UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

March 625, 2026 ~~(March 4, 2026)~~

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)

Canada

001-01342

98-0355078

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,

Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

(403) 319-7000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	New York Stock Exchange
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	CP40	New York 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~On March 6, 2026,~~ Canadian Pacific ~~Railway~~Kansas ~~Company~~City Limited (the “~~Company~~Corporation”) ~~completed~~is a foreign private issuer that prepares its ~~offering~~management ofproxy ~~U.S.$600~~circular,~~000~~ as required,~~000~~ ~~aggregate~~in ~~principal~~accordance ~~amount~~with ofCanadian 4corporate and securities law requirements.~~000%~~ ~~notes~~The ~~due~~Corporation ~~2029~~currently ~~(the~~continues ~~“2029~~to ~~Notes”)~~file its periodic and current reports on U.S.~~$600,000,000~~ ~~aggregate~~domestic ~~principal~~issuer ~~amount~~forms. The Corporation’s 2026 Notice of ~~5.500%~~Annual ~~notes~~Meeting ~~due~~of ~~2056~~Shareholders ~~(the~~and ~~“2056~~2026 ~~Notes”)~~Management ~~(collectively~~Proxy Circular, ~~the~~dated ~~“Notes”).~~March 10, ~~The~~2026, ~~Notes~~has ~~are~~been ~~guaranteed~~filed (with the ~~“Guarantee”~~Canadian ~~and,~~securities ~~together~~regulatory ~~with~~authorities ~~the~~on ~~Notes~~March 25, ~~the~~2026, ~~“Securities”)~~and byis ~~Canadian~~also ~~Pacific~~being ~~Kansas~~filed ~~City~~on ~~Limited,~~this ~~the~~current ~~parent~~report on Form 8-K. A copy of the ~~Company~~Corporation’s ~~(the~~2026 ~~“Guarantor”)~~Notice of Annual Meeting of Shareholders and 2026 Management Proxy Circular is attached as Exhibit 99.1 to this current report on Form 8-K.

~~In connection with the offering~~Additionally, on March 425, 2026, the ~~Company~~Corporation ~~and~~filed with the ~~Guarantor~~Canadian ~~entered~~securities ~~into~~regulatory anauthorities ~~Underwriting~~its ~~Agreement~~Notice ~~(the~~of ~~“Underwriting~~Availability ~~Agreement”)~~of ~~with~~Materials ~~Goldman~~for ~~Sachs &~~2026 ~~Co.~~Annual ~~LLC,~~Meeting ~~Barclays~~of ~~Capital Inc~~Shareholders., ~~Citigroup~~A ~~Global~~copy ~~Markets~~of ~~Inc.~~the ~~and~~Notice ~~SMBC~~of ~~Nikko~~Availability ~~Securities~~of ~~America,~~Materials ~~Inc.,~~for as2026 ~~representatives~~Annual Meeting of ~~the~~Shareholders ~~several~~is ~~Underwriters~~attached ~~listed~~as inExhibit ~~Schedule 1 thereto~~99.2 ~~The~~to ~~Underwriting~~this ~~Agreement~~current ~~contains~~report ~~customary~~on ~~representations, covenants and indemnification provisions~~Form 8-K.

~~The~~On ~~offering~~March 25, of2026, the ~~Securities~~Corporation ~~was~~also ~~registered~~issued ~~under the Securities Act of 1933, as amended, pursuant to~~ a ~~registration~~press ~~statement~~release onannouncing ~~Form~~that ~~F-10~~it ~~(File~~has ~~No. 333-285353)~~ filed ~~with~~its ~~the~~notice ~~Securities~~of meeting and ~~Exchange~~management ~~Commission~~proxy ~~(the~~circular ~~“Commission”)~~for onits ~~February 27,~~2026 ~~2025.~~annual ~~The~~meeting ~~terms~~ of ~~the~~shareholders ~~Securities~~with ~~are~~Canadian ~~described~~and inU.S. ~~the~~securities ~~Company’s~~regulators. ~~prospectus,~~A ~~dated~~copy ~~March 6,~~of ~~2025,~~this aspress ~~supplemented~~release byis aattached ~~final prospectus supplement, dated March 4, 2026,~~ as ~~filed~~Exhibit ~~with the Commission on March 5, 2026~~99.3.

The Securities were issued pursuant to an Indenture, dated as of September 11, 2015, by the Company and Computershare Trust Company N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of March 6, 2026 (the “Eighth Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee.

The descriptions of the Underwriting Agreement, the Securities and the Eighth Supplemental Indenture in this Current Report on Form 8-K (this “Current Report”) are summaries and are qualified in their entirety by reference to the complete terms of the Underwriting Agreement, the Eighth Supplemental Indenture and the forms of Notes included in the Eighth Supplemental Indenture. The Underwriting Agreement, Eighth Supplemental Indenture and the forms of Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, and are each incorporated by reference herein.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Exhibit Description
Exhibit No.		Exhibit Description
Exhibit 4.1		Underwriting Agreement, dated as of March 4, 2026, by and among Canadian Pacific Railway Company, as issuer, Canadian Pacific Kansas City Limited, as guarantor, and Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc., as representatives of the several Underwriters listed in Schedule 1 thereto.
Exhibit 99.1		2026 Notice of Annual Meeting of Shareholders and 2026 Management Proxy Circular
Exhibit 4.2		Eighth Supplemental Indenture, dated as of March 6, 2026, by and among Canadian Pacific Railway Company, as issuer, Canadian Pacific Kansas City Limited, as guarantor, and Computershare Trust Company N.A., as successor to Wells Fargo Bank, National Association, as trustee.
Exhibit 99.2		Notice of Availability of Materials for 2026 Annual Meeting of Shareholders
Exhibit 4.3		Form of 4.000% Note due 2029 (included in Exhibit 4.2).
Exhibit 99.3		Press Release, dated March 25, 2026
Exhibit 4.4		Form of 5.500% Note due 2056 (included in Exhibit 4.2).
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: March 6 25, 2026

CANADIAN PACIFIC KANSAS CITY LIMITED By: /s/ Tyler Robinson Name: Tyler Robinson Title: General Counsel &and Assistant Corporate Secretary

Filing Compare · CANADIAN PACIFIC KANSAS CITY LTD/CN