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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 23, 2025 (October 20, 2025)
CSX CORPORATION
(Exact name of registrant as specified in its
charter)
| Virginia |
|
001-08022 |
|
62-1051971 |
|
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 500 Water Street, 15th Floor, Jacksonville, Florida |
|
32202 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (904) 359-3200
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $1 Par Value |
|
CSX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, 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 ☐
| 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
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.
| Item 9.01. |
Financial Statements and Exhibits |
(d) The following exhibits are being filed herewith:
| 4.1 |
|
Action of Authorized Pricing Officers of CSX Corporation dated October 20, 2025. |
| |
|
| 4.2 |
|
Form of Global Note (incorporated by reference to Exhibit 4.2 to CSX Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2025). |
| |
|
| 5.1.1 |
|
Opinion of Davis Polk & Wardwell LLP. |
| |
|
| 5.1.2 |
|
Opinion of Hunton Andrews Kurth LLP. |
| |
|
| 23.1.1 |
|
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). |
| |
|
| 23.1.2 |
|
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2). |
| |
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CSX CORPORATION |
| |
|
|
| |
|
|
| Date: October 23, 2025 |
By: |
/s/ Sean R. Pelkey |
| |
Name: |
Sean R. Pelkey |
| |
Title: |
Executive Vice President and Chief Financial Officer |
