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Equity | 12 Months Ended
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Oct. 31, 2025
Equity Disclosure [Abstract] |
Equity | NOTE 19: EQUITY COMMON SHARES The Bank is authorized by its shareholders to issue an unlimited number of common shares, without par value, for unlimited consideration. The common shares are not redeemable or convertible. Dividends are typically declared by the Board of Directors of the Bank on a quarterly basis and the amount may vary from quarter to quarter. PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS Preferred Shares The Bank is authorized by its shareholders to issue, in one or more series, an unlimited number of Class A First Preferred Shares, without nominal or par value. Non-cumulative preferential dividends are payable either quarterly or semi-annually in accordance with applicable terms, as and when declared by the Board of Directors of the Bank. All preferred shares issued by the Bank currently include NVCC provisions, necessary for the preferred shares to qualify as regulatory capital under OSFI’s CAR guideline. NVCC provisions require the conversion of the impacted instruments into a variable number of common shares upon the occurrence of a Trigger Event. A Trigger Event is currently defined in the CAR Guideline as an event where OSFI determines that the Bank is, or is about to become, non-viable and that after conversion or write-off, as applicable, of all non-common capital instruments and consideration of any other relevant factors or circumstances, the viability of the Bank is expected to be restored, or where the Bank has accepted or agreed to accept a capital injection or equivalent support from a federal or provincial government of Canada without which the Bank would have been determined by OSFI to be non-viable. Limited Recourse Capital Notes The Bank has issued Limited Recourse Capital Notes (the “LRCNs”) with recourse limited to assets held in a trust consolidated by the Bank (the “Limited Recourse Trust”). The Limited Recourse Trust’s assets consist of Class A First Preferred Shares of the Bank, each series of which is issued concurrently with the LRCNs (the “LRCN Preferred Shares”). The LRCN Preferred Shares are eliminated on the Bank’s Consolidated Financial Statements. In the event of (i) non-payment of interest following any interest payment date, (ii) non-payment of the redemption price in case of a redemption of the LRCNs, (iii) non-payment of principal plus accrued and unpaid interest at the maturity of the LRCNs, (iv) an event of default on the LRCNs, or (v) a Trigger Event, the recourse of each LRCN holder will be limited to that holder’s pro rata share of the Limited Recourse Trust’s assets. The LRCNs, by virtue of the recourse to the LRCN Preferred Shares, include standard NVCC provisions necessary for them to qualify as Additional Tier 1 Capital under OSFI’s CAR guideline. NVCC provisions require the conversion of the instrument into a variable number of common shares upon the occurrence of a Trigger Event. In such an event, each LRCN Preferred Share will automatically and immediately be converted into a variable number of common shares which will be delivered to LRCN holders in satisfaction of the principal amount of, and accrued and unpaid interest on, the LRCNs. The number of common shares issued will be determined based on the conversion formula set out in the terms of the respective series of LRCN Preferred Shares. The LRCNs are compound instruments with both equity and liability features. Non-payment of interest and principal in cash does not constitute an event of default and will trigger the delivery of the LRCN Preferred Shares. The liability component has a nominal value and, therefore, the proceeds received upon issuance have been presented as equity, and any interest payments are accounted for as distributions on other equity instruments. Perpetual Subordinated Capital Notes The Bank has issued Perpetual Subordinated Capital Notes (“Perpetual Notes”). The Perpetual Notes have no scheduled maturity or redemption date. Interest payments are at the discretion of the Bank. The Perpetual Notes include standard NVCC provisions necessary for them to qualify as Additional Tier 1 Capital under OSFI’s CAR guideline. The Perpetual Notes are compound instruments with both equity and liability features. The liability component has a nominal value and, therefore, the proceeds received upon issuance have been presented as equity, and any interest payments are accounted for as distributions on other equity instruments. The following table summarizes the changes to the shares and other equity instruments issued and outstanding and treasury instruments held as at and for the years ended October 31, 2025 and October 31, 2024. Shares and Other Equity Instruments Issued and Outstanding and Treasury Instruments Held (thousands of shares or other equity instruments and millions of Canadian dollars) October 31, 2025 October 31, 2024 Number Number of shares Amount of shares Amount Common Shares Balance as at beginning of year 1,750,272 $ 25,373 1,791,422 $ 25,434 Proceeds from shares issued on exercise of stock options 2,260 165 1,657 112 Shares issued as a result of dividend reinvestment plan 1,575 130 6,592 529 Purchase of shares for cancellation and other (64,611) (941) (49,399) (702) Balance as at end of year – common shares 1,689,496 $ 24,727 1,750,272 $ 25,373 Preferred Shares and Other Equity Instruments Preferred Shares – Class A Series 1 20,000 $ 500 20,000 $ 500 Series 5 1 – – 20,000 500 Series 7 2 – – 14,000 350 Series 9 3 – – 8,000 200 Series 16 14,000 350 14,000 350 Series 18 14,000 350 14,000 350 Series 27 850 850 850 850 Series 28 800 800 800 800 49,650 $ 2,850 91,650 $ 3,900 Other Equity Instruments 4 Limited Recourse Capital Notes – Series 1 1,750 $ 1,750 1,750 $ 1,750 Limited Recourse Capital Notes – Series 2 1,500 1,500 1,500 1,500 Limited Recourse Capital Notes – Series 3 5 1,750 2,403 1,750 2,403 Limited Recourse Capital Notes – Series 4 5 750 1,023 750 1,023 Limited Recourse Capital Notes – Series 5 750 750 – – Limited Recourse Capital Notes – Series 6 5 750 1,037 – – Perpetual Subordinated Capital Notes – Series 2023-9 6 1 312 1 312 7,251 8,775 5,751 6,988 Balance as at end of year – preferred shares and other equity instruments 56,901 $ 11,625 97,401 $ 10,888 Treasury – common shares 7 Balance as at beginning of year 213 $ (17) 748 $ (64) Purchase of shares 145,166 (13,094) 139,135 (11,209) Sale of shares (145,379) 13,111 (139,670) 11,256 Balance as at end of year – treasury – common shares – $ – 213 $ (17) Treasury – preferred shares and other equity instruments 7 Balance as at beginning of year 163 $ (18) 142 $ (65) Purchase of shares and other equity instruments 4,614 (1,535) 6,556 (625) Sale of shares and other equity instruments (4,748) 1,549 (6,535) 672 Balance as at end of year – treasury – preferred shares and other equity instruments 29 $ (4) 163 $ (18) 1 On January 31, 2025, the Bank redeemed all of its 20 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 5 (“Series 5 Preferred Shares”), at a redemption price of $ 25.00 per Series 5 Preferred Share, for a total redemption cost of approximately $ 500 million. 2 On July 31, 2025, the Bank redeemed all of its 14 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 7 (“Series 7 Preferred Shares”), at a redemption price of $ 25.00 per Series 7 Preferred Share, for a total redemption cost of approximately $ 350 million. 3 On October 31, 2025, the Bank redeemed all of its 8 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 9 (“Series 9 Preferred Shares”), at a redemption price of $ 25.00 per Series 9 Preferred Share, for a total redemption cost of approximately $ 200 million. 4 For Other Equity Instruments, the number of shares represents the number of notes issued. 5 For LRCNs – Series 3, 4, and 6, the amount represents the Canadian dollar equivalent of the U.S. dollar notional amount. Refer to “Preferred Shares and Other Equity Instruments – Significant Terms and Conditions” table for further details. 6 For Perpetual Subordinated Capital Notes (AT1), the amount represents the Canadian dollar equivalent of the Singapore dollar notional amount. Refer to “Preferred Shares and Other Equity Instruments – Significant Terms and Conditions” table for further details. 7 When the Bank purchases its own equity instruments as part of its trading business, they are classified as treasury instruments and the cost of these instruments is recorded as a reduction in equity. Preferred Shares and Other Equity Instruments – Significant Terms and Conditions Annual Dividend Reset Next redemption/ Convertible Issue date yield (%) 1 frequency 1 spread (%) 1 conversion date 1,2 into 1,2 NVCC Rate Reset Preferred Shares Series 1 June 4, 2014 4.970 Quarterly 2.240 October 31, 2029 Series 2 Series 16 July 14, 2017 6.301 Quarterly 3.010 October 31, 2027 Series 17 Series 18 March 14, 2018 5.747 Quarterly 2.700 April 30, 2028 Series 19 Series 27 April 4, 2022 5.750 Semi-annual 3.317 October 31, 2027 – Series 28 July 25, 2022 7.232 Semi-annual 4.200 October 31, 2027 – Annual Coupon Reset Next redemption Recourse to Issue date yield (%) frequency spread (%) date Preferred Shares 3 Other Equity Instruments Perpetual Subordinated Capital Notes 4 July 10, 2024 5.700 Semi-annual 2.652 July 31, 2029 n/a NVCC Limited Recourse Capital Notes 5 Series 1 July 29, 2021 3.600 Semi-annual 2.747 October 31, 2026 Series 26 Series 2 September 14, 2022 7.283 Semi-annual 4.100 October 31, 2027 Series 29 Series 3 6 October 17, 2022 8.125 Quarterly 4.075 October 31, 2027 Series 30 Series 4 6 July 3, 2024 7.250 Quarterly 2.977 July 31, 2029 Series 31 Series 5 December 18, 2024 5.909 Quarterly 3.100 January 1, 2030 Series 32 Series 6 6 September 23, 2025 6.350 Quarterly 2.721 October 31, 2030 Series 33 1 Non-cumulative preferred dividends for each series are payable as and when declared by the Board of Directors. Unless redeemed, the dividend rate of the Rate Reset Preferred Shares will reset on the next earliest optional redemption/conversion date and every 5 years thereafter to equal the then 5 -year Government of Canada bond yield plus the noted reset spread. If converted into a series of floating rate preferred shares, the dividend rate for the quarterly period will be equal to the then 90 -day Government of Canada Treasury bill yield plus the noted reset spread unless otherwise stated. 2 Subject to regulatory consent and unless otherwise stated, preferred shares are redeemable on the next earliest optional redemption date as noted and every 5 years thereafter. Preferred Shares, except Series 27 and Series 28, are convertible into the corresponding series of floating rate preferred shares on the conversion date noted and every 5 years thereafter if not redeemed. If converted, the holders have the option to convert back to the original series of preferred shares every 5 years. 3 LRCN Preferred Share Series 26, Series 29, and Series 32 were issued at a price of $ 1,000 per share and LRCN Preferred Share Series 30, Series 31, and Series 33 were issued at a price of US$ 1,000 per share. The LRCN Preferred Shares are eliminated on the Bank’s Consolidated Balance Sheet. 4 Perpetual Subordinated Capital Notes are denominated in Singapore dollars. Unless redeemed, the interest rate on Perpetual Subordinated Capital Notes will reset on the next interest reset date and every 5 years thereafter to a rate equal to the then prevailing 5 -year SORA-OIS Rate plus the noted reset spread. 5 LRCNs may be redeemed at the option of the Bank, with the prior written approval of OSFI, in whole or in part on prior notice by the Bank as of the earliest redemption date and each optional redemption date thereafter. Unless redeemed or otherwise stated, the interest rate on the LRCNs will reset on the next earliest optional redemption date and every 5 years thereafter at a rate equal to the then 5 -year Government of Canada bond yield plus the noted reset spread. 6 LRCN Series 3, 4, and 6 are denominated in U.S. dollars. Unless redeemed, the interest rate on LRCN Series 3, 4, and 6 will reset on the next interest reset date and every 5 years thereafter to equal the then 5 -year U.S. Treasury yield plus the noted reset spread. NVCC Provision If an NVCC trigger event were to occur, for all series of Class A First Preferred Shares excluding the preferred shares issued with respect to LRCNs, the maximum number of common shares that could be issued, assuming there are no declared and unpaid dividends on the respective series of preferred shares at the time of conversion, would be 0.6 billion in aggregate. The LRCNs, by virtue of the recourse to the preferred shares held in the Limited Recourse Trust, include NVCC provisions. For LRCNs, if an NVCC trigger were to occur, the maximum number of common shares that could be issued, assuming there are no declared and unpaid dividends on the preferred shares series issued in connection with such LRCNs, would be 1.7 billion in aggregate. For NVCC subordinated notes and debentures (including Perpetual Notes), if an NVCC trigger event were to occur, the maximum number of common shares that could be issued, assuming there is no accrued and unpaid interest on the respective subordinated notes and debentures, would be 3.3 billion in aggregate. DIVIDEND RESTRICTIONS The Bank is prohibited by the Bank Act (Canada) from declaring dividends on its preferred or common shares if there are reasonable grounds for believing that the Bank is, or the payment would cause the Bank to be, in contravention of the capital adequacy and liquidity regulations of the Bank Act (Canada) or directions of OSFI. The Bank does not anticipate that this condition will restrict it from paying dividends in the normal course of business. In addition, the ability to pay dividends on common shares without the approval of the holders of the outstanding preferred shares is restricted unless all dividends on the preferred shares have been declared and paid or set apart for payment. Currently, these limitations do not restrict the payment of dividends on common shares or preferred shares. DIVIDENDS On December 3, 2025, the Board approved a dividend in an amount of one dollar and eight cents ($ 1.08 ) per fully paid common share in the capital stock of the Bank for the quarter ending January 31, 2026, payable on and after January 31, 2026, to shareholders of record at the close of business on January 9, 2026. At October 31, 2025, the quarterly dividend was $ 1.05 per common share. Common share cash dividends declared and paid during the year totalled $ 4.20 per share (October 31, 2024 – $ 4.08 ), representing a payout ratio of 50 %, at the high end of the Bank’s target payout range of 40 - 50 % of adjusted earnings. For cash dividends payable on the Bank’s preferred shares, refer to Note 19. As at October 31, 2025, 1,689 million common shares were outstanding (October 31, 2024 – 1,750 million). DIVIDEND REINVESTMENT PLAN The Bank offers a Dividend Reinvestment Plan (DRIP) for its common shareholders. Participation in the plan is optional and under the terms of the plan, cash dividends on common shares are used to purchase additional common shares. At the option of the Bank, the common shares may be issued from treasury at an average market price based on the last five trading days before the date of the dividend payment, with a discount of between 0 % to 5 % at the Bank’s discretion or purchased from the open market at market prices. During the year ended October 31, 2025, the Bank satisfied the DRIP requirements through common shares issued from treasury with no discount for the first three months and open market common share purchases in the last nine months. During the year ended October 31, 2024, the Bank satisfied the DRIP requirements through common shares issued from treasury with no discount. NORMAL COURSE ISSUER BID On August 28, 2023, the Bank announced that the Toronto Stock Exchange (TSX) and OSFI approved a normal course issuer bid (2023 NCIB) to repurchase for cancellation up to 90 million of its common shares. The 2023 NCIB commenced on August 31, 2023 and continued until August 31, 2024. During the year ended October 31, 2024, the Bank repurchased 49.4 million common shares under the 2023 NCIB, at an average price of $ 80.15 per share for a total amount of $ 4.0 billion. On February 24, 2025, the Bank announced that the TSX and OSFI had approved a normal course issuer bid (2025 NCIB) to purchase for cancellation up to 100 million of its common shares for up to $ 8 billion. The 2025 NCIB commenced on March 3, 2025 and will end on February 28, 2026, or such earlier date as the Bank may determine. From the commencement of the 2025 NCIB to October 31, 2025, the Bank repurchased 64.6 million shares under the program, at an average price of $ 94.29 per share for a total amount of $ 6.1 billion.

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