Thomson Reuters (TSX/Nasdaq: TRI) sets US$605M return, reverse split

Rhea-AI Filing Summary

Thomson Reuters Corporation has received a final court order from the Ontario Superior Court of Justice approving a plan of arrangement for a return of capital and related share consolidation. Shareholders had already approved these transactions on April 28, 2026.

The plan includes a special cash distribution of US$605 million in total, estimated at approximately US$1.36 per common share, and a proportional consolidation of outstanding common shares, effectively a reverse stock split. The transactions remain subject to final approval by the Toronto Stock Exchange and Nasdaq before they can be completed.

Insights

Equity analyst

Thomson Reuters plans a US$605M capital return with a matching reverse split, pending stock exchange approvals.

Thomson Reuters outlines a special cash distribution of US$605 million, estimated at US$1.36 per common share, paired with a proportional share consolidation. This combination returns cash to shareholders while adjusting the share count to keep the company’s overall equity structure aligned with the payout.

The plan of arrangement has received both shareholder approval on April 28, 2026 and a final order from the Ontario Superior Court of Justice. Completion still depends on final approvals from the Toronto Stock Exchange and Nasdaq, so the actual timing of the distribution and reverse split will follow those decisions.

Key Figures

Special cash distribution: US$605 million Per-share distribution: US$1.36 per common share Shareholder approval date: April 28, 2026 +2 more

5 metrics

Special cash distribution US$605 million Aggregate return of capital under plan of arrangement

Per-share distribution US$1.36 per common share Estimated based on shares outstanding on the record date

Shareholder approval date April 28, 2026 Approval of return of capital and share consolidation at special meeting

Court approval date April 30, 2026 Final order by Ontario Superior Court of Justice

Remaining approvals TSX and Nasdaq Final stock exchange approvals required to complete transactions

Key Terms

plan of arrangement, return of capital, share consolidation, reverse stock split, +2 more

6 terms

plan of arrangement regulatory

"issued a final order today approving a plan of arrangement to implement the company’s proposed return of capital"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

return of capital financial

"proposed return of capital and share consolidation transactions at its special meeting"

Return of capital is when an investor receives money from their investment that is not considered profit or earnings but rather a portion of the original amount they invested. It’s similar to getting back part of your initial savings rather than gains from it. This matters because it can affect how much money an investor still has in the investment and may have tax implications.

share consolidation financial

"return of capital and share consolidation transactions consist of a special cash distribution"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

reverse stock split financial

"a consolidation of the company’s outstanding common shares (or “reverse stock split”)"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

management proxy circular regulatory

"As described in the company’s management proxy circular dated March 13, 2026 (the “Circular”)"

A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.

forward-looking statements regulatory

"SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this news release are forward-looking"

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.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number: 001-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

19 Duncan Street

Toronto, Ontario M5H 3H1, Canada

(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 ☒

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.

THOMSON REUTERS CORPORATION
(Registrant)
By:		/s/ Jennifer Ruddick
		Name: Jennifer Ruddick
		Title: Deputy Company Secretary

Date: April 30, 2026

EXHIBIT INDEX

Exhibit Number		Description
99.1		News release dated April 30, 2026 – Thomson Reuters Receives Court Approval for Return of Capital and Share Consolidation Transactions

Exhibit 99.1

Thomson Reuters Receives Court Approval for

Return of Capital and Share Consolidation Transactions

Toronto, April  30, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) today announced that the Ontario Superior Court of Justice issued a final order today approving a plan of arrangement to implement the company’s proposed return of capital and share consolidation transactions. On April 28, 2026, Thomson Reuters received shareholder approval for the return of capital and share consolidation transactions at its special meeting.

As described in the company’s management proxy circular dated March 13, 2026 (the “Circular”), the return of capital and share consolidation transactions consist of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 per common share (estimated based on the number of common shares issued and outstanding as of the record date for the special meeting and assuming no shareholders opt-out of the return of capital), and a consolidation of the company’s outstanding common shares (or “reverse stock split”) on a basis that is proportional to the special cash distribution.

Timeline/Next Steps

The plan of arrangement for the return of capital and share consolidation transactions is subject to final approval by the Toronto Stock Exchange (TSX) and the Nasdaq.

If those final approvals are received:

• Thomson Reuters will determine the actual cash distribution per share and the share consolidation ratio after 4:00pm EDT (Toronto time) on May 1, 2026 based on the number of participating shares, and will issue a news release later that day with applicable information to shareholders;

• The plan of arrangement will become effective at 3:01 a.m. EDT (Toronto time) on May 4, 2026, and the post-consolidation shares are expected to begin trading on the TSX and Nasdaq under a new CUSIP when markets open that day;

• As promptly as practicable after the transactions are effective, the company’s depositary for the transactions (Computershare Investor Services Inc.) will deliver cash distribution amounts to registered participating shareholders, subject to the terms and conditions of the transactions. The effects of the share consolidation will be reflected in the company’s share register. Beneficial or non-registered shareholders participating in the return of capital will receive cash distributions from their intermediary and the effects of the share consolidation will be recorded in their accounts; and

• Eligible shareholders who duly exercised their right to opt out of the return of capital will not receive the cash distribution. Each opting-out shareholder will still participate in the transactions through a share exchange and the share consolidation, but will continue to hold the same number of shares that it currently holds. Such opting-out shareholders will realize a proportionate increase in their equity and voting interests in the company by virtue of the consolidation of the participating shares under the share consolidation. The opt-out deadline for registered shareholders has passed.

Further details of the proposed return of capital and share consolidation transactions are described in the Circular and related materials, which are available on www.thomsonreuters.com/2026specialmeeting. The return of capital and share consolidation documents were previously filed with the Canadian securities regulatory authorities on SEDAR+ and are available at www.sedarplus.ca. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.

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About Thomson Reuters

Thomson Reuters (TSX/Nasdaq: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, audit, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is the world’s leading provider of trusted journalism and news. For more information, visit thomsonreuters.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are forward-looking within the meaning of applicable Canadian and U.S. securities laws, including the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the return of capital and share consolidation transactions. These forward-looking statements are based on certain assumptions, including shareholder approval of the transactions, and reflect our company’s current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the risk factors discussed in materials that Thomson Reuters from time to time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that the return of capital and share consolidation transactions will be completed or that other events described in any forward-looking statement will materialize. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA

Zoe Zanettos

Director, Corporate Affairs

+1 647 202 8948

zoe.zanettos@thomsonreuters.com

INVESTORS

Gary E. Bisbee, CFA

Head of Investor Relations

+1 646 540 3249

gary.bisbee@thomsonreuters.com

FAQ

What did Thomson Reuters (TRI) announce in its April 2026 Form 6-K?

Thomson Reuters announced court approval of a plan of arrangement for a capital return and share consolidation. The plan includes a US$605 million special cash distribution and a proportional reverse stock split, following shareholder approval received on April 28, 2026.

How much capital will Thomson Reuters (TRI) return to shareholders?

Thomson Reuters plans a special cash distribution totaling approximately US$605 million. This is estimated at about US$1.36 per common share, based on shares outstanding on the record date and assuming no shareholders opt out of the return of capital.

What is the share consolidation Thomson Reuters (TRI) is implementing?

Thomson Reuters will consolidate its outstanding common shares through a reverse stock split. The consolidation ratio will be proportional to the US$605 million special cash distribution, aiming to align the reduced share count with the capital returned to shareholders.

What approvals has Thomson Reuters (TRI) already received for the capital return?

Thomson Reuters has received shareholder approval at a special meeting on April 28, 2026, and a final order from the Ontario Superior Court of Justice. These approvals cover the plan of arrangement for the return of capital and related share consolidation transactions.

What approvals are still needed before Thomson Reuters (TRI) can complete the transactions?

The return of capital and share consolidation remain subject to final approval by the Toronto Stock Exchange and Nasdaq. The transactions will proceed only after these stock exchange approvals are granted, as outlined in the company’s disclosure materials and management proxy circular.

Where can investors find more details on Thomson Reuters (TRI) capital return plan?

Detailed information is available in Thomson Reuters’ management proxy circular dated March 13, 2026. The circular and related documents are posted on the company’s special meeting website, filed on SEDAR+, and furnished to the U.S. Securities and Exchange Commission via EDGAR.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 NEWS RELEASE 11.9 KB