[6-K] CANADIAN NATIONAL RAILWAY CO Current Report (Foreign Issuer)
Rhea-AI Filing Summary
Canadian National Railway Company (CN) announced a public debt offering of US$750 million in U.S. markets. The deal consists of US$300 million of 4.350% notes maturing in 2029 and US$450 million of 4.950% notes maturing in 2036.
CN expects to close the offering on May 12, 2026, under an effective shelf registration statement dated April 29, 2026. The company plans to use the net proceeds for general corporate purposes, including repaying commercial paper, as it continues operating a roughly 20,000-mile rail network that moves over 300 million tons of freight annually.
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Insights
CN adds US$750M in fixed-rate debt mainly to refinance short-term borrowings.
CN is issuing US$750 million of notes split between 2029 and 2036 maturities at fixed coupons of 4.350% and 4.950%. The offering is made under an existing shelf registration in the U.S. public bond market.
Management plans to use proceeds for general corporate purposes, including repayment of commercial paper. Replacing short-term commercial paper with longer-term notes can extend the company’s debt maturity profile and lock in current interest rates, though it also commits to fixed coupon payments through 2029 and 2036.
Joint bookrunners J.P. Morgan, RBC Capital Markets and SMBC Nikko are leading the transaction, which is expected to close on May 12, 2026, subject to customary closing conditions. Forward-looking statements highlight macroeconomic, regulatory and operational risks that could affect CN’s future performance and its ability to benefit from this financing.
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 May 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: May 7, 2026 | By: | /s/ Olivier Chouc | |
| Name: | Olivier Chouc | ||
| Title: | Senior Vice-President and Chief Legal Officer | ||
CANADIAN NATIONAL RAILWAY COMPANY
Exhibit Index
| Exhibit Number | Description of Exhibit |
| 99.1 | Press Release – CN announces US$750 million debt offering |
Exhibit 99.1
NEWS RELEASE
CN Announces US$750 Million Debt Offering
MONTREAL, May 7, 2026 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$750 million comprised of US$300 million aggregate principal amount of 4.350% Notes due 2029 and US$450 million aggregate principal amount of 4.950% Notes due 2036. CN expects to close the offering on May 12, 2026, subject to the satisfaction of customary closing conditions.
CN plans to use the net proceeds from the offering for general corporate purposes, including the repayment of commercial paper.
The debt offering is being made in the United States under an effective shelf registration statement dated April 29, 2026.
The joint bookrunners of the debt offering are: J.P. Morgan Securities LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc.
A copy of the prospectus supplement and the accompanying prospectus for the offering may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Solutions, 1155 Long Island Avenue, Edgewood, New York, NY, 11717, Telephone 1-212-834-4533, Email: prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attn: DCM Transaction Management, Telephone: 212-618-7706, Email: TMGUS@rbccm.com; or SMBC Nikko Securities America, Inc., 277 Park Avenue, Attn: Debt Capital Markets, New York, NY 10172, Telephone: 888-868-6856, Email: Prospectus@smbcnikko-si.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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.
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, relating, but not limited to, statements relating to potential debt refinancing as well as with respect to the timing and completion of the proposed debt offering, which is subject to customary termination rights and closing conditions. 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 are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts and tensions; trade restrictions, trade barriers, or the imposition of tariffs or other changes to international trade arrangements; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN.
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. Information contained on, or accessible through, our website is not incorporated by reference into this news release.
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Contacts:
| Media | Investment Community |
| Ashley Michnowski | Jamie Lockwood |
| Senior Manager | Vice-President |
| Media Relations | Investor Relations and Special Projects |
|
(438) 596-4329 media@cn.ca |
(514) 399-0052 investor.relations@cn.ca |