UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

August 22, 2025 (August 20, 2025)

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)

Canada

001-01342

98-0355078

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,

Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

(403) 319-7000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	New York Stock Exchange
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	CP40	New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	BC87	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01.

Entry into a Material Definitive Agreement.

On August 20, 2025, Canadian Pacific Railway Company (“CPRC”), a wholly owned subsidiary of Canadian Pacific Kansas City Limited (the “Registrant”), and the Registrant entered into a first amending agreement, dated as of August 20, 2025 (the “First Amending Agreement”), which amends the third amended and restated credit agreement, dated as of June 25, 2024 (the “Third Amended and Restated Credit Agreement”), among CPRC, as borrower, the Registrant, as covenantor, Bank of Montreal, as administrative agent, and the various lenders party thereto.

The First Amending Agreement amends the Third Amended and Restated Credit Agreement to provide for, among other things, the extension of the 5 Year Maturity Date (as such term is defined in the Third Amended and Restated Credit Agreement) from June 25, 2029 to June 25, 2030 for the 5 Year Facility (as such term is defined in the Third Amended and Restated Credit Agreement) and the extension of the 2 Year Maturity Date (as such term is defined in the Third Amended and Restated Credit Agreement) from June 25, 2026 to June 25, 2027 for the 2 Year Facility (as such term is defined in the Third Amended and Restated Credit Agreement).

The foregoing description of the First Amending Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amending Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit Description

Exhibit 10.1		First Amending Agreement, dated as of August 20, 2025, among Canadian Pacific Railway Company, as Borrower, Canadian Pacific Kansas City Limited, as Covenantor, Bank of Montreal, as Administrative Agent, and various Lenders party thereto.

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.


Dated: August 22, 2025

	CANADIAN PACIFIC KANSAS CITY LIMITED

	By:	/s/ Tyler Robinson
	Name:	Tyler Robinson
	Title:	General Counsel & Assistant Corporate Secretary

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K