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CSX CORP 8-K Report, Material Agreement (Oct 22, 2025)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed October 22, 2025
Period End
October 20, 2025
Security
CSX
In the record · 2016–202610-K1110-Q328-K137

CSX filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Material agreement8-K · Mar ’20Mar ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Leadership change8-K · Nov ’24Nov ’24

01—Abstract

Summary

Summary of the 8-K filed October 22, 2025. Cited figures are marked; the original filing is the authoritative source.

CSX Corporation has announced a significant financing activity through the issuance of $300 milliona in aggregate principal amount of 5.050% Notes due 2035.

These notes constitute a further issuance and will be fungible with the previously issued $600 millionb of the same series of notes from March 2025, effectively increasing the total outstanding principal of this note series to $900 million. The offering is being conducted under the company's existing shelf registration statement and has entered into an Underwriting Agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and UBS Securities LLC as representatives for the underwriters.

This move indicates CSX's strategy to access capital markets for its funding needs. Investors should note that the additional debt issuance will increase leverage, although the coupon rate of 5.050%c appears to be consistent with the initial offering, suggesting favorable market conditions or a stable cost of capital for this debt. The closing of the offering is anticipated for October 23, 2025, subject to standard closing conditions.

02—Key points

Key Highlights

  1. CSX Corporation is issuing an additional $300 million in 5.050% Notes due 2035.
  2. These new notes will be fungible with the existing $600 million of 5.050% Notes due 2035, increasing the total outstanding principal for this series to $900 million.
  3. The offering is being managed by a syndicate of underwriters including Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and UBS Securities LLC.
  4. The issuance is conducted under a pre-existing shelf registration statement filed with the SEC.
  5. The company entered into a material definitive agreement (Underwriting Agreement) on October 20, 2025.
  6. The offering is expected to close on October 23, 2025, subject to customary closing conditions.
  7. The filing includes the Underwriting Agreement as an exhibit.

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    This 8-K filing announces CSX Corporation's entry into a material definitive agreement, specifically an Underwriting Agreement for the public offering of $300 million of its 5.050% Notes due 2035.

  2. How does this new debt issuance affect CSX's existing debt?

    This offering is a further issuance of the Company's 5.050% Notes due 2035. The new notes will be fungible with and form a single series with the $600 million originally issued on March 10, 2025. This will increase the total outstanding principal amount of these notes to $900 million.

  3. What are the key terms of the new notes?

    The new notes will have a principal amount of $300,000,000 and carry a fixed interest rate of 5.050% per annum, with a maturity date in 2035.

  4. When is this offering expected to be completed?

    The offering of the Notes is expected to close on October 23, 2025, provided that customary closing conditions are met.

04—Continue

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