Descartes Announces TSX Acceptance of Normal Course Issuer Bid

Rhea-AI Summary

Descartes (TSX:DSG / Nasdaq:DSGX) announced TSX acceptance of a Normal Course Issuer Bid to repurchase up to 8,568,582 common shares (about 10% of public float) from Dec 11, 2025 until the earlier of Dec 10, 2026 and completion of purchases. Daily purchases on the TSX are limited to 51,176 shares based on six-month average volume, subject to the block purchase exception and TSX rules.

Purchases will be funded from existing cash resources, may occur on TSX, Nasdaq and other venues, and repurchased shares will be cancelled. An automatic share purchase plan (ASPP) with a designated broker has been cleared by the TSX to permit purchases during blackout periods. Management will determine timing and actual volumes, subject to applicable laws and credit facility permissibility.

Positive

• Authorized repurchase up to 8,568,582 shares (~10% public float)
• Defined purchase period from Dec 11, 2025 to Dec 10, 2026 (or earlier)
• Daily TSX limit set at 51,176 shares based on recent volume
• Funded with cash; repurchased shares will be cancelled

Negative

• Uses cash resources, potentially reducing available liquidity
• Daily cap 51,176 shares may limit pace of repurchases
• Repurchase ability subject to credit facility permissibility and regulatory rules

Key Figures

NCIB maximum repurchase 8,568,582 shares Up to 10% of public float under Normal Course Issuer Bid

Bid term Dec 11, 2025–Dec 10, 2026 Repurchase window or earlier upon completion of purchases

Average daily trading volume 204,706 shares Six months ended Nov 30, 2025 on TSX

Daily NCIB limit 51,176 shares TSX daily purchase cap under Bid excluding block purchases

Issued and outstanding shares 85,986,823 shares Common shares outstanding as of Nov 30, 2025

Public float 85,685,826 shares TSX-defined public float as of Nov 30, 2025

Public float percentage 10% NCIB maximum as a share of public float

Current share price $92.39 Pre-announcement price vs 52-week high of $124.31

Market Reality Check

$91.79 Last Close

Volume Volume 491,354 vs 20-day average 574,675 ahead of the buyback announcement. normal

Technical Price $92.39 trades below 200-day MA of $100.29 and 25.68% below 52-week high.

Peers on Argus

While DSGX was down 0.39% pre-announcement, key software peers like PEGA, NICE, PCTY, SRAD and MNDY showed gains between 0.35% and 3.21%, pointing to stock-specific rather than sector-driven dynamics.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Earnings results	Positive	+0.6%	Record Q3 fiscal 2026 revenues, profit growth and NCIB application disclosure.
Nov 12	Customer case study	Positive	+1.5%	Long-term Estes Logistics deployment driving revenue growth and high on-time delivery.
Nov 04	Industry study	Neutral	-3.8%	Benchmark study on freight forwarders’ tech priorities and challenges.
Nov 03	Earnings date set	Neutral	+0.0%	Announcement of date and call details for Q3 fiscal 2026 results.
Oct 28	Customer case study	Positive	+1.1%	Non-profits using WMS solution to boost ecommerce productivity and support workers.

Pattern Detected

Recent news, especially customer wins and earnings, has generally seen modestly positive price alignment, with no clear pattern of selling on good news.

Recent Company History

This announcement follows a strong run of operational updates. On Dec 03, 2025, Descartes reported record Q3 fiscal 2026 revenues and operating income and disclosed it had applied for a NCIB of up to 10% of the public float. Earlier customer and productivity case studies in October and November were also followed by small positive price moves. Today’s TSX acceptance of the NCIB operationalizes the capital-return tool previously flagged during earnings.

Market Pulse Summary

This announcement details TSX acceptance of Descartes’ Normal Course Issuer Bid, allowing repurchases of up to 8,568,582 shares, or 10% of the public float, funded from existing cash. Any buybacks would occur within a defined window and be subject to TSX daily limits. Contextually, the stock traded below its $100.29 200-day moving average and 25.68% under its 52-week high, following recent record Q3 results that first flagged plans for this NCIB.

Key Terms

normal course issuer bid financial

"has accepted Descartes’ notice to launch a Normal Course Issuer Bid (the Bid)."

A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.

public float financial

"8,568,582 common shares, representing approximately 10% of the "public float""

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

average daily trading volume market

"the average daily trading volume of the common shares on the TSX during the six months"

The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.

stock-based compensation plans financial

"reduced by the number of common shares purchased by non-independent brokers for delivery pursuant to stock-based compensation plans."

A stock-based compensation plan pays employees, executives or directors with company shares or the right to buy shares instead of only cash, similar to giving team members a slice of the company pie as part of their pay. It matters to investors because it aligns employee incentives with shareholder performance but can reduce each existing shareholder’s slice over time and shows up as a real cost on the company’s financial statements, affecting reported profits and the effective share count.

automatic share purchase plan financial

"Descartes has also agreed to the form of an automatic share purchase plan (an ASPP)"

An automatic share purchase plan is a pre-arranged agreement that allows investors to buy a set amount of a company's shares at regular intervals without needing to make individual decisions each time. It helps investors steadily build their holdings over time, much like setting a recurring deposit into a savings account, making investing more disciplined and less influenced by short-term market fluctuations.

AI-generated analysis. Not financial advice.

WATERLOO, Ontario and ATLANTA, Ga., Dec. 09, 2025 (GLOBE NEWSWIRE) -- The Descartes Systems Group Inc. (TSX:DSG) (Nasdaq:DSGX) today announced that the Toronto Stock Exchange (the TSX) has accepted Descartes’ notice to launch a Normal Course Issuer Bid (the Bid).

Under the Bid, Descartes may repurchase on the open market, at its discretion during the period commencing on December 11, 2025 and ending on the earlier of December 10, 2026 and the completion of purchases under the Bid, up to 8,568,582 common shares, representing approximately 10% of the "public float" (within the meaning of the rules of the TSX), subject to the normal terms and limitations of such bids.

Under TSX rules, the average daily trading volume of the common shares on the TSX during the six months ended November 30, 2025 was approximately 204,706 and, accordingly, daily purchases on the TSX pursuant to the Bid will be limited to 51,176 common shares, other than purchases made pursuant to the block purchase exception. The actual number of common shares which may be purchased pursuant to the Bid and the timing of any such purchases will be determined by the management of Descartes, subject to applicable laws and the rules of the TSX. In accordance with TSX rules, the maximum number of common shares which may be repurchased for cancellation under the Bid will be reduced by the number of common shares purchased by non-independent brokers for delivery pursuant to stock-based compensation plans.

Purchases are expected to be made through the facilities of the TSX, Nasdaq, other designated exchanges and/or alternative Canadian trading systems, or by such other means as may be permitted by the Ontario Securities Commission or other applicable Canadian Securities Administrators, at prevailing market prices. The Bid will be funded using existing cash resources and any common shares repurchased by Descartes under the Bid will be cancelled.

Descartes has also agreed to the form of an automatic share purchase plan (an ASPP) with a designated broker to allow for the purchase of common shares under the Bid at times when Descartes would ordinarily not be permitted to purchase shares due to regulatory restrictions or self-imposed blackout periods. The ASPP has been cleared by the TSX and will be entered into in connection with the commencement of the Bid.

As of November 30, 2025, Descartes had 85,986,823 issued and outstanding common shares and a "public float" (within the meaning of the rules of the TSX) of 85,685,826 common shares.

Descartes believes that (i) the purchases will be in the best interests of Descartes and constitute a desirable use of its funds and (ii) the Bid will provide the flexibility to manage Descartes’ capital position while generating value for shareholders.

About Descartes Systems Group

Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, security and sustainability of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, track and help improve the safety, performance and compliance of delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com, and connect with us on LinkedIn and X (Twitter).

Descartes Investor Contact
Laurie McCauley
(519) 746-2969
investor@descartes.com

Cautionary Statement Regarding Forward-Looking Statements

This release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements") that relate to: Descartes’ intention to commence the Bid; the timing, quantity and funding of any purchases of common shares under the Bid; the expected facilities through which any such purchases may be made; and other matters. These forward-looking statements are subject to risks and uncertainties and are based on assumptions that may cause future results to differ materially from those expected. The material assumptions made in making these forward-looking statements include the following: Descartes’ view with respect to its financial condition and prospects; the stability of general economic and market conditions and currency exchange rates; the availability of cash resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under the Bid; the existence of potentially superior uses for Descartes’ cash resources than common share repurchases; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations pertaining to the Bid; that we will continue to have sufficient financial resources to fund currently anticipated financial actions and obligations and to pursue desirable business opportunities. While management believes these assumptions to be reasonable under the circumstances, they may prove to be inaccurate. Such forward-looking statements also involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the availability of cash resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under the Bid; compliance with applicable laws and regulations pertaining to normal course issuer bids; a reduction in the size of our "public float" as a result of repurchases made under the Bid; Descartes’ future capital requirements; market and general economic conditions; demand for our customers' products; and unforeseen legal or regulatory developments, as well as the factors discussed in the section entitled, "Certain Factors That May Affect Future Results" in documents filed with the Securities and Exchange Commission, the Ontario Securities Commission and other securities regulatory authorities across Canada, including Descartes' most recently filed annual and subsequent interim Management's Discussion and Analysis which are available under Descartes’ profile through the EDGAR website at http://www.sec.gov or through the SEDAR+ website at http://www.sedarplus.com/. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

FAQ

What share buyback did Descartes (DSGX) announce on Dec 9, 2025?

Descartes announced TSX acceptance of a Normal Course Issuer Bid to repurchase up to 8,568,582 shares (about 10% of public float) starting Dec 11, 2025.

How long will Descartes' (DSGX) buyback run and when does it end?

The buyback period runs from Dec 11, 2025 until the earlier of Dec 10, 2026 and completion of purchases under the Bid.

How will Descartes (DSGX) fund its share repurchases?

Purchases will be funded using existing cash resources, subject to the permissibility of repurchases under its credit facility.

What is the daily TSX purchase limit for Descartes (DSGX) under the bid?

Under TSX rules and recent volume, daily purchases on the TSX are limited to 51,176 common shares, excluding block purchase exceptions.

Will Descartes (DSGX) cancel repurchased shares and how will it handle blackout periods?

Yes, repurchased common shares will be cancelled; the company has an automatic share purchase plan (ASPP) cleared by the TSX to allow purchases during blackout periods.

Does the 8,568,582-share limit equal 10% of Descartes (DSGX) total shares outstanding?

The limit represents approximately 10% of the public float (8,568,582 shares) based on the company's reported public float as of Nov 30, 2025.