US$605M cash return and reverse split win backing at Thomson Reuters (TRI)

Rhea-AI Filing Summary

Thomson Reuters Corporation reported that shareholders overwhelmingly approved a plan of arrangement for a proposed return of capital and accompanying share consolidation at a special meeting. The plan includes a special cash distribution of US$605 million in total, estimated at approximately US$1.36 per common share, based on shares outstanding on the record date and assuming no shareholders opt out.

The company plans to consolidate its outstanding common shares through a proportional reverse stock split so each shareholder’s relative ownership is maintained while cash is returned. The arrangement remains subject to final approval by the Ontario Superior Court of Justice as well as the Toronto Stock Exchange and Nasdaq. The special resolution passed with 406,640,818 votes for (99.91%) and 355,631 votes against (0.09%), indicating very strong shareholder support for the capital return and share consolidation structure.

Insights

Capital structure and corporate actions analyst

Thomson Reuters shareholders back a US$605M capital return tied to a reverse split.

Shareholders of Thomson Reuters approved a plan combining a US$605 million special cash distribution with a proportional reverse stock split. The estimated payout is about US$1.36 per common share, with the consolidation designed to keep ownership percentages broadly unchanged.

The special resolution’s approval margin was very high, with 99.91% of votes in favor (406,640,818 votes) and only 0.09% against. This indicates broad support among voting shareholders for returning cash while adjusting the share count. Completion still depends on final approvals from the Ontario Superior Court of Justice, the TSX and Nasdaq, as referenced around April 29, 2026.

Key Figures

Special cash distribution: US$605 million Estimated per-share distribution: US$1.36 per common share Votes for plan of arrangement: 406,640,818 votes +3 more

6 metrics

Special cash distribution US$605 million Aggregate return of capital under approved plan of arrangement

Estimated per-share distribution US$1.36 per common share Estimated based on shares outstanding on the record date, assuming no opt-outs

Votes for plan of arrangement 406,640,818 votes Special resolution votes in favor at special meeting

Votes for percentage 99.91% Percentage of votes cast in favor of special resolution

Votes against plan 355,631 votes Special resolution votes against at special meeting

Votes against percentage 0.09% Percentage of votes cast against the special resolution

Key Terms

plan of arrangement, return of capital, share consolidation, reverse stock split, +2 more

6 terms

plan of arrangement regulatory

"shareholders approved a plan of arrangement to implement the company’s proposed return of capital"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

return of capital financial

"proposed return of capital and share consolidation transactions at its special meeting of shareholders"

Return of capital is when an investor receives money from their investment that is not considered profit or earnings but rather a portion of the original amount they invested. It’s similar to getting back part of your initial savings rather than gains from it. This matters because it can affect how much money an investor still has in the investment and may have tax implications.

share consolidation financial

"return of capital and share consolidation transactions consist of a special cash distribution"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

reverse stock split financial

"a consolidation of the company’s outstanding common shares (or “reverse stock split”)"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

management proxy circular regulatory

"described in the company’s management proxy circular dated March 13, 2026"

A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.

Business Corporations Act (Ontario) regulatory

"special resolution approving the plan of arrangement under Section 182 of the Business Corporations Act (Ontario)"

A provincial law that sets the legal rules for creating, running and winding up corporations incorporated in Ontario; think of it as the operating manual and rulebook that companies and their leaders must follow. It matters to investors because it defines shareholder rights, director duties, reporting and approval processes for major actions like mergers or sales, so those rules affect governance, transparency, legal risk and the value of an investment.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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: April 28, 2026

EXHIBIT INDEX

Exhibit Number		Description
99.1		News release dated April 28, 2026 – Thomson Reuters Announces Voting Results of Return of Capital and Share Consolidation Transactions
99.2		Report of Voting Results

Exhibit 99.1

Thomson Reuters Announces Voting Results of

Return of Capital and Share Consolidation Transactions

Toronto, April 28, 2026 – Thomson Reuters (TSX/Nasdaq: TRI) today announced the voting results for its proposed return of capital and share consolidation transactions at its special meeting of shareholders held in-person today.

Shareholders approved a plan of arrangement to implement the company’s proposed return of capital and share consolidation transactions. A final report on voting results will be filed by the company with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission. As described in the company’s management proxy circular dated March 13, 2026 (the “Circular”), the return of capital and share consolidation transactions consist of a special cash distribution of US$605 million in the aggregate, or approximately US$1.36 per common share (estimated based on the number of common shares issued and outstanding as of the record date for the special meeting and assuming no shareholders opt-out of the return of capital), and a consolidation of the company’s outstanding common shares (or “reverse stock split”) on a basis that is proportional to the special cash distribution.

Timeline/Next Steps

The plan of arrangement for the return of capital and share consolidation transactions is subject to final approval by the Ontario Superior Court of Justice as well as the Toronto Stock Exchange (TSX) and the Nasdaq. The Court hearing for a final order to approve the plan of arrangement is scheduled to take place on April 29, 2026.

If those final approvals are received:

• Thomson Reuters will determine the actual cash distribution per share and the share consolidation ratio after 4:00pm (Toronto time) on May 1, 2026 based on the number of participating shares, and will issue a news release later that day with applicable information to shareholders;

• The plan of arrangement will become effective at 3:01 a.m. (Toronto time) on May 4, 2026, and the post-consolidation shares are expected to begin trading on the TSX and Nasdaq under a new CUSIP when markets open that day;

• As promptly as practicable after the transactions are effective, the company’s depositary for the transactions (Computershare Investor Services Inc.) 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; and

• Eligible shareholders who duly exercised their right to opt out of the return of capital will not receive the cash distribution. Each opting-out shareholder will still participate in the transactions through a share exchange and the share consolidation but will continue to hold the same number of shares that it currently holds. Such opting-out shareholders will realize a proportionate increase in their equity and voting interests in the company by virtue of the consolidation of the participating shares under the share consolidation. The opt-out deadline for registered shareholders passed yesterday.

Page 2  of 2

Further details of the proposed return of capital and share consolidation transactions are described in the Circular and related materials, which are available on www.thomsonreuters.com/2026specialmeeting. The return of capital and share consolidation documents were previously filed with the Canadian securities regulatory authorities 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.

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, 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 the world’s leading provider of trusted journalism and news. For more information, visit thomsonreuters.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this news release are forward-looking within the meaning of applicable Canadian and U.S. securities laws, including the Private Securities Litigation Reform Act of 1995, including statements relating to the completion of the return of capital and share consolidation transactions. These forward-looking statements are based on certain assumptions, including shareholder approval of the transactions, 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 the risk 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

Zoe Zanettos

Director, Corporate Affairs

+1 647 202 8948

zoe.zanettos@thomsonreuters.com

INVESTORS

Gary E. Bisbee, CFA

Head of Investor Relations

+1 646 540 3249

gary.bisbee@thomsonreuters.com

Exhibit 99.2

Report of Voting Results

for Special Meeting of Shareholders

TORONTO, April 28, 2026 – Thomson Reuters Corporation (“Thomson Reuters”) today announced the voting results for a plan of arrangement to implement the company’s proposed return of capital and share consolidation transactions at its special meeting of shareholders held in-person today. The return of capital and share consolidation transactions are described in greater detail in the management proxy circular dated March 13, 2026. The votes were conducted by ballot.

1. Plan of Arrangement

The special resolution approving the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) under which Thomson Reuters will (i) make a special cash distribution of US$605 million in the aggregate, and (ii) consolidate its outstanding common shares (or “reverse stock split”) on a basis that is proportional to the special cash distribution, all as more particularly described in the management proxy circular, was approved.

Votes For		% Votes For		Votes Against		% Votes Against
406,640,818		99.91%		355,631		0.09%

FAQ

What did Thomson Reuters (TRI) shareholders approve at the special meeting?

Shareholders approved a plan of arrangement for a special cash return of US$605 million and a proportional share consolidation. This combines a one-time distribution with a reverse stock split to return cash while keeping relative ownership stakes broadly aligned.

How much cash is Thomson Reuters (TRI) returning to shareholders?

Thomson Reuters plans a special cash distribution of US$605 million in total. This is estimated at about US$1.36 per common share, based on shares outstanding on the record date and assuming no shareholders opt out of the return of capital.

How did Thomson Reuters (TRI) shareholders vote on the capital return plan?

The special resolution passed with 406,640,818 votes for and 355,631 against. That represents 99.91% of votes cast in favor and 0.09% against, indicating very strong shareholder support for the return of capital and share consolidation transactions.

What is the share consolidation or reverse stock split at Thomson Reuters (TRI)?

The company will consolidate its outstanding common shares through a reverse stock split on a basis proportional to the cash distribution. This means the share count will shrink while aiming to maintain each shareholder’s ownership percentage after the special cash payment is made.

What approvals are still required for Thomson Reuters’ (TRI) capital return?

The plan of arrangement remains subject to final approval by the Ontario Superior Court of Justice, the Toronto Stock Exchange, and Nasdaq. A court hearing for a final order was scheduled for April 29, 2026, as part of the remaining approval steps.

Where can investors find detailed information on the Thomson Reuters (TRI) plan?

Details are provided in the management proxy circular dated March 13, 2026, and related materials. These are available on the company’s 2026 special meeting site, on SEDAR+, and on EDGAR, where Thomson Reuters filed and furnished the underlying documents.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 NEWS RELEASE 12.2 KB
• EX-99.2 EX-99.2 REPORT OF VOTING RESULTS 4.0 KB