UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Shares, without par value, of Canadian Pacific Kansas City Limited | CP | Toronto Stock Exchange | ||
| Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company | BC87 | London Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On January 27, 2026, the Board of Directors (the “Board”) of Canadian Pacific Kansas City Limited (the “Corporation”) appointed Marc Parent to the Board, effective as of January 27, 2026, to serve until the close of the Corporation’s next annual meeting of shareholders, unless Mr. Parent resigns or is otherwise removed earlier. Mr. Parent has not yet been appointed to any committee of the Board.
Mr. Parent will receive compensation beginning as of January 27, 2026 in accordance with the policies and procedures previously approved by the Board for non-employee directors of the Corporation and as more fully described in the Corporation’s 2025 Management Proxy Circular (filed as Exhibit 99.1 to the Corporation’s Form 8-K filed with the Securities and Exchange Commission on March 25, 2025) under the heading “Director compensation for 2024” beginning on page 83 (and such description is incorporated herein by reference).
There is no arrangement or understanding between Mr. Parent and any other person pursuant to which Mr. Parent was appointed as a director. Mr. Parent has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| ITEM 7.01. | Regulation FD Disclosure. |
On January 28, 2026, the Corporation issued a press release announcing Mr. Parent’s appointment to the Board. A copy of this press release is attached as Exhibit 99.1.
The press release referred to in the paragraph above is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Corporation under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 8.01. | Other Events. |
On January 28, 2026, the Corporation issued a press release announcing that the Toronto Stock Exchange has accepted the Corporation’s notice to implement an early renewal of its normal course issuer bid (the “2026 NCIB”). Under the 2026 NCIB, the Corporation will be permitted to purchase, for cancellation, up to 82,214,163 Common Shares less the 37,348,539 Common Shares the Corporation purchased under its existing normal course issuer bid which commenced on March 3, 2025 and had an expiry date of March 2, 2026, for permitted net new purchases of up to 44,865,624 Common Shares. 44,865,624 Common Shares represents approximately 5% of the Corporation’s 897,704,154 Common Shares issued and outstanding as at January 19, 2026. The 2026 NCIB is scheduled to commence on February 2, 2026 and is due to terminate on February 1, 2027. A copy of this press release is attached as Exhibit 99.2.
In addition, on January 28, 2026, the Corporation issued a press release announcing that the Board declared a quarterly dividend of $0.228 per share on the Corporation’s outstanding Common Shares. The dividend is payable on April 27, 2026 to holders of record at the close of business on March 27, 2026. A copy of this press release is attached as Exhibit 99.3.
The press releases referred to in the paragraphs above are furnished herewith as Exhibit No. 99.2 and Exhibit 99.3 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Corporation under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Exhibit Description | |
| Exhibit 99.1 | Press Release dated January 28, 2026. | |
| Exhibit 99.2 | Press Release dated January 28, 2026. | |
| Exhibit 99.3 | Press Release dated January 28, 2026. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| Dated: January 29, 2026 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
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By: | /s/ Tyler Robinson | |||
| Name: | Tyler Robinson | |||||
| Title: | General Counsel & Assistant Corporate Secretary | |||||