[6-K] Nutrien Ltd. Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Nutrien Ltd. plans a renewed share repurchase program under a normal course issuer bid, allowing it to buy back up to 24,057,066 common shares, or five percent of its 481,141,322 shares outstanding as of February 17, 2026. Purchases may occur on the TSX, NYSE or other permitted trading systems between March 3, 2026 and the earlier of March 2, 2027 or completion of the program, and repurchased shares will be cancelled. Daily TSX purchases are generally capped at 430,107 shares, reflecting 25 percent of recent average daily volume. Under its prior program, Nutrien had already repurchased 8,708,901 shares at a weighted-average price of US$58.56, for a total of US$510,031,461, through open market purchases.
Positive
- None.
Negative
- None.
Insights
Nutrien renews authority to repurchase up to 5% of its shares.
Nutrien obtained TSX approval for a normal course issuer bid covering up to 24,057,066 common shares, equal to five percent of the 481,141,322 shares outstanding as of February 17, 2026. Any shares bought will be cancelled, reducing share count.
The company can repurchase through the TSX, NYSE and other systems, subject to limits such as a 430,107-share daily cap on the TSX based on recent trading volumes. An automatic purchase plan allows buying during blackout periods, with management discretion outside those periods.
Under the prior bid expiring on March 2, 2026, Nutrien had already bought 8,708,901 shares at a weighted-average price of US$58.56, totaling US$510,031,461. Actual impact will depend on how much of the new 5 percent capacity the company ultimately uses.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 February, 2026
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 1700, 211 19th Street East
Saskatoon, Saskatchewan, Canada
S7K 5R6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
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.
| NUTRIEN LTD. | ||||||
| Date: February 26, 2026 | By: | /s/ Noralee Bradley | ||||
| Name: | Noralee Bradley | |||||
| Title: | Executive Vice President, External Affairs, Chief Legal Officer and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | News Release dated February 26, 2026 | |
Exhibit 99.1
|
NYSE, TSX: NTR |
News Release |
February 26, 2026
Nutrien Announces TSX Approval for Its Renewed Share
Repurchase Program
SASKATOON, Saskatchewan – Nutrien Ltd. (TSX and NYSE: NTR) announced today that the Toronto Stock Exchange (TSX) has accepted Nutrien’s notice to commence a normal course issuer bid (NCIB) to purchase outstanding common shares representing up to five percent of its issued and outstanding common shares.
Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems in Canada and the U.S., or as otherwise permitted under applicable securities laws. The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Nutrien. Nutrien believes that purchasing its own common shares represents an attractive investment opportunity, is in the best interests of the company and is consistent with Nutrien’s objective of returning capital to shareholders over time. As of February 17, 2026, Nutrien had 481,141,322 common shares outstanding and, therefore, is permitted to repurchase up to 24,057,066 of its outstanding common shares pursuant to the NCIB. Common shares purchased under the NCIB will be cancelled.
The NCIB will be effected in accordance with the TSX normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Nutrien’s common shares on the applicable exchange. Subject to exceptions for block purchases, Nutrien will limit daily purchases of common shares on the TSX in connection with the NCIB to no more than twenty-five percent (430,107 common shares) of the average daily trading volume of the common shares on the TSX for the six-month period from August 1, 2025 to January 31, 2026 (1,720,430 common shares) during any trading day. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted under applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in such exemption order. Purchases of common shares may commence on March 3, 2026 and will expire on the earlier of March 2, 2027, the date on which the company has acquired the maximum number of common shares allowable under the NCIB or otherwise decides not to make any further repurchases under the NCIB. Nutrien has entered into an automatic purchase plan with a broker which will enable Nutrien to provide standard instructions and purchase common shares on the open market during self-imposed blackout periods. Outside of these black-out periods, common shares may be purchased in accordance with management’s discretion.
Nutrien’s prior NCIB for the purchase of up to 24,462,941 common shares will expire on March 2, 2026. As of February 17, 2026, Nutrien repurchased an aggregate of 8,708,901 common shares at a weighted-average price of US$58.56 per share, for an aggregate of US$510,031,461 under the prior NCIB. Purchases were made on the open market.
About Nutrien
Nutrien is a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.
Forward-Looking Statements
Certain statements and other information included in this press release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “project”, “estimate”, “intend” or other similar words). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to the timing, methods and quantity of any purchases by Nutrien of its common shares under the NCIB.
Forward-looking statements in this press release are based on certain key expectations and assumptions made by Nutrien, including expectations and assumptions concerning: Nutrien’s views with respect to its financial condition and prospects, the stability of general economic and market conditions, currency exchange rates and interest rates, the availability of cash for repurchases of common shares under the NCIB, the existence of alternative uses for Nutrien’s cash resources and compliance with applicable laws and regulations pertaining to the NCIB. Although Nutrien believes that the expectations and assumptions on which such forward looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Nutrien can give no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to: Nutrien’s future capital requirements; general economic and market conditions; geopolitical conflicts and their potential impact on, among other things, global supply and demand, energy and commodity prices, the impact of changes to interest rates, disruptions to supply chains and developments in the global economy generally; demand for Nutrien’s products; and unforeseen legal or regulatory developments and other risk factors detailed from time to time in Nutrien’s reports filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission.
The forward-looking statements in this document are made as of the date hereof and Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable laws.
2
FOR FURTHER INFORMATION:
Investor Contact
Jeff Holzman
Senior Vice President, Investor Relations and FP&A
(306) 933 8545 – investors@nutrien.com
Media Contact
Simon Scott
Vice President, Global Communications
(403) 225 7213 – media@nutrien.com
Contact us at: www.nutrien.com
3