MONTREAL, Sept. 22, 2025 /CNW/ - National Bank of Canada (the "Bank") (TSX: NA) announced that the Toronto Stock Exchange (the "TSX") and the Office of the Superintendent of Financial Institutions have approved the Bank's normal course issuer bid to purchase for cancellation up to 8,000,000 of its common shares, representing approximately 2.04% of its 392,169,565 issued and outstanding common shares as at September 11, 2025.
The normal course issuer bid will be effective on September 25, 2025, and will end at the latest on September 24, 2026. It will provide the Bank with additional flexibility to manage capital.
Any purchases will be made through the facilities of the TSX and/or any alternative trading system in Canada. The Bank will pay the market price for the common shares at the time of acquisition, and the purchases will be made in accordance with applicable regulatory requirements. Common shares may also be repurchased through other means permitted by applicable securities laws, including by private agreements. Any private purchase made under an exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price.
National Bank Financial Inc. ("NBF") has been retained to act as the designated broker to repurchase Bank's shares pursuant to the normal course issuer bid. The Bank has established an automatic share purchase plan under which NBF may periodically purchase the Bank's common shares pursuant to the normal course issuer bid within a defined set of criteria. The actual number of common shares which may be purchased, the timing of any such purchases and the price at which the common shares are bought will depend upon future market conditions. The common shares acquired will be cancelled.
According to TSX's requirements, the Bank is entitled to repurchase up to 465,791 common shares during the same trading day (other than purchases made pursuant to the block purchase exception), representing 25% of the average daily trading volume of its common shares over the last six completed calendar months, which is 1,863,165 common shares.
In its most recent normal course issuer bid launched on December 12, 2023, and which ended on December 11, 2024, the Bank hasn't repurchased any common shares.
Caution Regarding Forward-Looking Statements
Certain statements in this press release regarding the normal course issuer bid are forward-looking statements. These statements are made in accordance with applicable securities legislation in Canada and the United States. The Bank may also make forward-looking statements in other documents and regulatory filings, as well as orally. These forward-looking statements are typically identified by verbs or words such as "outlook", "believe", "foresee", "forecast", "anticipate", "estimate", "project", "expect", "intend" and "plan", the use of future or conditional forms, notably verbs such as "will", "may", "should", "could" or "would", as well as similar terms and expressions.
These forward-looking statements are intended to assist the security holders of the Bank in understanding the Bank's financial position and results of operations as at the dates indicated and for the periods then ended, as well as the Bank's vision, strategic objectives, and performance targets, and may not be appropriate for other purposes. These forward-looking statements are based on current expectations, estimates, assumptions and intentions that the Bank deems reasonable as at the date thereof and are subject to inherent uncertainty and risks, many of which are beyond the Bank's control. There is a strong possibility that the Bank's express or implied predictions, forecasts, projections, expectations, or conclusions will not prove to be accurate, that its assumptions will not be confirmed, and that its vision, strategic objectives, and performance targets will not be achieved. The Bank cautions investors that these forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from these statements due to a number of factors. Therefore, the Bank recommends that readers not place undue reliance on these forward-looking statements, as a number of factors could cause actual results to differ materially from the expectations, estimates, or intentions expressed in these forward-looking statements. Investors and others who rely on the Bank's forward-looking statements should carefully consider the factors listed below as well as other uncertainties and potential events and the risk they entail. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf.
The forward-looking statements made in this press release are based on a number of assumptions and their future outcome is subject to a variety of risk factors, many of which are beyond the Bank's control and the impacts of which are difficult to predict. These risk factors include, among others, the general economic environment and business and financial market conditions in Canada, the United States, and the other countries where the Bank operates, including recession risk; geopolitical and sociopolitical uncertainty; the measures affecting trade relations between Canada and its partners, including the imposition of tariffs and any measures taken in response to such tariffs, as well as the possible impacts on our clients, our operations and, more generally, the economy; exchange rate and interest rate fluctuations; inflation; global supply chain disruptions; higher funding costs and greater market volatility; changes to fiscal, monetary, and other public policies; regulatory oversight and changes to regulations that affect the Bank's business; the Bank's ability to successfully integrate CWB and the undisclosed costs or liability associated with the acquisition; climate change, including physical risks and risks related to the transition to a low-carbon economy; the Bank's ability to meet stakeholder expectations on environmental and social issues, the need for active and continued stakeholder engagement; the availability of comprehensive and high-quality information from customers and other third parties, including greenhouse gas emissions; the ability of the Bank to develop indicators to effectively monitor our progress; the development and deployment of new technologies and sustainable products; the ability of the Bank to identify climate-related opportunities as well as to assess and manage climate-related risks; significant changes in consumer behaviour; the housing situation, real estate market, and household indebtedness in Canada; the Bank's ability to achieve its key short-term priorities and long-term strategies; the timely development and launch of new products and services; the ability of the Bank to recruit and retain key personnel; technological innovation, including open banking and the use of artificial intelligence; heightened competition from established companies and from competitors offering non-traditional services; model risk; changes in the performance and creditworthiness of the Bank's clients and counterparties; the Bank's exposure to significant regulatory issues or litigation; changes made to the accounting policies used by the Bank to report its financial position, including the uncertainty related to assumptions and significant accounting estimates; changes to tax legislation in the countries where the Bank operates; changes to capital and liquidity guidelines as well as to the instructions related to the presentation and interpretation thereof; changes to the credit ratings assigned to the Bank by financial and extra-financial rating agencies; potential disruptions to key suppliers of goods and services to the Bank; third-party risk, including failure by third parties to fulfil their obligations to the Bank; the potential impacts of disruptions to the Bank's information technology systems due to cyberattacks and theft or disclosure of data, including personal information and identity theft; the risk of fraudulent activity; and possible impacts of major events on the economy, market conditions, or the Bank's outlook, including international conflicts, natural disasters, public health crises, and the measures taken in response to these events; and the ability of the Bank to anticipate and successfully manage risks arising from all of the foregoing factors.
The foregoing list of risk factors is not exhaustive, and the forward-looking statements made in this press release are also subject to credit risk, market risk, liquidity and funding risk, operational risk, regulatory compliance risk, reputation risk, strategic risk, and social and environmental risk as well as certain emerging risks or risks deemed significant. Additional information about these factors is provided in the Risk Management section of the 2024 Annual Report as well as in the Risk Management section of the Report to Shareholders for the Third Quarter of 2025 and may be updated in the quarterly reports to shareholders filed thereafter.
About National Bank of Canada
With $553 billion in assets as at July 31, 2025, National Bank of Canada is one of Canada's six systemically important banks. The Bank has approximately 34,000 employees in knowledge-intensive positions and operates three business segments in Canada: Personal and Commercial Banking, Wealth Management and Financial Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities at nbc.ca or via social media.
SOURCE National Bank of Canada
Information: Marianne Ratté, Senior Vice President and Head, Investor Relations and Corporate Services Financial Performance Management, National Bank of Canada, [email protected]; Jean-François Cadieux, Assistant Vice President, Public Affairs, National Bank of Canada, [email protected]
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