TD Bank Group Announces Intention to Purchase for Cancellation up to 61 Million of its Common Shares

Executive Summary

• TD Bank Group announced it will terminate its existing normal course issuer bid (NCIB) and launch a new NCIB to repurchase for cancellation up to $7 billion of common shares, not exceeding 61 million shares (≈3.63% of outstanding shares).
• The new NCIB will be filed with the TSX pending regulatory approvals and may be executed on Canadian or U.S. exchanges for up to one year after acceptance.
• As of Dec‑31‑2025, TD had already repurchased 76.58 million shares for approximately $7.53 billion under the prior NCIB.

Key Details

• Termination & New Launch: Existing NCIB (started Mar 3 2025, scheduled to end Feb 28 2026) will be terminated once $8 bn of shares have been repurchased; a new NCIB for up to $7 bn will then commence.
• Share Count & Percentage: Up to 61 million common shares, representing ≤ 3.63% of the 1,678,704,548 shares outstanding as of Dec 31 2025.
• Regulatory Conditions: Launch subject to approval by the Office of the Superintendent of Financial Institutions Canada and the Toronto Stock Exchange (TSX). TD will file a notice of intention with the TSO.
• Purchase Mechanics: Purchases may be made on the TSX, other Canadian designated exchanges, or U.S. exchanges (e.g., NYSE) in accordance with applicable securities laws. Purchase price will be the market price at time of acquisition or another price permitted by the TSX. All acquired shares will be cancelled.
• Prior Repurchases: 76,580,300 shares repurchased for ~ $7.53 bn under the existing NCIB as of Dec 31 2025.
• Capital Ratios (as of Oct 31 2025): CET1 14.70%, Tier 1 16.42%, Total Capital 18.36%, Leverage ratio 4.58%.

Notable Quotes

(No direct quotes were provided in the release.)