Canadian Pacific Kansas City Ltd 8-K, filed Jan 29, 2026
Canadian Pacific Kansas City Ltd (CP)
About this 8-K
Canadian Pacific Kansas City Ltd filed this 8-K on January 29, 2026, reporting on events of January 27, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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 | ||||||
|
|
By: | /s/ Tyler Robinson | |||
| Name: | Tyler Robinson | |||||
| Title: | General Counsel & Assistant Corporate Secretary | |||||
Exhibit 99.1
| Release: | January 28, 2026 |
CPKC announces industry veteran Gordon Trafton appointed board vice-chair
Two new members to join the board
Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) announced today that, as part of its ongoing board succession planning, Gordon Trafton, a current member of the CPKC board, has been appointed vice-chair of the board.
Additionally, CPKC today announced that Marc Parent has been appointed to the board effective Jan. 27, 2026, and that Kate Stevenson has been nominated to stand for election as a director at CPKC’s Annual General Meeting of Shareholders in April 2026.
Mr. Trafton, of Naperville, IL., has been a member of the board since Jan. 1, 2017. He retired in 2010 from Canadian National (CN), completing a 33-year railroad career that included time at CN, Illinois Central and Burlington Northern Railroad. From 2003 to 2009, he successively served as Senior Vice-President Strategic Acquisitions and Integration and as Senior Vice-President, Southern Region at CN. Prior to that, Mr. Trafton worked as CN’s Vice President, Operations Integration. On CPKC’s board, Mr. Trafton chairs the Risk and Sustainability Committee, serves on the Management Resources and Compensation Committee, and previously served on the board’s Integration Committee.
“I am honoured to be appointed vice-chair of the board,” said Mr. Trafton. “Isabelle Courville has established a legacy of excellence as board chair and I look forward to working closely with her, my fellow board members and our talented management team as we forge ahead together in our commitment to maximizing the value of CPKC for our shareholders, employees and customers.”
New board members
Mr. Parent, of Montreal, is a seasoned chief executive officer and corporate director with more than three decades of leadership experience in the aerospace industry. Throughout his 15-year tenure as President and CEO of CAE, Mr. Parent grew the company into the undisputed leader in global aviation training and simulation. His transformative work has garnered numerous accolades, including appointment to the Order of Canada, the country’s highest civilian honour.
“It is with great excitement that I join CPKC’s board,” said Mr. Parent. “CPKC plays a vital role in connecting communities and nations while driving economic growth across the continent. I look forward to collaborating with the talented CPKC team to shape the company’s next phase of growth and success.”
Ms. Stevenson, of Toronto, has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the United States over the past two decades. With experience as a financial executive in the telecommunications and banking sectors, Ms. Stevenson is currently Chair of the Board of Directors of CIBC.
“It is an honour to be nominated to join CPKC, a company critical to our supply chain and vital to our North American economy,” said Ms. Stevenson. “I am excited at the prospect of bringing my perspective and expertise to the board to advance the company’s remarkable success.”
About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR
Contacts:
Media
mediarelations@cpkcr.com
Investment Community
Chris De Bruyn
403-319-3591
investor@cpkcr.com
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Exhibit 99.2
| Release: | January 28, 2026 |
CPKC announces TSX acceptance of early renewal of share repurchase program
Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (“CPKC”) announced today that the Toronto Stock Exchange (“TSX”) has accepted its notice of intention to implement an early renewal of its normal course issuer bid (the “2026 NCIB”).
Under the 2026 NCIB, CPKC will be permitted to purchase for cancellation, up to 82,214,163 common shares in the capital of CPKC, or approximately 9 percent of its public float of common shares, less the 37,348,539 common shares purchased under the 2025 NCIB (as defined below), subject to normal terms and limitations of such bids for net new purchases of up to 44,865,624 common shares (representing approximately 5% of the 897,704,154 issued and outstanding common shares as at January 19, 2026). The 2026 NCIB is expected to commence on February 2, 2026 and is due to terminate on February 1, 2027 or such earlier date as CPKC may determine.
“CPKC’s strong free cash flow generation, robust growth pipeline, and proven operational execution underpin our confidence in launching this new share repurchase program,” said CPKC President and CEO Keith Creel. “We remain firmly committed to creating long-term shareholder value through disciplined and opportunistic capital allocation.”
CPKC has terminated its existing normal course issuer bid which commenced on March 3, 2025 and had an expiry date of March 2, 2026 (the “2025 NCIB”). CPKC repurchased and cancelled 37,348,539 of the 37,348,539 common shares it was authorized to repurchase under its 2025 NCIB, at a weighted average price per common share of $105.53. As a result of the early termination of the 2025 NCIB, the 37,348,539 common shares purchased under the 2025 NCIB will be deducted from the 2026 NCIB annual limit of common shares as per the requirements of the TSX.
Purchases of CPKC’s common shares under the 2026 NCIB may be made through the facilities of the TSX, the New York Stock Exchange (“NYSE”) and alternative trading systems in Canada and the US by means of open market transactions or by such other means as may be permitted by the TSX, the NYSE and under applicable securities laws, including automatic purchase programs, private agreements or share repurchase programs pursuant to issuer bid exemption orders issued by applicable securities regulatory authorities. The price CPKC will pay for any common shares will be the market price at the time of purchase or such other price as may be permitted by the rules of the TSX. Any purchase made under an exemption order issued by a securities regulatory authority will generally be at a discount to the prevailing market price. Any common shares acquired through the 2026 NCIB will be cancelled.
Except as permitted by TSX rules, CPKC will not acquire through the facilities of the TSX more than 351,655 common shares during a trading day, being 25 percent of the average daily trading volume of CPKC common shares on the TSX for the six calendar months preceding the commencement date of the 2025 NCIB. In addition, CPKC will not acquire per day on the NYSE more than 25 percent of the average daily trading volume for the four most recently completed calendar weeks preceding the date of purchase, subject to, in both cases, certain exceptions for block purchases.
In connection with the 2026 NCIB, CPKC expects to enter into an automatic purchase plan agreement (“Plan”) with its designated broker to allow for purchases of its common shares during internal quarterly blackout periods. The timing and amount of such purchases would be at the discretion of the broker based on parameters established by CPKC prior to any blackout period. Outside of these periods, common shares will be purchased in accordance with management’s discretion, subject to TSX rules and applicable law. The Plan has been reviewed and pre-cleared by the TSX and may be terminated by CPKC or its broker in accordance with its terms, or will terminate on the expiry of the 2026 NCIB. CPKC expects the Plan to be implemented on February 2, 2026. All purchases of common shares made under the Plan will be included in determining the aggregate number of common shares purchased under the 2026 NCIB. If adopted, the Plan will constitute an “automatic securities purchase plan” under applicable Canadian securities laws, and will be adopted in accordance with applicable U.S. securities laws, including the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934.
The actual number of common shares that will be repurchased under the 2026 NCIB, and the timing of any such purchases, will be determined by CPKC, subject to the limits imposed by the TSX, the NYSE and applicable securities laws in Canada and the United States. There cannot be any assurances as to how many common shares, if any, will ultimately be acquired by CPKC.
CPKC believes that the purchase of its shares from time to time is an appropriate and advantageous use of its funds.
Forward Looking Statements
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws in both the U.S. and Canada (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking statements may contain statements with the words or headings such as “financial expectations”, “key assumptions”, “anticipate”, “believe”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “will”, “outlook”, “guidance”, “should” or similar words suggesting future outcomes. All statements other than statements of historical fact may be forward-looking statements. This news release includes forward-looking statements concerning, but not limited to, the actual number of common shares that will be repurchased under the 2026 NCIB, the method of purchase, the timing of any such purchases, the prices and cancellation thereof, reasons for and benefits of any purchases made under the 2026 NCIB, the anticipated implementation of the Plan, the method by which such CPKC common shares may be purchased, our ability to generate free cash flow, our growth pipeline and operational execution, and our ability to create long-term shareholder value through disciplined and opportunistic capital allocation.
The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to CPKC’s experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies; North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; effective tax rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions; applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.
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Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, forward-looking statements involve numerous inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: changes in business strategies and strategic opportunities; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; North American and global economic growth and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped by CPKC; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption of fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions, including the imposition of any tariffs, or other changes to international trade arrangements; the effects of current and future multinational trade agreements on or other developments affecting the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de Mexico, S.A. de C.V.’s concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, volcanism and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions; the outbreak of a pandemic or contagious disease and the resulting effects on economic conditions; the demand environment for logistics requirements and energy prices; restrictions imposed by public health authorities or governments; fiscal and monetary policy responses by governments and financial institutions; disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board in its March 15, 2023 decision; the successful integration of KCS into CPKC; the focus of management time and attention on the CP-KCS integration and other disruptions arising from the CP-KCS integration; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of CPKC to execute key priorities, including those in connection
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with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors that could cause actual results to differ materially from those described in the forward-looking statements contained in this news release are detailed from time to time in reports filed by CPKC with securities regulators in Canada and the United States, which can be accessed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). Reference should be made to “Part I – Item 1A – Risk Factors” and “Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” in CPKC’s annual report on Form 10-K and “Part II – Item 1A – Risk Factors” and “Part I – Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” in CPKC’s interim reports on Form 10-Q.
The forward-looking statements contained in this news release are made as of the date hereof. Except as required by law, CPKC undertakes no obligation to update publicly or otherwise revise any forward-looking statements, or the foregoing assumptions and risks affecting such forward-looking statements, whether as a result of new information, future events or otherwise.
About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR
Contacts:
Media
mediarelations@cpkcr.com
Investment Community
Chris De Bruyn
403-319-3591
investor@cpkcr.com
Page 4
Exhibit 99.3
| Release: | January 28, 2026 |
Canadian Pacific Kansas City Limited declares dividend
Calgary – The Board of Directors of Canadian Pacific Kansas City Limited (TSX: CP) (NYSE: CP) (CPKC) today declared a quarterly dividend of $0.228 per share on the outstanding Common Shares.
The dividend is payable on April 27, 2026, to holders of record at the close of business on March 27, 2026, and is an “eligible” dividend for purposes of the Income Tax Act (Canada) and any similar provincial/territorial legislation.
About CPKC
With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR
Contacts:
Media
mediarelations@cpkcr.com
Investment Community
Chris de Bruyn
403-319-3591
investor@cpkcr.com