Thomson Reuters (TRI) files 2025 Form 40-F, lists 444.96M shares
Thomson Reuters Corporation filed its Form 40-F for the fiscal year ended December 31, 2025, providing its annual report, audited financial statements and related certifications.
The filing lists securities registered on Nasdaq including Common Shares (TRI) and multiple note series (tickers TRI26, TRI40, TRI143A, TRI143B, TRI35), and states outstanding capital of 444,962,490 common shares, 6,000,000 Series II preference shares and 1 Thomson Reuters Founders Share. The filing includes undertakings, consent to service provisions and exhibits such as the Annual Report, auditor consent and SOX certifications.
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FAQ
What does Thomson Reuters' (TRI) Form 40-F cover?
It files the annual report and audited financial statements for year ended December 31, 2025. The submission also includes SOX certifications, auditor consent, corporate governance exhibits and an Inline XBRL instance and taxonomy files.
How many Thomson Reuters (TRI) common shares are outstanding as reported?
The filing reports 444,962,490 common shares outstanding. It also discloses 6,000,000 Series II preference shares and 1 Thomson Reuters Founders Share as of the report's close.
Which Thomson Reuters (TRI) securities are registered on Nasdaq per the filing?
Registered Nasdaq securities include Common Shares (TRI) and several note issues with tickers TRI26, TRI40, TRI143A, TRI143B, TRI35, some issued by TR Finance LLC with guarantors named.
Does the Form 40-F include management and audit certifications for TRI?
Yes — the filing attaches CEO and CFO Section 302 and Section 906 certifications and a consent from PricewaterhouseCoopers LLP, plus related governance exhibits and the Compensation Recovery Policy.
Where can I find Thomson Reuters' (TRI) audited financial statements in this filing?
The Annual Report for the year ended December 31, 2025 is included as Exhibit 99.1, which contains Management's Discussion and Analysis and the audited financial statements referenced in the Form 40-F.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
Commission File Number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
Province of
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
(I.R.S. Employer Identification Number (if applicable))
Telephone: (
(Address and telephone number of Registrant’s principal executive offices)
Telephone: (
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which Registered |
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(1) Issued by TR Finance LLC and guaranteed by Thomson Reuters Corporation and subsidiary guarantors.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
N/A
For annual reports, indicate by check mark the information filed with this Form:
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Annual information form |
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Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Auditor Name: |
Auditor Location: New York, |
Auditor Firm ID: |
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
a.
Undertaking.
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
b.
Consent to Service of Process.
(1)
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
(2)
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
THOMSON REUTERS CORPORATION |
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By: |
/s/ Michael Eastwood |
Name: |
Michael Eastwood |
Title: |
Chief Financial Officer |
Date: March 5, 2026
EXHIBIT INDEX
Exhibit |
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Description |
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97.1 |
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Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 40-F filed by Thomson Reuters Corporation on March 6, 2025) |
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99.1 |
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Annual Report for the year ended December 31, 2025 (which constitutes an Annual Information Form and includes Management’s Discussion and Analysis and Audited Financial Statements for the year ended December 31, 2025), and includes a Form 40-F Cross Reference Table on page 181 |
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99.2 |
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Consent of PricewaterhouseCoopers LLP |
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99.3 |
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.4 |
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.5 |
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Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.6 |
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Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.7 |
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Code of Business Conduct and Ethics |
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99.8 |
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Audit Committee Charter |
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99.9 |
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List of Subsidiary Issuers and Guarantors (incorporated by reference to Exhibit 22.1 of the joint Registration Statement on Form F-3 (File No. 333-285927, 333-285927-01, 333-285927-02 and 333-285927-03) and Form F-10 (File No. 333-285907) filed on March 19, 2025 by Thomson Reuters Corporation and the subsidiary issuer and guarantors named therein) |
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101.INS |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |