UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~October~~ ~~23, 2025 (~~October 2029, 2025)

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-8022	~~001~~62-~~08022~~1051971	~~62-1051971~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida		32202
(Address of principal executive offices)		(Zip Code)

500 Water Street, 15th Floor, Jacksonville, FL 32202

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including area~~executive ~~code:~~offices) (~~904)~~Zip ~~359-3200~~Code)

~~(Former~~Registrant's ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report)~~code:

(904) 359-3200

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 ~~Nasdaq~~Global ~~Stock~~Select 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(17~~ ~~CFR~~ (§240.12b-2 of this chapter).

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 25.0302. ~~Creation~~Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet~~Officers; ~~Arrangement~~Compensatory Arrangements of aCertain ~~Registrant~~Officers

~~See~~On ~~Item~~October 829, 2025, CSX Corporation (the “Company”) announced the appointment of Kevin S.01 Boone to the position of Executive Vice President and Chief Financial Officer of the Company, effective immediately. Mr. Boone, who has most recently served as the Company’s Executive Vice President and Chief Commercial Officer since June 2021, succeeds Sean R. Pelkey, who separated from his employment as Executive Vice President and Chief Financial Officer of the Company, also effective as of October 29, 2025. Upon his separation from employment, subject to his signing a customary employment separation agreement and release form, Mr. Pelkey will be eligible to receive compensation and benefits in accordance with the CSX Executive Severance Plan, the terms of which are described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 25, 2025.

The information required by Items 401(b), (d) and (e) and Item 8404(a) of Regulation S-K with respect to Mr.01 ~~Other~~Boone ~~Events~~is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. There will not be any changes to Mr. Boone’s compensation arrangements in connection with his appointment.

OnItem ~~October 23, 2025, CSX Corporation (the “Company”) completed a public offering of $300,000,000 aggregate principal amount of the Company’s 5~~7.~~050% Notes due 2035 (the “Notes”)~~01. ~~The Notes~~Regulation ~~constitute~~FD ~~a further issuance of, and will form a single series with, the Company’s outstanding 5~~Disclosure.050% Notes due 2035 issued on March 10, 2025 in an initial aggregate principal amount of $600,000,000. The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007, an Eighth Supplemental Indenture dated as of March 24, 2010, a Ninth Supplemental Indenture, dated as of February 12, 2019, a Tenth Supplemental Indenture, dated as of December 10, 2020 and an Eleventh Supplemental Indenture, dated as of July 28, 2022 (collectively, the “Indenture”) and an Action of Authorized Pricing Officers of the Company dated as of October 20, 2025. 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 Securities Act of 1933, its Prospectus, dated February 27, 2025, and Prospectus Supplement, dated October 20, 2025, pertaining to the offering and sale of the Notes.

~~The~~On ~~foregoing~~October ~~summary~~29, is2025, ~~qualified by reference to~~ the ~~Action of Authorized Pricing Officers of the~~ Company ~~and~~issued ~~the~~a ~~form~~press ofrelease ~~global~~announcing ~~note for~~ the leadership ~~offering,~~changes ~~which~~reported ~~are~~in ~~filed as exhibits to~~ this Current Report on Form 8-K. ~~and~~A ~~are~~copy ~~incorporated~~of bythe ~~reference~~press ~~herein~~release ~~and~~is inattached ~~the~~hereto ~~above-referenced~~as ~~shelf~~Exhibit ~~registration~~99.1 ~~statement~~and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 97.01, including Exhibit 99.1 ~~Financial~~furnished ~~Statements~~herewith, ~~and~~shall ~~Exhibits~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~(d)~~Item ~~The~~8.01. ~~following~~Other ~~exhibits are being filed herewith:~~Events.

4.1		Action of Authorized Pricing Officers of CSX Corporation dated October 20, 2025.
4.2		Form of Global Note (incorporated by reference to Exhibit 4.2 to CSX Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2025).
5.1.1		Opinion of Davis Polk & Wardwell LLP.
5.1.2		Opinion of Hunton Andrews Kurth LLP.
23.1.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1).
23.1.2		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Also on October 29, 2025, the Company announced the promotion of Maryclare T. Kenney, age 48, as the Company’s new Senior Vice President and Chief Commercial Officer, effective immediately.

~~SIGNATURES~~Ms. Kenney previously served as the Company’s Vice President of Sales and Marketing. Since joining the Company in 2011, she has advanced through roles of increasing responsibility. Most recently, Ms. Kenney was responsible for Merchandise Sales and Marketing, TRANSFLO, Automotive and Total Distribution Services, Inc. (TDSI). Prior to that, she served as Vice President of Intermodal and Automotive. Before joining the Company, Ms. Kenney spent four years at PepsiCo serving in a range of sales leadership and strategy positions. She also served in the U.S. Army for seven years as an aviator, attaining the rank of captain. Ms. Kenney earned a Master’s Degree in Business Administration from the Harvard Business School and a Bachelor’s Degree in Government and International Relations from the University of Notre Dame.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

	CSX CORPORATION
Date: October 23, 2025	By:	/s/ Sean R. Pelkey
	Name:	Sean R. Pelkey
	Title:	Executive Vice President and Chief Financial Officer

(d) The following exhibits are being furnished herewith:

Exhibit Number	Description
99.1	Press Release, dated October 29, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Internet addresses are provided for informational purposes only and are not intended to be hyperlinks.

Signature

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 hereunto duly authorized.

CSX CORPORATION

By: /s/ Michael S. Burns

Michael S. Burns

Senior Vice President,

Chief Legal Officer and

Corporate Secretary

Date: October 29, 2025

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