Thomson Reuters amends share buyback

Executive Summary

• Thomson Reuters announced a significant capital return strategy involving a US$600 million share repurchase program and a US$605 million return of capital transaction.
• The company plans to execute a special cash distribution of approximately $1.36 per share, followed by a share consolidation (reverse stock split), funded by proceeds from the sale of London Stock Exchange Group shares in May 2024.
• Shareholder approval for the return of capital and consolidation is scheduled for a special meeting on April 28, 2026, with an expected effective date in early May 2026, contingent on court approval.

Key Details

• Share Repurchase Program (NCIB):
  • Thomson Reuters plans to repurchase up to US$600 million of common shares under an amended Normal Course Issuer Bid (NCIB).
  • The amended NCIB was approved by the Toronto Stock Exchange (TSX) and becomes effective on February 27, 2026.
  • The amendment increases the maximum number of repurchasable shares by 6 million, bringing the total limit to 16 million common shares (approx. 3.55% of issued and outstanding shares as of Aug 12, 2025).
  • The repurchase period runs from August 19, 2025, to August 18, 2026.
  • Previously, under the original NCIB approved in August 2025, Thomson Reuters had repurchased 6,022,437 shares for a total cost of ~$1 billion (avg price $166.05/share).
  • Daily purchase limits are capped at 91,026 shares based on average daily trading volume, excluding block purchases.
  • An Automatic Share Purchase Plan (ASPP) under Rule 10b5-1 will be established to allow purchases during blackout periods when management is not in possession of material non-public information.
• Return of Capital and Share Consolidation:
  • Funding Source: Gross proceeds from the May 2024 sale of London Stock Exchange Group shares.
  • Special Cash Distribution: US$605 million in aggregate, estimated at ~$1.36 per participating share (based on shares outstanding as of Feb 24, 2026).
  • Share Consolidation: A reverse stock split will follow the distribution, reducing the number of common shares proportionally to the cash distribution.
  • Consolidation Ratio: To be determined based on the volume-weighted average trading price on Nasdaq for the five trading days prior to effectiveness.
  • Tax Treatment: Intended to be tax-free for Canadian tax purposes. Non-Canadian taxable residents (including US residents) may opt out to avoid unfavorable tax consequences.
• Governance and Timeline:
  • Shareholder Vote: A special meeting is scheduled for Tuesday, April 28, 2026, at 12 p.m. Toronto time. Approval requires a two-thirds majority of votes cast.
  • Board Recommendation: Unanimously recommends voting in favor. Woodbridge (majority shareholder) intends to vote in favor.
  • Regulatory Approval: Requires approval from the Ontario Superior Court of Justice (Commercial List).
  • Effective Date: Expected in early May 2026, pending approvals.
  • Disclosure: Management proxy circular and related materials to be distributed in mid-March.

Notable Quotes

• "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."
• "The board of directors of the company is unanimously recommending that shareholders vote in favour."