40f20251031

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

40-F

[Check one]

☐

REGISTRATION

STATEMENT

PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT

TO SECTION 13(a) OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

October 31, 2025

Commission File Number

1-14446

THE

TORONTO-DOMINION BANK

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)

6029

(Primary Standard Industrial Classification Code Number (if applicable))

13-5640479

(I.R.S. Employer Identification Number (if applicable))

c/o General Counsel’s Office

P.O. Box 1

Toronto-Dominion Centre

Toronto

Ontario

M5K 1A2

(

416

)

944-6367

(Address and telephone number of Registrant’s

principal executive offices)

Glenn Gibson

, The Toronto-Dominion

Bank

One Vanderbilt Avenue

New York

10017

(

212

)

827-7000

(Name, address (including zip code) and telephone number (including

area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of

the Act.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Shares

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of

the Act.

Not Applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of

the Act.

Not Applicable

(Title of Class)

For annual reports, indicate by check mark the information filed with this form:

☒

Annual information form

☒

Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital

or common stock as of the close of the period

covered by the annual report.

Common Shares

1,689,495,505

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 1

(Non-Viability Contingent Capital)

20,000,000

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 16

(Non-Viability Contingent Capital)

14,000,000

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 18

(Non-Viability Contingent Capital)

14,000,000

Class A First Preferred Shares, Series 26

1,750,000

(Non-Viability Contingent Capital)*

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 27

850,000

Non-Cumulative 5-Year

Rate Reset Preferred Shares, Series 28

800,000

Class A First Preferred Shares, Series 29

(Non-Viability Contingent Capital)*

1,500,000

Class A First Preferred Shares, Series 30

(Non-Viability Contingent Capital)*

1,750,000

Class A First Preferred Shares, Series 31

(Non-Viability Contingent Capital)*

750,000

Class A First Preferred Shares, Series 32

(Non-Viability Contingent Capital)*

750,000

Class A First Preferred Shares, Series 33

(Non-Viability Contingent Capital)*

750,000

*In connection with the issuance of: (i) Limited Recourse Capital

Notes NVCC, Series 1, the Registrant issued CAD$1,750

million of

Class A

First Preferred

Shares, Series

26 (Series

26 Preferred

Shares) at

a price

of CAD$1,000

per Series

Preferred Share; (ii) Limited Recourse Capital Notes NVCC, Series 2, the Registrant issued CAD$1,500 million of

Class A

First Preferred Shares,

Series 29 (Series

29 Preferred Shares)

at a price of

CAD$1,000 per Series

29 Preferred Share;

(iii)

Limited

Recourse

Capital

Notes

NVCC,

Series

the

Registrant

issued

USD$1,750

million

Class

First

Preferred

Shares, Series

30 (Series

30 Preferred

Shares) at

a price

of USD$1,000

per Series

30 Preferred

Share; and

(iv) Limited

Recourse Capital Notes NVCC,

Series 4, the Registrant

issued USD$750 million

of Class A First Preferred

Shares, Series

31 (Series

31 Preferred

Shares) at

a price

of USD$1,000

per Series

31 Preferred

Share. The

Series 26

Preferred

Shares,

Series 29

Preferred Shares,

Series 30 Preferred

Shares and Series

31 Preferred

Shares were

issued to

a trust to

be held as

limited recourse trust

assets in

connection with the

Limited Recourse Capital

Note structure.

The Series

26 Preferred Shares,

Series 29 Preferred Shares,

Series 30 Preferred Shares,

Series 31 Preferred Shares,

Series 32, and Series 33

are eliminated

on the Registrant's consolidated financial statements.

Indicate by check mark

whether the Registrant (1)

has filed all reports

required to be filed by

Section 13 or 15(d)

of the Exchange Act

during the preceding 12 months (or for such shorter period that the Registrant was

required to file such reports) and (2) has been subject

to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the Registrant has submitted electronically

every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the

Registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the Registrant is an emerging

growth company, as defined in

Rule 12b-2 of the Exchange Act.

Emerging growth company

☐

If an emerging growth company that prepares its financial statements

in accordance with U.S. GAAP,

indicate by check mark if the

registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards†

provided pursuant to Section 13(a) of the Exchange Act.

☐

† The term "new or revised financial accounting standard" refers to any update

issued by the Financial Accounting Standards Board to

its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the Registrant has filed a report on and attestation to

its management's assessment of the effectiveness

of its internal control over financial reporting under Section 404(b)

of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered

public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by

check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously

issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements

that required a recovery analysis of incentive-based

compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

☐

Auditor Name:

Ernst & Young LLP

Auditor Location:

Toronto, Canada

Auditor Firm ID:

1263

Disclosure Controls and Procedures

The disclosure provided under the heading

Accounting Standards and Policies – Controls

and Procedures

– Disclosure Controls and

Procedures

included in Exhibit 99.2:

Management’s Discussion and Analysis

is incorporated by reference herein.

Management’s Annual Report on Internal

Control Over Financial Reporting

The disclosure provided under the heading

Accounting Standards and Policies – Controls

and Procedures

- Management’s

Report on

Internal Control Over Financial Reporting

included in Exhibit 99.2:

Management’s Discussion and Analysis

is incorporated by

reference herein.

Attestation Report of the Registered Public Accounting Firm

The disclosure provided under the heading

Report of Independent Registered Public Accounting

Firm To the

Shareholders and the

Board of Directors of

The Toronto

-Dominion Bank – Opinion on Internal Control

over Financial Reporting

included in Exhibit 99.3:

2025 Annual Financial Statements is incorporated by reference herein.

Changes in Internal Control Over Financial Reporting

The disclosure provided under the heading

Accounting Standards and Policies – Controls

and Procedures

- Changes in Internal

Control Over Financial Reporting

included in Exhibit 99.2:

Management’s Discussion and Analysis

is incorporated by reference

herein.

Audit Committee Financial Expert

The disclosure provided under the heading

Directors and Executive Officers - Audit Committee

included in Exhibit 99.1:

Annual

Information Form dated December 3, 2025 is incorporated by reference

herein.

Code of Ethics

The Registrant has adopted the

Code of Conduct and Ethics for Employees and Directors

(the “Code”) as its code of ethics applicable

to all its employees and directors, including the Registrant’s

Group President and Chief Executive Officer,

Group Head and Chief

Financial Officer, and Senior

Vice President, Finance, Controller

and Chief Accountant.

The Registrant posts the Code on its website

www.td.com

and also undertakes to provide a copy of the Code to any person without charge

upon request.

Such request may be

made by mail, telephone or e-mail to:

The Toronto-Dominion

Bank

TD Shareholder Relations

P.O.

Box 1, Toronto-Dominion

Centre

Toronto, Ontario,

Canada

M5K 1A2

Telephone:

1-866-756-8936

E-mail:

tdshinfo@td.com

On March 4, 2025, an amended version of the Code was filed with the SEC on Form 6-K

and made available on the Registrant’s

website.

The key amendments made to the Code at that time included: (a) Applying

the Code, Step 4, Evaluate the options and make a

decision: Added the concept of considering the expectations of the general

public when assessing a difficult decision; (b) 2.

Demonstrating Personal Integrity,

A. Criminal Charges and Regulatory Investigations: The obligation

for employees to provide notice

to TD of any criminal charges has been expanded to include notice

of any adverse regulatory findings or disciplinary action; (c)

Applying the Code, 2. Demonstrating Personal Integrity,

B. Gifts and Entertainment and F.

Irregular Business Conduct, Bribery and

Corruption: Various

amendments were made to clarify and emphasize the prohibition against accepting, offering

or giving any form of

money or cash equivalents including stored value cards, gift cards, gift

certificates, gift vouchers or coupons with a cash face value;

(d) 2. Demonstrating Personal Integrity,

F Irregular Business Conduct, Anti-Competitive Behaviour: Amended

to include a prohibition

against "recommending" the purchase or sale of a security based on material, non

-public information about the relevant entity; and (e)

6. Work

Environment, A. Appearance and Courtesy: Amendments were made prohibiting employees

from wearing clothing or

accessories with partisan political slogans, statements or images that contribute

to the perception that those views represent TD, which

brings the Code in line with the dress code obligations already found in core business

policies.

No waivers from the provisions of the Code were granted in the fiscal year ended

October 31, 2025 to the Registrant’s

Group

President and Chief Executive Officer,

Group Head and Chief Financial Officer,

and Senior Vice President, Finance,

Controller and

Chief Accountant.

Principal Accountant Fees and Services

The disclosure regarding Audit Fees, Audit-Related Fees, Tax

Fees and All Other Fees provided under the heading

Directors and

Executive Officers - Pre-Approval

Policies and Shareholders’ Auditor Service Fees

included in Exhibit 99.1:

Annual Information

Form dated December 3, 2025 is incorporated by reference herein.

Pre-Approval

Policy for Audit and Non-Audit Services

The disclosure provided under the heading

Directors and Executive Officers - Pre-Approval

Policies and Shareholders’ Auditor

Service Fees

included in Exhibit 99.1:

Annual Information Form dated December 3, 2025 is incorporated by reference

herein.

During the fiscal year ended October 31, 2025, the waiver of pre-approval

provisions set forth in the applicable rules of the SEC were

not utilized for any services related to Audit-Related Fees, Tax

Fees or All Other Fees and the Audit Committee did not approve any

such fees subject to the waiver of pre-approval provisions.

Hours Expended on Audit Attributed to Persons Other than the Principal

Accountant’s

Employees

Not Applicable

Off-balance Sheet Arrangements

The disclosure provided under the heading

Group Financial Condition – Securitization and Off-Balance

Sheet Arrangements

included

in Exhibit 99.2:

Management’s Discussion and Analysis is incorporated

by reference herein.

Contractual and Other Obligations

The disclosure provided in Table

58:

Remaining Contractual Maturity

included in Exhibit 99.2: Management's Discussion and

Analysis is incorporated by reference herein.

Identification of the Audit Committee

The disclosure provided under the heading

Directors and Executive Officers - Audit Committee

included in Exhibit 99.1:

Annual

Information Form dated December 3, 2025 identifying the Registrant’s

Audit Committee is incorporated by reference herein.

Mine Safety Disclosure

Not Applicable

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Not Applicable

Recovery of Erroneously Awarded

Compensation.

Not Applicable

Undertaking

Registrant undertakes to make available, in person or by telephone, representatives

to respond to inquiries made by the Commission

staff, and to furnish promptly,

when requested to do so by the Commission staff, information relating

to: the securities registered

pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report

on Form 40-F arises; or transactions in

said securities.

Comparison of New York

Stock Exchange Corporate Governance Rules

A comparison of NYSE Corporate Governance Rules required to be followed

by U.S. Domestic Issuers under the NYSE's listing

standards and the Corporate Governance practices of The Toronto

-Dominion Bank (disclosure required by section 303A.11

of the

NYSE Listed Company Manual) is available on the Corporate Governance

section of the Registrant’s website at

https://www.td.com/ca/en/about

-td/corporate-profile/corporate-governance

Disclosure Pursuant to Section 13(r) of the Securities Exchange

Act of 1934

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights

Act of 2012 (Section 219), which added Section 13(r)

to the Securities Exchange Act of 1934, as amended, the Bank is required to disclose whether

it or any of its affiliates have knowingly

engaged in certain specified activity related to Iran or with certain other persons

that are the subject of U.S. sanctions laws. During the

fiscal year ending on October 31, 2025, the Bank identified three matters pursuant

to Section 219.

The Bank identified a personal account opened in Canada with an initial deposit of CAD 3,000.00

for an individual designated by the

U.S. Department of the Treasury’s

Office of Foreign Assets Control pursuant to Executive Order

13224. The Bank froze the account

as well as filed a disclosure with the local competent authority pursuant to the Canadian

Criminal Code, due to the identified

connection of the individual with a Canada-listed terrorist organization.

No other transactions were conducted on the account.

The Bank identified a banking relationship with a separate individual

designated by the U.S. Department of the Treasury's Office

Foreign Assets Control pursuant to Executive Order 13224.

The banking relationship consisted of a credit card account that had been

closed earlier in the fiscal year and an inactive personal account held in Canada.

The Bank froze the personal account as well as filed

a disclosure with the local competent authority pursuant to the Canadian

Criminal Code, due to the identified connection of the

individual with a Canada-listed terrorist organization.

No other transactions were conducted via the account.

The Bank identified a banking relationship with an individual designated by the

U.S. Department of the Treasury's Office

of Foreign

Assets Control as subject to secondary sanctions pursuant to Executive

Order 13902.

This individual was designated due to acting as

a facilitator of financial activities on behalf of the Iranian government.

The banking relationship consisted of two personal accounts

held in Canada, both with minimal activity.

The Bank ended its relationship with this individual.

The Bank’s gross revenue

and net profit attributable to these three relationships was de minimis and not material to

the Bank’s

business. The Bank does not intend to engage in further activity with respect to these

relationships.

Signatures

Pursuant to the requirements

of the Exchange

Act, the Registrant certifies

that it meets all

of the requirements

for filing on Form

40-F

and has duly caused this annual report to be signed on its behalf by the undersigned,

thereto duly authorized.

Registrant:

THE TORONTO-DOMINION BANK

By:

/s/ Kelvin Tran

Name:

Kelvin Tran

Title:

Group Head and Chief Financial Officer

Date:

December 4, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

ANNUAL REPORT PURSUANT TO

SECTION 13(a) or 15(d) OF

THE SECURITIES EXCHANGE ACT OF

1934

________________________________

THE TORONTO-DOMINION BANK

________________________________

EXHIBITS

________________________________

INDEX TO EXHIBITS

No.

Exhibits

Incentive Compensation Clawback Policy Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the Form

40-F filed with the SEC on December 6, 2024)

99.1

Annual Information Form dated December 3, 2025

99.2

2025 Management’s Discussion and Analysis

99.3

2025 Annual Financial Statements

99.4

Industry Guide 3 – Return on Assets and Equity to Assets Ratios

99.5

Code of Ethics (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC on March 4, 2025)

99.6

Consent of Independent Registered Public Accounting Firm

99.7

Certification Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002

99.8

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002

101

The following financial information from

The Toronto-Dominion Bank's Annual Report on Form 40-F

for the year ended October 31,

2025 formatted in Inline XBRL: (i) Consolidated

Balance Sheet as at October 31, 2025 and

2024; (ii) Consolidated Statements of Income,

Comprehensive Income, Changes in Equity, and Cash Flows

for each of the two years ended October

31, 2025; and (iii) Notes to

Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)