Great-West doubles NCIB limit, can buy PFC shares

Executive Summary

• Great-West Lifeco Inc. has amended its Normal Course Issuer Bid (NCIB) to double the maximum number of common shares eligible for repurchase from 20 million to 40 million shares.
• The Toronto Stock Exchange (TSX) approved an amendment allowing Lifeco to purchase shares directly from majority shareholder Power Financial Corp. (PFC) to help PFC maintain its proportionate ownership interest.
• This amendment facilitates additional share repurchases announced in August 2025, bringing the total intended repurchase volume for 2025 to $1 billion ($500 million announced in May and $500 million announced in August), subject to market conditions.

Key Details

• NCIB Limit Increase: The maximum number of shares that may be repurchased under the NCIB has been increased from 20 million to 40 million shares.
• Share Percentage: The 40 million shares represent approximately 4.29% of the 932,107,643 shares issued and outstanding as of the effective date (Jan. 6, 2025).
• Repurchase Period: The amended NCIB is effective from Jan. 6, 2025, to Jan. 5, 2026.
• Daily Purchase Limit: Based on the average daily trading volume of 2,878,466 shares (net of prior repurchases) over the six months preceding the effective date, daily purchases are limited to 719,616 shares, excluding block purchase exceptions.
• PFC Participation: Lifeco is permitted to purchase shares from Power Financial Corp. (PFC) and its wholly owned subsidiaries starting Sept. 5, 2025.
• PFC Ownership Context: PFC is the majority shareholder, holding approximately 68.715% of issued and outstanding shares (excluding ~2.394% held by IGM Financial Inc.). The repurchases from PFC are intended to allow PFC to maintain its proportionate interest despite share issuances from stock option and long-term incentive plans.
• Transaction Mechanism: Purchases from PFC will occur via an Automatic Disposition Plan (ADP) agreement during TSX special trading sessions on days when Lifeco purchases shares from other shareholders. If PFC fails to sell shares as required, the TSX exemption ceases.
• Financial Commitment:
  • May 7, 2025 Announcement: $500 million in share repurchases.
  • Aug. 5, 2025 Announcement: Additional $500 million in share repurchases.
  • Total 2025 Intent: $1 billion in repurchases (subject to market conditions and prudent execution).
  • Current Status: As of the release, an aggregate of 9,793,875 shares have been purchased under the current NCIB.
• Execution Channels: Purchases may be made on the TSX, other designated exchanges, alternative Canadian trading systems, or via Lifeco’s existing automatic purchase plan.