8-KFinancial EventsOther EventsExhibits & Filings

CSX CORP 8-K Report, Financial Obligation (Oct 23, 2025)

Filed October 23, 2025For Securities:CSX

Summary

CSX Corporation has announced the completion of a public offering of $300 million in aggregate principal amount of 5.050% Notes due 2035. This issuance represents a "tacked on" or "further" issuance, meaning these new notes will be fungible with and form a single series with the previously issued $600 million of the same notes from March 10, 2025. The offering was made under the company's effective shelf registration statement filed earlier in 2025 and was completed on October 19, 2025, with the filing made on October 22, 2025. This action primarily concerns the company's debt structure and its ability to raise capital. Investors should note that this issuance increases CSX's total outstanding debt under this specific note series to $900 million. The stated interest rate of 5.050% is consistent with the prior issuance, indicating no change in borrowing cost for this tranche. The company's CFO, Sean R. Pelkey, signed off on this report, underscoring the financial nature of this disclosure.

Key Highlights

  • 1CSX Corporation completed a public offering of $300 million in 5.050% Notes due 2035.
  • 2These notes are a further issuance and will be fungible with previously issued 5.050% Notes due 2035.
  • 3The total principal amount of the 5.050% Notes due 2035 outstanding is now $900 million ($600 million initially + $300 million issuance).
  • 4The offering was conducted under CSX's shelf registration statement (Form S-3ASR) effective February 27, 2025.
  • 5The event date for the offering completion was October 19, 2025, with the filing on October 22, 2025.
  • 6The issuance is structured under an existing indenture with multiple supplemental indentures.
  • 7The filing includes legal opinions and consents related to the note issuance.

Frequently Asked Questions

This 8-K filing reports on the completion of a public offering of $300 million in 5.050% Notes due 2035 by CSX Corporation. It formally discloses the creation of this direct financial obligation.

This issuance adds $300 million to CSX's outstanding debt. Combined with the previous issuance of $600 million, the total principal amount for the 5.050% Notes due 2035 now stands at $900 million. This increases the company's leverage.

No, these new notes are identical in terms of interest rate (5.050%) and maturity date (2035). They constitute a 'further issuance' and will be fungible with, meaning they can be traded as part of the same series as, the notes issued on March 10, 2025.

A shelf registration statement allows a company to pre-register securities it plans to issue in the future. Mentioning the shelf registration statement (Form S-3ASR) indicates that CSX had already obtained the necessary SEC approval to issue these securities, streamlining the process for this offering which became effective earlier in the year.