CN Announces US$700 Million Debt Offering – The Canadian Business Journal

MONTREAL, Nov. 06, 2025 (GLOBE NEWSWIRE) — CN (TSX: CNR) (NYSE: CNI) today announced a $700 million public debt offering consisting of $300 million aggregate principal amount of 4.200% notes due 2031 and aggregate principal amount of notes with a coupon 4.750% due 2035 for $400 million. CN plans to close the offering on November 12, 2025, subject to customary closing conditions.

CN plans to use the net proceeds from the offering to repay at maturity all of the principal amount of its $500 million 2.75% Notes due March 2026 and for general corporate purposes, including the repayment of commercial paper.

The offering of the notes is being made in the United States pursuant to an effective registration statement dated April 2, 2024.

The joint bookrunners for the debt offering are: BofA Securities, Inc., JP Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, and a syndicate that includes BMO Capital Markets Corp., BNP Paribas Securities Corp., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., US Bancorp Investments, Inc., CIBC World Markets Corp., Desjardins Securities Inc., Morgan Stanley & Co. LLC and TD Securities (USA) LLC.

A copy of the prospectus supplement and the accompanying offering prospectus may be obtained by contacting: BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, Telephone: 1-800-294-1322, Email: [email protected]; JP Morgan Securities LLC, c/o Broadridge Solutions, 1155 Long Island Avenue, Edgewood, New York, NY, 11717, telephone: 1-212-834-4533, email: [email protected] or [email protected]; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attn: DCM Transaction Management, Phone: 212-618-7706, Email: [email protected]; or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, Phone: 1-800-645-3751, Email: [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About CN
CN supports the economy by safely transporting more than 300 million tons of natural resources, manufactured goods and finished products throughout North America each year for its customers. Through its nearly 20,000 miles of rail network and related transportation services, CN connects Canada's east and west coasts to the U.S. Midwest and U.S. Gulf Coast, promoting sustainable trade and prosperity for the communities in which it has operated since 1919.

Forward-Looking Statements
Certain statements included in this press release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws relating to, among other things, statements regarding the potential refinancing of debt and regarding the timing and completion of the proposed debt offering, which is subject to customary termination rights and closing conditions. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions make such assumptions, although reasonable at the time they are made, subject to greater uncertainty. Forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “expects,” “anticipates,” “outlook,” “plans,” “goals” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause CN's actual results, performance or achievements to be materially different from those projected or any future results, performance or achievements implied by such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Important risk factors that may affect the forward-looking statements in this press release include, but are not limited to, general economic and business conditions, including factors affecting global supply chains such as pandemics, geopolitical conflicts and tensions; trade restrictions, trade barriers or the imposition of tariffs or other changes in international trade agreements; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory changes; compliance with environmental laws and regulations; regulatory actions; increased maintenance and operating costs; security threats; dependence on technology and associated cybersecurity risks; transportation of hazardous materials; various events that could disrupt operations, including illegal blockades of rail networks, as well as natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; the uncertainty of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; availability and competitiveness of renewable fuels and development of new technologies for locomotive power plants; reputational risks; concentration of suppliers; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulatory authorities in Canada and the United States. For a description of the key risk factors associated with CN, you should also refer to Management's Discussion and Analysis in CN's annual and interim reports, Annual Information Form and Form 40-F filed with the Canadian and U.S. securities regulators and available on CN's website.

Forward-looking statements reflect information as of the date on which they are made. CN undertakes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances or changes in belief unless required by applicable securities laws. In the event that CN updates any forward-looking statement, no inference should be drawn that CN will make additional updates with respect to that statement, related matters or any other forward-looking statement. Information contained on or available through our website is not incorporated by reference into this press release.

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