Canadian Pacific Kansas City Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

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 17, 2025 (March 12, 2025)

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On March 17, 2025, Canadian Pacific Railway Company (the “Company”) completed its offering of U.S.$600,000,000 aggregate principal amount of 4.800% notes due 2030 (the “2030 Notes”) and U.S.$600,000,000 aggregate principal amount of 5.200% notes due 2035 (the “2035 Notes”) (collectively, the “Notes”). The Notes are guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) by Canadian Pacific Kansas City Limited, the parent of the Company (the “Guarantor”).

In connection with the offering, on March 12, 2025, the Company and the Guarantor entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters listed in Schedule 1 thereto. The Underwriting Agreement contains customary representations, covenants and indemnification provisions.

The offering of the Securities was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-10 (File No. 333-285353) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2025. The terms of the Securities are described in the Company’s prospectus, dated March 6, 2025, as supplemented by a final prospectus supplement, dated March 12, 2025, as filed with the Commission on March 13, 2025.

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 Seventh Supplemental Indenture, dated as of March 17, 2025 (the “Seventh Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee.

The descriptions of the Underwriting Agreement, the Securities and the Seventh Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by reference to the complete terms of the Underwriting Agreement, the Seventh Supplemental Indenture and the forms of Notes included in the Seventh Supplemental Indenture. The Underwriting Agreement, Seventh 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.

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

(d) Exhibits

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.