CSX运输美股招股说明书(2025-10-22版)

$300,000,0005.050% Notes due 2035_________________ CSX Corporation is offering $300,000,000 aggregate principal amount of 5.050% Notes due 2035 (the “New Notes”) The NewNotes will be issued as additional notes under the indenture governing the outstanding 5.050% Notes due 2035, which were issued inan initial aggregate principal amount of $600,000,000 on March 10, 2025 (the “Existing Notes” and, together with the New Notes, the“Notes”). The New Notes will form a single series and be fully fungible with, and have the same terms as, the Existing Notes (otherthan the initial offering price and the issue date). The New Notes will have the same CUSIP and ISIN numbers as, and will tradeinterchangeably with, the Existing Notes immediately upon issuance. The Notes will mature on June 15, 2035. Interest is payable on the Notes on June 15 and December 15of each year, commencing,in the case of the New Notes, on December 15, 2025. Interest on the New Notes will accrue from June 15, 2025. We may, at our option, redeem the Notes, in whole or in part, at any time at the applicable redemption price set forth under thecaption “Description of Notes—Optional Redemption.” The Notes will be unsecured senior obligations of CSX and will rank equally with all of CSX’s other unsecured seniorindebtedness. The Notes will be represented by one or more permanent global Notes in definitive, fully registered form without interestcoupons, registered in the name of a nominee for The Depository Trust Company. The Notes will be issued in denominations of $2,000and integral multiples of $1,000 in excess thereof._________________ Investing in these Notes involves risks. See risks described as risk factors in Item 1A of our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024, as they may be amended, updated and modified periodically in our reports filedwith the Securities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense._________________ (1)Plus $5,386,666.67 of accrued interest from June 15, 2025 to, but excluding, the date of delivery for the New Notes. CSX will not make an application to list the Notes on any securities exchange or to include them in any automated quotationsystem. Although the New Notes will become part of the same series as the Existing Notes, we cannot assure you that an active tradingmarket for the Notes will exist or be maintained. We expect that delivery of the New Notes will be made, against payment for the New Notes, in book-entry form through thefacilities of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking S.A.,on or about October 23, 2025, which will be the third business day following the date of the pricing of the New Notes. Under Rule15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally arerequired to settle in one business day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wishto trade the New Notes prior to one business day before delivery of the New Notes will be required by virtue of the fact that the NewNotes initially will settle in three business days (T+3) to specify alternative settlement arrangements to prevent a failed settlement.Such purchasers should consult their own advisors in this regard._________________ Joint Book-Running Managers We have not, and the underwriters have not, authorized anyone to provide you with information other than that containedor incorporated by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectusprepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assuranceas to the reliability of, any other information. We are not, and the underwriters are not, making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained orincorporated by reference in this prospectus supplement or the accompanying prospectus or in any such free writingprospectus is accurate as of any date other than the respective date of such document. Offers and sales of the New Notes are subject to restrictions which are discussed in “Underwriting.” The distribution of thisprospectus supplement and the accompanying prospectus and the offering of the New Notes in certain other jurisdictions may also berestricted by law. In this prospectus supplement and the accompanying prospectus, unless otherwise specified or the context otherwiserequires, references to “dollars” and “$” are to U.S. dollars. TABLE OF CONTENTS_________________ Page Prospectus Supplement About this Prospec