IMO approved to repurchase up to 25.45M shares under new NCIB

Rhea-AI Filing Summary

Imperial Oil Limited (IMO) filed a Form 8-K dated June 23, 2025 to disclose that the Toronto Stock Exchange (TSX) has granted final acceptance for the company’s normal course issuer bid (NCIB). The approval permits Imperial Oil to repurchase up to 25,452,248 common shares, representing 5 % of the 509,044,963 shares outstanding as of June 15, 2025. The buy-back window extends for 12 months from the date of TSX acceptance.

The filing contains no additional financial statements or earnings metrics but attaches the related press release as Exhibit 99.1. Imperial Oil states the NCIB is part of its ongoing capital allocation framework and will be executed at the company’s discretion, subject to market conditions and regulatory limits.

Key details disclosed

• Form: 8-K, Item 7.01 (Regulation FD)
• Event date: June 23, 2025
• Maximum shares authorized for repurchase: 25.45 million
• Percentage of current float: 5 %
• Outstanding shares reference date: June 15, 2025
• No securities are listed on a U.S. exchange; trading symbol field shows “None.”

The authorization signals management’s intention to return capital to shareholders through share repurchases, potentially reducing share count over time.

Positive

• Regulatory clearance from the TSX enables Imperial Oil to commence share repurchases without further approvals.
• Authorization covers 25.45 million shares, or 5 % of shares outstanding, indicating a sizeable potential reduction in float.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: TSX okays Imperial Oil to buy back up to 5 % of shares within 12 months—positive capital-return signal.

The NCIB allows Imperial Oil to retire up to 25.45 million shares—material for a company with just over 509 million outstanding. At a constant share price, a full take-up would lower the share count by 5 %, supporting per-share metrics and demonstrating balance-sheet flexibility. While execution details and funding sources are not provided, regulatory clearance removes a procedural hurdle, enabling management to act opportunistically. Because no adverse information accompanies this disclosure, I view the event as incrementally positive for equity holders.

FALSE000004993800000499382025-06-232025-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

IMPERIAL OIL LIMITED

___________________________________________________________________

(Exact name of registrant as specified in its charter)

Canada

0-12014

98-0017682

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

505 Quarry Park Boulevard S.E., Calgary, Alberta

T2C 5N1

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 1-800-567-3776

____________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
None						None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 7.01

Regulation FD Disclosure

On June 23, 2025, Imperial Oil Limited (the “company”) by means of a press release announced that it has received final acceptance from the Toronto Stock Exchange for a normal course issuer bid to repurchase up to five percent of its 509,044,963 outstanding common shares as of June 15, 2025, or a maximum of 25,452,248 shares during the next 12 months. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is furnished as part of this report on Form 8-K:

99.1

News release of the company on June 23, 2025 announcing the acceptance from the Toronto Stock Exchange for a normal course issuer bid.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

    

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 hereunto duly authorized.

IMPERIAL OIL LIMITED

Date: June 23, 2025    

			By:			/s/ Ian Laing
			Name:			Ian Laing
			Title:			Vice-president, general counsel and corporate secretary
			By:			/s/ Cathryn Walker
			Name:			Cathryn Walker
			Title:			Assistant corporate secretary

FAQ

How many shares can Imperial Oil (IMO) repurchase under the 2025 NCIB?

The TSX has approved repurchases of up to 25,452,248 common shares, equal to 5 % of shares outstanding.

What is Imperial Oil's current outstanding share count?

As of June 15, 2025, Imperial Oil had 509,044,963 common shares outstanding.

What is the duration of the normal course issuer bid approved on June 23, 2025?

The NCIB is valid for 12 months from TSX acceptance.

Which exhibit in the Form 8-K contains the press release about the NCIB?

The press release is provided as Exhibit 99.1.

Did Imperial Oil disclose any earnings or financial results in this Form 8-K?

No. The filing strictly announces TSX approval of the NCIB and does not include earnings or financial statements.