8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Apr 29, 2025)

Filed April 29, 2025For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) has announced a significant debt offering through an Underwriting Agreement dated April 28, 2025. The company is issuing $400 million in Senior Notes due 2035 with a 5.100% interest rate. The offering is priced at 99.830% of the principal amount, and the company expects to net approximately $395.75 million after deducting underwriting discounts and expenses. These proceeds are earmarked for general corporate purposes, indicating flexibility in how the company plans to utilize the new capital. The offering is expected to close around May 2, 2025, contingent on standard closing conditions. Investors should note that the Underwriting Agreement contains customary representations and warranties among the parties involved, but these do not serve as factual representations to investors about the company's status or future performance.

Key Highlights

  • 1Norfolk Southern (NSC) is issuing $400 million in 5.100% Senior Notes due 2035.
  • 2The offering is priced at 99.830% of the principal amount.
  • 3Net proceeds are estimated at approximately $395.75 million.
  • 4Proceeds will be used for general corporate purposes.
  • 5The offering is expected to close on or about May 2, 2025.
  • 6The Underwriting Agreement was entered into on April 28, 2025, with BofA Securities, SMBC Nikko Securities America, and Wells Fargo Securities as representatives for the underwriters.

Frequently Asked Questions

This 8-K filing announces Norfolk Southern's entry into a material definitive agreement to issue and sell $400 million of its Senior Notes due 2035. It details the terms of the underwriting agreement and the expected use of proceeds.

The company expects to raise approximately $395.75 million in net proceeds after expenses. These funds are intended for general corporate purposes.

Norfolk Southern is issuing $400 million in aggregate principal amount of 5.100% Senior Notes due 2035. The offering price is 99.830% of the aggregate principal amount.

The underwriters are represented by BofA Securities, Inc., SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC.