Thomson Reuters Announces Pricing of Public Offering of US$1,300,000,000 Notes and Canadian Private Placement of C$1,000,000,000 Notes

Thomson Reuters adds multi-currency fixed and floating rate funding, planning to use proceeds mainly for general corporate purposes and debt repayment.

Rhea-AI Summary

Thomson Reuters (TRI) priced US$1.3 billion of US notes and C$1.0 billion of Canadian notes on September 10, 2026.

The US offering by TR Finance LLC covers US$800 million of 5.100% notes due 2028 and US$500 million of 5.750% notes due 2033. The Canadian private placement by Thomson Reuters Corporation comprises C$350 million of 4.130% notes due 2029, C$350 million of 4.480% notes due 2031 and C$300 million of floating rate notes due 2029 bearing daily compounded CORRA plus 0.76% per annum. Net proceeds are expected to be approximately US$1,294,842,000 and C$997,027,500 and are planned for general corporate purposes, including repayment of commercial paper. Both offerings are expected to close on September 17, 2026 and will be fully and unconditionally guaranteed by certain subsidiaries.

Positive

• US notes priced for US$1,300,000,000 total, with net proceeds of approximately US$1,294,842,000
• Canadian notes priced for C$1,000,000,000 total, with net proceeds of approximately C$997,027,500
• Staggered maturities across 2028, 2029, 2031 and 2033 diversify the company’s debt profile
• Proceeds use includes repayment of existing indebtedness under the commercial paper program

Negative

• Additional gross debt of US$1,300,000,000 and C$1,000,000,000 increases future interest obligations
• Closings are pending, with both offerings only expected to close on September 17, 2026

News Explained

The priced notes add financing obligations without a disclosed share-count increase; closing remains pending.

Thomson Reuters has priced a U.S. public offering by TR Finance LLC and a Canadian private placement by TRC; both remain expected to close on September 17, 2026, so the financing is priced but not yet disclosed as completed.

If completed, the notes would require stated interest payments and repayment at their maturity dates, including a floating-rate obligation tied to CORRA plus 0.76% per annum.

The release discloses no share issuance or conversion terms; accordingly, it does not establish dilution of existing common ownership, while it does establish financing obligations.

Key Figures

U.S. notes principal: US$1,300,000,000 Canadian notes principal: C$1,000,000,000 U.S. net proceeds: US$1,294,842,000 +4 more

U.S. notes principal

US$1,300,000,000

5.100% notes due 2028 and 5.750% notes due 2033

Canadian notes principal

C$1,000,000,000

Fixed-rate notes due 2029 and 2031 plus floating-rate notes due 2029

U.S. net proceeds

US$1,294,842,000

Expected proceeds from the U.S. notes issuance

Canadian net proceeds

C$997,027,500

Expected proceeds from the Canadian private placement

Fixed note interest rates

5.100% and 5.750%

U.S. notes due 2028 and 2033

Floating note interest rate

Daily compounded CORRA plus 0.76% per annum

Canadian floating-rate notes due 2029

Expected closing date

September 17, 2026

U.S. offering and Canadian private placement

Key Terms

private placement, floating rate notes, corra, shelf registration statement

4 terms

private placement financial

"a Canadian private placement by Thomson Reuters Corporation"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

floating rate notes financial

"C$300,000,000 aggregate principal amount of floating rate notes due 2029"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

corra financial

"daily compounded CORRA plus 0.76% per annum"

CORRA is the Canadian Overnight Repo Rate Average, a short-term benchmark that reflects the typical cost of secured overnight borrowing in Canada’s money market. Investors use it like a thermometer for short-term interest conditions: changes in CORRA shift expectations for borrowing costs and return benchmarks, which influences pricing on floating-rate loans, bonds, derivatives and the financing costs of companies.

shelf registration statement regulatory

"as part of an effective joint shelf registration statement on Forms F-10 and F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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TORONTO, Sept. 10, 2026 /PRNewswire/ -- Thomson Reuters (TSX/Nasdaq: TRI) announced today the pricing of

• a U.S. public offering by its subsidiary, TR Finance LLC, of (i) US$800,000,000 aggregate principal amount of 5.100% notes due 2028 and (ii) US$500,000,000 aggregate principal amount of 5.750% notes due 2033 (collectively, the "US Notes"); and
• a Canadian private placement by Thomson Reuters Corporation ("TRC") of (i) C$350,000,000 aggregate principal amount of 4.130% notes due 2029, (ii) C$350,000,000 aggregate principal amount of 4.480% notes due 2031, and (iii) C$300,000,000 aggregate principal amount of floating rate notes due 2029 that will bear interest at a rate equal to daily compounded CORRA plus 0.76% per annum (the "Floating Rate Notes" and, collectively, the "Canadian Notes" and, together with the US Notes, the "Notes").

The offering of the US Notes and the private placement of the Canadian Notes are each expected to close on September 17, 2026. The net proceeds from the issuance of the US Notes and the Canadian Notes will be approximately US$1,294,842,000 and C$997,027,500, respectively. Thomson Reuters plans to use the net proceeds from both offerings for general corporate purposes, including, without limitation, to repay existing indebtedness under its commercial paper program.

Interest on the US Notes and the fixed rate Canadian Notes will be payable semi-annually in arrears and interest on the Floating Rate Notes will be payable quarterly in arrears.

The US Notes will be issued by TR Finance LLC, a Delaware subsidiary of TRC, and will be fully and unconditionally guaranteed by TRC, and will also be guaranteed by certain subsidiary guarantors. The Canadian Notes will be issued by TRC and will be fully and unconditionally guaranteed by certain subsidiary guarantors.

The US Notes will be issued through a syndicate of underwriters co-led by RBC Capital Markets, BofA Securities, Barclays and Mizuho pursuant to a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission ("SEC") as part of an effective joint shelf registration statement on Forms F-10 and F-3. The offering of the US Notes will also be made on a private placement basis in Canada. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus and prospectus supplement relating to the offering of the US Notes may also be obtained from Thomson Reuters by contacting the media contacts set out below, or by contacting: RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Syndicate Operations, by telephone at 1-866-375-6829, by fax at 1-212-428-6308 or by email at rbcnyfixedincomeprospectus@rbccm.com; BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; and Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, NY 10020, Attention: Debt Capital Markets, or by telephone at 1-866-271-7403. Before you invest, you should read these documents and the documents incorporated by reference therein for more complete information about Thomson Reuters and the offering.

The Canadian Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and applicable state securities laws. The offering of the Canadian Notes is being made exclusively to persons resident in a Canadian province, on a private placement basis through a syndicate of agents co-led by RBC Capital Markets, BMO Capital Markets and TD Securities. The Canadian Notes will not be sold to investors outside of Canada.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws, including, but not limited to, Thomson Reuters' expectations about the proposed offerings, the expected closing date of the offerings and the planned use of proceeds of both offerings. The words "will", "expect", "believe", "target", "estimate", "could", "should", "intend", "predict", "project" and similar expressions identify forward-looking statements. While the company believes that it has a reasonable basis for making forward-looking statements in this news release, they are not a guarantee of future performance or outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company's control and the effects of them can be difficult to predict. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this news release. Except as may be required by applicable law, Thomson Reuters disclaims any intention or obligation to update or revise any forward-looking statements.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-32 in the "Risk Factors" section of the company's 2025 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities, which are available at www.sedarplus.ca, and the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov.

About 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.

CONTACTS

MEDIA
Zoe Zanettos
Corporate Affairs
zoe.zanettos@thomsonreuters.com

INVESTORS
Gary E. Bisbee, CFA
Head of Investor Relations
gary.bisbee@thomsonreuters.com

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SOURCE Thomson Reuters

FAQ

What are the specific terms of the US dollar notes issued by TR Finance LLC?

The US notes consist of US$800,000,000 aggregate principal amount of 5.100% notes due 2028 and US$500,000,000 aggregate principal amount of 5.750% notes due 2033. Interest is payable semi-annually in arrears. The notes are issued by TR Finance LLC, fully and unconditionally guaranteed by Thomson Reuters Corporation, and also guaranteed by certain subsidiary guarantors.

What are the terms of the Canadian notes and how is the floating rate determined?

The Canadian notes include C$350,000,000 of 4.130% notes due 2029, C$350,000,000 of 4.480% notes due 2031 and C$300,000,000 of floating rate notes due 2029. The floating rate notes bear interest at a rate equal to daily compounded CORRA plus 0.76% per annum. Interest on the fixed rate notes is payable semi-annually in arrears, while interest on the floating rate notes is payable quarterly in arrears.

Who can purchase the US notes and how are they being offered?

The US notes are being offered publicly in the United States through a syndicate of underwriters co-led by RBC Capital Markets, BofA Securities, Barclays and Mizuho under a prospectus supplement and accompanying prospectus filed with the SEC as part of an effective joint shelf registration statement. The US notes will also be offered on a private placement basis in Canada.

Who is eligible to purchase the Canadian notes?

The Canadian notes are being offered exclusively on a private placement basis to persons resident in a Canadian province through a syndicate of agents co-led by RBC Capital Markets, BMO Capital Markets and TD Securities. The Canadian notes will not be sold to investors outside of Canada and are not registered under the U.S. Securities Act of 1933.

What guarantees back the Canadian notes?

The Canadian notes will be issued by Thomson Reuters Corporation and will be fully and unconditionally guaranteed by certain subsidiary guarantors.

When are the offerings expected to close?

The offering of the US notes and the private placement of the Canadian notes are each expected to close on September 17, 2026.