UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

TD Ameritrade Holding Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87236Y 10 8

(CUSIP Number)

Norie C. Campbell, Esq.

The Toronto-Dominion Bank

Toronto-Dominion Centre

P.O. Box 1

Toronto, Ontario M5K IA2

(416) 308-6963

Copy to:

Lee Meyerson, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 16 hereby amends and supplements the statement of beneficial ownership on Schedule 13D relating to the common stock, $0.01 par value per share (the “Issuer Common Stock”) of TD Ameritrade Holding Corporation, a Delaware corporation (the “Issuer”), initially filed on January 25, 2006, as amended by Amendment No. 1 thereto filed on February 24, 2006, Amendment No. 2 thereto filed on April 14, 2006, Amendment No. 3 thereto filed on May 5, 2006, Amendment No. 4 thereto filed on May 11, 2006, Amendment No. 5 thereto filed on May 19, 2006, Amendment No. 6 thereto filed on May 26, 2006, Amendment No. 7 thereto filed on September 14, 2006, Amendment No. 8 thereto filed on February 5, 2009, Amendment No. 9 thereto filed on August 13, 2010, Amendment No. 10 thereto filed on January 20, 2011, Amendment No. 11 thereto filed on February 10, 2011, Amendment No. 12 thereto filed on February 24, 2011, Amendment No. 13 thereto filed on November 8, 2011, Amendment No. 14 thereto filed on March 16, 2012 and Amendment No. 15 thereto filed on May 15, 2013 (as amended, and as it may be further amended from time to time, this “Statement”), by the Reporting Persons (as defined in Item 2 hereof) with respect to the items set forth below. Unless otherwise indicated herein, capitalized terms used and not defined in this Amendment No. 16 shall have the respective meanings herein as are ascribed to such terms in the Statement.

Item 2 of the Statement is hereby amended and restated in its entirety (other than with respect to Schedule I to the Statement, which is amended and supplemented as provided for in this Amendment No. 16) as follows:

This Statement is being filed by The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and TD Luxembourg International Holdings S.a.r.l., a private limited liability company existing under the laws of Luxembourg and a wholly-owned subsidiary of TD (“TD LIH” and together with TD, the “TD Entities” or the “Reporting Persons”). TD and its subsidiaries are principally engaged in the business of personal, commercial and wholesale banking and wealth management. The principal executive office of TD is located at Toronto-Dominion Centre, P.O. Box 1, Toronto, Ontario, Canada M5K IA2 and the principal executive office of TD LIH is located at 46A, Avenue J. F. Kennedy, First Floor, L-2958 Luxembourg, Grand-Duchy of Luxembourg.

The name, business address, citizenship and present principal occupation or employment of each director and executive officer of each of the TD Entities and the name and principal business and address of any corporation or other organization in which such employment is conducted are set forth in Schedule I hereto and are incorporated by reference herein.

During the last five years, none of the TD Entities or, to the knowledge of the TD Entities, any of their respective executive officers or directors named in Schedule I hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Statement is hereby amended and supplemented by the following:

In connection with Amendment No. 5 to the Stockholders Agreement (described in Item 6 below), TD advised the Issuer that, subject to market conditions, it plans to sell approximately 5.5 million of the shares of Issuer Common Stock it currently holds.

As previously disclosed in the Statement, the TD Entities intend to continue to review from time to time their investment in the Issuer and their business affairs, financial position and capital requirements. Based upon such review, as well as general economic, market and industry conditions and prospects existing at the time, the TD Entities may consider from time to time alternative courses of action as permitted by the Stockholders Agreement.

Subject to the terms of the Stockholders Agreement, such actions may include additional sales of shares of Issuer Common Stock or other securities of the Issuer through sales plans, in open market transactions, privately negotiated transactions, through a public offering or otherwise, or the acquisition of additional shares of Issuer Common Stock or other securities of the Issuer directly from the Issuer, through open market purchases, in privately negotiated transactions, through a tender or exchange offer or a merger, reorganization or comparable transaction, through exercise of their rights under the Stockholders Agreement or otherwise. Subject to the terms of the Stockholders Agreement, these actions may constitute a “going-private transaction” and/or could result in (i) changes to the board of directors of the Issuer, (ii) changes in the capitalization or dividend policy of the Issuer, (iii) changes in the Issuer’s certificate of incorporation or bylaws, (iv) delisting of the Issuer Common Stock from the New York Stock Exchange (or other national securities market or inter-dealer quotation system), (v) termination of registration of the Issuer Common Stock pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and/or (vi) other events comparable to those enumerated above.

Other than as described in this Statement, the TD Entities do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5(a), (b) and (c) of the Statement is hereby amended and supplemented by the following:

(a) and (b). As of November 30, 2013, TD LIH is the record and beneficial owner of 232,419,287 shares of Issuer Common Stock, representing approximately 42.22% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of November 8, 2013 as reported by the Issuer). TD controls TD LIH and accordingly beneficially owns the shares of Issuer Common Stock held by such entity.

Except for Mr. Clark, Mr. Bragg, Ms. Maidment and Mr. Prezzano, as of December 2, 2013, none of the individuals listed on Schedule I beneficially owned any shares of Issuer Common Stock. As of December 2, 2013, Mr. Clark beneficially owned 6,000 shares of Issuer Common Stock; Mr. Bragg beneficially owned 113,000 shares of Issuer Common Stock; Ms. Maidment beneficially owned 39,048 shares of Issuer Common Stock and Mr. Prezzano beneficially owned 103,310 shares of Issuer Common Stock.

Based on the provisions relating to voting agreements and (except with respect to the Ricketts Grandchildren Trust) the grant of proxies contained in the Stockholders Agreement, the TD Entities may be deemed to share voting power over the shares beneficially owned by the Ricketts Parties. Based on information set forth in Amendment No. 8 to the statement on Schedule 13D filed by the Ricketts Parties, as of October 8, 2013, the Ricketts Parties beneficially owned, in the aggregate, 66,673,934 shares of Issuer Common Stock representing approximately 12.1% of the outstanding shares of Issuer Common Stock (based on the number of shares of Issuer Common Stock outstanding as of November 8, 2013 as reported by the Issuer). The TD Entities disclaim beneficial ownership of all shares held by the Ricketts Parties. The number of shares reported as held by the TD Entities does not include shares held by the Ricketts Parties. However, as described in Item 6 of the Statement, the TD Entities and the Ricketts Parties acknowledge that they constitute a “group,” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), with respect to the Issuer.

All information contained in the Statement relating to the Ricketts Parties is based on information provided in, and solely with respect to the Ricketts Parties for whom ownership information is reported in, the public filings of the Issuer. While the TD Entities have no reason to believe that such information is inaccurate or incomplete, the TD Entities do not assume any responsibility for the accuracy or completeness of such information.

(c) None of the TD Entities nor, to the best of the TD Entities’ knowledge, any of the individuals named in Schedule I hereto, has engaged in any transaction in shares of Issuer Common Stock in the last 60 days.

Item 6 of the Statement is hereby amended and supplemented by the following:

On December 4, 2013, the Issuer entered into Amendment No. 5 (“Amendment No. 5”) to the Stockholders Agreement, dated as of June 22, 2005, among the Issuer, TD LIH, TD and the Ricketts Parties. Pursuant to Amendment No. 5, the parties thereto agreed among other things to extend the scheduled termination date of the Stockholders Agreement by five years, to January 24, 2021.

In addition, the parties agreed that, effective from and after January 24, 2016, to the extent any repurchases of Issuer Common Stock by the Issuer cause TD’s beneficial ownership percentage to exceed 45% of the outstanding Issuer Common Stock, TD will use reasonable efforts to sell such shares of Issuer Common Stock in excess of 45%, subject to TD’s commercial judgment as to optimal timing, amount and method of sales with a view to maximizing proceeds from any such sale (it being understood that TD has no absolute obligation to reduce its ownership of Issuer Common Stock to 45% by the termination of the Stockholders Agreement). Both prior to and after the termination of the Stockholders Agreement, TD will cause any shares of Issuer Common Stock it beneficially owns that exceed 45% of the outstanding Issuer Common Stock as a result of share repurchases by the Issuer, for so long as TD owns such excess shares, to be voted in the same proportions as all the outstanding shares of Issuer Common Stock held by holders other than TD and its affiliates are voted.

Amendment No. 5 also increased, effective from and after January 24, 2016, the cap, from 1% to 2%, on the amount of Issuer securities that TD and its affiliates may hold for clients and in other capacities in the ordinary course of their businesses and which are not counted toward the 45% ownership cap (which are referred to herein as “ordinary course securities”). To the extent TD’s beneficial ownership percentage is equal to 45% or more of the outstanding Issuer Common Stock and TD beneficially owns an amount of ordinary course securities that exceeds 1% of the outstanding Issuer Common Stock, TD will promptly (beginning within 6 months after exceeding such 1% threshold) sell ordinary course securities it has voting power over, or an equivalent number of other shares of Issuer Common Stock TD beneficially owns, in excess of such 1% threshold, subject to certain specified exceptions. During the period that TD’s beneficial ownership percentage is equal to 45% or more and TD beneficially owns an amount of ordinary course securities that exceeds 1% of the outstanding Issuer Common Stock, TD will vote a number of shares of Issuer Common Stock equal to the number of ordinary course securities beneficially owned by TD in excess of such 1% threshold in the same proportions as all the outstanding shares of Issuer Common Stock held by holders other than TD and its affiliates are voted.

Under the Stockholders Agreement, the Issuer and its affiliates are generally prohibited from, directly or indirectly, acquiring control of any insured depository institution. One of the exceptions to this prohibition is as a result of a business combination transaction approved by the board of directors of the Issuer and involving a person not more than 75% of whose consolidated revenues for its most recently completed fiscal year were generated by one or more insured depository institutions. Under Amendment No. 5, the parties agreed that the Issuer and its affiliates may only utilize this exception if (A) TD has elected to acquire such person’s insured depository institutions at a price mutually agreed between the Issuer and TD, (B) the Issuer divests (or causes the seller to divest) completely such insured depository institutions before closing, or (C) TD otherwise consents to the business combination transaction with such person.

The parties also agreed in Amendment No. 5 that as long as the Issuer is deemed to be a “subsidiary” of TD under the U.S. Bank Holding Company Act of 1956, the Issuer, under the oversight of the Outside Independent Directors Committee, will cooperate on a reasonable basis with TD to implement enhanced information sharing and operational protocols to ensure compliance with U.S. and Canadian banking laws and guidelines as applicable from time to time.

Finally, Amendment No. 5 provides that effective as of January 24, 2016, the Ricketts Parties will cease to be parties to the Stockholders Agreement, and their rights and obligations thereunder, including their rights to designate nominees to the Issuer’s Board, will terminate.

This description of Amendment No. 5 is qualified in its entirety by reference to Amendment No. 5, a copy of which is included as Exhibit 14 of this Statement and incorporated herein by reference.

Item 7 of the Statement is hereby supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 6, 2013

SCHEDULE I

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE TD ENTITIES

Schedule I to the Schedule 13D Filing is hereby amended and restated as follows:

Exhibit 14

Execution Version

AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT

This AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2013 by and among TD Ameritrade Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”) and TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly-owned subsidiary of TD Bank (“TD Lux,” and collectively with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).

RECITALS

WHEREAS, the Company, the R Parties and TD Bank are parties to that certain Stockholders Agreement, dated as of June 22, 2005, as amended (the “Stockholders Agreement”);

WHEREAS, TD Lux has become an owner of record of shares of Common Stock; and

WHEREAS, in accordance with Section 6.4 of the Stockholders Agreement, each of TD, the R Parties and the Outside Independent Directors Committee has approved this Amendment and the transactions contemplated hereby.

NOW THEREFORE, in consideration of the foregoing, and of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1. Amendment to Section 1.1 (Certain Defined Terms). Section 1.1 of the Stockholders Agreement is hereby amended, effective from and after January 24, 2016, as follows:

(a) To amend and restate the definition of “TD Ownership Limitation Percentage” in its entirety to read as follows:

“TD Ownership Limitation Percentage” means (i) prior to the third anniversary of the Closing, 39.9% of the Total Voting Power and (ii) from and after the third anniversary of the Closing, 45% of the Total Voting Power (in each case assuming the exercise, conversion or exchange of all outstanding In-the-Money options and other convertible, exercisable or exchangeable Voting Securities Beneficially Owned by TD but not by any other Person); provided that in calculating the number of Voting Securities Beneficially Owned by TD for purposes of this definition, all Ordinary Course Securities shall be excluded, to the extent such Ordinary Course Securities do not exceed 2.0% of all Voting Securities then outstanding.

(b) To add the following definition after the definition of “TD Ownership Limitation Percentage”:

“Termination Date Excess Shares” has the meaning set forth in Section 2.1(e).”

Section 1.2. Amendment to Section 2.1 (General Limitation on Acquisition of Additional Voting Securities). Section 2.1 of the Stockholders Agreement is hereby amended, effective from and after January 24, 2016, as follows:

(a) To amend Section 2.1(c) by replacing the words “in each case” in the parenthetical in the first sentence thereof with the words “in the case of the R Parties”.

(b) To add the following new subsections after Section 2.1(d) of the Stockholders Agreement:

“(e) Notwithstanding any other provision of this Agreement, to the extent any repurchases of Common Stock by the Company cause the Voting Securities Beneficially Owned by TD to exceed the TD Ownership Limitation Percentage, TD shall use reasonable efforts to sell or dispose of such Voting Securities that exceed the TD Ownership Limitation Percentage, subject to the limitations set forth in clauses (i) and (ii) of the parenthetical to Section 2.1(c) and subject also to TD’s commercial judgment as to optimal timing, amount and method of sales with a view to maximizing proceeds from any such sales (it being understood that TD shall have no absolute obligation pursuant to this Section 2.1(e) to reduce the number of Voting Securities Beneficially Owned by it to a number that results in TD being in compliance with Section 2.1(a)(i)(A) by the termination of this Agreement). Prior to the termination of this Agreement, TD agrees that it shall cause such Voting Securities that exceed the TD Ownership Limitation Percentage as a result of repurchases of Common Stock by the Company to be voted, on any matter submitted to the holders of the Common Stock for a vote, in the same proportions as all the outstanding shares of Common Stock held by holders other than TD and its Affiliates are voted (including, for the avoidance of doubt, (i) votes which are cast as abstentions, (ii) shares which are present at any such meeting but are not voted because of a lack of instructions from the beneficial owners thereof, such as broker non-votes, and (iii) shares which are not present at any such meeting and therefore not voted at such meeting). From and after the date of termination of this Agreement, TD agrees that it shall cause such Voting Securities that exceed the TD Ownership Limitation Percentage as a result of repurchases of Common Stock by the Company as of the date of termination of this Agreement (the “Termination Date Excess Shares”), for so long as TD Beneficially Owns such Termination Date Excess Shares, to be voted, on any matter submitted to the holders of the Common Stock for a vote, in the same proportions as all the outstanding shares of Common Stock held by holders other than TD and its Affiliates are voted (including, for the avoidance of doubt, (i) votes which are cast as abstentions, (ii)

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shares which are present at any such meeting but are not voted because of a lack of instructions from the beneficial owners thereof, such as broker non-votes, and (iii) shares which are not present at any such meeting and therefore not voted at such meeting) notwithstanding the termination of the other provisions of this Agreement (it being understood that the voting requirement for the Termination Date Excess Shares shall not apply to any other shares that TD may own following the termination of this Agreement, whether acquired before or after such termination, and that any Voting Securities sold by TD following the termination of this Agreement shall be deemed to have been Termination Date Excess Shares until the amount thereof, if any, shall be reduced to zero). Notwithstanding anything to the contrary contained herein, in no event shall the Company repurchase shares of Common Stock that would result in the Voting Securities Beneficially Owned by TD (including, solely for purposes of this sentence in this Section 2.1(e), all Ordinary Course Securities held by TD) representing more than 47% of the Total Voting Power.

(f) Subject to Section 2.1(c), if the Voting Securities Beneficially Owned by TD equal or exceed the TD Ownership Limitation Percentage and TD Beneficially Owns Ordinary Course Securities that exceed 1% of the Total Voting Power, then TD shall promptly (beginning within six (6) months after the date its Ordinary Course Securities exceed 1% of the Total Voting Power, but subject to the limitations set forth in clauses (i) and (ii) of the parenthetical to Section 2.1(c)) sell such Ordinary Course Securities that exceed 1% of the Total Voting Power to the extent TD has sole or shared voting power over such Ordinary Course Securities (or, at TD’s sole option, sell an equivalent number of non-Ordinary Course Securities Beneficially Owned by TD). During the period in which the Voting Securities Beneficially Owned by TD equal or exceed the TD Ownership Limitation Percentage and TD Beneficially Owns Ordinary Course Securities that exceed 1% of the Total Voting Power, TD shall cause a number of the Voting Securities Beneficially Owned by TD equal to the number of such Ordinary Course Securities that exceed 1% of the Total Voting Power to be voted, on any matter submitted to the holders of the Common Stock for a vote, in the same proportions all the outstanding shares of Common Stock held by holders other than TD and its Affiliates are voted (including, for the avoidance of doubt, (i) votes which are cast as abstentions, (ii) shares which are present at any such meeting but are not voted because of a lack of instructions from the beneficial owners thereof, such as broker non-votes, and (iii) shares which are not present at any such meeting and therefore not voted at such meeting).”

Section 1.3. Amendment to Section 5.4 (Non-Competition). Section 5.4 is hereby amended as follows:

(a) To amend Section 5.4(c) of the Stockholders Agreement by amending and restating clause (i) thereof in its entirety to read as follows:

“(i) as a result of a business combination transaction approved by the Board and involving a Person not more than 75% of whose consolidated revenues for its most recently completed fiscal year were generated by one or more insured

3

depository institutions and as to which (A) TD has elected to acquire such Person’s insured depository institutions at a price mutually agreed between the Company and TD, (B) the Company divests (or causes the seller to divest) completely such insured depository institutions before closing, or (C) TD otherwise consents to the business combination transaction with such Person, or”

(b) To add the following new subsection after Section 5.4(c) of the Stockholders Agreement:

“(d) As long as the Company is deemed to be a “subsidiary” of TD under the U.S. Bank Holding Company Act of 1956, as amended from time to time, as such term in defined in Section 225.2(a) of the Federal Reserve Board’s Regulation Y, the Company, under the oversight of the Outside Independent Directors Committee, shall cooperate in good faith and on a reasonable basis with TD to implement enhanced information sharing and operational protocols to ensure compliance with U.S. and Canadian banking laws and guidelines as applicable from time to time. If there is an issue or disagreement regarding the terms of such protocols or the implementation thereof, then such issue or disagreement will first be submitted to the management of the Company and TD to reach agreement, and if not resolved by the management of the Company and TD, such issue or disagreement shall then be submitted to Chief Executive Officers of the Company and TD (or their designees, who shall be executive officers of the Company and TD). If the respective Chief Executive Officers or their designees do not reach agreement, such issue or disagreement shall be reviewed and resolved jointly by the Outside Independent Directors Committee and TD. In each case, the parties involved shall use all reasonable best efforts to reach mutual agreement on such issue or disagreement consistent with applicable laws and regulations.”

Section 1.4. Amendment to Section 6.3 (Termination). Section 6.3(c) of the Stockholders Agreement is hereby amended by amending and restating clause (ii) in the first sentence thereof in its entirety to read as follows:

“(ii) January 24, 2021,”.

Section 1.5. R Parties. Effective as of January 24, 2016, the R Parties shall be removed as parties to the Stockholders Agreement, all references to the R Parties in the Stockholders Agreement shall be deleted and all of their rights and obligations thereunder, and any obligations to them thereunder, shall terminate without any further action by any of the parties hereto (and the R Parties irrevocably waive, from and after such date, any related rights they may have in their capacity as R Parties under the Restated Charter, including without limitation pursuant to Article VI, paragraph (a)(ii) thereof). Without limiting the foregoing, the R Parties shall take all necessary action to cause any R Directors then on the Board to resign or be removed from the Board (and the R Parties shall vote all the shares of Common Stock they Beneficially Own, if necessary, to effect such removal), effective as of the day before the annual meeting of the Company’s stockholders occurring in 2016.

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ARTICLE II

MISCELLANEOUS

Section 2.1. Continued Effect of Original Agreement. As amended hereby, the Stockholders Agreement as heretofore amended is hereby ratified and confirmed and agreed to by all of the parties hereto and continues in full force and effect. Without limiting the foregoing, Amendments Nos. 3 and 4 to the Stockholders Agreement shall remain in full force and effect. For the avoidance of doubt, it is understood and agreed that no provision of Section 1.1 or 1.2 of this Amendment shall take effect until January 24, 2016. Without limiting the foregoing, the parties agree that the provisions of that certain letter agreement, dated May 16, 2011 (the “2011 Letter Agreement”), shall remain in full force and effect until January 24, 2016. All references in the Stockholders Agreement to the “Agreement” shall be read as references to the Stockholder s Agreement, as amended by this Amendment and as it may be further amended, supplemented, restated or otherwise modified from time to time.

Section 2.2. Counterparts. This Amendment may be executed by facsimile in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 2.3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (except to the extent that mandatory provisions of federal law are applicable), without giving effect to the principles of conflicts of law, and shall be binding upon the successors and assigns of the parties.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

[Signature Page to Amendment No. 5]

[Signature Page to Amendment No. 5]

Exhibit 15

TD Bank Group Extends Stockholders Agreement with TD Ameritrade

Toronto, ON, December 5, 2013 – TD Bank Group (NYSE and TSX: TD) (“TD”) today announced that it has entered into a further amendment to its existing Stockholders Agreement with TD Ameritrade Holding Corporation (NYSE: AMTD) (“TD Ameritrade”). The amendment extends the termination date of the Stockholders Agreement by five years, to January 24, 2021. The Ricketts family’s participation as a party to the Stockholders Agreement will end at the original termination date of January 24, 2016. Under the terms of the newly-amended Stockholders Agreement, TD’s voting power limit will remain 45 percent.

In addition, in connection with the amendment, TD advised TD Ameritrade that, subject to market conditions, it plans to sell approximately 5.5 million of the TD Ameritrade shares it currently holds.

“We’re pleased to extend this agreement and confirm our commitment to TD’s investment in TD Ameritrade,” said Ed Clark, Group President & CEO, TD Bank Group. “We look forward to continuing our mutually beneficial relationship.”

A copy of the amendment to the Stockholders Agreement will be included in TD’s Schedule 13D/A to be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (TD). TD is the sixth largest bank in North America by branches and serves over 22 million customers in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; Wealth and Insurance, including TD Wealth, TD Direct Investing, an investment in TD Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including TD Bank, America’s Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale Banking, including TD Securities. TD also ranks among the world’s leading online financial services firms, with approximately 8 million active online and mobile customers. TD had $862.5 billion in assets on October 31, 2013. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto and New York Stock Exchanges.

Caution Regarding Forward-Looking Statements

From time to time, the Bank makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the U.S. Securities and Exchange Commission, and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in this document, the Bank’s 2013 MD&A under the headings “Economic Summary and Outlook”, for each business segment “Business Outlook and Focus for 2014” and in other statements regarding the Bank’s objectives and priorities for 2014 and beyond and strategies to achieve them, and the Bank’s anticipated financial performance. Forward-looking statements are typically identified by words such as “will”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “may”, and “could”.

By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control and the effects of which can be difficult to predict – may cause actual results to differ materially from the expectations expressed in the forward-looking

statements. Risk factors that could cause such differences include: credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology), reputational, insurance, strategic, regulatory, legal, environmental, capital adequacy, and other risks. Examples of such risk factors include the general business and economic conditions in the regions in which the Bank operates; disruptions in or attacks (including cyber attacks) on the Bank’s information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud to which the Bank is exposed; the failure of third parties to comply with their obligations to the Bank or its affiliates relating to the care and control of information; the impact of recent legislative and regulatory developments; the overall difficult litigation environment, including in the United States; changes to the Bank’s credit ratings; changes in currency and interest rates; increased funding costs for credit due to market illiquidity and competition for funding; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. We caution that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results. For more detailed information, please see the “Risk Factors and Management” section of the 2013 MD&A, as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable) related to any transactions discussed under the heading “Significant Events” in the relevant MD&A, which applicable releases may be found on www.td.com. All such factors should be considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, when making decisions with respect to the Bank and we caution readers not to place undue reliance on the Bank’s forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2013 MD&A under the headings “Economic Summary and Outlook”, and for each business segment, “Business Outlook and Focus for 2014”, each as updated in subsequently filed quarterly reports to shareholders.

Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

This press release is not an offer to sell, nor a solicitation of an offer to buy, TD Ameritrade shares in the United States or in any other jurisdiction in which the offer, solicitation or sale would be unlawful.

For more information:

Rudy Sankovic

Investor Relations

416-308-9030

Rudy.Sankovic@td.com

Ali Duncan Martin

Corporate and Public Affairs

416-983-4412

Ali.DuncanMartin@td.com