Current Report · Items 2.03, 8.01, 9.01 · 8-K

CSX Corporation

CSXNASDAQEQUITYCurrent

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events

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.

Filed Mar 10, 2025Accepted Mar 10, 2025, 12:00 PM EDTCIK 277948Accession 0001193125-25-050848

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Items 2.03, 8.01, 9.01

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Item 2.03Item 2.03 - Creation of Direct Financial Obligation

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 8.01Item 8.01 - Other Events

Item 8.01. Other Events On March 10, 2025, CSX Corporation (the “Company”) completed a public offering of $600,000,000 aggregate principal amount of the Company’s 5.050% Notes due 2035 (the “Notes”). 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 March 6, 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 March 7, 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 March 6, 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 notes 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.

Filed exhibits (2)

EX-4.1 (by filename) d940299dex41.htm

EX-4.1 2 d940299dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 CSX CORPORATION Action of Authorized Pricing Officers March 6, 2025 1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the “Corporation”) 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 The Chase Manhattan Bank), as trustee (the “Trustee”), as heretofore supplemented and amended (the “Indenture”) and (ii) resolutions duly adopted by the Board of Directors of the Corporation as of February 5, 2019, July 12, 2022, May 9, 2023 and December 10, 2024, the undersigned officers hereby establish one series (as that term is used in Section 301 of the Indenture) of Securities, the title of which shall be the 5.050% Notes due 2035 (the “Notes”). Such series of Securities shall be issued under the Indenture and shall have the terms set forth in the Prospectus and the Prospectus Supplement attached as Exhibit A (collectively, the “Prospectus”) and such other or different terms as may be set forth herein. The Notes will be issued in fully registered form only, in denominat…

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EX-4.2 (by filename) d940299dex42.htm

EX-4.2 3 d940299dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. CSX CORPORATION $[500,000,000][100,000,000] 5.050% NOTES DUE 2035 No. R-[1][2] CUSIP No. 126408 HZ9 This security (the “Security”) is one of a duly authorized issue of securities (herein called the “Securities”) of CSX Corporation, a Virginia corporation (hereinafter called the “Company,” which term i…

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