Thomson Reuters Announces New US$600 Million Share Repurchase Program and US$605 Million Return of Capital and Share Consolidation Transactions

Rhea-AI Summary

Thomson Reuters (TSX/Nasdaq: TRI) announced a new US$600 million amended normal course issuer bid and a US$605 million return of capital plus share consolidation targeted for early May 2026. The amended NCIB raises the repurchase cap to 16 million shares (~3.55% of shares outstanding) and becomes effective February 27, 2026.

The company has repurchased 6,022,437 shares to date for ~US$1.0 billion (average US$166.05). Shareholder approval (April 28, 2026) and Ontario Superior Court approval are required for the return of capital and consolidation; taxable non-Canadian shareholders may opt out.

Positive

• Announced US$600M expanded share repurchase program
• Planned US$605M return of capital to shareholders
• Repurchased 6,022,437 shares to date (~US$1.0B cost)

Negative

• Return of capital requires two-thirds shareholder and court approval
• Tax complexity for taxable non-Canadian shareholders who may opt out

News Market Reaction – TRI

+10.31%

85 alerts

+10.31% News Effect

+7.4% Peak in 1 hr 1 min

+$4.20B Valuation Impact

$44.92B Market Cap

1.0x Rel. Volume

On the day this news was published, TRI gained 10.31%, reflecting a significant positive market reaction. Argus tracked a peak move of +7.4% during that session. Our momentum scanner triggered 85 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $4.20B to the company's valuation, bringing the market cap to $44.92B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New repurchase program: US$600 million Return of capital: US$605 million Per-share distribution: US$1.36 per share +5 more

8 metrics

New repurchase program US$600 million Planned share repurchases under amended NCIB

Return of capital US$605 million Aggregate special cash distribution to shareholders

Per-share distribution US$1.36 per share Estimated cash per participating share in return of capital

NCIB capacity 16 million shares Maximum common shares repurchasable between Aug 19, 2025 and Aug 18, 2026

Shares outstanding 450,687,724 shares Issued and outstanding as of August 12, 2025

Shares repurchased to date 6,022,437 shares Bought under current NCIB before amendment

Buyback spend to date US$1.0 billion Total cost of shares repurchased under current NCIB

TSX daily limit 91,026 shares Daily NCIB purchase limit on TSX, excluding block purchases

Market Reality Check

Price: $99.38 Vol: Volume 9,179,021 vs 20-da...

high vol

$99.38 Last Close

Volume Volume 9,179,021 vs 20-day avg 3,771,058 (relative volume 2.43x), indicating heavy interest into the buyback/return-of-capital news. high

Technical Despite the jump to 90.09, shares remain below the 200-day MA at 158.81, reflecting a rebound within a longer-term downtrend.

Peers on Argus

TRI gained 11.41%, while key peers like RELX showed only modest upside (2.93%) a...

1 Up

TRI gained 11.41%, while key peers like RELX showed only modest upside (2.93%) and others were mixed, pointing to a stock-specific reaction to the capital return and buyback news rather than a broad sector move.

Previous Buybacks Reports

1 past event · Latest: Aug 15 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Aug 15	Share repurchase plan	Positive	+2.1%	Announced new $1.0B NCIB allowing repurchase of up to 10M common shares.

Pattern Detected

Past buyback announcements for TRI have drawn positive price reactions, suggesting investors have historically welcomed repurchase programs.

Recent Company History

Recent TRI news has centered on AI initiatives, financial performance, and capital returns. A prior $1.0 billion normal course issuer bid announced on Aug 15, 2025 led to a 2.09% positive move, signaling support for repurchases. Earnings and AI-related announcements since late 2025 have produced mixed but generally modest price reactions. Today’s expanded NCIB and planned US$605 million return of capital build directly on the earlier buyback framework, deepening the capital return story for shareholders.

Historical Comparison

+2.1% avg move · In the past, TRI’s buyback news (e.g., the August 2025 $1.0B NCIB) saw an average move of 2.09%. Tod...

buybacks

+2.1%

Average Historical Move buybacks

In the past, TRI’s buyback news (e.g., the August 2025 $1.0B NCIB) saw an average move of 2.09%. Today’s 11.41% reaction to the expanded repurchase and capital return stands out as a much stronger response than prior buyback headlines.

The current announcement amends the existing NCIB, increasing the repurchase capacity beyond the prior $1.0B program and layering in a separate US$605M return of capital, signaling a continued and expanded use of buybacks within the same authorization window.

Market Pulse Summary

The stock surged +10.3% in the session following this news. A strong positive reaction aligns with T...

Analysis

The stock surged +10.3% in the session following this news. A strong positive reaction aligns with TRI’s history of shareholder-friendly capital allocation. Earlier buyback news produced a 2.09% move, while today’s combination of a US$600M NCIB expansion and US$605M capital return drew a much larger 11.41% gain. With the stock still below its 200-day MA, investors may have viewed the announcement as an opportunity to re-rate shares, though prior reactions suggest future moves can moderate after initial enthusiasm.

Key Terms

normal course issuer bid, automatic share purchase plan, reverse stock split, special cash distribution, +1 more

5 terms

normal course issuer bid financial

"Up to US$600 million of shares to be repurchased pursuant to amended normal course issuer 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.

automatic share purchase plan financial

"Thomson Reuters intends to enter into an automatic share purchase plan (ASPP) with its broker"

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.

reverse stock split financial

"followed by a share consolidation, or "reverse stock split", which will reduce the number"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

special cash distribution financial

"consisting of a special cash distribution of US$605 million in the aggregate"

A special cash distribution is a one-time payment made to shareholders, separate from regular dividend payments, often representing a share of profits or assets. It acts like a bonus or extra reward, giving investors immediate cash instead of reinvesting in the company. This can be important to investors because it provides quick income and may signal changes in the company's financial situation.

management proxy circular regulatory

"Full details ... will be described in the company's management proxy circular and other related materials"

A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.

AI-generated analysis. Not financial advice.

Up to US$600 million of shares to be repurchased pursuant to amended normal course issuer bid

US$605 million return of capital and share consolidation expected to be completed in May

TORONTO, Feb. 25, 2026 /PRNewswire/ -- Thomson Reuters (TSX/Nasdaq: TRI) today announced that it plans to repurchase up to US$600 million of its common shares under an amended normal course issuer bid (NCIB) that has been approved by the Toronto Stock Exchange (TSX) and that it plans to return US$605 million to shareholders through a return of capital transaction.

Amended Normal Course Issuer Bid

Shares will be repurchased for the new US$600 million repurchase program under an amended NCIB. The amended NCIB, which has been accepted by the TSX, will become effective on February 27, 2026. The amended NCIB will increase the maximum number of common shares that may be repurchased by an additional 6 million. Under the amended NCIB, up to 16 million common shares (representing approximately 3.55% of the company's 450,687,724 issued and outstanding shares as of August 12, 2025) may be repurchased between August 19, 2025 (the Effective Date) and August 18, 2026. The NCIB, as originally approved in August 2025, contemplated the repurchase of up to 10 million common shares. To date under the current NCIB, Thomson Reuters has repurchased 6,022,437 common shares for a total cost of approximately US$1.0 billion, representing an average price of US$166.05 per share.

Under the amended NCIB, shares may be repurchased on the TSX, the Nasdaq Global Select Market (Nasdaq) and/or other exchanges and alternative trading systems or by such other means as may be permitted by the TSX and/or the Nasdaq or under applicable law. Based on the average daily trading volume on the TSX of 364,105 for the six months preceding the Effective Date (net of repurchases made by TR during that time period), daily purchases are limited to 91,026 common shares, other than block purchase exceptions. Any shares that are repurchased will be cancelled.

Prior to its next regularly scheduled quarterly blackout period, Thomson Reuters intends to enter into an automatic share purchase plan (ASPP) with its broker to allow for the purchase of shares under the NCIB during pre-determined times when the company would ordinarily not be permitted to purchase shares due to customary blackout periods or other regulatory restrictions. Purchases under the ASPP are made by the company's broker based upon parameters set by Thomson Reuters when it is not in possession of material non-public information relating to the company or the shares. The ASPP will be entered into in accordance with the requirements of the TSX and applicable Canadian and U.S. securities laws, including Rule 10b5- 1 under the U.S. Exchange Act of 1934, and will terminate when the NCIB expires, unless terminated earlier in accordance with its terms. All purchases made under the ASPP are included in computing the number of shares purchased under the NCIB. Outside of pre-determined blackout periods, shares may be purchased under the NCIB based on management's discretion, in compliance with TSX rules and applicable securities laws.

Decisions regarding any future share repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth. Thomson Reuters may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws.

Return of Capital

Thomson Reuters will return gross proceeds derived from the May 2024 sales of London Stock Exchange Group shares through a return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share (estimated based on the number of common shares issued and outstanding as of February 24, 2026 and assuming no shareholders opt-out of the return of capital transaction), followed by a share consolidation, or "reverse stock split", which will reduce the number of common shares on a basis that is proportional to the special cash distribution. To that end, the share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.

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. Taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the return of capital may be preferable to those associated with participating in the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold. Taxable non-Canadian resident shareholders are strongly urged to read the management proxy circular and other related materials carefully and to consult with their financial, tax and legal advisors prior to making any decision with respect to the return of capital and share consolidation transactions.

Shareholders will be asked to approve the proposed return of capital and share consolidation transactions at a special meeting of shareholders of Thomson Reuters to be held on Tuesday, April 28, 2026 at 12:00 p.m. (Toronto time). The proposed transactions require approval by at least two-thirds of the votes cast at the shareholder meeting. The board of directors of the company is unanimously recommending that shareholders vote in favor. Woodbridge has indicated that it plans to do so and, accordingly, it is expected that the shareholder vote will pass. The proposed transactions also require the approval of the Ontario Superior Court of Justice (Commercial List). If shareholder and court approval are obtained, Thomson Reuters expects to effect the proposed transactions in early May.

Full details of the proposed return of capital and share consolidation transactions will be described in the company's management proxy circular and other related materials. Those documents are expected to be mailed or otherwise distributed to shareholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR+ at www.sedarplus.ca and made available without charge on EDGAR at www.sec.gov, and posted on the company's website at tr.com, in mid-March.

Thomson Reuters
Thomson Reuters (TSX/Nasdaq: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, audit, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are forward-looking statements within the meaning of Canadian and U.S. securities laws, including statements relating to the company's plans to repurchase up to US$600 million of its common shares; the timing for the approval and implementation of the return of capital and share consolidation transactions, and the filing of materials related thereto; and the anticipated tax treatment for shareholders participating in the return of capital and share consolidation transactions and those opting out of the return of capital. These forward-looking statements are based on certain assumptions and reflect our company's current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including other factors discussed in materials that Thomson Reuters from time to time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that the return of capital and share consolidation transactions will be completed or that other events described in any forward-looking statement will materialize. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA Samina Ansari Director, Corporate Affairs +1 447788529542 samina.ansari@tr.com

INVESTORS Gary Bisbee, CFA Head of Investor Relations +1 646 540 3249 gary.bisbee@tr.com

 

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SOURCE Thomson Reuters

FAQ

What is Thomson Reuters (TRI) announcing on February 25, 2026 regarding buybacks?

Thomson Reuters announced an amended NCIB to repurchase up to US$600 million in shares. According to the company, the NCIB increases the cap to 16 million shares (~3.55% of outstanding) and becomes effective February 27, 2026.

How much cash will Thomson Reuters (TRI) return to shareholders and when is it expected?

Thomson Reuters will return US$605 million to shareholders via a special cash distribution. According to the company, the transactions are expected to be completed in early May 2026, subject to shareholder and court approvals.

What shareholder approvals does Thomson Reuters (TRI) need for the return of capital and consolidation?

The proposed transactions require approval by at least two-thirds of votes and Ontario Superior Court approval. According to the company, a special meeting is scheduled for April 28, 2026 at 12:00 p.m. Toronto time.

How will the share consolidation work for Thomson Reuters (TRI) after the cash distribution?

The share consolidation (reverse split) will proportionally reduce outstanding shares based on recent Nasdaq VWAP. According to the company, the consolidation ratio will use the five trading days' volume-weighted average price prior to effectiveness.

What options do taxable non-Canadian shareholders of Thomson Reuters (TRI) have for the return of capital?

Taxable non-Canadian shareholders may opt out of the return of capital and keep their current shares. According to the company, opt-outs will not receive the special cash distribution and should consult tax advisors.