#Canada #Toronto #Thomson Reuters #Capital Return #Share Consolidation

Thomson Reuters Proposes Shareholder Return and Consolidation

On March 13, 2026, Thomson Reuters (TSX/Nasdaq: TRI) took a significant step towards enhancing shareholder value by filing its management proxy circular. This action precedes a special meeting aimed at gaining approval for several key transactions, including a substantial return of capital and a share consolidation.

The proposed transaction outlines a special cash distribution totaling approximately $605 million, translating to about $1.36 per common share, based on outstanding shares as of the record date. This cash distribution is primarily designed to be tax-free for Canadian shareholders, fostering an attractive financial environment for current investors. Notably, shareholders residing outside Canada, identified as Eligible Opt-Out Shareholders, are provided the opportunity to opt out of this return. This flexibility acknowledges varying tax implications, ensuring that shareholders can make decisions that are financially beneficial based on their jurisdiction's tax laws.

Mechanism of the Share Consolidation

Following the cash distribution, Thomson Reuters plans to implement a share consolidation—or reverse stock split—aligning with the cash distribution. The ratio for this consolidation will be dictated by the average trading price of common shares on Nasdaq over the preceding five days. This method aims to keep the market capitalization consistent while reallocating shares to better align with the new financial structure post-distribution.

Thomson Reuters has made the proxy circular and related documents accessible to shareholders online, allowing for easy reference to details surrounding the transaction. Additionally, these crucial documents were filed with Canadian securities regulatory authorities and are also available through the U.S. Securities and Exchange Commission. Shareholders can pick up hard copies at designated Computershare Investor Services offices across major Canadian cities, ensuring that everyone has access to this important information.

Upcoming Special Meeting

The shareholder meeting is scheduled for April 28, 2026, and will start at 9:00 AM EDT. This meeting will be broadcasted live, providing all shareholders with an opportunity to participate and vote on the proposed transactions from anywhere. Shareholders who own shares as of March 6, 2026, at 5:00 PM EDT, are eligible to vote. This virtual format encourages higher attendance and engagement, especially in the current digital era where convenience is key.

For shareholders requiring assistance or further information about the voting process, Thomson Reuters has established several channels for support. Registered shareholders can reach Computershare Investor Services directly, while non-registered shareholders are advised to communicate with their intermediaries. Furthermore, D.F. King & Co., serving as the Information Agent for the transaction, is also available to assist shareholders in addressing their questions or concerns.

A Forward-Looking Approach

Thomson Reuters is committed to transparency and providing timely updates to all stakeholders. The company's forward-looking statements regarding the return of capital and share consolidation underscore their proactive approach to shareholder engagement. The anticipation of these transactions emphasizes the firm’s strategy to optimize shareholder value while navigating potential tax consequences for diverse investor bases.

As a leader in providing trusted information and technology solutions, Thomson Reuters continues to shape the future for professionals in legal, tax, audit, and various other sectors. With this latest initiative, it is evident that the company prioritizes the financial well-being of its shareholders alongside its mandate to deliver compelling insights and data.

For more in-depth information regarding the transactions or to access the documents filed, stakeholders can visit Thomson Reuters Investor Relations. This initiative not only highlights the company’s fiscal responsibility but also its dedication to shareholder equity in a dynamic market environment.