CPKC announces TSX acceptance of early renewal of share repurchase program

Executive Summary

• The Toronto Stock Exchange has approved CPKC’s early renewal of its Normal Course Issuer Bid (“2026 NCIB”), allowing the company to repurchase up to 82,214,163 common shares (≈9% of public float).
• The 2026 NCIB will commence on February 2 2026 and run until February 1 2027, with a net‑new purchase limit of 44,865,624 shares (≈5% of outstanding shares as of Jan 19 2026).
• CPKC terminated its 2025 NCIB after fully repurchasing the authorized 37,348,539 shares at a weighted‑average price of $105.53 per share; those shares are deducted from the 2026 limit.

Key Details

• Authorized Repurchase Capacity: Up to 82,214,163 shares (≈9% of float) less the 37,348,539 shares already repurchased under the 2025 NCIB.
• Net‑New Purchase Limit: 44,865,624 shares (≈5% of the 897,704,154 issued and outstanding shares as of Jan 19 2026).
• Program Timeline: Starts Feb 2 2026, ends Feb 1 2027 (or earlier at CPKC’s discretion).
• Pricing: Purchases will be made at the market price at the time of each transaction, or at a discount if an exemption order permits.
• Trading Limits:
• TSX – ≤351,655 shares per trading day (≈25% of average daily volume over the prior six months).
• NYSE – ≤25% of average daily volume for the four most recent weeks, subject to block‑purchase exceptions.
• Automatic Purchase Plan: CPKC expects to enter into an automatic purchase plan with its designated broker, effective Feb 2 2026, to facilitate purchases during quarterly blackout periods under Rule 10b5‑1 compliance.
• Termination of 2025 NCIB: Completed full authorized repurchase (37,348,539 shares) at a weighted average price of $105.53 per share; those shares are subtracted from the 2026 limit as required by TSX rules.
• Use of Funds: Management states that share repurchases are an “appropriate and advantageous use of its funds,” reflecting confidence in free cash flow generation, growth pipeline, and operational execution.

Notable Quotes

“CPKC's strong free cash flow generation, robust growth pipeline, and proven operational execution underpin our confidence in launching this new share repurchase program,” – Keith Creel, President & CEO, CPKC.

The release contains extensive forward‑looking statements; see the full disclaimer for details.