Csx Corp SEC Filings

CSX Corporation completed a public offering of $300,000,000 aggregate principal amount of its 5.050% Notes due 2035. These Notes constitute a further issuance and will form a single series with the Company’s outstanding $600,000,000 5.050% Notes due 2035 issued on March 10, 2025.

The Notes were issued under CSX’s longstanding Indenture and priced pursuant to an Action of Authorized Pricing Officers dated October 20, 2025. The offering was made from the Company’s automatic shelf registration on Form S-3ASR, with a Prospectus dated February 27, 2025 and a Prospectus Supplement dated October 20, 2025.

CSX Corporation (CSX): An officer (SVP – CLO & Corp Secy) reported stock option exercises and a share sale on 10/20/2025. The filing shows exercises of 13,107 options at $17.94 and 11,142 options at $22.70, followed by a sale of 24,249 common shares at a weighted average price of $36.76 (transactions ranged from $36.76 to $36.77). After these transactions, beneficial ownership was 51,640 shares directly and 1,769 shares indirectly via the CSX Corporation 401(k) Plan. The total also reflects 704 shares acquired under the ESPP and an update correcting prior Form 3 reporting.

CSX Corporation entered into an underwriting agreement for a public offering of $300,000,000 aggregate principal amount of its 5.050% Notes due 2035. These notes are a further issuance that will form a single series with the Company’s outstanding 5.050% Notes due 2035 originally issued on March 10, 2025 in an initial aggregate principal amount of $600,000,000.

The offering was made under CSX’s automatic shelf registration on Form S-3ASR, with a Prospectus dated February 27, 2025 and a Prospectus Supplement dated October 20, 2025. Citigroup, J.P. Morgan, and UBS acted as representatives of the underwriters, who will purchase the notes for resale to the public. Closing is expected on October 23, 2025, subject to customary conditions.

CSX Corporation is offering $300,000,000 aggregate principal amount of 5.050% Notes due 2035. The New Notes are a reopening of the outstanding 5.050% Notes due 2035 and will be fully fungible with the existing series.

The Notes mature on June 15, 2035, pay interest on June 15 and December 15, and, for the New Notes, first pay on December 15, 2025. They are unsecured senior obligations ranking equally with other unsecured senior debt. CSX may redeem the Notes at any time, with a make-whole before the Par Call Date of March 15, 2035 and at 100% thereafter.

The price to the public was 103.069% with a 0.650% underwriting discount. Gross proceeds were $309,207,000 and proceeds to CSX were $307,257,000; CSX estimates net proceeds of approximately $306.9 million after expenses, to be used for general corporate purposes, which may include debt repayments, share repurchases, capital investment and working capital. Upon issuance, total outstanding for this series will be $900,000,000. The Notes will not be listed; settlement is expected T+3.

CSX Corporation reported an insider purchase by its President & CEO (also a Director). On 10/20/2025, the executive purchased 55,000 shares of Common Stock (code P) at a weighted average price of $36.87, bringing direct beneficial ownership to 58,234 shares.

The filing notes the shares were bought in multiple transactions at prices ranging from $36.80 to $36.94, inclusive.

CSX Corporation plans an add-on offering of its 5.050% Notes due 2035, issued as additional notes fungible with its outstanding series. The new notes will share the same terms, rank as unsecured senior obligations, and trade interchangeably with the existing series immediately upon issuance.

The notes pay interest on June 15 and December 15, with interest on the new notes accruing from June 15, 2025. They mature on June 15, 2035 and include an optional redemption feature, including a par call on or after March 15, 2035. A change of control repurchase provision requires a cash offer at 101% upon a qualifying event.

Use of proceeds: general corporate purposes, which may include debt repayment, common stock repurchases, capital investment, and working capital. As context, the existing 5.050% notes were issued in an initial aggregate principal amount of $600,000,000 on March 10, 2025.

CSX Corporation furnished an update on its operations and financial condition. The company issued a press release and its CSX Quarterly Financial Report covering the quarter ended September 30, 2025, and made both available as exhibits and on its website.

The materials were furnished under Item 2.02 and are not deemed filed under the Exchange Act. Exhibits include the press release (99.1) and the CSX Quarterly Financial Report (99.2).

CSX Corporation reported softer Q3 2025 results. Revenue decreased 1% to $3,587 million while expenses rose 10% to $2,500 million, reflecting a $164 million goodwill impairment in the trucking segment. Operating income fell 20% to $1,087 million, driving an operating margin of 30.3%, down 710 basis points. Diluted EPS was $0.37, down 20% year over year.

For the nine months, revenue was $10,584 million versus $11,001 million last year, with operating income of $3,411 million. Operating cash flow reached $3,227 million and capital additions were $2,225 million, including $440 million to rebuild the Blue Ridge subdivision after Hurricane Helene. The company repurchased 41 million shares for $1,264 million at an average price of $30.61 and raised the quarterly dividend 8% to $0.13 per share in March.

CSX issued $600 million of 5.05% notes due 2035 and ended the quarter with $612 million in cash and cash equivalents. Long-term debt carrying value was $19,162 million. The SEC informed the company on July 10, 2025, that it concluded its investigation and does not intend to recommend an enforcement action.

Stephen F. Angel, President & CEO and a director of CSX Corp (CSX), reported on Form 4 a transaction dated 10/01/2025 under the 2019 CSX Stock and Incentive Award Plan. The filing discloses the acquisition of 636,052 stock options with an exercise price of $35 per share. The options are reported as directly owned following the transaction in the amount of 636,052.

The filing explains these options were awarded pursuant to the 2019 plan and that the options vest on September 28, 2028. An attorney-in-fact signed the Form 4 on behalf of the reporting person on 10/03/2025. The form contains no transaction proceeds or cash consideration other than the stated exercise price and does not disclose any sale of underlying shares.