UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☒ | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2025; or |
☐ | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Commission file number: 1-14446
TD 401(k) Retirement Plan
c/o TD Bank US Holding Company
2211 Congress St, Suite 180
Portland, ME 04102
(Full title of the plan)
(Name of issuer of the securities held pursuant to the plan)
P.O. BOX 1
TORONTO-DOMINION CENTRE
KING STREET WEST AND BAY STREET
TORONTO, ONTARIO M5K1A2
CANADA
(Address of principal executive offices)
TD 401(k) Retirement Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2025 and 2024
Contents
3 | |
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Audited Financial Statements | |
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4 | |
5 | |
6 | |
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Supplemental Schedule | |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | 13 |
14 | |
15 |
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of TD 401(k) Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of TD 401(k) Retirement Plan (the Plan) as of December 31, 2025 and 2024, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the "supplemental schedule"), has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The information in the supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan's auditor since 2008.
New York, New York
June 23, 2026
Page 3 of 15
TD 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, | ||||||
| 2025 | | 2024 | |||
Assets | ||||||
Noninterest-bearing cash | $ | | $ | | ||
Investments, at fair value (see Note 6) |
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Total investments |
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Notes receivable from participants |
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Employer core contributions receivable |
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Employer matching contributions receivable |
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Total receivables |
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Net assets available for benefits | $ | | $ | | ||
See accompanying notes.
Page 4 of 15
TD 401(k) Retirement Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, | ||||||
| 2025 | | 2024 | |||
Additions: | | | ||||
Additions to net assets attributed to: |
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Interest and dividends | $ | | $ | | ||
Net appreciation in fair value of investments |
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Net investment income |
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Contributions: |
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Participant |
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Employer |
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Rollovers |
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Total contributions |
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Transfer from merged employee benefit plans |
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Other adjustments (Note 1) |
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Total additions, net |
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Deductions: |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net increase in net assets available for benefits |
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Net assets available for benefits: |
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Beginning of year |
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End of year | $ | | $ | | ||
See accompanying notes.
Page 5 of 15
1. DESCRIPTION OF THE PLAN
The TD 401(k) Retirement Plan (the “Plan”) is a defined contribution plan sponsored by TD Bank U.S. Holding Company (the “Company”), an indirect wholly-owned subsidiary of The Toronto-Dominion Bank. The following provides only general information about the Plan. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. Capitalized terms used herein but not defined shall have the meaning attributed to them in the Plan document.
General
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan was amended effective January 1, 2024 to reflect the effect of the acquisition of Cowen Inc (“Cowen”). The acquisition of Cowen Inc. by The Toronto-Dominion Bank was completed March 1, 2023. The Cowen 401(k) Plan merged into the TD 401(k) Retirement Plan on January 1, 2024. The total assets transitioned were $
Plan Administration
The Plan is administered by the U.S. Retirement Committee (the “Plan Administrator”) as delegated by the Human Resources Committee of The Toronto-Dominion Bank Board of Directors. The Plan Administrator has delegated the record-keeping, trustee and custodial responsibilities of the Plan to T. Rowe Price (the “Trustee”).
Contributions
Participants may contribute to the Plan up to
Participants are eligible for employer matching contributions on the first of the month following (or coincident with) completion of months of service with the Company or an affiliate. The employer match was designed to meet the standards for safe harbor treatment as defined by the Code. The Plan matches for the Plan Year at the rate of one dollar ($
Page 6 of 15
1. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan also includes an employer core contribution for all eligible employees. To be eligible for a core contribution, an employee must first complete a year of service with the Company or an affiliate and be at least
Core Contribution |
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(Percentage of |
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Eligible |
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Years of Age +Years of Service | | Compensation) |
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Less than 35 |
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35 – 44 |
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45 – 54 |
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55 – 64 |
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65 – 69 |
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70 or more |
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The core contributions for 2025 and 2024 were $
Participant Accounts
Each participant’s account reflects the participant’s contributions, rollover, and Company contributions as well as earnings or losses on those contributions. Participant accounts are reduced by withdrawals and any applicable direct expenses.
Vesting
Participant contributions, any safe harbor employer matching contributions, and any earnings thereon are immediately vested.
Participants whose employment is terminated for any reason other than death or becoming disabled prior to reaching Normal Retirement Age, as defined by the Plan, shall have a non-forfeitable interest in the value of their core contributions, and any earnings thereon, in accordance with the following schedule:
Vested |
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Years of Vesting Service (as defined by the Plan) | | Percentage |
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Less than three years | | % | |
Three or more years |
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Notwithstanding the foregoing, any prior Plan balances from merged plans shall continue to vest in accordance with their respective vesting schedules.
Page 7 of 15
1. DESCRIPTION OF THE PLAN (CONTINUED)
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred.
Participants may borrow from their accounts, excluding balances related to core contributions. The minimum amount that a participant may borrow is $
Benefits
Participants may elect, at any time, to withdraw all or a portion of their account related to a rollover contribution, including earnings on those contributions. After attaining age ½, participants may withdraw all or part of their total account balance. In the event of a qualifying hardship, participants may withdraw their participant contributions, rollover contributions, certain balances from prior plans (as further defined in the Plan document), and related earnings.
Upon termination of employment, participants can elect to take a lump sum distribution or leave their account balance in the Plan. If the participant’s vested account balance is less than $
Participant Investment Options
Each participant has the option of allocating employee and employer contributions into various investment options offered by the Plan. Investment options include mutual funds, common collective trust funds, and common shares of The Toronto-Dominion Bank. A participant’s investment direction with respect to future contributions and the reinvestment of all or a portion of their account is subject to a
Forfeitures
Amounts in which the participant does not have a vested interest shall be forfeited by the participant after
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1. DESCRIPTION OF THE PLAN (CONTINUED)
Voting Rights
Each participant is entitled to exercise voting rights attributable to The Toronto-Dominion Bank common shares allocated to his or her account and is notified by the transfer agent prior to the time that such rights are to be exercised. The Trustee is permitted to vote in the best interest of Plan participants’ shares for which instructions have not been given by a participant.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented on the accrual basis of accounting.
Management Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of non-performance.
Mutual funds are valued based on the daily closing price reported by the fund and common collective trusts are valued based on net asset value (“NAV”) as a practical expedient that is based on the underlying investments of the fund. See Note 6 for further discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded as of the ex-dividend date. Net appreciation includes the Plan’s gains on investments bought and sold as well as held during the year.
Payment of Benefits
Benefit payments to participants are recorded when paid.
Administrative Expense
In accordance with the Plan provisions, all eligible administrative expenses may be paid by the Plan unless paid by the Company. Administrative expenses amounting to $
Page 9 of 15
3. ACCOUNTING CHANGES
There were no recent accounting pronouncements adopted for the Plan in the current year, nor are there any recent accounting pronouncements being evaluated for adoption by the Plan in future years.
4. FEDERAL INCOME TAX STATUS
The Plan
U.S. GAAP requires Plan Management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
5. ADMINISTRATION OF PLAN ASSETS
The Plan’s assets, which include a company stock fund (that holds The Toronto-Dominion Bank common shares), are held by the Trustee of the Plan. T. Rowe Price serves as the recordkeeper and Trustee for the Plan. T. Rowe Price serves as a directed Trustee who will act based on direction of the Plan Administrator or participants, as appropriate. Company contributions are held by the Trustee, who invests contributions received, reinvests interest and dividend income, and processes distributions to participants. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan.
6. FAIR VALUE MEASUREMENTS
U.S. GAAP establishes a three-level fair value hierarchy based on the nature of data inputs for fair value disclosure. This hierarchy requires maximum use of observable inputs, and minimum use of unobservable inputs when measuring fair value. These levels are as follows:
Level 1 | Quoted market prices in active markets that the Plan has access to for identical assets and liabilities. Level 1 instruments include equity securities and mutual funds that are traded in an active exchange market. |
Level 2 | Observable inputs other than Level 1 prices, such as quoted market prices for similar (but not identical) assets or liabilities in active markets, quoted market prices for identical assets or liabilities in markets that are not active and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Level 3 | Fair value is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Page 10 of 15
6. FAIR VALUE MEASUREMENTS (CONTINUED)
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 as compared to those used at December 31, 2024.
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities Exchange Commission. These funds are required to publish their daily NAV and transact at that price. Mutual funds held by the Plan are deemed to be actively traded.
Common Collective Trusts: Reported by the issuer at fair value based on the value of the underlying investments divided by the number of units outstanding, less liabilities, to arrive at NAV per unit. NAV is used as a fair value practical expedient. There are no restrictions on redemptions from the collective trusts.
The methods described above may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Noninterest-bearing cash and contribution receivables reported in the Statements of Net Assets Available for Benefits are presented at carrying amounts which approximate fair values.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2025 and 2024. There were no changes between levels for the years ended December 31, 2025 and 2024:
Assets at Fair Value as of December 31, 2025 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Mutual Funds | $ | | $ | — | $ | — | $ | | ||||
Common Stock |
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Total assets in fair value hierarchy | $ | | $ | — | $ | — | $ | | ||||
Investments measured at net asset value – Common Collective Trust |
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Total investments at fair value |
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Assets at Fair Value as of December 31, 2024 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Mutual Funds | $ | | $ | — |
| $ | — | $ | | |||
Common Stock |
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Total assets in fair value hierarchy | $ | | $ | — |
| $ | — | $ | | |||
Investments measured at net asset value – Common Collective Trust |
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Total investments at fair value |
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7. RELATED-PARTY TRANSACTIONS
The Plan owned
8. RISKS AND UNCERTAINTIES
The Plan and its participants invest in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, liquidity, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is probable that changes in the value of investment securities will occur in the near term and such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
9. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA, as amended. Upon discontinuance or termination, forfeitures shall be allocated to the accounts of participants on such date. In the event the Plan terminates, participants will become
10. SUBSEQUENT EVENT
The Plan has evaluated the impact of events that have occurred subsequent to December 31, 2025 through June 23, 2026, the date the financial statements were issued. Based on this evaluation, the Plan has determined that there were no events that were required to be recorded or disclosed in the financial statements.
Page 12 of 15
Supplemental Schedule
TD 401(k) Retirement Plan
Plan No.
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2025
Party in | Number of Shares/Units | Current | |||||
Interest | | Identity of Issue | | Description/Asset | | Value | |
Cash and Cash Equivalents: | |||||||
CASH AND CASH EQUIVALENTS | $ | ||||||
Mutual Funds: |
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Common Stock: |
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Common Trust Funds: |
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* Notes receivable from participants | Loans granted to Plan Participants varying maturities, interest rates from | | |||||
| Total Investments and Loans |
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* | Denotes party in interest |
Note: Cost information has not been included because all investments are participant directed.
Page 13 of 15
Exhibit
Exhibit | | Description |
23.1 |
| Consent of Independent Registered Public Accounting Firm (filed herewith) |
Page 14 of 15
Signature
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
| TD 401(K) RETIREMENT PLAN | ||
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| By: | /s/ LISA KINSEY | |
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| Lisa Kinsey | |
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| Plan Administrator | |
Date: June 23, 2026
Page 15 of 15