Thomson Reuters prices $1.3B US and C$1B notes

Thomson Reuters prices US$1.3 billion and C$1.0 billion note offerings, mainly to refinance commercial paper and for general corporate purposes.

Rhea-AI Filing Summary

THOMSON REUTERS CORP (TRI) has priced a new debt financing consisting of a public offering of US$1,300,000,000 notes and a Canadian private placement of C$1,000,000,000 notes. Net proceeds are expected to be approximately US$1,294,842,000 from the US Notes and C$997,027,500 from the Canadian Notes, with both offerings expected to close on September 17, 2026.

The company plans to use the net proceeds for general corporate purposes, including repaying existing indebtedness under its commercial paper program. The US Notes will be issued by TR Finance LLC and fully and unconditionally guaranteed by Thomson Reuters and certain subsidiaries, while the Canadian Notes will be issued by Thomson Reuters and guaranteed by certain subsidiary guarantors.

Key Figures

US Notes principal amount: US$1,300,000,000 Canadian Notes principal amount: C$1,000,000,000 US Notes net proceeds: US$1,294,842,000 +2 more

5 metrics

US Notes principal amount US$1,300,000,000 Public offering of US dollar notes priced by Thomson Reuters

Canadian Notes principal amount C$1,000,000,000 Canadian private placement of notes

US Notes net proceeds US$1,294,842,000 Approximate net proceeds from US Notes issuance

Canadian Notes net proceeds C$997,027,500 Approximate net proceeds from Canadian Notes issuance

Expected closing date September 17, 2026 Expected closing of both US and Canadian note offerings

Key Terms

private placement, commercial paper program, joint shelf registration statement, forward-looking statements, +1 more

5 terms

private placement financial

"public offering of US$1,300,000,000 Notes and Canadian private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

commercial paper program financial

"including, without limitation, to repay existing indebtedness under its commercial paper program"

A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.

joint shelf registration statement regulatory

"as part of an effective joint shelf registration statement on Forms F-10 and F-3"

forward-looking statements regulatory

"Certain statements in this news release 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.

Floating Rate Notes financial

"interest on the Floating Rate Notes will be payable quarterly in arrears"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offerings did TRI announce in the September 2026 Form 6-K?

Thomson Reuters announced the pricing of a US$1,300,000,000 public offering of US Notes and a C$1,000,000,000 Canadian private placement of Canadian Notes, both expected to close on September 17, 2026.

How much net cash will TRI receive from the new note offerings?

Thomson Reuters expects net proceeds of approximately US$1,294,842,000 from the US Notes and C$997,027,500 from the Canadian Notes, after underwriting discounts and expenses related to both offerings.

How does Thomson Reuters plan to use the proceeds from these TRI note offerings?

Thomson Reuters plans to use the net proceeds from both offerings for general corporate purposes, including, without limitation, to repay existing indebtedness under its commercial paper program.

Who is issuing and guaranteeing the new TRI US Notes and Canadian Notes?

The US Notes will be issued by TR Finance LLC, a Delaware subsidiary, and fully and unconditionally guaranteed by Thomson Reuters and certain subsidiary guarantors. The Canadian Notes will be issued by Thomson Reuters and fully and unconditionally guaranteed by certain subsidiary guarantors.

How will interest be paid on the new TRI notes?

Interest on the US Notes and the fixed rate Canadian Notes will be payable semi-annually in arrears, while interest on the Floating Rate Notes in the Canadian offering will be payable quarterly in arrears.

Are the Canadian Notes in TRI’s financing registered in the United States?

No. The Canadian Notes will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States without registration or an applicable exemption.

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Available on EDGAR 09/11/2026 - 06:02 AM Accepted by SEC EDGAR 09/10/2026 - 08:11 PM Learn about SEC filing dates

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 September 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: September 10, 2026

EXHIBIT INDEX

Exhibit Number		Description
99.1		News release dated September 10, 2026 – Thomson Reuters Announces Pricing of Public Offering of US$1,300,000,000 Notes and Canadian Private Placement of C$1,000,000,000 Notes

Exhibit 99.1

Thomson Reuters Announces Pricing of Public Offering of US$1,300,000,000 Notes and Canadian Private Placement of C$1,000,000,000 Notes

Toronto, September 10, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) announced today the pricing of

● a U.S. public offering by its subsidiary, TR Finance LLC, of (i) US$800,000,000 aggregate principal amount of 5.100% notes due 2028 and (ii) US$500,000,000 aggregate principal amount of 5.750% notes due 2033 (collectively, the “US Notes”); and

● a Canadian private placement by Thomson Reuters Corporation (“TRC”) of (i) C$350,000,000 aggregate principal amount of 4.130% notes due 2029, (ii) C$350,000,000 aggregate principal amount of 4.480% notes due 2031, and (iii) C$300,000,000 aggregate principal amount of floating rate notes due 2029 that will bear interest at a rate equal to daily compounded CORRA plus 0.76% per annum (the “Floating Rate Notes” and, collectively, the “Canadian Notes” and, together with the US Notes, the “Notes”).

The offering of the US Notes and the private placement of the Canadian Notes are each expected to close on September 17, 2026. The net proceeds from the issuance of the US Notes and the Canadian Notes will be approximately US$1,294,842,000 and C$997,027,500, respectively. Thomson Reuters plans to use the net proceeds from both offerings for general corporate purposes, including, without limitation, to repay existing indebtedness under its commercial paper program.

Interest on the US Notes and the fixed rate Canadian Notes will be payable semi-annually in arrears and interest on the Floating Rate Notes will be payable quarterly in arrears.

The US Notes will be issued by TR Finance LLC, a Delaware subsidiary of TRC, and will be fully and unconditionally guaranteed by TRC, and will also be guaranteed by certain subsidiary guarantors. The Canadian Notes will be issued by TRC and will be fully and unconditionally guaranteed by certain subsidiary guarantors.

The US Notes will be issued through a syndicate of underwriters co-led by RBC Capital Markets, BofA Securities, Barclays and Mizuho pursuant to a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) as part of an effective joint shelf registration statement on Forms F-10 and F-3. The offering of the US Notes will also be made on a private placement basis in Canada. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus and prospectus supplement relating to the offering of the US Notes may also be obtained from Thomson Reuters by contacting the media contacts set out below, or by contacting: RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Syndicate Operations, by telephone at 1-866-375-6829, by fax at 1-212-428-6308 or by email at rbcnyfixedincomeprospectus@rbccm.com; BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus Department, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by email at barclaysprospectus@broadridge.com; and Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, NY 10020, Attention: Debt Capital Markets, or by telephone at 1-866-271-7403. Before you invest, you should read

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these documents and the documents incorporated by reference therein for more complete information about Thomson Reuters and the offering.

The Canadian Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and applicable state securities laws. The offering of the Canadian Notes is being made exclusively to persons resident in a Canadian province, on a private placement basis through a syndicate of agents co-led by RBC Capital Markets, BMO Capital Markets and TD Securities. The Canadian Notes will not be sold to investors outside of Canada.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws, including, but not limited to, Thomson Reuters’ expectations about the proposed offerings, the expected closing date of the offerings and the planned use of proceeds of both offerings. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While the company believes that it has a reasonable basis for making forward-looking statements in this news release, they are not a guarantee of future performance or outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this news release. Except as may be required by applicable law, Thomson Reuters disclaims any intention or obligation to update or revise any forward-looking statements.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-32 in the “Risk Factors” section of the company’s 2025 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities, which are available at www.sedarplus.ca, and the U.S. Securities and Exchange Commission (SEC), which 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,

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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 a world leading provider of trusted journalism and news.

CONTACTS

MEDIA

Zoe Zanettos

Corporate Affairs

zoe.zanettos@thomsonreuters.com

INVESTORS

Gary E. Bisbee, CFA

Head of Investor Relations

gary.bisbee@thomsonreuters.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 13.8 KB