Thomson Reuters Files Documents for Proposed Return of Capital and Share Consolidation Transactions

Rhea-AI Summary

Thomson Reuters (TSX/Nasdaq: TRI) filed its management proxy circular for a special meeting on April 28, 2026 to seek shareholder approval for a US$605 million special cash distribution (about US$1.36 per share estimated) followed by a proportional share consolidation (reverse stock split).

The consolidation ratio will be set using the five-day VWAP on Nasdaq prior to the return of capital. Eligible non-Canadian shareholders may opt out and retain their pre-transaction share counts.

Positive

• US$605 million special cash distribution announced
• ~US$1.36 estimated cash per common share
• Return of capital is generally expected to be tax-free in Canada

Negative

• Proposed share consolidation (reverse stock split) will reduce outstanding share count
• Eligible Opt-Out Shareholders will forgo the cash distribution if they opt out
• Consolidation ratio is undetermined, creating uncertainty on post-split float and liquidity

Argus Mar 16 session

-0.22% close to close Open Argus

Details

News Market Reaction – TRI

In the Mar 16 session, TRI declined 0.22%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement advances previously disclosed plans for a US$605 million return of capital paired ...

Analysis

This announcement advances previously disclosed plans for a US$605 million return of capital paired with a proportional share consolidation. The filing of the management proxy circular and meeting materials formalizes the process ahead of the April 28, 2026 special meeting. Key items to monitor include shareholder approval, the final consolidation ratio based on the 5-day Nasdaq VWAP, and participation choices by non-Canadian shareholders eligible to opt out of the distribution.

Key Figures

Special cash distribution: US$605 million Per-share distribution: US$1.36 per common share VWAP period: 5 trading days +5 more

Special cash distribution

US$605 million

Aggregate proposed return of capital

Per-share distribution

US$1.36 per common share

Estimated based on shares outstanding at record date

VWAP period

5 trading days

Nasdaq VWAP period before return of capital effective date

Special meeting date

April 28, 2026

Shareholder vote on return of capital and share consolidation

Meeting time

9:00 a.m. EDT

Rescheduled time for April 28, 2026 special meeting

Record date cutoff

5:00 p.m. EDT, March 6, 2026

Holders entitled to vote at special meeting

Toll-free shareholder line

1.800.564.6253

Computershare contact for registered shareholders in Canada and U.S.

Information Agent toll-free

1.800.967.5068

D.F. King contact for questions on the transaction

Historical Context

5 past events · Latest: Mar 09

5 events

1. Mar 09

   Conference presentation

   24h Move

   +0.1%

   Announcement of presentation at Bank of America 2026 conference.

2. Mar 05

   Annual report filing

   24h Move

   +1.9%

   Filing of 2025 annual report with audited financial statements.

3. Mar 02

   CFO transition

   24h Move

   +3.2%

   Planned CFO retirement and appointment of new CFO with defined timing.

4. Feb 26

   Conference presentation

   24h Move

   +0.5%

   Notice of participation at Scotiabank TMT conference with technology focus.

5. Feb 25

   Buyback and capital return

   24h Move

   +10.3%

   Announcement of US$600M NCIB and US$605M return of capital plus consolidation.

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

Key Terms

management proxy circular, return of capital, share consolidation, reverse stock split, +3 more

7 terms

management proxy circular regulatory

"today filed its management proxy circular and related documents in connection"

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.

return of capital financial

"approve the proposed return of capital and share consolidation transactions"

Return of capital is when an investor receives money from their investment that is not considered profit or earnings but rather a portion of the original amount they invested. It’s similar to getting back part of your initial savings rather than gains from it. This matters because it can affect how much money an investor still has in the investment and may have tax implications.

share consolidation financial

"proposed return of capital and share consolidation transactions, among other items"

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 technical

"consolidation of outstanding common shares (or "reverse stock split") on a basis"

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.

volume weighed average trading price technical

"ratio will be based on the volume weighed average trading price of the common"

Volume weighed average trading price is the average price at which a stock trades over a given period, where each trade’s price is counted more if that trade was larger. Think of adding up all dollars exchanged and dividing by total shares—big trades move the average more than small ones. Investors use it as a benchmark to judge trade execution and intraday price trends: buying below it may signal a good execution, while persistent trading above or below it can indicate short-term strength or weakness.

record date regulatory

"based on the number of common shares issued and outstanding as of the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

special meeting regulatory

"upcoming special meeting at which shareholders will be asked to approve"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

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TORONTO, March 13, 2026 /PRNewswire/ -- Thomson Reuters (TSX/Nasdaq: TRI) today filed its management proxy circular and related documents in connection with the upcoming special meeting at which shareholders will be asked to approve the proposed return of capital and share consolidation transactions, among other items. The management proxy circular and related documents are available online and for pick-up, as set out below.

The transactions consists 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 and assuming no shareholders opt-out of the return of capital) followed by a consolidation of outstanding common shares (or "reverse stock split") on a basis that is proportional to the special cash distribution. The share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC ("Nasdaq") for the five trading days immediately prior to the return of capital 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. Shareholders who are taxable in a jurisdiction outside of Canada (including taxable U.S. resident shareholders and others) ("Eligible Opt-Out Shareholders") 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. If an Eligible Opt-Out Shareholder chooses to opt out, it will not receive the cash distribution and will continue to hold the same number of shares that it currently holds.

Details of the transaction (including information regarding the opt-out right) are described in the management proxy circular and related materials, which are available on thomsonreuters.com in the "Investor Relations" section. The documents were filed with the Canadian securities regulatory authorities on SEDAR+ and are available at www.sedarplus.com. The documents will also be furnished to the U.S. Securities and Exchange Commission through EDGAR and when filed, will be available at www.sec.gov. The documents will also be available for pick-up, free of charge, at Computershare Investor Services Inc.'s offices in Toronto, Montreal, Vancouver and Calgary. Please contact Computershare Investor Services Inc. using the phone numbers set out below for the addresses of those offices.

The special meeting of shareholders will be held on Tuesday, April 28, 2026 at 9:00 a.m. EDT (changed from the original planned time of 12:00 p.m.). The meeting will be a webcast on thomsonreuters.com in the "Investor Relations" section. Holders of Thomson Reuters common shares as of 5:00 p.m. EDT on March 6, 2026 are entitled to vote at the meeting.

Registered shareholders who have questions or need assistance voting their shares may contact Computershare Investor Services Inc. at 1.800.564.6253 (toll-free in Canada and the U.S.) or at 1.514.982.7555 (outside Canada and the U.S.). Non-registered shareholders who hold their shares indirectly through an intermediary (such as an investment dealer, stock broker, bank, trust company or other nominee) should contact their intermediary if they have questions or need assistance. Shareholders who have questions or need assistance may also contact D.F. King & Co., Inc., who is acting as Information Agent for the transaction, at 1.800.967.5068 (toll-free in Canada and the U.S.) or at 1.212.561.5870 (outside Canada and the U.S., banks, brokers and collect calls) or at the following email address: tri@dfking.com.

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. These statements relating to the return of capital and share consolidation transactions and the anticipated tax treatment for shareholders participating in the return of capital and those opting out. 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 is the size and per-share amount of Thomson Reuters (TRI) return of capital?

The return of capital totals US$605 million, approximately US$1.36 per common share. According to the company, the per-share estimate assumes outstanding shares as of the record date and no opt-outs.

When will the Thomson Reuters (TRI) shareholder special meeting take place to vote on the transaction?

The special meeting is scheduled for April 28, 2026 at 9:00 a.m. EDT. According to the company, the meeting will be webcast on the investor relations website for remote access.

How will the Thomson Reuters (TRI) share consolidation (reverse split) be determined?

The consolidation ratio will be based on the five trading day VWAP on Nasdaq immediately prior to the return of capital becoming effective. According to the company, this ties the ratio to recent market prices.

Can non-Canadian Thomson Reuters (TRI) shareholders opt out of the return of capital?

Yes. Eligible non-Canadian shareholders may opt out and will not receive the cash distribution. According to the company, opt-out rights are provided due to differing tax consequences outside Canada.

Where can Thomson Reuters (TRI) shareholders find the proxy materials and filing details?

Proxy materials are available on the company investor relations website and filed on SEDAR+ and EDGAR. According to the company, printed copies are also available for pick-up at specified Computershare offices.

How will the proposed return of capital affect TRI shareholders who opt out?

Opt-out shareholders will retain their current share count but will not receive the US$1.36 per-share cash. According to the company, this preserves their pre-transaction holdings for tax or jurisdictional reasons.