CANADIAN NATURAL RESOURCES Ltd

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 of 1934

CANADIAN NATURAL RESOURCES LIMITED(Exact name of Registrant as specified in its charter)

ALBERTA, CANADA (Province or other jurisdiction of incorporation or organization)

1311 (Primary Standard Industrial Classification Code Numbers)

Not Applicable(I.R.S. Employer Identification Number (if applicable))

2100, 855-2nd Street S.W., Calgary, Alberta, Canada, T2P 4J8Telephone: (403) 517-7345 (Address and telephone number of Registrant’s principal executive offices)

CT Corporation System, 28 Liberty Street, New York, New York 10005 (212) 894-8940 (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:

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: None

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

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

1,072,408,000 Common Shares outstanding as of December 31, 2023

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 for 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.

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).

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

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.

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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

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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 recover period pursuant to §240.10D-1(b).

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† 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.

This Annual Report on Form 40-F shall be incorporated by reference into, or as an exhibit to, as applicable, the Registrant’s Registration Statement on Form F-10 (File Nos. 333-258127 and 333-273475) under the Securities Act of 1933, as amended.

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F, starting on the following page:

Annual Information Form of Canadian Natural Resources Limited (“Canadian Natural”) for the year ended December 31, 2023.

Canadian Natural’s audited consolidated financial statements for the years ended December 31, 2023 and 2022 including the report of independent registered public accounting firm (PCAOB ID 271) with respect thereto.

Canadian Natural’s Management’s Discussion and Analysis for the year ended December 31, 2023.

The following document is filed as an exhibit to this Annual Report on Form 40-F and is incorporated by reference herein:

For Canadian Natural’s Supplementary Oil & Gas Information (Unaudited) for the year ended December 31, 2023, see Exhibit 99.1 to this Annual Report on Form 40-F.