Thomson Reuters (TRI) details cash return and share consolidation effective May 4, 2026
Rhea-AI Filing Summary
Thomson Reuters is proceeding with a return of capital and related share consolidation that will be effective at 3:01 a.m. (Toronto time) on May 4, 2026. Participating shareholders will receive a cash distribution of US$1.435518 per common share.
The company’s common shares will begin trading on the TSX and Nasdaq on a post-consolidated basis when markets open on May 4, 2026, under the existing “TRI” symbol but with new CUSIP and ISIN identifiers. Registered shareholders will receive payments through Computershare, while beneficial holders will receive cash and updated positions through their intermediaries. Fractional shares will not be issued; their value will be paid in cash.
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Insights
Thomson Reuters is returning cash per share and consolidating its stock, changing share counts but not ownership proportions.
Thomson Reuters is carrying out a combined return of capital and share consolidation. Each participating shareholder is scheduled to receive US$1.435518 per common share, with the transactions effective at 3:01 a.m. on May 4, 2026. The shares will then trade on a post-consolidated basis on both the TSX and Nasdaq.
The consolidation reduces the number of shares outstanding, but individual ownership percentages stay broadly aligned because it is paired with a cash distribution. Administrative details, such as new CUSIP and ISIN codes and cash-in-lieu for fractional shares, are standard for this type of action.
The company highlights that tax treatment for the return of capital and consolidation is complex and directs investors to its management proxy circular dated March 13, 2026. It also includes forward-looking statement language, noting there is no assurance all aspects will occur exactly as described, consistent with typical securities law cautions.
Key Figures
Key Terms
return of capital financial
management proxy circular regulatory
forward-looking statements regulatory
depositary financial
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 May 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: May 1, 2026
EXHIBIT INDEX
| Exhibit Number |
Description |
|||
| 99.1 |
News release dated May 1, 2026 – Thomson Reuters Announces Cash Distribution Per Share and Share Consolidation Ratio for Return of Capital and Share Consolidation Transactions | |||
Exhibit 99.1
Thomson Reuters Announces Cash Distribution Per Share and Share Consolidation
Ratio for Return of Capital and Share Consolidation Transactions
Participating shareholders to receive cash distribution of US$1.435518 per common share
Shares to begin trading on a post-consolidated basis on May 4, 2026
Toronto, May 1, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) today announced the cash distribution per share and the share consolidation ratio for its return of capital and share consolidation transactions, which have received the requisite approvals and will be effective at 3:01 a.m. (Toronto time) on May 4, 2026. The company’s common shares will begin trading on the Toronto Stock Exchange (TSX) and the Nasdaq on a post-consolidated basis when the markets open on May 4, 2026. The company’s trading symbol will remain “TRI” on both exchanges. The new CUSIP number for the post-consolidated common shares is 884903881 and the new ISIN number is CA8849038812.
| • | The return of capital and share consolidation transactions consist of a distribution of US$1.435518 per common share (US$605 million in the aggregate) and a consolidation of the company’s outstanding common shares (or “reverse stock split”) at a ratio of 1 pre-consolidated share for 0.984560 post-consolidated shares. The share consolidation is proportional to the special cash distribution and the share consolidation ratio was based on the volume weighted average trading price of the shares on the Nasdaq for the five trading day period which ended today. |
| • | 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. |
As promptly as practicable after the transactions are effective, Computershare Investor Services Inc., the company’s depositary for the transactions, 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.
Fractional shares will not be issued as part of the return of capital and share consolidation transactions and shareholders will receive the value of any fractional shares in cash, subject to certain exceptions described in the company’s management proxy circular dated March 13, 2026 (the “Circular”).
The Canadian and U.S. tax consequences of the return of capital and share consolidation transactions are complex. Shareholders are encouraged to review the Circular and related materials carefully and to consult their financial, tax and legal advisors.
Further details of the 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
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U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.
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 and the anticipated tax treatment for shareholders participating in the return of capital and those opting out. These forward-looking statements are based on certain assumptions 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
