Overview and Key Points

• Filing Type: Annual Report Amendment (10-K/A), Amendment No. 1 for FY ended December 31, 2025.
• Registrant: Canadian Pacific Kansas City Ltd. (CPKC), a foreign private issuer in the U.S.
• Reason for Amendment: To include Part III information (e.g., directors, executive compensation) not previously included in the original 10-K filing.
• Reporting Status: CPKC continues to file full U.S.-style reports (10-K, 10-Q, 8-K), providing transparency uncommon for foreign private issuers.
• Share Information: As of February 25, 2026, there were 897,958,953 common shares outstanding. Public float as of June 30, 2025, was USD \$72.75 billion.
• Well-Known Seasoned Issuer: Yes
• Large Accelerated Filer: Yes
• ICFR Attestation: Auditor has attested to the effectiveness of internal controls over financial reporting.

Corporate Governance and Board Structure

• Board Structure: The Board comprises highly experienced directors with deep expertise in executive leadership, finance, law, environment, compensation, and risk management. Many are current or former C-suite executives and/or board members of major international companies.
• Committee Attendance: 2025 Board and committee attendance was 100% for all directors, highlighting high engagement and governance standards.
• Board Refreshment: Regular board refreshment is emphasized, with several directors joining in recent years and a demonstrated commitment to diversity, skills, and sector experience.
• Audit Committee Financial Experts: Multiple directors meet U.S. SEC requirements for audit committee financial expertise, strengthening financial oversight.
• Committee Structure: The Board maintains specialized committees: Audit and Finance, Governance, Compensation, Risk and Sustainability, and Integration, with clear mandates and robust oversight practices.
• Share Ownership Compliance: All directors and executives meet or are expected to meet share ownership requirements, aligning leadership incentives with shareholder interests.

Executive Compensation and Related Disclosures

• Disclosure Standard: CPKC follows Canadian executive compensation disclosure rules, which are largely aligned with U.S. standards. All figures in this section are in Canadian dollars unless otherwise stated.
• Compensation Committee: There were no reportable interlocks or insider participation on the Management Resources and Compensation Committee in 2025, supporting independent oversight.
• Compensation Committee Report: The Committee reviewed and approved the Compensation Discussion and Analysis, affirming alignment with shareholder interests and regulatory requirements.

Shareholder and Regulatory Highlights

• No Restatements or Errors: The financial statements included in the filing do not reflect corrections of previously issued statements, and there are no restatements requiring recovery of executive compensation.
• Not a Shell Company: CPKC is not a shell company as defined by U.S. securities law.
• Code of Ethics: CPKC maintains a robust Code of Business Ethics and a supplemental code for senior financial officers. No waivers issued in 2025.
• Insider Trading Policy: Applies to all directors, officers, employees, and consultants, with policy materials publicly available.
• Foreign Private Issuer Status: CPKC qualifies as a foreign private issuer and is exempt from certain U.S. proxy and governance rules, but voluntarily meets or exceeds these standards in most respects, enhancing cross-border investor confidence.

Board Nominee and Director Details

• Director Profiles: Extensive individual director biographies, education, skills, and other board service are disclosed, with several directors holding prominent roles at other public companies (e.g., KKR & Co. Inc., Duluth Holdings Inc., Telus Corporation, Suncor Energy Inc., The Greenbrier Companies, FWD Group Holdings Limited, Northwest Natural Gas Company).
• Diversity and Experience: The Board is comprised of individuals with backgrounds in law, accounting, engineering, business, government, and the transportation sector, supporting a wide range of perspectives and expertise relevant to CPKC’s complex North American operations.

Potentially Price-Sensitive or Material Information

• No Material Restatements or Corrections: There have been no material restatements, financial errors, or executive compensation clawbacks, reducing near-term risk of negative surprises.
• Strong Board and Governance: The high level of board engagement, independent oversight, and compliance with both U.S. and Canadian governance standards may positively influence investor perception and support for CPKC’s premium valuation in the rail sector.
• Continued U.S. Reporting: Although not required, CPKC’s choice to continue full U.S.-style reporting as a foreign private issuer provides greater transparency, potentially broadening the investor base and reducing the risk premium relative to peers.
• Stable Share Structure: No changes in share capital or significant insider activity are disclosed, supporting predictability for shareholders.

Summary for Investors

The amended 10-K/A for Canadian Pacific Kansas City Ltd. offers further assurance of the company’s strong governance, full regulatory compliance, and board independence. With no material adverse developments, errors, or restatements, and with a highly qualified board and management team in place, the filing reinforces CPKC’s position as a best-in-class North American railway operator. The company’s voluntary adherence to U.S. reporting standards, despite its foreign private issuer status, is a positive signal for both U.S. and international investors and may help support its valuation and access to capital markets.