Burlington Northern Santa Fe LLC

12/05/2025 | Press release | Distributed by Public on 12/05/2025 09:09

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01.

Entry into a Material Definitive Agreement.

See description of the Thirtieth Supplemental Indenture in Item 8.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant.

See Item 8.01.

Item 8.01.

Other Events.

Burlington Northern Santa Fe, LLC ("BNSF") entered into an underwriting agreement (the "Underwriting Agreement") dated December 1, 2025, with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed therein (collectively, the "Underwriters"), pursuant to which BNSF agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $950,000,000 in aggregate principal amount of 5.550% Debentures due March 15, 2056, as described in the prospectus supplement dated December 1, 2025, filed pursuant to BNSF's shelf registration statement on Form S-3,Registration No. 333-286971.

The debentures were issued under the Indenture dated as of December 1, 1995, the Fifth Supplemental Indenture dated as of February 11, 2010 and the Thirtieth Supplemental Indenture dated as of December 5, 2025, between BNSF and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor-in-interestto The First National Bank of Chicago, as trustee, and an officers' certificate providing for the issuance of the debentures.

A copy of the Underwriting Agreement, Thirtieth Supplemental Indenture and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-Kand are incorporated herein by reference.

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