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 $316 million and Cowen employees were eligible to participate in the Plan upon merger date. The Plan was amended in 2025 retroactively to reflect certain changes under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (i.e., the CARES Act). The Plan was restated generally effective January 1, 2025 to reflect certain legislative changes under the Setting Every Community Up for Retirement Enhancement Act of 2019 (i.e., SECURE Act) and the Setting Every Community Up for Retirement Enhancement 2.0 Act of 2022 (i.e., SECURE 2.0 Act), and other clarifying changes as identified in the “Contributions” section of this disclosure.

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 50% of their eligible compensation on a pre-tax basis, a Roth after-tax basis, or a combination of both. Eligible compensation considered for this purpose meets the standards defined by the Internal Revenue Code (the “Code”) for safe harbor plans and includes, but is not limited to, regular earnings, overtime pay, commissions, bonuses, and incentives. Participants may also roll over their account balances from a prior employer’s eligible employer plan (e.g., a 401(k) plan, profit sharing plan, or 403(b) tax sheltered annuity) or from a traditional individual retirement account or annuity.

Participants are eligible for employer matching contributions on the first of the month following (or coincident with) completion of twelve 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 ($1.00) for each one dollar ($1.00) of Salary Deferrals made on behalf of the Participant up to the first three percent (3%) of his or her Earnings while a Participant; plus fifty cents ($0.50) for each one dollar ($1.00) of Salary Deferrals made on his or her behalf in excess of the first three percent (3%) and not exceeding the first six percent (6%) of such Earnings while a Participant. Matching contributions for the years ended December 31, 2025 and 2024 totaled $120.3 million and $111.9 million, respectively. Participants’ contributions are subject to Code annual deferral limitation, which was $23,500 for 2025 and $23,000 for 2024. Catch-up contributions (within the meaning of Section 414(v) of the Code), in addition to contributions up to the annual deferral limitation, can also be made by participants who reach age 50 during the Plan year. Participants are only permitted to make catch-up contributions after they have already contributed the annual deferral limitation amount for the year. The regular catch-up contribution limit was $7,500 for the years ended December 31, 2025 and 2024, respectively. Beginning in 2025, as permitted under the SECURE 2.0 Act, participants between the ages of 60 and 63 are permitted to make “super” catch-up contributions. The super catch-up contribution limit was $11,250 for the year ended December 31, 2025.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 received a determination letter from the Internal Revenue Service (the “IRS”) dated October 27, 2014 stating that the Plan document (including the trust agreement) submitted for review is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. The Plan was most recently amended and restated effective January 1, 2025. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax-exempt. On December 19, 2025, the Company submitted an application to the IRS requesting a new determination letter with respect to 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:

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7. RELATED-PARTY TRANSACTIONS

The Plan owned 2,837,132 and 2,917,475 shares of common stock of The Toronto-Dominion Bank, valued at $267,257,794 and $155,326,392 at December 31, 2025 and 2024, respectively, from which the Plan received dividends of $8,633,099 and $9,076,320 for years ended December 31, 2025 and 2024, respectively. Certain Plan investments were managed and held in trust by T. Rowe Price during the years ended December 31, 2025 and 2024. Consequently, T. Rowe Price is a party-in-interest.

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 100% vested in their accounts.

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.