Descartes Announces TSX Acceptance of Normal Course Issuer Bid

Executive Summary

• Descartes Systems Group Inc. announced that the Toronto Stock Exchange has accepted its notice to commence a Normal Course Issuer Bid, allowing repurchase of up to 8,568,582 common shares (≈10% of public float).
• The bid will be funded with existing cash resources; purchased shares will be cancelled, reducing outstanding share count and potentially enhancing shareholder value.
• An automatic share purchase plan (ASPP) has been approved to enable purchases during blackout periods, providing flexibility in execution.

Key Details

• Bid Scope: Up to 8,568,582 common shares (~10% of public float).
• Bid Period: Commences December 11, 2025; ends on the earlier of December 10, 2026 or completion of purchases.
• Daily Purchase Limit: Approximately 51,176 shares per day (based on average daily volume of 204,706 over the prior six months).
• Funding Source: Existing cash resources; no external financing required.
• Share Cancellation: All repurchased shares will be cancelled, reducing total issued and outstanding shares.
• Public Float (as of Nov 30, 2025): 85,685,826 shares; total issued & outstanding: 85,986,823 shares.
• ASPP Arrangement: Automatic Share Purchase Plan approved by TSX to permit purchases during regulatory blackout periods or self‑imposed restrictions.
• Execution Venues: Purchases may be made on the TSX, Nasdaq, other designated exchanges, alternative Canadian trading systems, or via permitted methods under OSC/CSA regulations.
• Regulatory Constraints: Daily purchase limit applies except for block purchase exceptions; purchases by non‑independent brokers for stock‑based compensation plans reduce the maximum cancellable amount.

Notable Quotes

(No direct quotes were provided in the release.)