Imperial Oil (IMO) wins TSX approval for new 5% normal course issuer bid
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Imperial Oil Limited has received final acceptance from the Toronto Stock Exchange for a new normal course issuer bid that allows it to repurchase up to 24,179,635 common shares, representing five percent of its outstanding stock. As of June 15, 2026, the company had 483,592,715 issued and outstanding common shares.
The one-year program will run from June 29, 2026 to June 28, 2027, or until the maximum is purchased. Imperial has set up an automatic share purchase plan so its broker can buy shares from public holders and from ExxonMobil during regulatory blackouts, under pre-set parameters cleared by the TSX.
ExxonMobil, which holds approximately 69.6 percent of Imperial, may sell shares to maintain its ownership level, and any such sales reduce the amount available for purchases from other shareholders. Shares bought under the program will be cancelled. The company notes that the bid supports its focus on returning surplus cash to shareholders and offsetting dilution from restricted stock units. The announcement follows completion of the prior program in December 2025, when Imperial repurchased the full 25,452,248 authorized shares at a total cost of about $3,180 million, or an average of $124.93 per share.
Positive
- None.
Negative
- None.
Insights
Imperial renews a sizable buyback, signaling ongoing focus on shareholder returns.
Imperial Oil has renewed its normal course issuer bid, authorizing repurchases of up to 24,179,635 shares, or five percent of its 483,592,715 common shares as of June 15, 2026. The program runs from June 29, 2026 to June 28, 2027 and uses an automatic share purchase plan to operate through blackout periods.
The structure permits purchases from both public investors and majority holder ExxonMobil, which aims to keep its stake near 69.6%. This means part of the capacity will be used to buy from ExxonMobil, with the balance available in the open market, subject to a daily limit of 211,756 shares for non-ExxonMobil holders.
The company highlights balance sheet strength, low capital needs and strong cash generation as support for the program, and notes that buybacks also offset dilution from restricted stock units. The previous NCIB was fully utilized at a cost of about $3,180 million and an average price of $124.93 per share, underscoring a track record of active repurchases. The actual impact now will depend on future cash flows, market prices and how much of the new authorization is used over the next year.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
NCIB authorization: 24,179,635 shares
Shares outstanding: 483,592,715 shares
Program period: June 29, 2026–June 28, 2027
+5 more
8 metrics
NCIB authorization
24,179,635 shares
Maximum repurchases, five percent of outstanding common shares
Shares outstanding
483,592,715 shares
Issued and outstanding as of June 15, 2026
Program period
June 29, 2026–June 28, 2027
Duration of new normal course issuer bid
Daily purchase limit
211,756 shares
25% of 847,026 average daily volume for non-ExxonMobil holders
Majority ownership
69.6 percent
ExxonMobil’s approximate proportionate ownership of Imperial
Prior NCIB shares
25,452,248 shares
Maximum repurchased under most recent program completed December 17, 2025
Prior NCIB total cost
$3,180 million
Aggregate cost of shares repurchased in prior program
Prior NCIB average price
$124.93 per share
Average repurchase price under most recent program
Key Terms
normal course issuer bid, automatic share purchase plan, automatic share disposition plan, daily purchase limit, +1 more
5 terms
normal course issuer bid financial
"final acceptance from the Toronto Stock Exchange for a normal course issuer bid to repurchase up to five percent"
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.
daily purchase limit financial
"Imperial’s daily purchase limit under the new program for shares held by shareholders other than ExxonMobil will be 211,756 shares"
forward-looking statements regulatory
"Statements of future events or conditions in this release, including projections, expectations and estimates are forward-looking statements"
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.
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): | ||||||||
___________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number, including area code: | 1- | |||||||||||||||||||
____________________________________________________________________
(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):
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, 2026, 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 483,592,715 outstanding common shares as of June 15, 2026, or a maximum of 24,179,635 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, 2026 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, 2026
| 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 | ||||||||||
 |  | |||||||||||||
Exhibit 99.1 | ||||||||||||||
Imperial renews annual normal course issuer bid
Calgary, AB – June 23, 2026 – Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced today that it has received final acceptance from the Toronto Stock Exchange (TSX) for a normal course issuer bid (NCIB) to repurchase up to five percent of its 483,592,715 outstanding common shares as of June 15, 2026, or a maximum of 24,179,635 shares during the next 12 months. This maximum will be reduced by the number of shares purchased from ExxonMobil, Imperial’s majority shareholder, as described below.
The new one-year program will begin on June 29, 2026, and will end should the company purchase the maximum allowable number of shares, or on June 28, 2027.
Imperial has established an automatic share purchase plan with its designated broker to facilitate the purchase of common shares, both from public shareholders and from ExxonMobil, during times when Imperial would ordinarily not be permitted to purchase due to regulatory restrictions or self-imposed black-out periods. Before entering a black-out period, Imperial may, but is not required to, instruct the broker to make purchases under the NCIB based on parameters set by Imperial in accordance with the share purchase plan, TSX rules and applicable securities laws. The plan has been pre-cleared by the TSX and will be implemented effective June 29, 2026.
Consistent with the company’s balance sheet strength, low capital requirements and strong cash generation, this announcement reflects the company’s priority and capacity to return cash to shareholders. The NCIB represents a flexible and tax-efficient way of distributing surplus liquidity to shareholders who choose to participate by selling their shares. In addition, the NCIB will be used to eliminate dilution from shares issued in conjunction with Imperial’s restricted stock unit plan.
ExxonMobil will be permitted to sell its shares to Imperial under the NCIB in order to maintain its proportionate share ownership at approximately 69.6 percent. ExxonMobil advised Imperial that it intends to participate, as it has in prior years, and has established an automatic share disposition plan to facilitate the sale of its shares.
All share purchases will be made through the Toronto Stock Exchange and alternative trading systems in Canada. Shares purchased under the NCIB are cancelled and restored to the status of authorized but unissued shares.
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
Imperialoil.ca · youtube.com/ImperialOil · x.com/ImperialOil · linkedin.com/company/Imperial-Oil · facebook.com/ImperialOilLimited
| | |||||||||||||
As of the close of business on June 15, 2026, Imperial has 483,592,715 issued and outstanding common shares. The average daily trading volume of Imperial’s common shares from December 1, 2025 to May 31, 2026 was 847,026 shares per day. Imperial’s daily purchase limit under the new program for shares held by shareholders other than ExxonMobil will be 211,756 shares, which represents 25 percent of the average daily trading volume.
The acceptance marks the continuation of Imperial’s most recent normal course share repurchase program that was completed on December 17, 2025. Under the most recent program, the company purchased the maximum 25,452,248 shares that were available, with 7,737,502 shares purchased on the open market and a corresponding 17,714,746 shares purchased from ExxonMobil to maintain its proportionate share ownership at approximately 69.6 percent, representing a total cost of about $3,180 million and an average cost of $124.93 per share.
| -30- | ||||||||||||||
For further information: | ||||||||
Investor Relations | Media Relations | |||||||
| (587) 962-4401 | (587) 476-7010 | |||||||
Source: Imperial
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
Imperialoil.ca · youtube.com/ImperialOil · x.com/ImperialOil · linkedin.com/company/Imperial-Oil · facebook.com/ImperialOilLimited
| | |||||||||||||
Cautionary statement: Statements of future events or conditions in this release, including projections, expectations and estimates are forward-looking statements. Forward-looking statements in this release include references to the company’s low capital requirements, strong cash generation, and priority and capacity to return cash to shareholders; and ExxonMobil’s intention to participate concurrent with the NCIB.
Forward-looking statements are based on the company's current expectations, estimates, projections and assumptions at the time the statements are made. Actual future financial and operating results, including expectations and assumptions concerning future energy demand, supply and mix; commodity prices, foreign exchange rates and general market conditions; the ability to offset any ongoing or renewed inflationary pressures; capital and environmental expenditures; the capture of efficiencies within and between business lines and the ability to maintain near-term cost reductions as ongoing efficiencies; production rates, growth and mix across various assets; project plans, timing, costs, technical evaluations and capacities and the company’s ability to effectively execute on these plans and operate its assets; the degree and timeliness of support that will be provided by policymakers and other stakeholders for various new technologies such as carbon capture and storage; receipt of regulatory and third-party approvals in a timely manner; and applicable laws and government policies, including with respect to climate change, greenhouse gas emissions reductions and low carbon fuels, could differ materially depending on a number of factors.
These factors include global, regional or local changes in supply and demand for oil, natural gas, petroleum and petrochemical products, feedstocks and other market factors, economic conditions and seasonal fluctuations and resulting demand, price, differential and margin impacts, including Canadian and foreign government action with respect to supply levels, prices, trade tariffs, trade sanctions or trade controls, disruptions, realignment or breaking of trade alliances or agreements or a broader breakdown in global trade, and disruption in military alliances or wars; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws; environmental regulation, including climate change and greenhouse gas regulation and changes to such regulation; failure, delay, reduction, revocation or uncertainty regarding supportive policy and market development for the adoption of emerging lower-emission energy technologies and other technologies that support emissions reductions; the receipt, in a timely manner, of regulatory and third-party approvals, including for new technologies relating to the company’s lower emissions business activities; availability and allocation of capital; availability and performance of third-party service providers, including ExxonMobil global capability centres and other services providers located outside of Canada; effectiveness of company risk management programs and emergency response preparedness; unanticipated technical or operational difficulties; cybersecurity incidents including incidents caused by actors employing emerging technologies such as artificial intelligence; operational hazards and risks; currency exchange rates; general economic conditions, including continued or renewed inflation and the occurrence and duration of economic recessions or downturns; and other factors discussed in “Item 1A Risk factors” and “Item 7 Management’s discussion and analysis of financial condition and results of operations” in Imperial’s most recent annual report on Form 10-K.
Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. Imperial’s actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.
Source: Imperial
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
Imperialoil.ca · youtube.com/ImperialOil · x.com/ImperialOil · linkedin.com/company/Imperial-Oil · facebook.com/ImperialOilLimited
FAQ
What did Imperial Oil (IMO) announce in its latest 8-K filing?
Imperial Oil announced TSX approval for a new normal course issuer bid to repurchase up to 24,179,635 common shares. This equals five percent of its 483,592,715 shares outstanding as of June 15, 2026, and will run for one year starting June 29, 2026.
How will ExxonMobil participate in Imperial Oil’s NCIB?
ExxonMobil will be allowed to sell shares to Imperial under the NCIB so it can maintain its ownership at about 69.6 percent. It has set up an automatic share disposition plan, and any shares bought from ExxonMobil reduce the remaining capacity for other shareholders’ shares.