加拿大国家铁路 2025年度报告

FORM 40-F REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31, 2025Commission File Number:1-2413 CANADIAN NATIONAL RAILWAY COMPANY(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”): Securities registered pursuant to Section 12(g) of the Exchange Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: 2.75% notes due March 1, 20266.90% notes due July 15, 20284.20% notes due March 12, 20317.38% debentures due October 15, 20313.85% notes due August 5, 20325.85% notes due November 1, 20336.25% notes due August 1, 20344.375% notes due September 18, 20344.75% notes due November 12, 20356.20% notes due June 1, 20366.712% Puttable Reset Securities (PURS)SMdue July 15, 20366.375% debentures due November 15, 20373.50% notes due November 15, 20424.50% notes due November 7, 20433.20% notes due August 2, 20463.65% notes due February 3, 20484.45% notes due January 20, 20492.45% notes due May 1, 20504.40% notes due August 5, 20526.125% notes due November 1, 20537.70% 100-year debentures due September 15, 2096 For annual reports, indicate by check mark the information filed with this Form: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report: At December 31, 2025, 614,433,951 common shares were issued and outstanding. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act duringthe preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filingrequirements 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 toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant wasrequired to submit such files). YesNo Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of theregistrant 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). Auditor Name: KPMG LLP Auditor Firm ID: 85 Auditor Location: Montreal, Quebec, Canada CONTROLS AND PROCEDURES Disclosure Controls and Procedures The United States Securities and Exchange Commission (the “Commission”) defines “disclosure controls and procedures” as controlsand other procedures of an issuer that are designed to ensure that information required to be disclosed by an issuer in the reports that it files orsubmits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’srulesand forms. After evaluating the effectiveness of Canadian National Railway Company’s disclosure controls and procedures as of the end of thefiscal year covered by this report, Canadian National Railway Company’s President and Chief Executive Officer (the “CEO”) and its ExecutiveVice President and Chief Financial Officer (the “CFO”) have concluded that Canadian National Railway Company’s disclosure controls andprocedures were effective as of the end of the fiscal year covered by this report. Management’s Annual Report on Internal Control over Financial Reporting The report of management on our internal control over financial reporting is located under the heading “Management’s Report onInternal Control Over Financial Reporting” in our audited consolidated financial statements, which are fil