CNI / Canadian National Railway Company - SEC-Einreichungen, Jahresbericht, Proxy Statement

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 satisfac

US$750,000,000 Canadian National Railway Company US$300,000,000 4.350% Notes due 2029 US$450,000,000 4.950% Notes due 2036

Filed Pursuant to General Instruction II.L. of Form F-10 File No. 333-295395 PROSPECTUS SUPPLEMENT May 7, 2026 (To Prospectus Dated April 29, 2026) US$750,000,000 Canadian National Railway Company US$300,000,000 4.350% Notes due 2029 US$450,000,000 4.950% Notes due 2036 Interest on the 4.350% Notes due 2029 (the “2029 Notes”) and on the 4.950% Notes due 2036 (the “2036 Notes” and, together with th

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 Na

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 p

Canadian National Railway Company US$300,000,000 4.350% Notes due 2029 US$450,000,000 4.950% Notes due 2036 Pricing Term Sheet May 7, 2026

Filed Pursuant to Rule 433 File No: 333-295395 Canadian National Railway Company US$300,000,000 4.

SUBJECT TO COMPLETION, DATED MAY 7, 2026

Filed Pursuant to General Instruction II.L. of Form F-10 File No. 333-295395 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

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 Na

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 p

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 Na

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 p

As filed with the Securities and Exchange Commission on April 29, 2026

As filed with the Securities and Exchange Commission on April 29, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 7.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction o

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 12 Consolidated Statements of Comprehensive Income - unaudited 12 Consolidated Balance Sheets - unaudited 13 Consolidated Statements of Changes in Shareholders' Equity - unaudited 14 Consolidated Statements of Cash Flows - unaudited 15 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Security Type

Calculation of Filing Fee Tables F-10 CANADIAN NATIONAL RAILWAY CO Table 1: Newly Registered Securities ☐Not Applicable Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid 1 Debt Debt Securities 457(o) $ 3,000,000,000.

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filers”): Canadian National Railway Company B. (1) This is (check one): x An original filing for the Filer. ¨ An amended filing for the Filer. (2) Check the following box if you are filing the Form F-X in paper in accordance with R

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 30 Introduction 31 Quarterly highlights 31 2026 Business outlook and assumptions 32 Financial highlights 33 Results of operations 33 Non-GAAP measures 34 Revenues 38 Operating expenses 42 Other income and expenses 43 Summary of quarterly financial data 43 Liquidity and capital resources 44 Off balance sheet arrangements 48 Ou

CN Reports Strong First Quarter Operational and Commercial Performance

PRESS RELEASE CN Reports Strong First Quarter Operational and Commercial Performance •Record revenue ton miles (RTMs) for a first quarter, increasing 3% year over year •Free cash flow for the first quarter was C$900 million, an increase of 44%, consisting of net cash provided by operating activities of C$1,265 million and net cash used in investing activities of C$365 million (1) •Best first quart

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 April 2026 Commission File Number: 001-02413 Canadian

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 April 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

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 April 2026 Commission File Number: 001-02413 Canadian

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 April 2026 Commission File Number: 001-02413 Canadian National Railway Company (Translation of registrant’s name into English) 935 de la Gauchetiere Street West Montréal, Quebec Canada H3B 2M9 (Address of

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

Notice-And-Access As permitted under Canadian securities rules, you are receiving this notification as the Company has opted to use the “notice-and-access” mechanism for delivery of the Information Circular, our annual financial statements for the ye

Exhibit 99.1 For the purposes of: 1. Receiving the consolidated financial statements for the year ended December 31, 2025, and the auditors’ reports thereon (for details, see subsection “Financial Statements” under the “Business of the Meeting” section of the management information circular dated March 9, 2026 (the “Information Circular”)); 2. Electing the directors (for details, see subsection “E

EXHIBIT 99.5

DRIVEN 2025 annual reportExcept where otherwise indicated, all financial information reflected in this document is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles (GAAP).

Notice of Annual Meeting of Shareholders When Friday, May 1, 2026 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-581-822-621. We look forward to your participation at the meeting. Through our live

Exhibit 99.3 DRIVEN management information circul ar and notice of annual meeting of shareholders may 1, 2026 Notice of Annual Meeting of Shareholders When Friday, May 1, 2026 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-581-822-621. We look forward to your participation at the meeting. Through our live webcast, you will be able to attend the

. 025F5B Appointment of Proxyholder Print the name of the person you are appointing if this person is someone other than the Chair of the Board or the President and Chief Executive Officer of CN. I/We being holder(s) of Common Shares of Canadian Nati

Exhibit 99.4 • Call the number listed BELOW from a touch tone telephone. Fold . 025F4A Fold Fold Form of Proxy - Annual General Meeting of Shareholders to be held on Friday, May 1, 2026 1. Every shareholder has the right to appoint a person of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose

Exhibit 99.2 Notice of Annual Meeting of Shareholders When Friday, May 1, 2026 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-581-822-621. We look forward to your participation at the meeting. Thro

Exhibit 99.2 Notice of Annual Meeting of Shareholders When Friday, May 1, 2026 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-581-822-621. We look forward to your participation at the meeting. Through our live webcast, you will be able to attend the meeting live, submit questions in writing or orally and vote your shares. Business of the Meeting

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 March 2026 Commission File Number: 001-02413 Canadian

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 March 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

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 March 2026 Commission File Number: 001-02413 Canadian

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 March 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

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 February 2026 Commission File Number: 001-02413 Canadi

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 February 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2026 Commission File Number: 001-02413 Canadian National Ra

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 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

CEO AND CFO SECTION 906 CERTIFICATION

Exhibit 99.6 CEO AND CFO SECTION 906 CERTIFICATION February 4, 2026 Securities and Exchange Commission 450 Fifth Street, N.W Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 Commission File Number: 1-2413 CANADIAN NATIONAL RAILWAY COMPANY (Exact name of registrant as

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 February 2026 Commission File Number: 001-02413 Canadi

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 February 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

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Canadian National Railway Company: We consent to the use of: · Our report dated February 4, 2026 on the consolidated financial statements of Canadian National Railway Company (the “Entity”) which comprise the consolidated balance sheets as at December 31, 2025 and December 31, 2024, the related consolidate

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

cfo section 302 certification

Exhibit 99.5 cfo section 302 certification I, Ghislain Houle, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY

   Exhibit 97   CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY   This Canadian National Railway Company Compensation Recoupment Policy (the “Policy”) has been adopted by the Human Resources and Compensation Committee and the Board of Directors of Canadian National Railway Company (the “Company”) at their meetings held respectively on October 23 and 24, 2023.

In millions, except percentages Year ended December 31, 2025 2024 2023 Operating income $ 6,587 $ 6,247 $ 6,597 Adjustments: Workforce reduction program 34 — — Advisory costs related to rail consolidation matters 15 — — Loss on assets held for sale —

SELECTED RAILROAD STATISTICS - UNAUDITED 2025 2024 2023 Financial measures Key financial performance indicators (1) Total revenues ($ millions) 17,304 17,046 16,828 Freight revenues ($ millions) 16,681 16,395 16,236 Operating income ($ millions) 6,587 6,247 6,597 Adjusted operating income ($ millions) (2)(3) 6,636 6,325 6,597 Net income ($ millions) 4,720 4,448 5,625 Adjusted net income ($ millions) (2)(3) 4,756 4,506 4,800 Diluted earnings per share ($) 7.

(s) Shauneen Bruder (s) Tracy Robinson Director Director

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting.

ceo section 302 certification

Exhibit 99.4 ceo section 302 certification I, Tracy Robinson, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

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 January 2026 Commission File Number: 001-02413 Canadia

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 January 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

Issuer Name: Canadian National Railway Company

Exhibit 99.1 Issuer Name: Canadian National Railway Company Stock Symbol: CNR Please refer to the filing instructions for assistance filling out this form. 1. Securities Sought – State the following: a) Class(es) of securities subject to the NCIB: Common Shares b) Total number of securities: i) issued and outstanding (number must be within two calendar weeks preceding the commencement date of the

CN Announces Solid Fourth Quarter and Year-End Results

PRESS RELEASE CN Announces Solid Fourth Quarter and Year-End Results •Fourth quarter diluted earnings per share (EPS) growth of 12%, or 14% on an adjusted basis (1) •Fourth quarter operating ratio of 61.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2026 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 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 e

Number of common shares Common Shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Totals shareholders' equity In millions Outstanding Share Trusts Balance at September 30, 2024 628.8

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 13 Consolidated Statements of Comprehensive Income - unaudited 13 Consolidated Balance Sheets - unaudited 14 Consolidated Statements of Changes in Shareholders' Equity - unaudited 15 Consolidated Statements of Cash Flows - unaudited 17 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CN Announces New Normal Course Issuer Bid for Share Repurchase and 3% Dividend Increase

Exhibit 99.1 NEWS RELEASE CN Announces New Normal Course Issuer Bid for Share Repurchase and 3% Dividend Increase MONTREAL, January 30, 2026 — CN (TSX: CNR) (NYSE: CNI) announced today that its Board of Directors has approved a 3% increase in the 2026 dividend on the Company's outstanding common shares as well as the repurchase of its shares under a new normal course issuer bid (Bid). “These actio

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2026 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 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 e

US$700,000,000 Canadian National Railway Company US$300,000,000 4.200% Notes due 2031 US$400,000,000 4.750% Notes due 2035

Filed Pursuant to General Instruction II.L. of Form F-10 File No. 333-278466 PROSPECTUS SUPPLEMENT November 6, 2025 (To Prospectus Dated April 2, 2024) US$700,000,000 Canadian National Railway Company US$300,000,000 4.200% Notes due 2031 US$400,000,000 4.750% Notes due 2035 Interest on the 4.200% Notes due 2031 (the “2031 Notes”) is payable semi-annually on March 12 and September 12 of each year,

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 November 2025 Commission File Number: 001-02413 Canadi

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 November 2025 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

CN Announces US$700 Million Debt Offering

Exhibit 99.1 NEWS RELEASE CN Announces US$700 Million Debt Offering MONTREAL, November 6, 2025 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$700 million comprised of US$300 million aggregate principal amount of 4.200% Notes due 2031 and US$400 million aggregate principal amount of 4.750% Notes due 2035. CN expects to close the offering on November 12, 2025, subject to th

Canadian National Railway Company US$300,000,000 4.200% Notes due 2031 US$400,000,000 4.750% Notes due 2035 Pricing Term Sheet November 6, 2025

Filed Pursuant to Rule 433 File No: 333-278466 Canadian National Railway Company US$300,000,000 4.

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 November 2025 Commission File Number: 001-02413 Canadi

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 November 2025 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

FORWARD-LOOKING STATEMENTS 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

Exhibit 1 POWERING SUSTAINABLE GROWTH 2025 INVESTOR FACT BOOK FORWARD-LOOKING STATEMENTS 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.

SUBJECT TO COMPLETION, DATED November 6, 2025

Filed Pursuant to General Instruction II.L. of Form F-10 File No. 333-278466 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

CN Delivers Strong Third Quarter Financial and Operating Results

PRESS RELEASE CN Delivers Strong Third Quarter Financial and Operating Results •Delivered 6% Earnings Growth and Operating Ratio of 61.

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 12 Consolidated Statements of Comprehensive Income - unaudited 12 Consolidated Balance Sheets - unaudited 13 Consolidated Statements of Changes in Shareholders' Equity - unaudited 14 Consolidated Statements of Cash Flows - unaudited 16 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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 October 2025 Commission File Number: 001-02413 Canadia

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 October 2025 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

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 33 Introduction 34 Quarterly highlights 34 2025 Business outlook and assumptions 35 Financial highlights 36 Results of operations 37 Non-GAAP measures 38 Revenues 42 Operating expenses 47 Other income and expenses 48 Summary of quarterly financial data 49 Liquidity and capital resources 49 Off balance sheet arrangements 54 Ou

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 30 Introduction 31 Quarterly highlights 31 2025 Business outlook and assumptions 33 Financial highlights 33 Results of operations 34 Non-GAAP measures 36 Revenues 39 Operating expenses 44 Other income and expenses 45 Summary of quarterly financial data 46 Liquidity and capital resources 46 Off balance sheet arrangements 51 Ou

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 10 Consolidated Statements of Comprehensive Income - unaudited 10 Consolidated Balance Sheets - unaudited 11 Consolidated Statements of Changes in Shareholders' Equity - unaudited 12 Consolidated Statements of Cash Flows - unaudited 14 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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 July 2025 Commission File Number: 001-02413 Canadian N

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 July 2025 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

CN Announces Second Quarter Results Railroad Drove Margin Improvement Despite Challenging External Environment

PRESS RELEASE CN Announces Second Quarter Results Railroad Drove Margin Improvement Despite Challenging External Environment MONTREAL, July 22, 2025 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the second quarter ended June 30, 2025.

CN Announces C$1 Billion Debt Offering The prospectus supplement, the corresponding base shelf prospectus and any amendment thereto in connection with this offering will be accessible through SEDAR+ within two business days

Exhibit 99.1 NEWS RELEASE CN Announces C$1 Billion Debt Offering The prospectus supplement, the corresponding base shelf prospectus and any amendment thereto in connection with this offering will be accessible through SEDAR+ within two business days MONTREAL, June 5, 2025 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of C$500 million 3.500% Notes due 2030, and C$500 million 4.

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 June 2025 Commission File Number: 001-02413 Canadian N

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 June 2025 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

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 2025 Commission File Number: 001-02413 Canadian Na

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 2025 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 p

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 2025 Commission File Number: 001-02413 Canadian Na

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 2025 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 p

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 9 Consolidated Statements of Comprehensive Income - unaudited 9 Consolidated Balance Sheets - unaudited 10 Consolidated Statements of Changes in Shareholders' Equity - unaudited 11 Consolidated Statements of Cash Flows - unaudited 12 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS -

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 25 Introduction 26 Quarterly highlights 26 2025 Business outlook and assumptions 27 Financial highlights 28 Results of operations 28 Non-GAAP measures 29 Revenues 31 Operating expenses 35 Other income and expenses 36 Summary of quarterly financial data 36 Liquidity and capital resources 36 Off balance sheet arrangements 41 Ou

CN Announces First Quarter Results Railroad Delivers Q1 Diluted EPS of C$1.85, an 8% increase

PRESS RELEASE CN Announces First Quarter Results Railroad Delivers Q1 Diluted EPS of C$1.

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

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 2025 Commission File Number: 001-02413 Canadian Na

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 2025 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 p

. 021XAF Appointment of Proxyholder Print the name of the person you are appointing if this person is someone other than the Chair of the Board or the President and Chief Executive Officer of CN. I/We being holder(s) of Common Shares of Canadian Nati

Exhibit 99.4 • Call the number listed BELOW from a touch tone telephone. Fold . 021X9C Fold Fold Form of Proxy - Annual General Meeting of Shareholders to be held on Friday, May 2, 2025 1. Every shareholder has the right to appoint a person of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose

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 March 2025 Commission File Number: 001-02413 Canadian

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 March 2025 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

Notice-And-Access As permitted under Canadian securities rules, you are receiving this notification as the Company has opted to use the “notice-and-access” mechanism for delivery of the Information Circular, our annual financial statements for the ye

Exhibit 99.1 1. receiving the consolidated financial statements for the year ended December 31, 2024, and the auditors’ reports thereon (for details, see subsection “Financial Statements” under the “Business of the Meeting” section of the management information circular dated March 10, 2025 (the “Information Circular”)); 2. electing the directors (for details, see subsection “Election of Directors

Notice of Annual Meeting of Shareholders When Friday, May 2, 2025 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-836-811-093. We look forward to your participation at the meeting. Through our live

Exhibit 99.3 RESILIENT AND READY MANAGeMeNt INFoRMAtIoN CIRCUL AR AND NotICe oF ANNUAL MeetING oF SHAReHoLDeRS MAY 2, 2025 Notice of Annual Meeting of Shareholders When Friday, May 2, 2025 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-836-811-093. We look forward to your participation at the meeting. Through our live webcast, you will be able t

Exhibit 99.2 Notice of Annual Meeting of Shareholders When Friday, May 2, 2025 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-836-811-093. We look forward to your participation at the meeting. Thro

Exhibit 99.2 Notice of Annual Meeting of Shareholders When Friday, May 2, 2025 at 10:00 a.m. (Eastern Daylight Time) Where Via live webcast online at meetings.lumiconnect.com/400-836-811-093. We look forward to your participation at the meeting. Through our live webcast, you will be able to attend the meeting live, submit questions in writing or orally and vote your shares while the meeting is bei

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 March 2025 Commission File Number: 001-02413 Canadian

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 March 2025 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

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 February 2025 Commission File Number: 001-02413 Canadi

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 February 2025 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2025 Commission File Number: 001-02413 Canadian National Ra

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of February 2025 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

In millions, except percentages Year ended December 31, 2024 2023 2022 Operating income $ 6,247 $ 6,597 $ 6,840 Adjustments: Advisory fees related to shareholder matters — — 22 Loss on assets held for sale 78 — — Total adjustments 78 — 22 Adjusted op

SELECTED RAILROAD STATISTICS - UNAUDITED 2024 2023 2022 Financial measures Key financial performance indicators (1) Total revenues ($ millions) 17,046 16,828 17,107 Freight revenues ($ millions) 16,395 16,236 16,569 Operating income ($ millions) 6,247 6,597 6,840 Adjusted operating income ($ millions) (2)(3) 6,325 6,597 6,862 Net income ($ millions) 4,448 5,625 5,118 Adjusted net income ($ millions) (2)(3) 4,506 4,800 5,134 Diluted earnings per share ($) 7.

ceo section 302 certification

Exhibit 99.4 ceo section 302 certification I, Tracy Robinson, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY

Exhibit 97 CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY This Canadian National Railway Company Compensation Recoupment Policy (the “Policy”) has been adopted by the Human Resources and Compensation Committee and the Board of Directors of Canadian National Railway Company (the “Company”) at their meetings held respectively on October 23 and 24, 2023.

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 February 2025 Commission File Number: 001-02413 Canadi

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 February 2025 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

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Canadian National Railway Company: We consent to the use of: • Our report dated February 4, 2025 on the consolidated financial statements of Canadian National Railway Company (the “Entity”) which comprise the consolidated balance sheets as at December 31, 2024 and December 31, 2023, the related consolidate

CEO AND CFO SECTION 906 CERTIFICATION

Exhibit 99.6 CEO AND CFO SECTION 906 CERTIFICATION February 4, 2025 Securities and Exchange Commission 450 Fifth Street, N.W Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

cfo section 302 certification

Exhibit 99.5 cfo section 302 certification I, Ghislain Houle, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 Commission File Number: 1-2413 CANADIAN NATIONAL RAILWAY COMPANY (Exact name of registrant as

(s) Shauneen Bruder (s) Tracy Robinson Director Director

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting.

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 January 2025 Commission File Number: 001-02413 Canadia

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 January 2025 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d -16 of the Securities Exchange Act of 1934 For the month of January 2025 Commission File Number: 001-02413 Canadian National Ra

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d -16 of the Securities Exchange Act of 1934 For the month of January 2025 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

CN Announces Fourth Quarter and Year-End Results Railroad Expects to Deliver 10%-15% EPS Growth in 2025

PRESS RELEASE CN Announces Fourth Quarter and Year-End Results Railroad Expects to Deliver 10%-15% EPS Growth in 2025 MONTREAL, January 30, 2025 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the fourth quarter and year ended December 31, 2024.

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Totals shareholders' equity In millions Outstanding Share Trusts Balance at September 30, 2023 649.8

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 13 Consolidated Statements of Comprehensive Income - unaudited 13 Consolidated Balance Sheets - unaudited 14 Consolidated Statements of Changes in Shareholders' Equity - unaudited 15 Consolidated Statements of Cash Flows - unaudited 17 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d -16 of the Securities Exchange Act of 1934 For the month of January 2025 Commission File Number: 001-02413 Canadian National Ra

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d -16 of the Securities Exchange Act of 1934 For the month of January 2025 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

CNI / Canadian National Railway Company / TCI Fund Management Ltd - CANADIAN NATIONAL RAILWAY COMPANY Activist Investment

SC 13D/A 1 p24-3188sc13da.htm CANADIAN NATIONAL RAILWAY COMPANY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9) Canadian National Railway Company (Name of Issuer) Common Shares, No Par Va

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 October 2024 Commission File Number: 001-02413 Canadia

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 October 2024 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

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 28 Introduction 29 Quarterly highlights 29 2024 Business outlook and assumptions 31 Financial highlights 31 Results of operations 32 Non-GAAP measures 34 Revenues 37 Operating expenses 42 Other income and expenses 43 Summary of quarterly financial data 44 Liquidity and capital resources 44 Off balance sheet arrangements 50 Ou

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 10 Consolidated Statements of Comprehensive Income - unaudited 10 Consolidated Balance Sheets - unaudited 11 Consolidated Statements of Changes in Shareholders' Equity - unaudited 12 Consolidated Statements of Cash Flows - unaudited 14 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CN Announces Third Quarter Results Company Focused on Aligning Resources to Demand

PRESS RELEASE CN Announces Third Quarter Results Company Focused on Aligning Resources to Demand MONTREAL, October 22, 2024 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the third quarter ended September 30, 2024.

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

US$750,000,000 Canadian National Railway Company 4.375% Notes due 2034

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333-278466 PROSPECTUS SUPPLEMENT September 16, 2024 (To Prospectus Dated April 2, 2024) US$750,000,000 Canadian National Railway Company 4.375% Notes due 2034 Interest on the 4.375% Notes due 2034 (the “Offered Notes”) offered under this prospectus supplement is payable semi-annually on March 18 and September 18 of each year, com

CN announces US$750 Million Debt Offering

Exhibit 99.1 NEWS RELEASE CN announces US$750 Million Debt Offering Montreal, September 16, 2024 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$750 million aggregate principal amount of 4.375% Notes due 2034. CN expects to close the offering on September 18, 2024, subject to the satisfaction of customary closing conditions. CN plans to use the net proceeds from the offeri

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 September 2024 Commission File Number: 001-02413 Canad

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 September 2024 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 (Addres

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2024

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333-278466 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permit

Canadian National Railway Company US$750,000,000 4.375% Notes due 2034 (the “Notes”) Pricing Term Sheet September 16, 2024

Filed Pursuant to Rule 433 File No: 333-278466 Canadian National Railway Company US$750,000,000 4.

CN Operations have Recovered, Company Updates Outlook Following Labor Disruption Operations have recovered but demand weakness persists in key sectors

Exhibit 1 NEWS RELEASE CN Operations have Recovered, Company Updates Outlook Following Labor Disruption Operations have recovered but demand weakness persists in key sectors Montreal, September 10, 2024 – CN (TSX: CNR) (NYSE: CNI) announced today that its operations have recovered following several months of labor uncertainty as well as a complete shutdown of its Canadian network, and that it is adjusting its 2024 guidance and long-term financial outlook.

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 September 2024 Commission File Number: 001-02413 Canad

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 September 2024 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 (Addres

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 August 2024 Commission File Number: 001-02413 Canadian

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 August 2024 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 o

As used herein, “Company” or “CN” refers to Canadian National Railway Company and, as the context requires, its wholly owned subsidiaries. FORWARD-LOOKING STATEMENTS Certain statements included in the CN 2024 Investor Fact Book Update constitute “for

Exhibit 99.1 SUSTAINABLE, PROFITABLE GROWTH ACCELERATING 2024 INVESTOR FACT BOOK UPDATE As used herein, “Company” or “CN” refers to Canadian National Railway Company and, as the context requires, its wholly owned subsidiaries. FORWARD-LOOKING STATEMENTS Certain statements included in the CN 2024 Investor Fact Book Update constitute “forward-looking statements” within the meaning of the United Stat

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 August 2024 Commission File Number: 001-02413 Canadian

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 August 2024 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 o

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 July 2024 Commission File Number: 001-02413 Canadian N

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 July 2024 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

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at March 31, 2024 637.6 0.9

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 10 Consolidated Statements of Comprehensive Income - unaudited 10 Consolidated Balance Sheets - unaudited 11 Consolidated Statements of Changes in Shareholders' Equity - unaudited 12 Consolidated Statements of Cash Flows - unaudited 14 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CN Announces Second Quarter Results Company Remains Focused on Growth and Disciplined Adherence to Scheduled Railroading

PRESS RELEASE CN Announces Second Quarter Results Company Remains Focused on Growth and Disciplined Adherence to Scheduled Railroading MONTREAL, July 23, 2024 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the second quarter ended June 30, 2024.

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 28 Introduction 29 Quarterly highlights 29 2024 Business outlook and assumptions 31 Financial highlights 32 Results of operations 32 Non-GAAP measures 34 Revenues 37 Operating expenses 42 Other income and expenses 43 Summary of quarterly financial data 43 Liquidity and capital resources 44 Off balance sheet arrangements 49 Ou

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

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 2024 Commission File Number: 001-02413 Canadian Na

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 2024 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 p

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 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

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 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

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 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

Long-term debt rating (1)

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 24 Introduction 25 Quarterly highlights 25 2024 Business outlook and assumptions 26 Financial highlights 27 Results of operations 27 Non-GAAP measures 28 Revenues 30 Operating expenses 34 Other income and expenses 35 Summary of quarterly financial data 35 Liquidity and capital resources 36 Off balance sheet arrangements 41 Ou

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 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

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 9 Consolidated Statements of Comprehensive Income - unaudited 9 Consolidated Balance Sheets - unaudited 10 Consolidated Statements of Changes in Shareholders' Equity - unaudited 11 Consolidated Statements of Cash Flows - unaudited 12 NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS -

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

CN Announces First Quarter Results Scheduled Operation Continues to Deliver

PRESS RELEASE CN Announces First Quarter Results Scheduled Operation Continues to Deliver MONTREAL, April 23, 2024 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the first quarter ended March 31, 2024.

3. Nomination Procedures. Subject only to the Act, Applicable Securities Laws and the articles of the Company, only persons who are nominated in accordance with the procedures set out in this by-law shall be eligible for election as directors of the

Exhibit 99.2 CANADIAN NATIONAL RAILWAY COMPANY By-Law No. 2 A By-Law Relating to the Advance Nominations of Directors of the Company 1. Introduction. The purpose of this by-law of Canadian National Railway Company (the “Company”) is to provide shareholders, directors and management of the Company with guidance on the nomination of directors. This by-law is the framework by which the Company seeks

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 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

Your vote matters. Please read this message and vote by phone, on the Internet or by returning the enclosed proxy form. April 8, 2024 Dear Shareholder: Re: Annual Meeting of Shareholders – April 26, 2024 You should have recently received a notice exp

Exhibit 99.1 EVERY VOTE MATTERS Please take a moment to vote. Your participation as a shareholder is important to us. This document reminds you how to vote. Annual General Meeting of Shareholders April 26, 2024 I Canadian National Railway Company In order for your vote to count, it must be received by no later than 5:00 p.m. (Eastern Daylight Time) on April 24, 2024. Please see the reverse side fo

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 April 2024 Commission File Number: 001-02413 Canadian

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 April 2024 Commission File Number: 001-02413 Canadian National Railway Company (Translation of registrant’s name into English) 935 de la Gauchetiere Street West Montréal, Quebec Canada H3B 2M9 (Address of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTE

Exhibit 7.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdiction o

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filers”): BNY Trust Company of Canada B. (1) This is (check one): x     An original filing for the Filer. ¨     An amended filing for the Filer. (2) Check the following box if you are filing the Form F-X in paper in accordance with

Calculation of Filing Fee Tables Form F-10 (Form Type) Canadian National Railway Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-10 (Form Type) Canadian National Railway Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Debt Debt Securities(3) 457(o) $ 4,414,200,000 $147.

As filed with the Securities and Exchange Commission on April 2, 2024

As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filers”): Canadian National Railway Company B. (1) This is (check one): x An original filing for the Filer. ¨ An amended filing for the Filer. (2) Check the following box if you are filing the Form F-X in paper in accordance with R

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 March 2024 Commission File Number: 001-02413 Canadian

6-K 1 tm241223d116k.htm FORM 6-K 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 March 2024 Commission File Number: 001-02413 Canadian National Railway Company (Translation of registrant’s name into English) 935 de la Gauchetiere Street West Montreal,

Notice-And-Access As permitted under Canadian securities rules, you are receiving this notification as the Company has opted to use the “notice-and-access” mechanism for delivery of the Information Circular, our annual financial statements for the ye

Exhibit 99.1 1. receiving the consolidated financial statements for the year ended December 31, 2023, and the auditors’ reports thereon (for details, see subsection “Financial Statements” under the “Business of the Meeting” section of the management information circular dated March 4, 2024 (the “Information Circular”)); 2. electing the directors (for details, see subsection “Election of Directors”

EX-99.5

Exhibit 99.2 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares wil

Exhibit 99.2 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares will be conducted virtually via a live webcast meeting on Friday, April 26, 2024 at 10:00 a.m. (Eastern Daylight Time) at https://www.web.lumiagm.com/459

Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares will be conducte

Exhibit 99.3 THIS IS SCHEDULED RAILROADING management information circul ar and notice of annual meeting of shareholders april 26, 2024 CN-43 Circulaire EN.indb 1 2024-03-14 12:46 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of

• Call the number listed BELOW from a touch tone telephone. Fold .. 01YVFH Fold Fold Form of Proxy - Annual General Meeting of Shareholders to be held on Friday, April 26, 2024 1. Every shareholder has the right to appoint a person of their choice, w

Exhibit 99.4 • Call the number listed BELOW from a touch tone telephone. Fold .. 01YVFH Fold Fold Form of Proxy - Annual General Meeting of Shareholders to be held on Friday, April 26, 2024 1. Every shareholder has the right to appoint a person of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons wh

RAISING OUR LEVEL OF AMBITION STEPS TO PREVENT AND REDUCE RISK 02 Our Actions to Prevent and Reduce the 02 Risk of Forced Labour and Child Labour in Supply Chains OUR BUSINESS 03 CN Groups’s Structure, Activities and 03 Supply Chains POLICIES AND PRO

EX-99.1 2 tm241223d11ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 2023 Annual Report FIGHTING AGAINST FORCED LABOUR AND CHILD LABOUR IN SUPPLY CHAINS RAISING OUR LEVEL OF AMBITION STEPS TO PREVENT AND REDUCE RISK 02 Our Actions to Prevent and Reduce the 02 Risk of Forced Labour and Child Labour in Supply Chains OUR BUSINESS 03 CN Groups’s Structure, Activities and 03 Supply Chains POLICIES AND PROTECTIONS

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 March 2024 Commission File Number: 001-02413 Canadian

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 March 2024 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

CNI / Canadian National Railway Company / GATES MELINDA FRENCH - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 eh24044759513ga2-cni.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Canadian National Railway Company (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 136375102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem

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 February 2024 Commission File Number: 001-02413 Canadi

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 February 2024 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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 e

Suite 1500, Tour KPMG

Exhibit 99.3 KPMG LLP Telephone (514) 840-2100 600 de Maisonneuve Blvd. West Fax (514) 840-2187 Suite 1500, Tour KPMG Montréal (Québec) H3A 0A3 Canada Internet www.kpmg.ca CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Canadian National Railway Company: We consent to the use of: • Our report dated January 31, 2024 on the consolidated financial statements of Canadia

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

cfo section 302 certification

Exhibit 99.5 cfo section 302 certification I, Ghislain Houle, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

(s) Shauneen Bruder (s) Tracy Robinson Director Director

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting.

ceo section 302 certification

Exhibit 99.4 ceo section 302 certification I, Tracy Robinson, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY

Exhibit 97 CANADIAN NATIONAL RAILWAY COMPANY FINANCIAL STATEMENT COMPENSATION RECOUPMENT POLICY This Canadian National Railway Company Compensation Recoupment Policy (the “Policy”) has been adopted by the Human Resources and Compensation Committee and the Board of Directors of Canadian National Railway Company (the “Company”) at their meetings held respectively on October 23 and 24, 2023.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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 e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 Commission File Number: 1-2413 CANADIAN NATIONAL RAILWAY COMPANY (Exact name of registrant as

CEO AND CFO SECTION 906 CERTIFICATION

Exhibit 99.6 CEO AND CFO SECTION 906 CERTIFICATION January 31, 2024 Securities and Exchange Commission 450 Fifth Street, N.W Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

In millions, except percentages Year ended December 31, 2023 2022 2021 Operating income $ 6,597 $ 6,840 $ 5,616 Adjustments: Workforce reduction program — — 39 Advisory fees related to shareholder matters — 22 20 Recovery on assets held for sale — —

SELECTED RAILROAD STATISTICS - UNAUDITED 2023 2022 2021 Financial measures Key financial performance indicators (1) Total revenues ($ millions) 16,828 17,107 14,477 Freight revenues ($ millions) 16,236 16,569 13,888 Operating income ($ millions) 6,597 6,840 5,616 Adjusted operating income ($ millions) (2)(3) 6,597 6,862 5,622 Net income ($ millions) 5,625 5,118 4,899 Adjusted net income ($ millions) (2)(3) 4,800 5,134 4,225 Diluted earnings per share ($) 8.

FORM 6-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National R

FORM 6-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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

FORM 6-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National R

FORM 6-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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 e

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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 e

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 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 e

CN Announces Fourth Quarter and Year-End Results Railroad Running Well, Targeting ~10% EPS Growth in 2024

PRESS RELEASE CN Announces Fourth Quarter and Year-End Results Railroad Running Well, Targeting ~10% EPS Growth in 2024 MONTREAL, January 23, 2024 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the fourth quarter and year ended December 31, 2023.

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Totals shareholders' equity In millions Outstanding Share Trusts Balance at September 30, 2022 677.9

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated Statements of Income - unaudited 14 Consolidated Statements of Comprehensive Income - unaudited 14 Consolidated Balance Sheets - unaudited 15 Consolidated Statements of Changes in Shareholders' Equity - unaudited 16 Consolidated Statements of Cash Flows - unaudited 18 Note 1 - Basis of presentation 19 Note 2 - Recent accou

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number: 001-02413 Canadian National Ra

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2023 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

CNI / Canadian National Railway Co. / TCI Fund Management Ltd - CANADIAN NATIONAL RAILWAY CO Activist Investment

SC 13D/A 1 p23-2109sc13da.htm CANADIAN NATIONAL RAILWAY CO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8) Canadian National Railway Company (Name of Issuer) Common Shares, No Par Value (

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 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 e

US$600,000,000 Canadian National Railway Company US$300,000,000 5.850% Notes due 2033 US$300,000,000 6.125% Notes due 2053

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333-264684 PROSPECTUS SUPPLEMENT October 30, 2023 (To Prospectus Dated May 4, 2022) US$600,000,000 Canadian National Railway Company US$300,000,000 5.850% Notes due 2033 US$300,000,000 6.125% Notes due 2053 Interest on the 5.850% Notes due 2033 (the “2033 Notes”) and on the 6.125% Notes due 2053 (the “2053 Notes” and, together wi

CN announces US$600 Million Debt Offering

Exhibit 99.1 NEWS RELEASE CN announces US$600 Million Debt Offering MONTREAL, October 30, 2023 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$600 million comprised of US$300 million 5.850% Notes due 2033 and US$300 million 6.125% Notes due 2053. CN expects to close the offering on November 1, 2023, subject to customary closing conditions. CN plans to use the net proceeds

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2023

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333-264684 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permit

Canadian National Railway Company US$300,000,000 5.850% Notes due 2033 US$300,000,000 6.125% Notes due 2053 Pricing Term Sheet October 30, 2023

Filed Pursuant to Rule 433 File No: 333-264684 Canadian National Railway Company US$300,000,000 5.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 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 e

As at September 30, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 28 Introduction 29 Quarter highlights 29 2023 Business outlook and assumptions 31 Financial highlights 31 Financial results 32 Operating highlights 33 Non-GAAP measures 34 Adjusted performance measures 34 Constant currency 36 Revenues 37 Operating expenses 42 Other income and expenses 43 Summary of quarterly financial data 43

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at June 30, 2023 657.5 1.1 $

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated statements of income - unaudited 11 Consolidated statements of comprehensive income - unaudited 11 Consolidated balance sheets - unaudited 12 Consolidated statements of changes in shareholders' equity - unaudited 13 Consolidated statements of cash flows - unaudited 15 Note 1 - Basis of presentation 16 Note 2 - Recent accou

CN Announces Third Quarter Results Disciplined Scheduled Operation Continues to Deliver Solid Operating Performance

PRESS RELEASE CN Announces Third Quarter Results Disciplined Scheduled Operation Continues to Deliver Solid Operating Performance MONTREAL, October 24, 2023 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the third quarter ended September 30, 2023.

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

North America’s Railroad CN Announces Second Quarter Results Scheduled Operation Delivering Solid Customer Service Despite Challenging External Factors

PRESS RELEASE North America’s Railroad CN Announces Second Quarter Results Scheduled Operation Delivering Solid Customer Service Despite Challenging External Factors MONTREAL, July 25, 2023 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the second quarter ended June 30, 2023.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2023 Commission File Number: 001-02413 Canadian National Railwa

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2023 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 exec

As at June 30, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 28 Introduction 29 Quarter highlights 29 2023 Business outlook and assumptions 30 Financial highlights 31 Financial results 32 Operating highlights 33 Non-GAAP measures 34 Adjusted performance measures 34 Constant currency 36 Revenues 37 Operating expenses 42 Other income and expenses 43 Summary of quarterly financial data 43

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at March 31, 2023 664.0 1.1

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated statements of income - unaudited 11 Consolidated statements of comprehensive income - unaudited 11 Consolidated balance sheets - unaudited 12 Consolidated statements of changes in shareholders' equity - unaudited 13 Consolidated statements of cash flows - unaudited 15 Note 1 - Basis of presentation 16 Note 2 - Recent accou

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-02413 Canadian National Railway

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 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 execu

North America’s Railroad

Exhibit 99.1 North America’s Railroad NEWS RELEASE CN Announces C$1.75 Billion Debt Offering MONTREAL, May 8, 2023 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of C$550 million 4.15% Notes due 2030, C$400 million 4.40% Notes Due 2033, and C$800 million 4.70% Notes Due 2053. CN expects to close the offering on May 10, 2023, subject to customary closing conditions. CN plans to

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-02413 Canadian National Railway

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 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 execu

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number: 001-02413 Canadian National Railway

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 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 execu

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 Commission File Number: 001-02413 Canadian National Railw

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 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 exe

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 Commission File Number: 001-02413 Canadian National Railw

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 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 exe

North America’s Railroad CN Updating 2023 Guidance Following Strong First Quarter Performance Company Remains Focused on Running a Disciplined Scheduled Railroad

PRESS RELEASE North America’s Railroad CN Updating 2023 Guidance Following Strong First Quarter Performance Company Remains Focused on Running a Disciplined Scheduled Railroad MONTREAL, April 24, 2023 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the first quarter ended March 31, 2023.

PSUs-ROIC (1)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED Contents Consolidated statements of income - unaudited 11 Consolidated statements of comprehensive income - unaudited 11 Consolidated balance sheets - unaudited 12 Consolidated statements of changes in shareholders' equity - unaudited 13 Consolidated statements of cash flows - unaudited 14 Note 1 - Basis of presentation 15 Note 2 - Recent accou

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 Commission File Number: 001-02413 Canadian National Railw

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2023 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 exe

As at March 31, 2023

MANAGEMENT'S DISCUSSION AND ANALYSIS Contents Forward-looking statements 27 Introduction 28 Quarter highlights 28 Business outlook and assumptions 29 Financial highlights 29 Financial results 30 Operating highlights 30 Non-GAAP measures 31 Adjusted performance measures 31 Constant currency 33 Revenues 34 Operating expenses 37 Other income and expenses 38 Summary of quarterly financial data 39 Liqu

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

Exhibit 99.2 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares wil

Exhibit 99.2 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares will be conducted virtually via a live webcast meeting on Tuesday April 25, 2023 at 10:00 a.m. (Eastern Daylight Time) at www.virtualshareholdermeeting.c

Notice-And-Access This year, as permitted under Canadian securities rules, you are receiving this notification as the Company has opted to use the “notice-and-access” mechanism for delivery of the Information Circular, our annual financial statements

Exhibit 99.1 For the purposes of: 1. receiving the consolidated financial statements for the year ended December 31, 2022, and the auditors’ reports thereon (for details, see subsection “Financial Statements” under the “Business of the Meeting” section of the management information circular dated March 7, 2023 (the “Information Circular”)); 2. electing the directors (for details, see subsection “E

Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common shares will be conducte

Exhibit 99.3 MANAGEMENT INFORMATION CIRCULAR AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TOGETHER APRIL 25, 2023 CN-40 Book - Circulaire 2023 - EN.indb 1 2023-03-13 19:53 Notice of Annual Meeting of Shareholders In consideration of the health and safety of our shareholders, directors and employees and in light of the accessibility of the virtual platform, our annual meeting of holders of common s

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 March 2023 Commission File Number: 001-02413 Canadian

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 March 2023 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

Annual Meeting Canadian National Railway Company WHEN: WHERE: PROXY FORM CONTROL NO.:➔ SCAN TO VIEW MATERIAL AND VOTE NOW STEP 1 REVIEW YOUR VOTING OPTIONS BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493

Exhibit 99.4 Annual Meeting Canadian National Railway Company WHEN: WHERE: PROXY FORM CONTROL NO.:➔ SCAN TO VIEW MATERIAL AND VOTE NOW STEP 1 REVIEW YOUR VOTING OPTIONS BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501 BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED. REMINDER: PLEASE REVIEW THE INFORMAT

Annual Report

TOGETHER 2022 ANNUAL REPORTExcept where otherwise indicated, all financial information reflected in this document is expressed in Canadian dollars and determined on the basis of United States generally accepted accounting principles (GAAP).

LIMITED DURABLE POWER OF ATTORNEY

EX-99.1 2 eh230328961ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 LIMITED DURABLE POWER OF ATTORNEY I, MELINDA FRENCH GATES (herein “Principal”), a resident of the State of Washington, as authorized by Revised Code of Washington (“RCW”) 11.125, hereby appoint JOHN K. SAGE and BROOKE ANDERSON to serve together as my co-Agents (“Agent”) for the limited power described below. If a named co-Agent is unwilling

CNI / Canadian National Railway (USA) / GATES MELINDA FRENCH - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh23032896113ga1-cni.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Canadian National Railway Company (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 136375102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statem

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 February 2023 Commission File Number: 001-02413 Canadi

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 February 2023 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 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 e

In millions, except percentages Year ended December 31, 2022 2021 2020 Operating income $ 6,840 $ 5,616 $ 4,777 Operating expense adjustments: Workforce reduction program — 39 — Advisory fees related to shareholder matters 22 20 — Loss (recovery) on

Selected Railroad Statistics - unaudited 2022 2021 2020 Financial measures Key financial performance indicators (1) Total revenues ($ millions) 17,107 14,477 13,819 Freight revenues ($ millions) 16,569 13,888 13,218 Operating income ($ millions) 6,840 5,616 4,777 Adjusted operating income ($ millions) (2)(3) 6,862 5,622 5,263 Net income ($ millions) (4) 5,118 4,899 3,545 Adjusted net income ($ millions) (2)(3)(4) 5,134 4,225 3,767 Diluted earnings per share ($) (4) 7.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 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 e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 Commission File Number: 1-2413 CANADIAN NATIONAL RAILWAY COMPANY (Exact name of registrant as

CFO Section 302 Certification

Exhibit 99.5 cfo section 302 certification I, Ghislain Houle, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

Consent of KPMG LLP

Exhibit 99.3 KPMG LLP Telephone (514) 840-2100 600 de Maisonneuve Blvd. West Fax (514) 840-2187 Suite 1500, Tour KPMG Montréal (Québec) H3A 0A3 Canada Internet www.kpmg.ca CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Canadian National Railway Company: We consent to the incorporation by reference in the Registration Statements (No. 333-5258, No. 333- 131856, No

CEO Section 302 Certification

Exhibit 99.4 ceo section 302 certification I, Tracy Robinson, certify that: (1) I have reviewed this annual report on Form 40-F of Canadian National Railway Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad

CEO and CFO Section 906 Certification

Exhibit 99.6 CEO AND CFO SECTION 906 CERTIFICATION January 31, 2023 Securities and Exchange Commission 450 Fifth Street, N.W Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

(s) Shauneen Bruder (s) Tracy Robinson Director Director

Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 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 e

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 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 e

North America’s Railroad CN Announces Fourth Quarter and Year-End Results Railroad Delivered on 2022 Guidance, Focused on Scheduled Railroading

Press Release North America’s Railroad CN Announces Fourth Quarter and Year-End Results Railroad Delivered on 2022 Guidance, Focused on Scheduled Railroading MONTREAL, January 24, 2023 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the fourth quarter and year ended December 31, 2022.

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at September 30, 2022 677.9

Consolidated Statements of Income – unaudited Three months ended December 31 Year ended December 31 In millions, except per share data 2022 2021 2022 2021 Revenues $ 4,542 $ 3,753 $ 17,107 $ 14,477 Operating expenses Labor and fringe benefits 731 674 2,935 2,879 Purchased services and material 576 504 2,191 2,082 Fuel 672 419 2,518 1,513 Depreciation and amortization 451 383 1,729 1,598 Equipment

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 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 e

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at June 30, 2022 685.5 0.9 $

Consolidated Statements of Income ? unaudited Three months ended September 30 Nine months ended September 30 In millions, except per share data 2022 2021 2022 2021 Revenues (Note 5) $ 4,513 $ 3,591 $ 12,565 $ 10,724 Operating expenses Labor and fringe benefits 770 728 2,204 2,205 Purchased services and material 520 502 1,615 1,578 Fuel 649 350 1,846 1,094 Depreciation and amortization 435 405 1,27

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2022 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 e

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2022 Commission File Number: 001-02413 Canadian National Rai

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2022 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 e

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

As at September 30, 2022

Management's Discussion and Analysis This Management's Discussion and Analysis (MD&A), dated October 25, 2022, relates to the consolidated financial position and results of operations of Canadian National Railway Company, together with its wholly-owned subsidiaries, collectively "CN" or the "Company," and should be read in conjunction with the Company's 2022 unaudited Interim Consolidated Financial Statements and Notes thereto.

North America’s Railroad CN’s Third Quarter Results Reflect Strong Top-Line Growth and Renewed Focus on Scheduled Operation Railroad Now Expecting to Deliver Adjusted Diluted EPS Growth of Approximately 25% in 2022

EX-99.1 2 a2022q3pressreleasestatssu.htm CN Q3 2022 EARNINGS NEWS RELEASE Press Release North America’s Railroad CN’s Third Quarter Results Reflect Strong Top-Line Growth and Renewed Focus on Scheduled Operation Railroad Now Expecting to Deliver Adjusted Diluted EPS Growth of Approximately 25% in 2022 MONTREAL, October 25, 2022 — CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating

Press Release, dated October 25, 2022

Exhibit 1 North America?s Railroad NEWS RELEASE CN Declares Fourth-Quarter 2022 Dividend MONTREAL, October 25, 2022 ? CN (TSX: CNR) (NYSE: CNI) announced today that its Board of Directors has approved a fourth-quarter 2022 dividend on the Company?s common shares outstanding.

North America’s Railroad

Exhibit 99.1 North America?s Railroad NEWS RELEASE CN Appoints Michel Letellier to its Board of Directors Quebec-Based Independent Director with Extensive North American Business Experience and record of Sustainability Leadership Demonstrates Board?s Ongoing Commitment to CN?s Leadership in Corporate Governance and ESG MONTREAL, September 8, 2022 ? CN (TSX: CNR) (NYSE: CNI) announced today that, a

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-02413 Canadian National R

6-K 1 tm2220670d16k.htm FORM 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-02413 Canadian National Railway Company (Translation of registrant’s name into English) 935 de la Gauchetiere Street West Montreal, Quebec Can

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-02413 Canadian National R

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 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

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 Commission File Number: 001-02413 Canadian National R

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2022 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

Canadian National Railway Company US$800,000,000 3.850% Notes due 2032 US$700,000,000 4.400% Notes due 2052

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333- 264684 PROSPECTUS SUPPLEMENT August 2, 2022 (To Prospectus Dated May 4, 2022) US$1,500,000,000 Canadian National Railway Company US$800,000,000 3.850% Notes due 2032 US$700,000,000 4.400% Notes due 2052 Interest on the 3.850% Notes due 2032 (the ?2032 Notes?) and on the 4.400% Notes due 2052 (the ?2052 Notes? and, together w

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number: 001-02413 Canadian National Rail

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2022 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 ex

North America’s Railroad

Exhibit 99.1 North America’s Railroad NEWS RELEASE CN announces US$1.5 billion debt offering MONTREAL, August 2, 2022 — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$1.5 billion comprised of US$800 million 3.85% Notes due 2032 and US$700 million 4.40% Notes due 2052. CN expects to close the offering on August 5, 2022, subject to customary closing conditions. CN plans to us

Canadian National Railway Company US$800,000,000 3.850% Notes due 2032 US$700,000,000 4.400% Notes due 2052 Pricing Term Sheet August 2, 2022

Filed Purusant to Rule 433 File No: 333-264684 Canadian National Railway Company US$800,000,000 3.

SUBJECT TO COMPLETION, DATED AUGUST 2, 2022

Filed Pursuant to General Instruction II.L. of Form F-10 File Number 333- 264684 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permi

North America’s Railroad

Exhibit 1 North America?s Railroad NEWS RELEASE CN Declares Third-Quarter 2022 Dividend MONTREAL, July 26, 2022? CN (TSX: CNR) (NYSE: CNI) announced today that its Board of Directors has approved a third-quarter 2022 dividend on the Company?s common shares outstanding.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2022 Commission File Number: 001-02413 Canadian National Railwa

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2022 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 exec

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2022 Commission File Number: 001-02413 Canadian National Railwa

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2022 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 exec

Number of common shares Common shares Common shares in Share Trusts Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total shareholders' equity In millions Outstanding Share Trusts Balance at March 31, 2022 693.3 0.9

Consolidated Statements of Income ? unaudited Three months ended June 30 Six months ended June 30 In millions, except per share data 2022 2021 2022 2021 Revenues (Note 5) $ 4,344 $ 3,598 $ 8,052 $ 7,133 Operating expenses Labor and fringe benefits 681 692 1,434 1,477 Purchased services and material 557 527 1,095 1,076 Fuel 672 380 1,197 744 Depreciation and amortization 423 406 843 810 Equipment r

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings

Statement of CEO Regarding Facts and Circumstances Relating to Exchange Act Filings I, Tracy Robinson, certify that: (1)I have reviewed this report on Form 6-K of Canadian National Railway Company; (2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under

Long-term debt rating (1)

Management's Discussion and Analysis This Management's Discussion and Analysis (MD&A), dated July 26, 2022, relates to the consolidated financial position and results of operations of Canadian National Railway Company, together with its wholly-owned subsidiaries, collectively "CN" or the "Company," and should be read in conjunction with the Company's 2022 unaudited Interim Consolidated Financial Statements and Notes thereto.

North America’s Railroad CN Reports Second Quarter Results Record Results Reflect Improved Operational Performance and Solid Top-Line Growth

Press Release North America?s Railroad CN Reports Second Quarter Results Record Results Reflect Improved Operational Performance and Solid Top-Line Growth MONTREAL, July 26, 2022 ? CN (TSX: CNR) (NYSE: CNI) today reported its financial and operating results for the second quarter ended June 30, 2022.

LIMITED DURABLE POWER OF ATTORNEY

EXHIBIT 99.1 LIMITED DURABLE POWER OF ATTORNEY I, MELINDA FRENCH GATES (herein ?Principal?), a resident of the State of Washington, as authorized by Revised Code of Washington (?RCW?) 11.125, hereby appoint JOHN K. SAGE and BROOKE ANDERSON to serve together as my co-Agents (?Agent?) for the limited power described below. If a named co-Agent is unwilling or unable to serve, then the remaining co-Ag

CNI / Canadian National Railway (USA) / GATES MELINDA FRENCH - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CNI / Canadian National Railway (USA) / CASCADE INVESTMENT, L.L.C. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Canadian National Railway Company (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 136375102 (CUSIP Number) Jacki Badal, Esq. 2365 Carillon Point Kirkland, WA 98033 (425) 889-7900 (Name, Address and Telephone Number of Person A

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form F-X/A APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING EXPLANATORY NOTE The Registrant is filing this Amendment to Form F-X to report a change in the address of the U.S. Agent for Service of Process previously appointed by the Registrant in connection with multiple Forms filed by the Registrant with the Commission, as l

CNI / Canadian National Railway (USA) / CASCADE INVESTMENT, L.L.C. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Canadian National Railway Company (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 136375102 (CUSIP Number) Jacki Badal, Esq. 2365 Carillon Point Kirkland, WA 98033 (425) 889-7900 (Name, Address and Telephone Number of Person A

1

EXHIBIT 99.1 The table below specifies the date of the transaction, number of shares, weighted-average price per share and range of price per share of the common shares of Canadian National Railway Company (the ?Issuer?) sold by each of Cascade Investment, L.L.C. (?Cascade?) and Bill & Melinda Gates Foundation Trust (the ?Trust?) during the period from May 13, 2022, to May 25, 2022. The Issuer?s c

North America’s Railroad

Exhibit 1 North America’s Railroad NEWS RELEASE CN Announces Appointment of New Board Chair and Election of Directors MONTREAL, May 20, 2022 — CN (TSX: CNR) (NYSE: CNI) announced that a new Chairperson and the director nominees listed in the management information circular dated April 5, 2022, were elected as directors of CN.

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2022 Commission File Number: 001-02413 Canadian National Railway

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2022 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 execu