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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 22, 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 | 1.01. Entry into a
Material Definitive Agreement |
On October 20, 2025, CSX Corporation (the “Company”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and UBS Securities LLC, as representatives of the Underwriters named therein (the “Underwriters”) for the
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 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 Act, its Prospectus, dated February 27, 2025, and Prospectus Supplement, dated October 20, 2025, pertaining to the
offering and sale of the Notes.
Pursuant to the Underwriting Agreement, the Company agreed to sell
the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement
includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of
the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Company expects the offering of the Notes to close on October 23,
2025, subject to customary closing conditions.
The foregoing summary is qualified by reference to the Underwriting
Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is 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:
| 1.1 |
|
Underwriting Agreement, dated October 20, 2025, among CSX Corporation, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the Underwriters named therein. |
| |
|
| 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 thereunto duly authorized.
| |
CSX CORPORATION |
| |
|
|
| Date: October 22, 2025 |
By: |
|
/s/ Sean R. Pelkey |
| |
Name: |
|
Sean R. Pelkey |
| |
Title: |
|
Executive Vice President and Chief Financial Officer |
