Thomson Reuters Reminds Non-Canadian Taxable Shareholders of "Opt-Out" Alternative for Return of Capital

Rhea-AI Summary

Thomson Reuters (TSX/Nasdaq: TRI) reminded non-Canadian taxable shareholders they can opt out of a proposed return of capital tied to a share consolidation. The plan includes a US$605 million special cash distribution (about US$1.36 per share estimate) and a proportional reverse stock split.

Opt-out eligibility is limited to certain non-Canadian taxpayers; registered opt-out elections must be received by 5:00 p.m. EDT on April 27, 2026. The company warned tax consequences are complex and urged consultation with advisors.

Positive

• US$605 million special cash distribution announced
• Approx. US$1.36 cash per common share (estimate)
• Canadian tax treatment expected to be generally tax-free for residents
• Opt-out preserves current share count and voting interest for eligible shareholders

Negative

• Complex cross-border tax consequences for non-Canadian taxable shareholders
• Opt-out action required and deadlines may be earlier via intermediaries
• Share consolidation will reduce participating shareholders’ post-transaction share count

News Market Reaction – TRI

+5.06%

+5.06% Session close to close

In the Apr 15 session, TRI gained 5.06%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +5.1% in the session following this news. A strong positive reaction aligns with ren...

Analysis

The stock moved +5.1% in the session following this news. A strong positive reaction aligns with renewed focus on the mechanics of the US$605 million return of capital and related share consolidation. Earlier, the March US$1.36-per-share proposal drew only modest moves. Clarifying opt‑out eligibility and deadlines for non‑Canadian taxpayers may have reduced uncertainty around tax treatment and post‑transaction share counts. With TRI still trading well below its 52‑week high and under its 200‑day MA, investors weighed capital return benefits against a longer‑term downtrend.

Key Figures

Special cash distribution: US$605 million Cash per share: US$1.36 per common share Opt-out deadline: 5:00 p.m. EDT on April 27, 2026 +5 more

8 metrics

Special cash distribution US$605 million Aggregate proposed return of capital

Cash per share US$1.36 per common share Estimated distribution based on shares as of March 6, 2026

Opt-out deadline 5:00 p.m. EDT on April 27, 2026 Registered shareholders’ opt-out election deadline with Computershare

Share price $87.98 Pre-news current price for TRI

52-week high $218.42 52-week trading range high

52-week low $79.71 52-week trading range low

Market cap $36,959,660,294 Pre-news market capitalization

Short interest 8.16% Reported short position as percent of float

Historical Context

5 past events · Latest: Apr 01 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 01	Earnings date set	Neutral	-2.1%	Announced timing and access details for Q1 2026 earnings release and call.
Mar 25	Strategic partnership	Positive	+0.0%	Announced integration partnership with Smokeball to enhance legal tech ecosystem.
Mar 13	Capital return plan	Positive	-1.9%	Filed circular for US$605M special distribution and proportional share consolidation.
Mar 09	Conference appearance	Neutral	+0.1%	Announced participation in Bank of America 2026 Information and Business Services Conference.
Mar 05	Annual report filing	Neutral	+1.9%	Filed 2025 annual report with audited financials and MD&A on regulatory platforms.

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

Pattern Detected

Recent TRI news items, including filings around the proposed US$605M return of capital, have typically produced modest single-day price moves, with no consistent pattern of strong rallies or selloffs around announcements.

Recent Company History

Over the past six weeks, Thomson Reuters has focused on routine corporate disclosure and capital allocation steps. It filed its 2025 annual report on March 5, 2026, then outlined the proposed US$605 million special distribution and proportional share consolidation on March 13, 2026. Subsequent items included a Bank of America conference appearance and scheduling of first‑quarter 2026 earnings for May 5, 2026. Today’s reminder clarifies opt‑out mechanics for certain non‑Canadian taxpayers, building directly on the March capital return circular.

Key Terms

return of capital, reverse stock split, volume weighted average trading price, share consolidation, +2 more

6 terms

return of capital financial

"reminded its shareholders who are taxable in a jurisdiction outside of Canada that they can "opt out" of the company's proposed return of capital."

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.

reverse stock split financial

"a consolidation of the company's outstanding common shares (or "reverse stock split") on a basis that is proportional"

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 weighted average trading price technical

"where X is the volume weighted average trading price of Thomson Reuters shares on the Nasdaq for the five trading days"

Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.

share consolidation financial

"and a consolidation of the company's outstanding common shares (or "reverse stock split") on a basis that is proportional"

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.

plan of arrangement regulatory

"Pursuant to the terms of the plan of arrangement to implement the return of capital and share consolidation transactions"

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.

New Common Share regulatory

"each issued and outstanding non-participating share will be exchanged for one New Common Share"

A new common share is an additional unit of ordinary ownership that a company issues and sells after its original shares are already trading. For investors it works like adding another slice to a company’s pie: it gives the buyer the same voting rights and claim on profits as existing shares but can reduce each existing holder’s percentage ownership and earnings per share, while providing the company fresh capital for growth or debt repayment.

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Action is required to opt out

Opt-out deadlines vary by intermediary and may be earlier than April 27, 2026

TORONTO, April 14, 2026 /PRNewswire/ -- Thomson Reuters (TSX/Nasdaq: TRI) today reminded its shareholders who are taxable in a jurisdiction outside of Canada that they can "opt out" of the company's proposed return of capital. For shareholders who are subject to income tax outside Canada, opting out of the return of capital may be preferable to participating in the return of capital.

As described in the company's management proxy circular dated March 13, 2026 (the "Circular"), the proposed 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 March 6, 2026 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.

The return of capital is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. As a result, Canadian resident shareholders are generally not eligible to opt out of the return of capital. Eligibility criteria for opting out of the return of capital is set out below.

Opting out

• What happens if you opt out: If you're eligible to opt out of the return of capital and choose to do so, you will not receive the special cash distribution. Each opting-out shareholder will still participate in the proposed 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.

• Process: If you're a non-registered holder (i.e., you hold shares through a bank or broker), follow your bank or broker's instructions if you'd like to opt out of the return of capital. You should contact your bank or broker if you have not received information regarding how to opt out of the return of capital. Registered shareholders should follow instructions sent to them by Computershare Trust Company of Canada, including depositing with Computershare a duly completed opt-out election and certification form prior to 5:00 p.m. EDT on April 27, 2026.

• Deadline: Any opt-out elections should be completed by the deadline set by your bank/broker or Computershare (depending on whether you're a non-registered or registered holder).

If you're not eligible to opt out of the return of capital or are eligible to opt out but decide not to, no action is required to participate in the return of capital.

Tax Consequences

The Canadian and U.S. tax consequences of the proposed return of capital and share consolidation transactions are complex. Shareholders are encouraged to review the Circular and related materials carefully and to consult their financial, tax and legal advisors before making a decision with respect to the transactions, including any decision to opt out of the return of capital.

Conversion and Share Consolidation Ratios

Pursuant to the terms of the plan of arrangement to implement the return of capital and share consolidation transactions, each issued and outstanding non-participating share will be exchanged for one New Common Share and, after the return of capital to participating shareholders, each issued and outstanding New Common Share will be exchanged for a number of common shares equal to the Conversion Ratio and each issued and outstanding common share will then be consolidated into a number of post-consolidation shares equal to the Share Consolidation Ratio. Accordingly, non-participants in the return of capital will still participate in the share consolidation but will ultimately hold the same number of common shares as prior to the transactions, and participating shareholders will hold a fewer number of common shares to reflect the return of capital received.

Below is a description of the Conversion and Share Consolidation Ratios, as well as a numerical example:

The "Conversion Ratio" will be calculated as follows:

1                           1-(Cash Distribution Per Share / $X)

where X is the volume weighted average trading price of Thomson Reuters shares on the Nasdaq for the five trading days on which Thomson Reuters shares trade on the Nasdaq immediately preceding the effective date of the transactions.

The "Share Consolidation Ratio" will be calculated as follows:

$X-Cash Distribution Per Share $X

where X is the volume weighted average trading price of Thomson Reuters shares on the Nasdaq for the five trading days on which Thomson Reuters shares trade on the Nasdaq immediately preceding the effective date of the transactions.

The Conversion and Share Consolidation Ratios will be fixed after close of business on the last trading day preceding the effective date of the transactions in order to allow Thomson Reuters to consolidate the common shares on a basis that is proportional to the return of capital distribution.

The foregoing discussion of the Conversion and Share Consolidation Ratios is intended to provide a general summary only. Shareholders are encouraged to read the Circular in its entirety.

Additional information and assistance

To be eligible to opt out of the return of capital, a shareholder must be an "Eligible Opt-Out Shareholder," which means a shareholder (whether registered or non-registered) who is (a) not a resident of Canada for Canadian federal income tax purposes and is subject to income tax in a jurisdiction other than Canada (and is not exempt from income tax in that jurisdiction) or (b) an individual who is a resident of Canada for Canadian federal income tax purposes and who is also subject to income tax in a jurisdiction other than Canada as a resident of that other jurisdiction (and is not exempt from income tax in that other jurisdiction).

Details of the return of capital and share consolidation transactions (including information regarding the opt-out right and tax considerations) are described in the Circular and related materials, which are available on www.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 were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.

Registered shareholders who have questions or need assistance 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 transactions 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, including 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

What is the return of capital announced by Thomson Reuters (TRI) on April 14, 2026?

It is a combined US$605 million special cash distribution and proportional share consolidation. According to the company, the transaction includes an estimated US$1.36 per share cash distribution and a reverse split tied to that distribution.

Who is eligible to opt out of the TRI return of capital and keep their share count?

Eligible opt-out shareholders are certain non-Canadian taxpayers and dual-resident individuals. According to the company, eligibility requires being subject to income tax outside Canada and not exempt in that jurisdiction.

How do TRI shareholders opt out and what is the deadline to act?

Non-registered holders must follow their bank or broker; registered holders must file with Computershare. According to the company, registered opt-out elections must arrive by 5:00 p.m. EDT on April 27, 2026.

Will participating TRI shareholders receive cash and how will the consolidation affect shares?

Participating shareholders will receive the special cash distribution and undergo a proportional share consolidation. According to the company, participating holders will hold fewer common shares after consolidation reflecting the cash returned.

What are the tax implications for TRI shareholders considering opting out?

Tax consequences vary and can be complex across jurisdictions; consultation is advised. According to the company, shareholders should review the Circular and consult financial, tax and legal advisors before deciding.