CN files new shelf to issue debt securities

Canadian National Railway Company has filed a new shelf prospectus with Canadian regulators and a related registration statement with the SEC, allowing it to issue debt securities in Canadian and U.S. markets over the next 37 months.

Rhea-AI Filing Summary

Canadian National Railway Company has filed a new shelf prospectus with Canadian regulators and a related registration statement with the SEC, allowing it to issue debt securities in Canadian and U.S. markets over the next 37 months.

The new shelf replaces a prior prospectus and registration that were set to expire on May 3, 2026. CN states that net proceeds from any future debt sales may be used for general corporate purposes, including redeeming or refinancing existing debt, share repurchases, acquisitions and other business opportunities.

The registration statement has been filed but is not yet effective, so the securities cannot be sold and offers to buy cannot be accepted until effectiveness and compliance with applicable securities laws in each jurisdiction.

Key Figures

Shelf duration: 37 months Previous shelf expiry date: May 3, 2026 Freight volume: More than 300 million tons per year +1 more

4 metrics

Shelf duration 37 months Period CN may issue debt securities in Canadian and U.S. markets

Previous shelf expiry date May 3, 2026 Date prior shelf prospectus and registration were set to expire

Freight volume More than 300 million tons per year Natural resources, manufactured products and finished goods transported

Rail network length Nearly 20,000 miles CN’s rail network connecting Canada coasts with U.S. Midwest and Gulf Coast

Key Terms

shelf prospectus, registration statement, general corporate purposes, redemption and refinancing of outstanding indebtedness, +1 more

5 terms

shelf prospectus regulatory

"CN files shelf prospectus qualifying the issuance of debt securities"

A shelf prospectus is a regulatory filing that pre-approves a company’s plan to sell shares or bonds over time without needing a new registration each time. Think of it as a menu the company files with regulators that lets it quickly “take items off the shelf” and raise money when market conditions are favorable. Investors care because it signals the company can issue new securities on short notice, which can affect ownership dilution and share price.

registration statement regulatory

"filed a shelf prospectus with Canadian securities regulators and a registration statement with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

general corporate purposes financial

"use net proceeds from the sale of debt securities under the shelf prospectus for general corporate purposes"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

redemption and refinancing of outstanding indebtedness financial

"may include the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions"

share repurchases financial

"may include the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions"

Share repurchases occur when a company buys back its own shares from the open market. This process reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's future. For investors, share repurchases can be a sign that the company believes its stock is undervalued and may lead to higher share prices.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Canadian National Railway (CNI) announce in this Form 6-K?

Canadian National Railway filed a new shelf prospectus and related SEC registration statement to permit issuance of debt securities in Canadian and U.S. markets over the next 37 months, replacing a prior shelf that was set to expire on May 3, 2026.

How long will CN's new debt shelf prospectus remain effective?

The new shelf prospectus allows CN to issue debt securities for up to 37 months. During this period, the company can conduct one or more debt offerings in Canadian and U.S. markets, subject to market conditions and regulatory effectiveness requirements.

What does CN plan to use potential debt proceeds for?

CN expects to use net proceeds from any debt issued under the shelf for general corporate purposes. These may include redeeming or refinancing existing indebtedness, share repurchases, acquisitions and funding other business opportunities across its rail and logistics network.

Can CN sell debt securities immediately under this new registration?

No. Although CN has filed the registration statement with the SEC, it has not yet become effective. The securities cannot be sold, and offers to buy cannot be accepted, until the registration statement is effective and all applicable securities law requirements are satisfied.

How does this new shelf affect CN’s previous debt issuance program?

The new shelf prospectus and registration statement replace CN’s previous shelf program, which was scheduled to expire on May 3, 2026. This maintains CN’s ability to access Canadian and U.S. debt markets without interruption for financing flexibility over the coming years.

Where can investors find CN’s new shelf prospectus and registration details?

The shelf prospectus will be available on the Canadian Securities Administrators’ SEDAR+ website and the SEC’s EDGAR system. It may also be obtained directly from Canadian National Railway’s Corporate Secretary at its Montréal head office, using the contact information in the disclosure.

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Accepted by SEC EDGAR 04/29/2026 - 11:06 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-02413

Canadian National Railway Company
(Translation of registrant’s name into English)

935 de la Gauchetiere Street West
Montréal, 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.

Date: April 29, 2026

Canadian National Railway Company
By:	/s/ Olivier Chouc
	Name:	Olivier Chouc
	Title:	Senior Vice-President and Chief Legal Officer

2

CANADIAN NATIONAL RAILWAY COMPANY

Table of Contents

Items		Description
1		News Release, dated April 29, 2026

3

Item 1

 

North America’s Railroad

NEWS RELEASE

CN files shelf prospectus qualifying the issuance of debt securities

MONTREAL, April 29, 2026 — CN (TSX: CNR) (NYSE: CNI) announced today that it has filed a shelf prospectus with Canadian securities regulators and a registration statement with the United States Securities and Exchange Commission (SEC), pursuant to which CN may issue debt securities in Canadian and U.S. markets over the next 37 months. This shelf prospectus and registration statement replaces CN’s previous shelf prospectus and registration statement that were set to expire on May 3, 2026.

CN expects to use net proceeds from the sale of debt securities under the shelf prospectus for general corporate purposes, which may include the redemption and refinancing of outstanding indebtedness, share repurchases, acquisitions and other business opportunities.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

A copy of the shelf prospectus will be available on the Canadian Securities Administrators’ web site, www.sedarplus.ca, or the SEC’s website, www.sec.gov. It may also be obtained from the Corporate Secretary, Canadian National Railway Company, 935 de La Gauchetière Street West, Montréal, Quebec, H3B 2M9 (Telephone: 514-399-7091).

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.

Contacts:

Media	Investment Community
Ashley Michnowski	Jamie Lockwood
Senior Manager	Vice-President
Media Relations (438) 596-4329	Investor Relations and Special Projects (514) 399-0052
(438) 596-4329	investor.relations@cn.ca
media@cn.ca