D2L Inc. Announces Normal Course Issuer Bid

Executive Summary

• D2L Inc. announced that the Toronto Stock Exchange has approved a new Normal Course Issuer Bid, allowing the company to repurchase up to 1,474,527 subordinate voting shares (≈10% of public float) between Dec 12 2025 and Dec 11 2026.
• The bid will be funded with existing cash and operating cash flow; repurchased shares will be cancelled, potentially increasing the equity interest of remaining shareholders.
• The company disclosed prior‑bid activity: under the previous NCIB (expired Dec 8 2025) it was authorized to buy 1,745,338 shares and had already repurchased 801,000 shares at a weighted average price of $16.034 per share.

Key Details

• Bid Scope: Up to 1,474,527 subordinate voting shares (≈10% of public float).
• Timeframe: Commences Dec 12 2025; ends on the earlier of Dec 11 2026 or completion of purchases.
• Daily Purchase Limit: Approximately 7,381 shares per day based on average daily volume of 29,524 shares (six‑month period ending Nov 30 2025), subject to block purchase exception.
• Funding Source: Existing cash resources and cash generated from ongoing operations; no external financing required.
• Share Cancellation: All repurchased subordinate voting shares will be cancelled, reducing the total share count.
• Automatic Share Purchase Plan (ASPP): Company will enter into an ASPP with a designated broker to enable purchases during periods normally restricted by blackout rules; ASPP cleared by TSX.
• Current Share Statistics (as of Dec 9 2025): 27,276,320 issued and outstanding subordinate voting shares; public float of 14,745,277 shares.
• Prior NCIB Activity: Authorized to purchase up to 1,745,338 shares; had repurchased and cancelled 801,000 shares at a weighted average price of $16.034 per share (through Dec 1 2025).
• Board Rationale: Management believes market price may not fully reflect underlying value; repurchase is viewed as a desirable use of corporate funds and beneficial to remaining shareholders.

Notable Quotes

(No direct quotes were provided in the release.)