Results

CSX Corporation

10/23/2025 | Press release | Distributed by Public on 10/23/2025 15:16

Financial Obligation (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 8.01

Item 8.01 Other Events

On October 23, 2025, CSX Corporation (the "Company") completed a public offering of $300,000,000 aggregate principal amount of the Company's 5.050% Notes due 2035 (the "Notes"). The Notes constitute a further issuance of, and will form a single series with, the Company's outstanding 5.050% Notes due 2035 issued on March 10, 2025 in an initial aggregate principal amount of $600,000,000. The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007, an Eighth Supplemental Indenture dated as of March 24, 2010, a Ninth Supplemental Indenture, dated as of February 12, 2019, a Tenth Supplemental Indenture, dated as of December 10, 2020 and an Eleventh Supplemental Indenture, dated as of July 28, 2022 (collectively, the "Indenture") and an Action of Authorized Pricing Officers of the Company dated as of October 20, 2025. The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3ASR (Registration No. 333-285319) which became effective February 27, 2025. On October 22, 2025, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Securities Act of 1933, its Prospectus, dated February 27, 2025, and Prospectus Supplement, dated October 20, 2025, pertaining to the offering and sale of the Notes.

The foregoing summary is qualified by reference to the Action of Authorized Pricing Officers of the Company and the form of global note for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein and in the above-referenced shelf registration statement.

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