Toronto Dominion Bank : Underwriting Agreement Form 6 K

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 2024.

Commission File Number: 001-14446

The Toronto-Dominion Bank

(Translation of registrant's name into English)

c/o General Counsel's Office

P.O. Box 1, Toronto Dominion Centre,

Toronto, Ontario, M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐   Form40-F ☑

This Form 6-K is incorporated by reference into all outstanding Registration Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.

EXHIBIT INDEX

Exhibit		Description
1.1		Underwriting Agreement, dated as of June 24, 2024, between the Bank and TD Securities (USA) LLC.
4.1		Third Supplemental Indenture, dated as of July 3, 2024, to the Indenture, dated as of September 15, 2016, among the Bank, Computershare Trust Company, National Association and Computershare Trust Company of Canada.
5.1		Opinion of Simpson Thacher & Bartlett LLP, U.S. counsel for the Bank.
5.2		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Bank.
8.1		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Bank (included in Exhibit 5.2 above).
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1 above).
23.2		Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE TORONTO-DOMINION BANK
DATE: July 3, 2024			By:		/s/ Caroline Cook
		Name:		Caroline Cook
		Title:		Associate Vice President, Legal Treasury and Corporate Securities