UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31 , 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-01342
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (403) 319-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||
Toronto Stock Exchange | ||||
London Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
☐
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. ☒ |
Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ |
Smaller reporting company | ||||
| 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.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §
240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Exchange Act). Yes ☐
No As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by 73,439,582,788 , based on the closing sales price per share as reported by the New York Stock Exchange on such date.
non-affiliates
of the registrant, in U.S. dollars, was $As of the close of business on February 26, 2025, there were 933,713,487 shares of the registrant’s common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
Canadian Pacific Kansas City Limited (“CPKC”), a corporation incorporated under the Canada Business Corporations Act, qualifies as a foreign private issuer in the U.S. for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although as a foreign private issuer CPKC is no longer required to do so, CPKC currently continues to file annual reports on Form
10-K,
quarterly reports on Form 10-Q,
and current reports on Form 8-K
with the Securities and Exchange Commission (“SEC”) instead of filing reports on forms available to foreign private issuers. CPKC prepares and files a management information circular and related material under Canadian requirements. As CPKC’s management information circular is not filed pursuant to Regulation 14A, CPKC may not incorporate by reference information required by Part III of this Form
10-K
from its management information circular. CPKC filed its Annual Report on Form
10-K
for the fiscal year ended December 31, 2024 (“2024 Form 10-K”)
on February 27, 2025. In reliance upon and as permitted by Instruction G(3) to Form 10-K,
the Company is filing this Amendment No. 1 on Form 10-K/A
(“Amendment No. 1”) in order to include in the 2024 Form 10-K
the Part III information not previously included in the 2024 Form 10-K.
No attempt has been made in this Amendment No. 1 to modify or update the other disclosures presented in the 2024
Form 10-K.
This Amendment No. 1 does not reflect events occurring after the filing of the 2024 Form 10-K.
Accordingly, this Amendment No. 1 should be read in conjunction with the 2024 Form 10-K
and the Company’s other filings with the SEC. In this Amendment No. 1, we also refer to Canadian Pacific Kansas City Limited as “Canadian Pacific Kansas City,” “CPKC,” “we,” “us,” “our,” “company”, “our corporation,” or “the corporation.” References to “GAAP” mean generally accepted accounting principles in the United States.
All references to our websites and to our Canadian management proxy circular filed with the SEC on March 25, 2025 as Exhibit 99.1 to our Current Report on Form
8-K
(the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document. 
