Thomson Reuters plans US$1.2B capital return
Thomson Reuters Corporation plans a major capital return combining a larger share repurchase program and a special cash distribution.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Thomson Reuters Corporation plans a major capital return combining a larger share repurchase program and a special cash distribution. The company intends to buy back up to US$600 million of common shares under an amended normal course issuer bid, allowing repurchases of up to 16 million shares between August 2025 and August 2026. To date, it has already repurchased 6,022,437 shares for approximately US$1.0 billion at an average price of US$166.05 per share. Thomson Reuters also plans a return of capital of US$605 million, or about US$1.36 in cash per participating share, funded from the May 2024 sale of London Stock Exchange Group shares, followed by a proportional share consolidation (reverse stock split) so each investor’s ownership percentage remains broadly unchanged. Shareholders will vote on the return of capital and consolidation at a special meeting on April 28, 2026, with the board and major shareholder Woodbridge supporting the plan, and completion targeted for early May, subject to shareholder and court approval.
Positive
- Large capital return program: Thomson Reuters plans to repurchase up to US$600 million of shares and distribute a further US$605 million via a special cash return of capital funded from prior London Stock Exchange Group share sales.
- Meaningful reduction in share count: The amended normal course issuer bid allows repurchases of up to 16 million shares, approximately 3.55% of 450,687,724 shares outstanding as of August 12, 2025, alongside a proportional share consolidation.
Negative
- None.
Insights
Thomson Reuters outlines over US$1.2 billion in planned capital returns.
Thomson Reuters is pairing an amended buyback with a structured return of capital. It plans to repurchase up to US$600 million of shares under a normal course issuer bid while distributing an additional US$605 million via a special cash payment.
The buyback authorization covers up to 16 million shares, about 3.55% of 450,687,724 shares outstanding as of August 12, 2025, after already repurchasing 6,022,437 shares for roughly US$1.0 billion. These actions signal an ongoing commitment to returning surplus cash from the London Stock Exchange Group stake sale.
The return of capital and associated share consolidation require at least two-thirds shareholder approval at the April 28, 2026 special meeting and clearance from the Ontario Superior Court of Justice. Execution timing, governance approvals, and the final share consolidation ratio based on the Nasdaq volume-weighted average price will shape the ultimate impact.
FAQ
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What are the key capital return actions Thomson Reuters (TRI) announced in this Form 6-K?
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: 001-31349
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 ☒
The information contained in Exhibit 99.3 of this Form 6-K is incorporated by reference into (i) the Registration Statement on Form F-10 of Thomson Reuters Corporation (File No. 333-285907) and (ii) the Registration Statement on Form F-3 of TR Finance LLC, West Publishing Corporation, Thomson Reuters (Tax & Accounting) Inc. and Thomson Reuters Applications Inc. (File Nos. 333-285927, 333-285927-01, 333-285927-02 and 333-285927-03).
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: February 25, 2026
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 |
News release dated February 25, 2026 – Thomson Reuters Announces New US$600 Million Share Repurchase Program and US$605 Million Return of Capital and Share Consolidation Transactions | |
| 99.2 |
Notification of Meeting and Record Date as filed with the Canadian securities regulatory authorities and others on February 25, 2026 | |
| 99.3 |
Material Change Report: US$600 Million Share Repurchase Program and US$605 Million Return of Capital and Share Consolidation Transactions | |
Exhibit 99.1
Thomson Reuters Announces New US$600 Million Share Repurchase Program
and US$605 Million Return of Capital and Share Consolidation Transactions
Up to US$600 million of shares to be repurchased pursuant to amended normal course issuer bid
US$605 million return of capital and share consolidation expected to be completed in May
TORONTO, February 25, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) today announced that it plans to repurchase up to US$600 million of its common shares under an amended normal course issuer bid (NCIB) that has been approved by the Toronto Stock Exchange (TSX) and that it plans to return US$605 million to shareholders through a return of capital transaction.
Amended Normal Course Issuer Bid
Shares will be repurchased for the new US$600 million repurchase program under an amended NCIB. The amended NCIB, which has been accepted by the TSX, will become effective on February 27, 2026. The amended NCIB will increase the maximum number of common shares that may be repurchased by an additional 6 million. Under the amended NCIB, up to 16 million common shares (representing approximately 3.55% of the company’s 450,687,724 issued and outstanding shares as of August 12, 2025) may be repurchased between August 19, 2025 (the Effective Date) and August 18, 2026. The NCIB, as originally approved in August 2025, contemplated the repurchase of up to 10 million common shares. To date under the current NCIB, Thomson Reuters has repurchased 6,022,437 common shares for a total cost of approximately US$1.0 billion, representing an average price of US$166.05 per share.
Under the amended NCIB, shares may be repurchased on the TSX, the Nasdaq Global Select Market (Nasdaq) and/or other exchanges and alternative trading systems or by such other means as may be permitted by the TSX and/or the Nasdaq or under applicable law. Based on the average daily trading volume on the TSX of 364,105 for the six months preceding the Effective Date (net of repurchases made by TR during that time period), daily purchases are limited to 91,026 common shares, other than block purchase exceptions. Any shares that are repurchased will be cancelled.
Prior to its next regularly scheduled quarterly blackout period, Thomson Reuters intends to enter into an automatic share purchase plan (ASPP) with its broker to allow for the purchase of shares under the NCIB during pre-determined times when the company would ordinarily not be permitted to purchase shares due to customary blackout periods or other regulatory restrictions. Purchases under the ASPP are made by the company’s broker based upon parameters set by Thomson Reuters when it is not in possession of material non-public information relating to the company or the shares. The ASPP will be entered into in accordance with the requirements of the TSX and applicable Canadian and U.S. securities laws, including Rule 10b5-1 under the U.S. Exchange Act of 1934, and will terminate when the NCIB expires, unless terminated earlier in accordance with its terms. All purchases made under the ASPP are included in computing the number of shares purchased under the NCIB. Outside of pre-determined blackout periods, shares may be purchased under the NCIB based on management’s discretion, in compliance with TSX rules and applicable securities laws.
Decisions regarding any future share repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth. Thomson Reuters may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws.
Return of Capital
Thomson Reuters will return gross proceeds derived from the May 2024 sales of London Stock Exchange Group shares through a return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share (estimated based on the number of common shares issued and outstanding as of February 24, 2026 and assuming no shareholders opt-out of
the return of capital transaction), followed by a share consolidation, or “reverse stock split”, which will reduce the number of common shares on a basis that is proportional to the special cash distribution. To that end, the share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.
Return of Capital and Share Consolidation Transactions – Using Illustrative Share Consolidation Ratio
| (1) | The share consolidation ratio used in this example is for illustrative purposes only. The actual share consolidation ratio will be based on the volume weighed average trading price of the common shares on the NASDAQ for the five trading days immediately prior to the return of capital becoming effective. The ratio in this example is based on a share price of US$90. |
| (2) | As disclosed above, only taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the transaction. |
| (3) | Fractional shares will not be issued as part of the transaction, subject to certain exceptions disclosed in the management proxy circular. Shareholders will receive the value of any fractional shares in cash. |
| (4) | This example does not address tax consequences to shareholders. |
| (5) | Non-participants will also participate in the share consolidation, but ultimately will hold the same number of common shares as prior to the transaction. |
The proposed return of capital is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the return of capital may be preferable to those associated with participating in the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold. Taxable non-Canadian resident shareholders are strongly urged to read the management proxy circular and other related materials carefully and to consult with their financial, tax and legal advisors prior to making any decision with respect to the return of capital and share consolidation transactions.
Shareholders will be asked to approve the proposed return of capital and share consolidation transactions at a special meeting of shareholders of Thomson Reuters to be held on Tuesday, April 28, 2026 at 12:00 p.m. (Toronto time). The proposed transactions require approval by at least two-thirds of the votes cast at the shareholder meeting. The board of directors of the company is unanimously recommending that shareholders vote in favor. Woodbridge has indicated that it plans to do so and, accordingly, it is expected that the shareholder vote will pass. The proposed transactions also require the approval of the Ontario Superior Court of Justice (Commercial List). If shareholder and court approval are obtained, Thomson Reuters expects to effect the proposed transactions in early May.
Full details of the proposed return of capital and share consolidation transactions will be described in the company’s management proxy circular and other related materials. Those documents are expected to be mailed or otherwise distributed to shareholders, filed with applicable Canadian securities regulatory
authorities and made available without charge on SEDAR+ at www.sedarplus.ca and made available without charge on EDGAR at www.sec.gov, and posted on the company’s website at tr.com, in mid-March.
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 a world leading provider of trusted journalism and news. For more information, visit tr.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking statements within the meaning of Canadian and U.S. securities laws, including statements relating to the company’s plans to repurchase up to US$600 million of its common shares; the timing for the approval and implementation of the return of capital and share consolidation transactions, and the filing of materials related thereto; and the anticipated tax treatment for shareholders participating in the return of capital and share consolidation transactions and those opting out of the return of capital. 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 other 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
Samina Ansari
Director, Corporate Affairs
+1 44 778 852 9542
samina.ansari@tr.com |
INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com |
Exhibit 99.2
Thomson Reuters Corporation
19 Duncan Street
Toronto, Ontario M5H 3H1
Canada
Tel (647) 480-7000
February 25, 2026
| British Columbia Securities Commission Financial and Consumer Affairs Authority of The
Manitoba Securities Commission Financial and Consumer Services Commission
(New |
Nova Scotia Securities Commission Financial and Office of the Superintendent of Securities Service, Newfoundland and Labrador Office of the Yukon Superintendent of Securities Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities, Nunavut Toronto Stock Exchange CDS Clearing and Depository Services Inc. The Depository Trust Company |
| Re: | Thomson Reuters – Notification of Meeting and Record Date |
Ladies and Gentlemen,
Pursuant to National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer
(NI 54-101), we advise the following:
| Date of Meeting | April 28, 2026 | |
| Record Date for Notice and Voting | March 6, 2026 | |
| Beneficial Ownership Determination Date | March 6, 2026 | |
| Class of Securities Entitled to Receive Notice of and Vote at the Meeting |
Common Shares | |
| Whether the Meeting is a Special Meeting (as defined by NI 54-101) |
Yes | |
| Issuer Using Notice-and-Access for Registered Holders and Beneficial Owners | Yes | |
| Issuer Sending Proxy-Related Materials Directly to Non- Objecting Beneficial Owners |
No | |
| Issuer Paying for Proximate Intermediaries to Send Proxy-Related Materials to Objecting Beneficial Owners | Yes | |
| CUSIP | 884903808 | |
| Notice-and-Access Stratification | Copies of the management proxy circular and other proxy-related materials will be electronically delivered to shareholders in accordance with existing requests | |
Sincerely,
/s/ Jennifer Ruddick
Jennifer Ruddick
Deputy Company Secretary
Exhibit 99.3
FORM 51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
Thomson Reuters Corporation (“Thomson Reuters”)
19 Duncan Street
Toronto, Ontario
M5H 3H1
| Item 2 | Date of Material Change |
February 25, 2026
| Item 3 | News Release |
A news release was disseminated and filed on February 25, 2026
| Item 4 | Summary of Material Change |
On February 25, 2026, Thomson Reuters announced, among other things, a proposed return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share (estimated based on the number of common shares issued and outstanding as of February 24, 2026 and assuming no shareholders opt-out of the return of capital transaction), followed by a share consolidation, or “reverse stock split”, which will reduce the number of outstanding common shares on a basis that is proportional to the special cash distribution. The share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.
Taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold.
| Item 5 | Full Description of Material Change |
5.1 - Full Description of Material Change
Please see the news release attached as Schedule “A” for a full description of the material change, which is hereby incorporated by reference to this material change report. A copy of the management proxy circular, letter of transmittal, election and certification form, and form of proxy related to the proposed return of capital and share consolidation transactions are expected to be mailed or otherwise distributed to
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shareholders, filed with SEDAR+ and furnished to the U.S. Securities and Exchange Commission on EDGAR in mid-March.
On February 25, 2026, Thomson Reuters announced, among other things, a proposed return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share (estimated based on the number of common shares issued and outstanding as of February 24, 2026 and assuming no shareholders opt-out of the return of capital transaction), followed by a share consolidation, or “reverse stock split”, which will reduce the number of outstanding common shares on a basis that is proportional to the special cash distribution. The share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.
Return of Capital and Share Consolidation Transactions – Using Illustrative Share Consolidation Ratio
| (1) | The share consolidation ratio used in this example is for illustrative purposes only. The actual share consolidation ratio will be based on the volume weighed average trading price of the common shares on the NASDAQ for the five trading days immediately prior to the return of capital becoming effective. The ratio in this example is based on a share price of US$90. |
| (2) | As disclosed above, only taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the transaction. |
| (3) | Fractional shares will not be issued as part of the transaction, subject to certain exceptions disclosed in the management proxy circular. Shareholders will receive the value of any fractional shares in cash. |
| (4) | This example does not address tax consequences to shareholders. |
| (5) | Non-participants will also participate in the share consolidation, but ultimately will hold the same number of common shares as prior to the transaction. |
The proposed return of capital is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the return of capital may be preferable to those associated with participating in the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold.
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Shareholders will be asked to consider and, if deemed advisable, approve the proposed return of capital and share consolidation transactions at Thomson Reuters’ special meeting of shareholders to be held on Tuesday, April 28, 2026 at 12:00 p.m. (Toronto time). The proposed transactions require approval by at least two-thirds of the votes cast at the shareholder meeting. The board of directors of Thomson Reuters is unanimously recommending that shareholders vote in favor. The company’s principal shareholder, The Woodbridge Company Limited and its affiliates, has indicated that it plans to do so and, accordingly, it is expected that the shareholder vote will pass. The proposed transactions also require the approval of the Ontario Superior Court of Justice (Commercial List). If shareholder and court approval are obtained, Thomson Reuters expects to close the proposed transactions in early May.
5.2 - Disclosure for Restructuring Transactions
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
No significant facts remain confidential in, and no information has been omitted from, this material change report.
| Item 8 | Executive Officer |
For further information, please contact Norie Campbell, Chief Legal Officer and Company Secretary, at +1 (647) 480-7000.
| Item 9 | Date of Report |
February 25, 2026
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Schedule “A”
Thomson Reuters Announces New US$600 Million Share Repurchase Program
and US$605 Million Return of Capital and Share Consolidation Transactions
Up to US$600 million of shares to be repurchased pursuant to amended normal course issuer bid
US$605 million return of capital and share consolidation expected to be completed in May
TORONTO, February 25, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) today announced that it plans to repurchase up to US$600 million of its common shares under an amended normal course issuer bid (NCIB) that has been approved by the Toronto Stock Exchange (TSX) and that it plans to return US$605 million to shareholders through a return of capital transaction.
Amended Normal Course Issuer Bid
Shares will be repurchased for the new US$600 million repurchase program under an amended NCIB. The amended NCIB, which has been accepted by the TSX, will become effective on February 27, 2026. The amended NCIB will increase the maximum number of common shares that may be repurchased by an additional 6 million. Under the amended NCIB, up to 16 million common shares (representing approximately 3.55% of the company’s 450,687,724 issued and outstanding shares as of August 12, 2025) may be repurchased between August 19, 2025 (the Effective Date) and August 18, 2026. The NCIB, as originally approved in August 2025, contemplated the repurchase of up to 10 million common shares. To date under the current NCIB, Thomson Reuters has repurchased 6,022,437 common shares for a total cost of approximately US$1.0 billion, representing an average price of US$166.05 per share.
Under the amended NCIB, shares may be repurchased on the TSX, the Nasdaq Global Select Market (Nasdaq) and/or other exchanges and alternative trading systems or by such other means as may be permitted by the TSX and/or the Nasdaq or under applicable law. Based on the average daily trading volume on the TSX of 364,105 for the six months preceding the Effective Date (net of repurchases made by TR during that time period), daily purchases are limited to 91,026 common shares, other than block purchase exceptions. Any shares that are repurchased will be cancelled.
Prior to its next regularly scheduled quarterly blackout period, Thomson Reuters intends to enter into an automatic share purchase plan (ASPP) with its broker to allow for the purchase of shares under the NCIB during pre-determined times when the company would ordinarily not be permitted to purchase shares due to customary blackout periods or other regulatory restrictions. Purchases under the ASPP are made by the company’s broker based upon parameters set by Thomson Reuters when it is not in possession of material non-public information relating to the company or the shares. The ASPP will be entered into in accordance with the requirements of the TSX and applicable Canadian and U.S. securities laws, including Rule 10b5-1 under the U.S. Exchange Act of 1934, and will terminate when the NCIB expires, unless terminated earlier in accordance with its terms. All purchases made under the ASPP are included in computing the number of shares purchased under the NCIB. Outside of pre-determined blackout periods, shares may be purchased under the NCIB based on management’s discretion, in compliance with TSX rules and applicable securities laws.
Decisions regarding any future share repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth. Thomson Reuters may elect to suspend or discontinue share repurchases at any time, in accordance with applicable laws.
Return of Capital
Thomson Reuters will return gross proceeds derived from the May 2024 sales of London Stock Exchange Group shares through a return of capital consisting of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 in cash per participating share (estimated based on the number of common shares issued and outstanding as of February 24, 2026 and assuming no shareholders opt-out of
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the return of capital transaction), followed by a share consolidation, or “reverse stock split”, which will reduce the number of common shares on a basis that is proportional to the special cash distribution. To that end, the share consolidation ratio will be based on the volume weighed average trading price of the common shares on the Nasdaq Stock Market LLC for the five trading days immediately prior to the transactions becoming effective.
Return of Capital and Share Consolidation Transactions – Using Illustrative Share Consolidation Ratio
| (1) | The share consolidation ratio used in this example is for illustrative purposes only. The actual share consolidation ratio will be based on the volume weighed average trading price of the common shares on the NASDAQ for the five trading days immediately prior to the return of capital becoming effective. The ratio in this example is based on a share price of US$90. |
| (2) | As disclosed above, only taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the transaction. |
| (3) | Fractional shares will not be issued as part of the transaction, subject to certain exceptions disclosed in the management proxy circular. Shareholders will receive the value of any fractional shares in cash. |
| (4) | This example does not address tax consequences to shareholders. |
| (5) | Non-participants will also participate in the share consolidation, but ultimately will hold the same number of common shares as prior to the transaction. |
The proposed return of capital is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Taxable non-Canadian resident shareholders (which include taxable U.S. resident shareholders and others) will be able to opt out of the return of capital. This right to opt out is being provided to those shareholders because in jurisdictions other than Canada the tax consequences of not participating in the return of capital may be preferable to those associated with participating in the return of capital. A taxable non-Canadian resident shareholder that chooses to opt out will not receive the special cash distribution and will continue to hold the same number of Thomson Reuters shares that they currently hold. Taxable non-Canadian resident shareholders are strongly urged to read the management proxy circular and other related materials carefully and to consult with their financial, tax and legal advisors prior to making any decision with respect to the return of capital and share consolidation transactions.
Shareholders will be asked to approve the proposed return of capital and share consolidation transactions at a special meeting of shareholders of Thomson Reuters to be held on Tuesday, April 28, 2026 at 12:00 p.m. (Toronto time). The proposed transactions require approval by at least two-thirds of the votes cast at the shareholder meeting. The board of directors of the company is unanimously recommending that shareholders vote in favor. Woodbridge has indicated that it plans to do so and, accordingly, it is expected that the shareholder vote will pass. The proposed transactions also require the approval of the Ontario Superior Court of Justice (Commercial List). If shareholder and court approval are obtained, Thomson Reuters expects to effect the proposed transactions in early May.
Full details of the proposed return of capital and share consolidation transactions will be described in the company’s management proxy circular and other related materials. Those documents are expected to be mailed or otherwise distributed to shareholders, filed with applicable Canadian securities regulatory
- 5 -
authorities and made available without charge on SEDAR+ at www.sedarplus.ca and made available without charge on EDGAR at www.sec.gov, and posted on the company’s website at tr.com, in mid-March.
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 a world leading provider of trusted journalism and news. For more information, visit tr.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking statements within the meaning of Canadian and U.S. securities laws, including statements relating to the company’s plans to repurchase up to US$600 million of its common shares; the timing for the approval and implementation of the return of capital and share consolidation transactions, and the filing of materials related thereto; and the anticipated tax treatment for shareholders participating in the return of capital and share consolidation transactions and those opting out of the return of capital. 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 other 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
Samina Ansari
Director, Corporate Affairs
+1 44 778 852 9542
samina.ansari@tr.com |
INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com |
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