Mr. Chris De Bruyn reports
CPKC ANNOUNCES TSX ACCEPTANCE OF EARLY RENEWAL OF SHARE REPURCHASE PROGRAM
The Toronto Stock Exchange has accepted Canadian Pacific Kansas City Ltd.'s notice of intention to implement an early renewal of its normal course issuer bid (2026 NCIB).
Under the 2026 NCIB, Canadian Pacific Kansas will be permitted to purchase for cancellation up to 82,214,163 common shares in the capital of Canadian Pacific Kansas, or approximately 9 per cent 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 per cent of the 897,704,154 issued and outstanding common shares as at Jan. 19, 2026). The 2026 NCIB is expected to commence on Feb. 2, 2026, and is due to terminate on Feb. 1, 2027, or such earlier date as Canadian Pacific Kansas 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 Canadian Pacific Kansas president and chief executive officer Keith Creel. "We remain firmly committed to creating long-term shareholder value through disciplined and opportunistic capital allocation."
Canadian Pacific Kansas has terminated its existing normal course issuer bid, which commenced on March 3, 2025, and had an expiry date of March 2, 2026. It 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 Canadian Pacific Kansas's common shares under the 2026 NCIB may be made through the facilities of the TSX, the New York Stock Exchange, and alternative trading systems in Canada and the United States, 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 Canadian Pacific Kansas 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, Canadian Pacific Kansas will not acquire through the facilities of the TSX more than 351,655 common shares during a trading day, being 25 per cent of the average daily trading volume of Canadian Pacific Kansas 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 per cent 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, Canadian Pacific Kansas expects to enter into an automatic purchase plan agreement 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 Canadian Pacific Kansas 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 precleared by the TSX and may be terminated by Canadian Pacific Kansas or its broker in accordance with its terms, or will terminate on the expiry of the 2026 NCIB. Canadian Pacific Kansas expects the plan to be implemented on Feb. 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 Canadian Pacific Kansas, 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 Canadian Pacific Kansas.
Canadian Pacific Kansas believes that the purchase of its shares from time to time is an appropriate and advantageous use of its funds.
About Canadian Pacific Kansas City Ltd.
With its global headquarters in Calgary, Alta., Canada, Canadian Pacific Kansas is the first and only single-line transnational railway linking Canada, the United States and Mexico, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lazaro Cardenas, Mexico. Stretching approximately 20,000 route miles and employing 20,000 railroaders, Canadian Pacific Kansas provides North American customers unparalleled rail service and network reach to key markets across the continent. Canadian Pacific Kansas is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.