SCHEDULE: Bank of Montreal Discloses 4.94% Stake in TD Bank

Bank of Montreal and its affiliates have disclosed a beneficial ownership of 4.94% of Toronto-Dominion Bank's common shares as of June 30, 2025.

Summary

• Bank of Montreal (BMO) and its various subsidiaries collectively hold 85,240,803 common shares of Toronto-Dominion Bank.
• This aggregate beneficial ownership represents 4.94% of Toronto-Dominion Bank's common shares.
• BMO, as the parent entity, holds sole voting power over 83,478,114 shares and shared voting power over 1,216,707 shares.
• BMO also holds sole dispositive power over 84,024,096 shares and shared dispositive power over 1,216,707 shares.
• Key BMO subsidiaries and their beneficial ownership percentages include: BANK OF MONTREAL HOLDING INC. (3.67%), BMO NESBITT BURNS INC. WEALTH MANAGEMENT (3.17%), BMO ASSET MANAGEMENT INC. (1.8%), and BMO NESBITT BURNS INC. (0.44%).
• The filing is an Amendment No. 2 to a Schedule 13G, indicating an update to a previously reported beneficial ownership position.
• The shares are reported as acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Toronto-Dominion Bank.

Sentiment

Score: 5

Explanation: The filing is a routine regulatory disclosure of beneficial ownership, providing factual information without expressing positive or negative sentiment regarding the issuer's performance or outlook. It is neutral in tone and content.

Positives

• The disclosure indicates a significant, albeit passive, investment by a major financial institution (Bank of Montreal) in a peer (Toronto-Dominion Bank), potentially signaling confidence in the banking sector or the specific issuer.
• The filing confirms that the shares are held in the ordinary course of business, suggesting a stable, long-term investment rather than an activist stake.

Negatives

• The filing does not contain information that would typically be categorized as negative for the issuer, as it is a beneficial ownership report rather than a financial performance or operational update.

Risks

• The filing itself does not detail specific risks related to Toronto-Dominion Bank's operations or financial health, as its purpose is to report beneficial ownership.
• The primary risk implied by such a filing, from the perspective of the reporting entity, is market fluctuation affecting the value of the held shares.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements, guidance, or projections regarding the future performance or strategic direction of Toronto-Dominion Bank or Bank of Montreal.

Management Comments

• Kathryn Cenac, Managing Director Regulatory Solutions Group, certified that the securities were acquired and are held in the ordinary course of business and not for the purpose or with the effect of changing or influencing the control of the issuer.

Industry Context

This filing reflects a common practice in the financial industry where large institutional investors, such as Bank of Montreal and its various investment and wealth management arms, hold passive stakes in other publicly traded companies, including competitors or peers, as part of their investment portfolios or client holdings. A Schedule 13G indicates a passive investment, typically below 5% or held by qualified institutional investors, differentiating it from a Schedule 13D which implies an intent to influence or control the issuer.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for beneficial ownership by institutional investors under SEC Rule 13d-1(b).
• The 4.94% stake held by Bank of Montreal and its affiliates in Toronto-Dominion Bank is a notable cross-holding within the Canadian banking sector, though it remains below the 5% threshold that often triggers more stringent reporting requirements or signals potential activist intent.
• Comparable situations often involve large asset managers or diversified financial groups holding significant, but non-controlling, positions in other major financial institutions, such as BlackRock's or Vanguard's holdings in various banks globally.

Related Party Transactions

• The filing discloses that Bank of Montreal and its subsidiaries beneficially own common shares of Toronto-Dominion Bank. While these are two major Canadian banks, the filing itself only reports the ownership stake and does not detail specific related-party transactions beyond the holding of shares.

Stakeholder Impact

• Shareholders of Toronto-Dominion Bank: Provides transparency regarding a significant institutional holder's passive stake.
• Investors and Analysts: Offers insight into the ownership structure and institutional interest in Toronto-Dominion Bank.
• Bank of Montreal Shareholders: Confirms a specific investment holding within the bank's broader portfolio or client assets.

Next Steps

• Bank of Montreal and its affiliates will continue to monitor their beneficial ownership in Toronto-Dominion Bank.
• Further amendments to this Schedule 13G will be filed if there are significant changes (e.g., a change of 1% or more) in their beneficial ownership percentage.

Key Dates

Keywords

Toronto-Dominion Bank, Bank of Montreal, Beneficial Ownership, Schedule 13G, Common Shares, Institutional Investment, Banking Sector, Financial Services, SEC Filing