TORONTO, Ontario — February 25, 2026 — Leads & Copy —
Thomson Reuters (TSX/Nasdaq: TRI) has announced plans to repurchase up to US$600 million of its common shares under an amended normal course issuer bid (NCIB). The amended NCIB has been approved by the Toronto Stock Exchange (TSX). The company also plans to return US$605 million to shareholders through a return of capital transaction.
The amended NCIB, accepted by the TSX, will become effective on February 27, 2026. It increases the maximum number of common shares that may be repurchased by an additional 6 million. Under the amended NCIB, up to 16 million common shares, representing approximately 3.55% of the company’s 450,687,724 issued and outstanding shares as of August 12, 2025, may be repurchased between August 19, 2025, and August 18, 2026. The original NCIB, approved in August 2025, allowed for the repurchase of up to 10 million common shares. To date, under the current NCIB, Thomson Reuters has repurchased 6,022,437 common shares for a total cost of approximately US$1.0 billion, at an average price of US$166.05 per share.
Shares may be repurchased on the TSX, the Nasdaq Global Select Market (Nasdaq), other exchanges and alternative trading systems, or by other means permitted by the TSX and/or the Nasdaq or under applicable law. Based on the average daily trading volume on the TSX of 364,105 for the six months preceding the Effective Date (net of repurchases made by TR during that time period), daily purchases are limited to 91,026 common shares, excluding block purchase exceptions. Any repurchased shares will be cancelled.
Prior to its next regularly scheduled quarterly blackout period, Thomson Reuters intends to enter into an automatic share purchase plan (ASPP) with its broker to allow for share purchases under the NCIB during pre-determined times when the company would ordinarily not be permitted to purchase shares due to customary blackout periods or other regulatory restrictions. Purchases under the ASPP are made by the company’s broker based upon parameters set by Thomson Reuters when it is not in possession of material non-public information relating to the company or the shares. The ASPP will be entered into in accordance with the requirements of the TSX and applicable Canadian and U.S. securities laws, including Rule 10b5-1 under the U.S. Exchange Act of 1934, and will terminate when the NCIB expires, unless terminated earlier in accordance with its terms. All purchases made under the ASPP are included in computing the number of shares purchased under the NCIB.
Outside of pre-determined blackout periods, shares may be purchased under the NCIB based on management’s discretion, in compliance with TSX rules and applicable securities laws.
Future share repurchase decisions will depend on factors such as market conditions, share price, and other opportunities to invest capital for growth. Thomson Reuters may suspend or discontinue share repurchases at any time, in accordance with applicable laws.
Thomson Reuters will return gross proceeds derived from the May 2024 sales of London Stock Exchange Group shares through a return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share. This is estimated based on the number of common shares issued and outstanding as of February 24, 2026, and assuming no shareholders opt-out of the return of capital transaction, followed by a share consolidation, or “reverse stock split,” which will reduce the number of common shares on a basis that is proportional to the special cash distribution. The share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.
The proposed return of capital is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Taxable non-Canadian resident shareholders, including taxable U.S. resident shareholders, will be able to opt out of the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold. Taxable non-Canadian resident shareholders are strongly urged to read the management proxy circular and other related materials carefully and to consult with their financial, tax and legal advisors prior to making any decision with respect to the return of capital and share consolidation transactions.
Shareholders will be asked to approve the proposed return of capital and share consolidation transactions at a special meeting to be held on Tuesday, April 28, 2026, at 12:00 p.m. (Toronto time). The proposed transactions require approval by at least two-thirds of the votes cast at the shareholder meeting. The board of directors of the company is unanimously recommending that shareholders vote in favor. Woodbridge has indicated that it plans to do so. The proposed transactions also require the approval of the Ontario Superior Court of Justice (Commercial List). If shareholder and court approval are obtained, Thomson Reuters expects to effect the proposed transactions in early May.
Full details of the proposed return of capital and share consolidation transactions will be described in the company’s management proxy circular and other related materials. Those documents are expected to be mailed or otherwise distributed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and posted on the company’s website at tr.com, in mid-March.
Thomson Reuters informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, audit, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.
Source: Thomson Reuters
