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Thomson Reuters has announced the cash distribution per share and the share consolidation ratio for its return of capital and share consolidation transactions, which have received the required approvals and will become effective at 3:01 a.m. (Toronto time) on May 4, 2026.
Following the transactions, the company’s common shares will begin trading on a post-consolidated basis on the Toronto Stock Exchange (TSX) and the Nasdaq when markets open on May 4, 2026. The 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 include:
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 that ended on May 1, 2026.
Eligible shareholders who duly exercised their right to opt out of the return of capital will not receive the cash distribution. Opting-out shareholders will still participate in the transactions through a share exchange and the share consolidation, but will continue to hold the same number of shares they currently hold.
For these opting-out shareholders, the consolidation of participating shares is expected to result in a proportionate increase in their equity and voting interests in the company.
As promptly as practicable after the transactions become effective, Computershare Investor Services Inc., the company’s depositary, 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. Instead, 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 Canadian and U.S. tax consequences of the return of capital and share consolidation transactions are described as complex. Shareholders are encouraged to review the circular and related materials and consult their financial, tax and legal advisors.
Further details are provided in the management proxy circular and related materials available at www.thomsonreuters.com/2026specialmeeting. The return of capital and share consolidation documents were previously filed with Canadian securities regulators on SEDAR+ and are available at www.sedarplus.ca. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.
Certain statements in the release are described as forward-looking, 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. The company notes that forward-looking statements are subject to risks and uncertainties and that there is no assurance the transactions will be completed.
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