CN to Repurchase Shares, Raises Dividend 3%
Canadian National Railway Company (CN) plans a new share repurchase program and a higher dividend for 2026.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Canadian National Railway Company (CN) plans a new share repurchase program and a higher dividend for 2026. The Board approved a 3% increase in the annual dividend, with a first‑quarter dividend of C$0.9150 per common share payable on March 31, 2026 to shareholders of record on March 10, 2026.
The new normal course issuer bid allows CN to buy back, for cancellation, up to 24 million common shares, or 3.9% of the 613,523,348 shares outstanding on January 22, 2026. The bid will run from February 4, 2026 to February 3, 2027 and may use exchange trades, alternative trading systems, derivatives and accelerated share repurchases, in line with Toronto Stock Exchange and New York Stock Exchange rules.
Under its current program, which expires February 3, 2026, CN had already repurchased 15,250,222 shares at a weighted‑average price of C$134.44, returning C$2,050 million to shareholders.
Positive
- New share repurchase authorization: CN approved a new normal course issuer bid to buy back up to 24 million common shares, representing 3.9% of shares outstanding as of January 22, 2026.
- Dividend increase: The Board approved a 3% increase in the 2026 dividend, with a first‑quarter dividend of C$0.9150 per share payable March 31, 2026.
Negative
- None.
Insights
CN pairs a new buyback of up to 24M shares with a 3% dividend hike, signaling continued capital returns.
CN is reinforcing its shareholder-return strategy by authorizing a new normal course issuer bid covering up to 24 million common shares, or 3.9% of shares outstanding as of January 22, 2026. The bid runs from February 4, 2026 to February 3, 2027 and can use multiple trading and derivative structures within TSX and NYSE rules.
The company also raised its 2026 dividend by 3%, with a first‑quarter payout of C$0.9150 per share on March 31, 2026. CN notes it has already returned C$2,050 million via 15,250,222 shares repurchased under the current bid, indicating consistent use of buybacks as part of its capital allocation approach.
FAQ
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What capital return actions did CN (CNI) announce in this 6-K?
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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of January 2026
Commission File Number: 001-02413
Canadian National Railway Company
(Translation of registrant’s name into English)
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
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, thereunto duly authorized.
| Canadian National Railway Company | ||||
| Date: | January 30, 2026 | By: | /s/ Cristina Circelli | |
| Name: | Cristina Circelli | |||
| Title: | Vice-President, Corporate Secretary and General Counsel | |||
CANADIAN NATIONAL RAILWAY COMPANY
Table of Contents
| Items | Description | |
| 1. | News Release January 30, 2026 |
Exhibit 99.1
NEWS RELEASE
CN Announces
New Normal Course Issuer Bid
for Share Repurchase and 3% Dividend Increase
MONTREAL, January 30, 2026 — CN (TSX: CNR) (NYSE: CNI) announced today that its Board of Directors has approved a 3% increase in the 2026 dividend on the Company's outstanding common shares as well as the repurchase of its shares under a new normal course issuer bid (Bid).
“These actions reflect CN’s strong cash flow and our disciplined approach to managing capital. We are investing in the business, returning capital to shareholders and maintaining a strong balance sheet to support long-term performance.”
| – | Ghislain Houle, Executive Vice-President and Chief Financial Officer, CN |
The Bid permits CN to purchase, for cancellation, over a 12-month period up to 24 million common shares, representing 3.9% of the 613,523,348 common shares issued and outstanding of the Company on January 22, 2026. On that date, 613,155,320 common shares not held by insiders were issued and outstanding.
The Bid will be conducted between February 4, 2026, and February 3, 2027, through a combination of discretionary transactions and automatic repurchase plans at market prices prevailing at the time of purchase, through the facilities of the Toronto and New York stock exchanges, or alternative trading systems in Canada and in the United States, if eligible, and will conform to their regulations. Purchases may also be conducted using derivative-based programs, accelerated share repurchase transactions, or other methods of acquiring shares, subject to any required regulatory and stock exchange approvals and on such terms and at such times as shall be permitted by applicable laws.
The decisions regarding the timing and size of future purchases of common shares under the Bid are subject to management’s discretion and are based on a variety of factors, including market conditions. The new Bid was approved by the Toronto Stock Exchange (TSX) on January 29, 2026. TSX rules permit CN to purchase daily, through TSX facilities, a maximum of 395,423 common shares under the Bid.
CN believes that the repurchase of its shares represents an appropriate and beneficial use of the Company's funds.
CN's current normal course issuer bid, announced in January 2025 for the purchase of up to 20 million common shares, expires on February 3, 2026. As at the close of trading on January 22, 2026, CN had repurchased 15,250,222 common shares at a weighted-average price of C$134.44 per share, excluding brokerage fees, returning C$2,050 million to its shareholders. Purchases were made through the facilities of the TSX and alternative trading systems.
CN's Board of Directors also approved a first-quarter 2026 dividend on the Company's outstanding common shares. A quarterly dividend of ninety-one and a half cents (C$0.9150) per common share will be paid on March 31, 2026, to shareholders of record at the close of business on March 10, 2026.
CN Forward-Looking Statements
Certain statements included in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, including statements based on management’s assessment and assumptions and publicly available information with respect to CN. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as "believes," "expects," "anticipates," "assumes," "outlook," "plans," "targets," "goals," or other similar words. Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
About CN
CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.
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Contacts:
| Media | Investment Community |
| Ashley Michnowski | Stacy Alderson |
| Senior Manager | Assistant Vice-President |
| Media Relations | Investor Relations |
| (438) 596-4329 | (514) 399-0052 |
| media@cn.ca | investor.relations@cn.ca |