George Weston Limited (the “Company”) announced today that the Toronto Stock Exchange (TSX) has approved an amendment to the Company’s normal course issuer bid (“NCIB”). The modification allows Wittington Investments, Limited (“Wittington”), the Company’s majority shareholder, to participate in the buyback program on a fully proportionate basis, in line with its ownership level.
Wittington, which is controlled by Galen G. Weston and represents the Weston family’s holding interests, currently owns approximately 59.2% of the issued and outstanding common shares (“Common Shares”) of George Weston Limited. This ownership stake has risen from around 57% in 2023 when Wittington first began taking part in the NCIB. With the amendment, Wittington will now move from its prior fixed participation of 50% of its pro rata share to full pro rata participation, ensuring that its ownership level remains steady relative to the broader shareholder base.
Wittington’s Rationale for Full Participation
The decision reflects Wittington’s long-term confidence in George Weston Limited and its operating subsidiaries. The Weston family has long been associated with some of Canada’s most significant business enterprises, and its continued investment in the Company underscores its belief in Weston’s long-term growth strategy. By adopting full pro rata participation in the NCIB, Wittington ensures its ownership interest is not diluted as other shareholders tender their shares for repurchase.
In addition, Wittington has emphasized that this approach allows it to balance continued investment in Weston with its broader objectives, including diversification of assets, impact investing, and philanthropic commitments. The holding company has been increasingly active in social responsibility and philanthropy, and maintaining a stable ownership stake in George Weston provides a reliable foundation from which to pursue these other initiatives.
Impact of Stock Split on the NCIB
The amendment follows George Weston Limited’s recently completed three-for-one stock split of its Common Shares on August 18, 2025. The split, which aimed to enhance the accessibility and liquidity of the Company’s shares, necessitated updates to all share counts and limits under the NCIB.
Under the terms of the revised NCIB, the Company is authorized to purchase up to 19,344,552 Common Shares during the 12-month period from May 27, 2025 (the “Effective Date”) to May 26, 2026. This amount represents approximately 5% of the Company’s issued and outstanding Common Shares as of the Effective Date. The purchases may be made on the TSX, through alternative trading systems, or by other means permitted by TSX rules and applicable securities laws.
Based on the average daily trading volume of 373,422 shares in the six months preceding the Effective Date, daily repurchases under the NCIB are capped at 93,355 Common Shares, with exceptions allowed for block purchases and for transactions involving Wittington. To date, the Company has already repurchased a total of 3,365,615 Common Shares under this buyback program.
Regulatory Approval and Effectiveness of Amendment
The TSX has granted an exemption to enable Wittington’s pro rata participation, effective September 4, 2025. This exemption allows the Company to purchase shares directly from Wittington without breaching marketplace rules that normally restrict related-party transactions. The exemption, however, is conditional on strict compliance with the terms of the amended plan.
One important stipulation is that the maximum number of Common Shares that George Weston may purchase through the NCIB will be reduced by the number of shares acquired directly from Wittington. This ensures that the total buyback activity remains within the authorized limits set out in the NCIB.
Mechanism of Purchases from Wittington
Purchases from Wittington will take place during the TSX’s Special Trading Session under an automatic disposition plan (“ADP Agreement”). This arrangement involves the Company’s broker, the Company itself, and Wittington, and is designed to ensure fairness and transparency in execution.
Under the ADP Agreement, purchases from Wittington will occur only on trading days when the Company is also purchasing shares from other shareholders. This structure prevents Wittington from being treated preferentially and ensures that its participation is aligned with that of the broader shareholder base.
The agreement also includes safeguards: if Wittington fails to sell its pro rata allocation of Common Shares on any designated trading day—except in cases of market disruption—the TSX exemption will be revoked. In such an event, the Company would no longer be permitted to purchase shares directly from Wittington under the NCIB framework.
Significance for Shareholders
For shareholders of George Weston Limited, the amendment provides clarity on how the majority shareholder will engage in the buyback program going forward. The alignment of Wittington’s participation with its ownership stake reduces the potential for shifts in control or disproportionate benefits. It also sends a strong signal of confidence from the controlling shareholder, which could bolster market sentiment around the Company’s long-term prospects.
Share repurchase programs like the NCIB are often viewed positively by markets, as they can signal management’s belief that the shares are undervalued and provide a mechanism to return capital to shareholders. By repurchasing and cancelling shares, the Company may also enhance earnings per share (EPS) and improve return metrics, which benefits all shareholders who continue to hold their positions.
Broader Context
George Weston Limited, through its subsidiaries, is a key player in the Canadian food and retail landscape, with interests spanning grocery retail, real estate, and food processing. Wittington’s decision to participate fully in the NCIB further cements the long-standing relationship between the Company and its controlling shareholder. It also ensures that Wittington maintains steady influence and control over the Company while simultaneously signaling confidence in Weston’s strategy to investors, analysts, and market participants.
The amendment highlights the careful balance between corporate governance, shareholder fairness, and majority-owner influence that large, family-controlled businesses must manage. By choosing pro rata participation, Wittington aligns itself with practices that are both transparent and equitable, maintaining its shareholding level without disproportionately impacting minority investors.
