SCHEDULE: Thomson Family Affirms Control of Thomson Reuters

An amendment to Schedule 13D confirms the Thomson family's continued majority beneficial ownership in Thomson Reuters Corporation, with recent internal share transfers and pledges disclosed.

Summary

• Thomson Investments Limited beneficially owns 313,595,574 Common Shares of Thomson Reuters Corporation, representing approximately 70.5% of the outstanding shares.
• The Woodbridge Company Limited, the primary investment vehicle for the Thomson family, beneficially owns 300,638,534 Common Shares, or approximately 67.58% of the outstanding shares.
• The total number of Common Shares outstanding as of October 31, 2025, was 444,842,487.
• There has been no material change in the Thomson family's beneficial ownership since the previous amendment filed on April 16, 2024.
• Recent transactions include internal share transfers among various Ontario Limited entities and investment corporations, often related to wind-ups and dissolutions of subsidiaries, consolidating ownership under other Reporting Persons.
• A Reporting Person pledged an additional 96,019 Common Shares, bringing the total pledged by various Reporting Persons to Royal Bank of Canada to 2,935,697 Common Shares across nine demand credit facilities.
• Directors received Deferred Share Units (DSUs) as compensation, which are settled in Common Shares or cash upon termination of service.
• The Thomson family intends to maintain its controlling interest in Thomson Reuters.

Sentiment

Score: 6

Explanation: The filing indicates stability in the controlling ownership structure of Thomson Reuters by the Thomson family, which is generally positive for long-term strategic consistency. However, the increase in pledged shares introduces a minor element of financial risk, and the internal transfers and wind-ups, while not material to overall control, add complexity without clear positive operational implications.

Positives

• The Thomson family group maintains a strong controlling interest in Thomson Reuters, indicating stability in long-term strategic direction.
• No material change in the Thomson family's beneficial ownership since the last filing suggests consistent commitment to the company.
• The existence of a Dividend Reinvestment Plan (DRIP) allows for incremental share accumulation by some entities.

Negatives

• An increase in pledged shares by a Reporting Person to Royal Bank of Canada, now totaling 2,935,697 Common Shares, could indicate increased leverage or financing needs, though the specific reasons are not detailed.
• The sale of 25,000 Common Shares by The Nikita Foundation, a charity founded by Peter Thomson, represents a minor disposition by an affiliated entity.

Risks

• The pledging of 2,935,697 Common Shares to secure demand credit facilities introduces a financial risk, as these shares could be subject to margin calls or forfeiture if obligations are not met.
• While no current plans exist, the Reporting Persons retain the flexibility to consider future plans related to increasing or decreasing their investment, engaging on strategy, corporate governance, capital structure, and strategic alternatives, which could introduce uncertainty.

Future Outlook

The Reporting Persons plan to maintain their controlling interest in Thomson Reuters. While there are no current plans for significant changes, they may consider future actions such as increasing or decreasing their investment, or engaging with Thomson Reuters on strategy, corporate governance, capital structure, and strategic alternatives. No plans for extraordinary corporate transactions, changes in board/management, capitalization/dividend policy, business structure, delisting, or termination of registration are currently in place.

Management Comments

• The directors and officers of Woodbridge are responsible for its business and operations.
• In certain limited circumstances, including very substantial dispositions of Common Shares by Woodbridge, the estate arrangements provide for approval of the Trust Company, as trustee, to be obtained.
• Thomson Investments Limited, Woodbridge and the other Reporting Persons plan to maintain their controlling interest in Thomson Reuters.
• From time to time, each of the Reporting Persons may acquire or dispose of Common Shares for liquidity and other reasons.
• There has been no material change in the Thomson family's beneficial ownership of Common Shares since then [April 16, 2024].

Industry Context

This filing primarily concerns the internal ownership structure and control of Thomson Reuters by the Thomson family. It does not provide information directly related to broader industry trends or competitive landscape, but it reinforces the long-term stability of the company's ownership, which can be a factor in investor confidence within the information services and media industry.

Corporate Governance

Related Party Transactions

• Internal transfers of Common Shares between various Ontario Limited entities and investment corporations, all part of the broader Thomson family group, in connection with wind-ups and dissolutions.
• Peter J. Thomson, a Director and Co-Chairman of Woodbridge, acquired 77 Common Shares as compensation for serving as a director of Thomson Reuters.
• The Nikita Foundation, a charity founded by Peter Thomson and his wife, sold 25,000 Common Shares.
• David K.R. Thomson, Peter J. Thomson, and Michael Friisdahl hold Deferred Share Units (DSUs) as compensation for director service.

Stakeholder Impact

• Shareholders: The filing reaffirms the stable, long-term controlling ownership by the Thomson family, which could be viewed positively for strategic consistency but also implies limited influence for minority shareholders. The internal share transfers and pledges do not materially alter the overall control.
• Management/Employees: The stability of the controlling shareholder group suggests continuity in overall corporate direction, which can provide a stable environment for management and employees.
• Creditors: The pledging of shares to Royal Bank of Canada could be relevant to creditors, as it indicates assets used as collateral, though the amount is relatively small compared to the total beneficial ownership.

Next Steps

• Reporting Persons may acquire or dispose of less than one half of one percent of outstanding Common Shares for liquidity or other reasons.
• Reporting Persons may consider or develop future plans related to increasing or decreasing their investment, or engaging with Thomson Reuters on strategy, corporate governance, capital structure, and strategic alternatives.

Key Dates

Recommendation

This filing is an update to a Schedule 13D, primarily detailing the beneficial ownership structure of Thomson Reuters by the Thomson family. It explicitly states no material change in beneficial ownership, reinforcing the long-term stability of control. While there are minor internal share transfers and an increase in pledged shares, these do not indicate a fundamental shift in the company's operational or financial prospects. Therefore, for a seasoned investor, this filing primarily confirms the status quo regarding ownership and control, suggesting a 'hold' recommendation as it provides no new information that would warrant a change in investment thesis.

Keywords

Thomson Reuters, Schedule 13D, Beneficial Ownership, Thomson Family, Woodbridge Company, Corporate Governance, Share Pledges, Dividend Reinvestment Plan, SEC Filing, Controlling Interest