Shares of Thomson Reuters (TSX/NASDAQ:TRI) inched higher in premarket trading Wednesday, up 1.6%, after the company unveiled a larger share buyback authorization and a return of capital intended to pass proceeds from a prior asset sale back to investors.
The company said it will repurchase as much as $600 million of its common stock under an amended normal course issuer bid that has been approved by the Toronto Stock Exchange and is effective February 27. The amendment raises the maximum number of shares eligible for repurchase by an additional 6 million, taking the new ceiling to 16 million shares - roughly 3.55% of the company's 450,687,724 issued and outstanding shares as of August 12, 2025.
Under the existing buyback program, Thomson Reuters has already repurchased 6,022,437 common shares for approximately $1.0 billion, which equates to an average repurchase price of $166.05 per share.
Separately, the company outlined a return of capital totaling $605 million to shareholders. The transaction is structured as a special cash distribution of approximately $1.36 per participating share, to be followed by a share consolidation. The company stated the return of capital represents gross proceeds from its May 2024 sale of London Stock Exchange Group shares.
Thomson Reuters indicated the return of capital is intended to be tax-free for Canadian tax purposes. Taxable non-Canadian resident shareholders, including U.S. residents, will be able to opt out of the transaction; shareholders who choose to opt out will not receive the special cash distribution and will retain the same number of shares.
The proposed return of capital and share consolidation will be put to a shareholder vote at a special meeting scheduled for April 28. Each transaction requires approval by at least two-thirds of votes cast, and both also need the approval of the Ontario Superior Court of Justice. The company's board of directors has unanimously recommended that shareholders vote in favor of the proposals.
If shareholders and the court grant the necessary approvals, Thomson Reuters said it expects to complete the transactions in early May.
Context and mechanics
The company is using an exchange-approved normal course issuer bid to increase the number of shares it may repurchase, expanding the program's maximum from the prior cap by 6 million shares to a total of 16 million. The special distribution and consolidation are financed with the gross proceeds identified from the May 2024 divestiture of its holding in the London Stock Exchange Group.
Shareholders will face a clear choice about participation in the return of capital - participating shareholders will receive the cash distribution and then be subject to the share consolidation, while taxable non-Canadian resident shareholders who opt out will not receive the cash but will preserve their existing share count.
Completion of the capital return and consolidation is contingent on both sufficient shareholder support at the April 28 special meeting and the Ontario Superior Court of Justice's approval.