trp-20251231

U.S. 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
☒			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

TC ENERGY CORPORATION

(Commission File Number 1-31690)

TRANSCANADA PIPELINES LIMITED

(Commission File Number 1-8887)

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)

4922, 4923, 4924, 5172

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(TC Energy Corporation)

(I.R.S. Employer Identification Number (if applicable))

52-2179728

(TransCanada PipeLines Limited)

(I.R.S. Employer Identification Number (if applicable))

TC Energy Tower, 450 - 1 Street S.W.

Calgary, Alberta, Canada, T2P 5H1

(403) 920-2000

(Address and telephone number of Registrant's principal executive offices)

TransCanada PipeLine USA Ltd., 700 Louisiana Street, Suite 700

Houston, Texas, 77002-2700; (832) 320-5201

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares (including Rights under Shareholder Rights Plan) of TC Energy Corporation	TRP	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Debt Securities of TransCanada PipeLines Limited

For annual reports, indicate by check mark the information filed with this Form:


☒			Annual information form			☒			Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report.

At December 31, 2025, 1,040,835,168 common shares;

18,424,004 Cumulative Redeemable First Preferred Shares, Series 1;

3,575,996 Cumulative Redeemable First Preferred Shares, Series 2;

11,715,228 Cumulative Redeemable First Preferred Shares, Series 3;

2,284,772 Cumulative Redeemable First Preferred Shares, Series 4;

12,070,593 Cumulative Redeemable First Preferred Shares, Series 5;

1,929,407 Cumulative Redeemable First Preferred Shares Series 6;

24,000,000 Cumulative Redeemable First Preferred Shares Series 7;

16,702,797 Cumulative Redeemable First Preferred Shares Series 9; and

1,297,203 Cumulative Redeemable First Preferred Shares Series 10

of TC Energy Corporation were issued and outstanding.

At December 31, 2025, 992,720,977 common shares of TransCanada PipeLines Limited,

which were all owned by TC Energy Corporation, were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The documents (or portions thereof) forming part of this Form 40-F are incorporated by reference into the following registration statements under the Securities Act of 1933, as amended:


Form			Registration No.

TC Energy Corporation
S-8			333-5916
S-8			333-8470
S-8			333-9130
S-8			333-151736
S-8			333-184074
S-8			333-227114
S-8			333-237979
F-3			33-13564
F-3			333-6132

SEC Form 40-F filed by TC Energy Corporation