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Baytex (NYSE: BTE) wins TSX nod to renew 70,899,359-share buyback program

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Form Type
6-K

Rhea-AI Filing Summary

Baytex Energy Corp. has renewed its normal course issuer bid after the Toronto Stock Exchange accepted its notice of intention. The program allows Baytex to repurchase up to 70,899,359 common shares from July 2, 2026 to July 1, 2027, representing 10% of its public float as of June 19, 2026, when 712,593,536 common shares were outstanding. Management positions the NCIB, alongside quarterly dividends, as a key element of shareholder returns and a way to enhance per share metrics. Under the prior NCIB, Baytex repurchased 56,372,803 shares at a weighted-average price of CAD $5.38, and all shares bought under the renewed bid will also be cancelled.

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Insights

Baytex renews authority to repurchase up to 10% of its float.

Baytex Energy has secured TSX approval to renew its normal course issuer bid, permitting repurchases of up to 70,899,359 common shares between July 2, 2026 and July 1, 2027. This represents 10% of its public float as of June 19, 2026.

The company highlights buybacks, together with quarterly dividends, as core components of shareholder returns. It also uses an automatic share purchase plan and Rule 10b5-1 trading plan with BMO to continue purchases during blackout periods, within TSX and U.S. securities rules.

Under the current NCIB, Baytex had already repurchased 56,372,803 shares at a weighted-average of CAD $5.38. The new authorization, daily TSX limits based on 6,839,053-share average volume, and the requirement that all repurchased shares be cancelled frame how much capital Baytex may allocate to buybacks over this 12‑month period.

New NCIB authorization 70,899,359 shares Maximum common shares repurchasable July 2, 2026–July 1, 2027
Public float percentage 10% New NCIB size as share of public float on June 19, 2026
Shares outstanding 712,593,536 shares Common shares outstanding as of June 19, 2026
Prior NCIB approval 66,244,464 shares Maximum shares approved under NCIB from July 2, 2025 to July 1, 2026
Prior NCIB repurchases 56,372,803 shares Aggregate shares repurchased under prior NCIB as of June 19, 2026
Average repurchase price CAD $5.38 per share Weighted-average price for prior NCIB buybacks, excluding brokerage fees
Average daily TSX volume 6,839,053 shares Most recent six-month period, used to set TSX NCIB limits
TSX daily purchase cap 1,709,763 shares 25% of average daily TSX volume for NCIB transactions
normal course issuer bid financial
"the Toronto Stock Exchange has accepted the company's notice of intention to renew its 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
"Baytex has also entered into an automatic share purchase plan/Rule 10b5-1 trading plan with BMO"
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.
Rule 10b5-1 trading plan regulatory
"automatic share purchase plan/Rule 10b5-1 trading plan with BMO allowing it to purchase common shares"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
public float financial
"represents 10% of Baytex's public float, as defined by the TSX, as of June 19, 2026"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
average daily trading volume market
"The average daily trading volume through the facilities of the TSX during the most recently completed six-month period was 6,839,053 common shares"
The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.
forward-looking statements regulatory
"Certain statements in this press release are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What did Baytex Energy (BTE) announce in its renewed NCIB?

Baytex Energy announced that the TSX accepted its renewed normal course issuer bid, allowing it to repurchase up to 70,899,359 common shares over July 2, 2026 to July 1, 2027. Repurchased shares will be cancelled as part of the company’s shareholder return strategy.

How large is Baytex Energy’s new share repurchase authorization?

The renewed NCIB authorizes Baytex Energy to buy back up to 70,899,359 common shares. This amount equals 10% of its public float as defined by the TSX on June 19, 2026, when the company had 712,593,536 common shares outstanding across all markets.

What were Baytex Energy’s results under the prior NCIB program?

Under the prior NCIB running from July 2, 2025 to July 1, 2026, Baytex obtained approval to repurchase up to 66,244,464 shares. As of June 19, 2026, it had bought 56,372,803 common shares at a weighted-average price of CAD $5.38 per share, excluding brokerage fees.

Where will Baytex Energy conduct share repurchases under the renewed NCIB?

Baytex plans to repurchase shares on the TSX, NYSE and alternative trading platforms in Canada and the United States. Purchases will follow applicable stock exchange rules, securities laws, Rule 10b-18 in the U.S., and TSX limits based on average daily trading volume.

How does Baytex Energy use automatic plans for NCIB share repurchases?

Baytex entered an automatic share purchase plan and Rule 10b5-1 trading plan with BMO Nesbitt Burns. These arrangements allow its designated broker to continue buying shares during blackout periods, based on pre-set instructions, while complying with TSX rules and applicable securities regulations.

What trading volume limits apply to Baytex Energy’s NCIB on the TSX?

The TSX calculated Baytex’s average daily trading volume at 6,839,053 common shares over the last six months. As a result, daily NCIB purchases through the TSX are limited to 1,709,763 shares, equal to 25% of that average, except for permitted block purchase exceptions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 Under the

Securities Exchange Act of 1934

For the month of June 2026

Commission File Number: 001-32754

BAYTEX ENERGY CORP.

(Exact name of registrant as specified in its charter)

2800, 520 - 3rd AVENUE S.W.

CALGARY, ALBERTA, CANADA

T2P 0R3

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):


The following document attached as an exhibit hereto is incorporated by reference herein:

Exhibit   Description
   
99.1   News Release dated June 26, 2026 - Baytex Announces Renewal of Normal Course Issuer Bid


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  BAYTEX ENERGY CORP.
     
  /s/ James R. Maclean
  Name: James R. Maclean
  Title: Chief Legal Officer & Corporate Secretary

Dated: June 26, 2026



BAYTEX ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

CALGARY, ALBERTA (June 26, 2026) - Baytex Energy Corp. ("Baytex" or the "company") (TSX:BTE) (NYSE:BTE) is pleased to announce that the Toronto Stock Exchange ("TSX") has accepted the company's notice of intention to renew its normal course issuer bid ("NCIB"). The renewed NCIB allows Baytex to purchase up to 70,899,359 common shares during the 12-month period commencing July 2, 2026 and ending July 1, 2027 or such earlier time as the NCIB is completed or terminated at the option of Baytex.

Baytex's shareholder returns include a combination of share repurchases and quarterly dividend payments. Renewing the NCIB provides Baytex with the flexibility to continue common share repurchases, which are an efficient means to return capital and improve per share metrics.

The number of shares authorized for purchase represents 10% of Baytex's public float, as defined by the TSX, as of June 19, 2026. On June 19, 2026 Baytex had 712,593,536 common shares outstanding. Purchases will be made on the open market through the facilities of the TSX, the New York Stock Exchange ("NYSE") and/or alternative trading platforms in Canada and the United States at market prices prevailing at the time of acquisition, as well as by other means permitted by stock exchange rules and securities laws including Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

As previously announced on July 14, 2025, Baytex obtained an exemption order from the Canadian securities regulators which permits Baytex to purchase up to 10% of the "public float" (within the meaning of the rules of the TSX) of its common shares through the NYSE and other U.S.-based trading systems (together with the New York Stock Exchange, "U.S. Markets"). Absent this exemptive relief, Baytex's purchases under the NCIB on U.S. Markets would be limited to not more than 5% of its outstanding common shares over the applicable twelve-month period. The exemptive relief expires July 18, 2028 and is conditional upon, among other things, purchases being made in compliance with applicable U.S. rules, the TSX rules applicable to normal course issuer bids, National Instrument 23-101 - Trading Rules and at a price not higher than the market price at the time of purchase.

BMO Nesbitt Burns Inc. ("BMO")  has agreed to act as the company's designated broker to make purchases of common shares pursuant to the NCIB. Baytex has also entered into an automatic share purchase plan/Rule 10b5-1 trading plan ("ASPP") with BMO allowing it to purchase common shares under the NCIB when the company would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods. Pursuant to the ASPP, Baytex may provide instructions to BMO prior to a blackout period, which may not be varied or suspended during the blackout period. Purchases by Baytex's designated broker will be in accordance with stock exchange rules, applicable securities laws and the terms of the ASPP. All purchases made under the ASPP are included in computing the number of common shares purchased under the NCIB. The ASPP has been pre-cleared, as required by the TSX. Outside of these blackout periods, common shares may be purchased under the NCIB in accordance with management's discretion.


The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Baytex. The average daily trading volume through the facilities of the TSX during the most recently completed six-month period was 6,839,053 common shares. Consequently, daily purchases through the facilities of the TSX will be limited to 1,709,763 common shares, which is equal to 25% of the average daily trading volume, other than block purchase exceptions and Baytex's own purchases on the TSX. All common shares acquired by Baytex under the NCIB will be cancelled.

Under its prior NCIB, the company sought and obtained approval to purchase up to 66,244,464 common shares, which runs from July 2, 2025 to July 1, 2026.  As at June 19, 2026, the company repurchased an aggregate of 56,372,803 common shares under its prior NCIB at a weighted-average price of CAD $5.38 per common share, excluding brokerage fees. The company purchased all common shares through the facilities of the TSX, the NYSE and alternative trading platforms in Canada and the United States.

Advisory Regarding Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking information in this news release is identified by words such as "intention" or "will" or similar expressions and includes suggestions of future outcomes, events or performance.  The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement. Specifically, this press release contains forward-looking statements relating to but not limited to: acquiring and cancelling Baytex common shares under the NCIB, the number of common shares to be purchased under the NCIB, the composition of Baytex's shareholder returns and the anticipated advantages to shareholders of the NCIB. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Baytex and others that apply to the industry generally. These risks relating to Baytex include, but are not limited to, that Baytex will not be able to achieve the anticipated benefits of the NCIB and may not purchase the maximum number of common shares or any common shares under the NCIB. Readers are cautioned that other events or circumstances, although not listed above, could cause Baytex's actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements. Please refer to the annual information form for the year ended December 31, 2025 and the management's discussion and analysis for the three months ended March 31, 2026 (the "MD&A") for additional risk factors relating to Baytex. These documents can be accessed on the Baytex website at www.baytexenergy.com, on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission on EDGAR at sec.gov. The forward-looking statements contained in this press release are made as of the date hereof and the company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.


Baytex Energy Corp

Baytex Energy Corp. is an energy company based in Calgary, Alberta. The company is engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin. Baytex's common shares trade on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE.

For further information about Baytex, please visit our website at www.baytexenergy.com or contact:

Brian Ector, Senior Vice President, Capital Markets and Investor Relations

Toll Free Number:  1-800-524-5521

Email: investor@baytexenergy.com



Filing Exhibits & Attachments

1 document