Thomson Reuters Announces Voting Results of Return of Capital and Share Consolidation Transactions

Thomson Reuters (TSX/Nasdaq: TRI) announced shareholder approval of a plan of arrangement to implement a US$605 million special cash distribution (estimated at ~US$1.36 per common share) and a proportional share consolidation (reverse stock split).

Rhea-AI Summary

Thomson Reuters (TSX/Nasdaq: TRI) announced shareholder approval of a plan of arrangement to implement a US$605 million special cash distribution (estimated at ~US$1.36 per common share) and a proportional share consolidation (reverse stock split).

The plan remains subject to final Ontario Superior Court and TSX/Nasdaq approvals; a court hearing is scheduled for April 29, 2026. If approved, the company will set the actual cash-per-share and consolidation ratio after 4:00pm ET on May 1, 2026, the arrangement becomes effective at 3:01am ET on May 4, 2026, and post-consolidation shares are expected to trade under a new CUSIP that day.

Positive

• Aggregate special cash distribution of US$605 million
• Estimated ~US$1.36 per common share (based on record date shares and no opt-outs)
• Clear timetable: cash-per-share and ratio to be set after 4:00pm ET on May 1, 2026
• Post-consolidation trading expected to begin May 4, 2026 under a new CUSIP

Negative

• Transactions are subject to final Ontario Superior Court and TSX/Nasdaq approvals
• Final cash-per-share and consolidation ratio may change based on participating shares
• Shareholders who opted out will not receive the cash distribution

Argus Apr 29 session

+3.78% close to close Open Argus

Details

News Market Reaction – TRI

On Apr 29, the first trading day after this news, TRI closed 3.78% above the previous close.

Data tracked by StockTitan Argus for the Apr 29 session.

Key Figures

Special cash distribution: US$605 million Per-share distribution: US$1.36 per common share Court hearing date: April 29, 2026 +2 more

Special cash distribution

US$605 million

Aggregate return of capital tied to share consolidation

Per-share distribution

US$1.36 per common share

Estimated based on shares outstanding at record date

Court hearing date

April 29, 2026

Final order hearing for plan of arrangement

Distribution determination time

After 4:00 p.m. (Toronto time) on May 1, 2026

Timing to set actual cash per share and consolidation ratio

Effective time

3:01 a.m. (Toronto time) on May 4, 2026

Planned effective time of the plan of arrangement

Historical Context

5 past events · Latest: Apr 14

5 events

1. Apr 14

   Capital return reminder

   24h Move

   +5.1%

   Reminder of opt-out alternative for proposed capital return and share consolidation.

2. Apr 01

   Earnings scheduling

   24h Move

   -2.1%

   Announcement of Q1 2026 earnings release date and webcast details.

3. Mar 25

   Strategic partnership

   24h Move

   +0.0%

   Partnership with Smokeball to integrate legal technology platforms and tools.

4. Mar 13

   Capital return filing

   24h Move

   -1.9%

   Filing of proxy circular for US$605M special cash distribution and reverse split.

5. Mar 09

   Conference appearance

   24h Move

   +0.1%

   Planned presentation at a Bank of America information and business services conference.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

share consolidation, reverse stock split, plan of arrangement, CUSIP, +2 more

6 terms

share consolidation financial

"the return of capital and share consolidation transactions consist of a special cash"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

reverse stock split financial

"a consolidation of the company's outstanding common shares (or "reverse stock split")"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

plan of arrangement regulatory

"Shareholders approved a plan of arrangement to implement the company's proposed return"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

CUSIP technical

"shares are expected to begin trading on the TSX and Nasdaq under a new CUSIP"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

EDGAR regulatory

"also furnished to the U.S. Securities and Exchange Commission through EDGAR and are"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

SEDAR+ regulatory

"previously filed with the Canadian securities regulatory authorities on SEDAR+ and are"

SEDAR+ is Canada’s centralized online system where publicly traded companies submit required regulatory documents such as financial reports, prospectuses and disclosure statements. It gives investors a single, searchable place — like a public library or online filing cabinet — to check a company’s official records for transparency, compare performance, and verify material information before making investment decisions.

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TORONTO, April 28, 2026 /PRNewswire/ -- Thomson Reuters (TSX/Nasdaq: TRI) today announced the voting results for its proposed return of capital and share consolidation transactions at its special meeting of shareholders held in-person today.

Shareholders approved a plan of arrangement to implement the company's proposed return of capital and share consolidation transactions. A final report on voting results will be filed by the company with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission. As described in the company's management proxy circular dated March 13, 2026 (the "Circular"), the return of capital and share consolidation transactions consist of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 per common share (estimated based on the number of common shares issued and outstanding as of the record date for the special meeting and assuming no shareholders opt-out of the return of capital), and a consolidation of the company's outstanding common shares (or "reverse stock split") on a basis that is proportional to the special cash distribution.

Timeline/Next Steps

The plan of arrangement for the return of capital and share consolidation transactions is subject to final approval by the Ontario Superior Court of Justice as well as the Toronto Stock Exchange (TSX) and the Nasdaq. The Court hearing for a final order to approve the plan of arrangement is scheduled to take place on April 29, 2026.

If those final approvals are received:

• Thomson Reuters will determine the actual cash distribution per share and the share consolidation ratio after 4:00pm (Toronto time) on May 1, 2026 based on the number of participating shares, and will issue a news release later that day with applicable information to shareholders;
• The plan of arrangement will become effective at 3:01 a.m. (Toronto time) on May 4, 2026, and the post-consolidation shares are expected to begin trading on the TSX and Nasdaq under a new CUSIP when markets open that day;
• As promptly as practicable after the transactions are effective, the company's depositary for the transactions (Computershare Investor Services Inc.) will deliver cash distribution amounts to registered participating shareholders, subject to the terms and conditions of the transactions. The effects of the share consolidation will be reflected in the company's share register. Beneficial or non-registered shareholders participating in the return of capital will receive cash distributions from their intermediary and the effects of the share consolidation will be recorded in their accounts; and
• Eligible shareholders who duly exercised their right to opt out of the return of capital will not receive the cash distribution. Each opting-out shareholder will still participate in the transactions through a share exchange and the share consolidation but will continue to hold the same number of shares that it currently holds. Such opting-out shareholders will realize a proportionate increase in their equity and voting interests in the company by virtue of the consolidation of the participating shares under the share consolidation. The opt-out deadline for registered shareholders passed yesterday.

Further details of the proposed return of capital and share consolidation transactions are described in the Circular and related materials, which are available on www.thomsonreuters.com/2026specialmeeting. The return of capital and share consolidation documents were previously filed with the Canadian securities regulatory authorities on SEDAR+ and are available at www.sedarplus.ca. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and 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 the world's leading provider of trusted journalism and news. For more information, visit thomsonreuters.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are forward-looking within the meaning of applicable Canadian and U.S. securities laws, including the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the return of capital and share consolidation transactions. These forward-looking statements are based on certain assumptions, including shareholder approval of the transactions, 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 the risk 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
Zoe Zanettos
Director, Corporate Affairs
+1 647 202 8948
zoe.zanettos@thomsonreuters.com 

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

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SOURCE Thomson Reuters

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Thomson Reuters (TRI) shareholders approve on April 28, 2026?

Shareholders approved a plan of arrangement for a special cash distribution and share consolidation. According to the company, the arrangement implements a US$605 million aggregate cash return and a proportional reverse stock split.

How much cash will Thomson Reuters (TRI) return per share and when is it finalized?

The company estimated about US$1.36 per common share as an initial figure. According to the company, the actual cash-per-share will be determined after 4:00pm ET on May 1, 2026 based on participating shares.

When will the Thomson Reuters (TRI) share consolidation take effect and start trading?

If approved, the plan becomes effective at 3:01am ET on May 4, 2026 and post-consolidation shares are expected to trade that day. According to the company, trading will begin under a new CUSIP when markets open.

What approvals remain required for the TRI return of capital and consolidation?

Final approval from the Ontario Superior Court and listing approval from the TSX and Nasdaq remain required. According to the company, a court hearing is scheduled for April 29, 2026.

How will registered and beneficial shareholders receive the cash distribution for TRI?

Registered participating shareholders will receive cash from the depositary, Computershare, promptly after effectiveness. According to the company, beneficial shareholders will receive cash distributions through their intermediaries as practicable.

What happens if a Thomson Reuters (TRI) shareholder opted out of the return of capital?

Opting-out shareholders will not receive the cash distribution but will participate in the share consolidation. According to the company, opt-outs keep the same share count and gain proportionate equity and voting interest from consolidation.