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Equity
12 Months Ended
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.