated value on the pricing date $975.60 (reflects TD internal funding rate and hedging costs).
- Credit: Senior unsecured obligation of TD; not FDIC/Canada Deposit Insurance Corp-insured.
- Liquidity: No exchange listing; secondary market, if any, will be made by TD Securities (USA) LLC but is not guaranteed.
Investor considerations & risks
- The structure offers enhanced coupon potential (7 % p.a.) but no guaranteed income; coupons cease whenever any index breaches its monthly barrier.
- Principal is at risk below a 46.5 % decline in any index at final valuation; diversification benefit is limited because performance is driven by the worst index.
- Issuer call exposes holders to reinvestment risk, especially in lower-rate environments.
- Estimated value is 2.44 % below issue price; secondary bids likely below both issue price and estimated value.
- Tax treatment: Notes treated as prepaid derivative contracts; contingent interest taxable as ordinary income. Non-U.S. investors discouraged.
The $615,000 face amount is immaterial to TD鈥檚 balance sheet; significance is limited to prospective note purchasers considering the trade-off between a 7 % conditional yield and meaningful downside and credit risks.