Nutrien Ltd. Receives TSX Approval for New Share Repurchase Program
Nutrien Ltd. (TSX and NYSE: NTR) has announced that the Toronto Stock Exchange (TSX) has accepted its notice to initiate a renewed normal course issuer bid (NCIB). Through this program, the company is authorized to repurchase a portion of its issued and outstanding common shares, reinforcing its ongoing capital allocation strategy and commitment to delivering long-term shareholder value.
Under the terms of the renewed NCIB, Nutrien may acquire up to five percent of its issued and outstanding common shares. This strategic move reflects the company’s view that repurchasing its own shares represents a prudent and attractive investment opportunity, while also aligning with its broader objective of returning capital to shareholders over time. By reducing the number of shares outstanding, Nutrien aims to enhance shareholder value and optimize its capital structure in a disciplined manner.
Scope and Structure of the Normal Course Issuer Bid
The NCIB allows Nutrien to purchase common shares through multiple trading platforms. Transactions may occur through the facilities of the TSX, the New York Stock Exchange (NYSE), and/or alternative trading systems in both Canada and the United States. In addition, purchases may be conducted through other mechanisms permitted under applicable securities laws.
The exact number of shares repurchased and the timing of those purchases will ultimately depend on market conditions and management’s discretion. Nutrien has emphasized that the program provides flexibility, allowing the company to respond to market dynamics while remaining within regulatory guidelines.
As of February 17, 2026, Nutrien had 481,141,322 common shares issued and outstanding. Based on this total, the company is permitted to repurchase up to 24,057,066 common shares under the renewed NCIB. Any shares acquired through the program will be cancelled upon purchase, thereby reducing the total number of outstanding shares and potentially increasing earnings per share over time.
Regulatory Framework and Daily Purchase Limits
The renewed NCIB will operate in compliance with established regulatory frameworks in both Canada and the United States. On the Canadian side, purchases will adhere to TSX normal course issuer bid rules. In the U.S., transactions will comply with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended. These regulations impose certain restrictions designed to maintain orderly market conditions and prevent market manipulation.
One key restriction relates to daily purchase limits. Subject to certain exceptions for block purchases, Nutrien may not acquire more than 25 percent of the average daily trading volume of its common shares on the TSX during any given trading day. For the six-month period from August 1, 2025, to January 31, 2026, the average daily trading volume of Nutrien’s shares on the TSX was 1,720,429 shares. As a result, the company’s maximum daily repurchase limit on the TSX will generally be 430,107 shares, unless block purchase exemptions apply.
These safeguards are intended to ensure that the share repurchase program does not materially disrupt normal trading activity. They also provide transparency and predictability for investors monitoring trading volumes and company buyback activity.
Methods of Share Repurchase
Purchases under the NCIB will primarily be conducted through open market transactions at prevailing market prices. However, Nutrien may also execute share repurchases through alternative methods permitted by securities regulations, including private agreements.
In instances where purchases are made by private agreement under an issuer bid exemption order issued by a securities regulatory authority, those transactions may be completed at a discount to the prevailing market price, in accordance with the terms specified in the exemption order. This flexibility allows the company to pursue opportunistic repurchases when favorable pricing conditions arise.
The NCIB is scheduled to commence on March 3, 2026. It will remain in effect until the earliest of March 2, 2027, the date on which Nutrien acquires the maximum number of shares permitted under the bid, or the date on which the company decides to terminate the program earlier.
Automatic Purchase Plan and Blackout Periods
To facilitate consistent execution of the share repurchase program, Nutrien has entered into an automatic purchase plan agreement with a designated broker. This arrangement allows the broker to purchase shares on the company’s behalf during self-imposed blackout periods—times when the company would otherwise be restricted from trading due to regulatory or internal governance considerations.
The automatic purchase plan provides pre-established instructions that enable repurchases to continue in compliance with applicable securities laws, even when management is not actively directing trades. Outside of blackout periods, share repurchases may be made at management’s discretion, subject to regulatory constraints and market conditions.
This structured approach ensures continuity in the execution of the NCIB while maintaining strict adherence to legal and governance standards.
Review of the Prior Share Repurchase Program
Nutrien’s previous NCIB authorized the purchase of up to 24,462,941 common shares. That program is set to expire on March 2, 2026, immediately prior to the commencement of the renewed NCIB.
As of February 17, 2026, the company had repurchased 8,708,901 common shares under the prior NCIB. These purchases were made through open market transactions at a weighted-average price of US$58.56 per share, representing a total aggregate expenditure of approximately US$510,031,461.
The completion of nearly 8.7 million share repurchases under the prior program demonstrates Nutrien’s disciplined approach to capital return. By deploying over half a billion U.S. dollars toward buybacks, the company underscored its confidence in its long-term strategy and financial position.
Strategic Rationale and Capital Allocation Focus
Nutrien’s decision to renew its NCIB reflects management’s continued belief that share repurchases represent an effective means of returning excess capital to shareholders. When market conditions are favorable and the company’s shares trade at levels deemed attractive, buybacks can provide a compelling use of capital relative to other investment alternatives.
In addition to enhancing shareholder returns, repurchasing and cancelling shares reduces dilution and may support key financial metrics such as earnings per share and return on equity. The renewed NCIB forms part of Nutrien’s broader capital allocation framework, which balances reinvestment in operations, debt management, dividends, and opportunistic share repurchases.
By securing TSX approval for the renewed NCIB and establishing clear parameters for execution, Nutrien has reinforced its commitment to disciplined financial management and long-term value creation. The program provides flexibility, regulatory compliance, and strategic optionality, positioning the company to respond effectively to evolving market conditions while prioritizing shareholder interests.
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