Norfolk Southern Corporation filed SEC Form 8-K: Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2025 (
(Exact name of registrant as specified in its charter)
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| Item 1.01. | Entry into a Material Definitive Agreement. |
See description under Item 2.03.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 2, 2025, Norfolk Southern Corporation (the “Registrant”) completed its offering of $400,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 (the “Notes”) pursuant to an Underwriting Agreement, dated April 28, 2025 (the “Agreement”), by and among the Registrant and BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were sold pursuant to the Registrant’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-276166). The Agreement was initially filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on April 28, 2025. The description of the Agreement contained herein is qualified by reference thereto.
The Notes were issued pursuant to an indenture, dated as of February 28, 2018, as supplemented by a thirteenth supplemental indenture, dated as of May 2, 2025 (the “Thirteenth Supplemental Indenture”), each between the Registrant and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The Notes will pay interest semi-annually in arrears at a rate of 5.100% per annum.
The Notes may be redeemed in whole at any time or in part from time to time, at the Registrant’s option, as described below.
If the Notes are redeemed prior to the date that is three months prior to the maturity date for the Notes, the redemption price for such Notes to be redeemed will be equal to the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled payments of principal and interest on such Notes to be redeemed to and including the date that is three months prior to the maturity date for the Notes (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
If the Notes are redeemed on or after the date that is three months prior to the maturity date for the Notes, the redemption price for such Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date.
The Thirteenth Supplemental Indenture is filed herewith as Exhibit 4.1. The description of the Thirteenth Supplemental Indenture contained herein is qualified by reference thereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed as part of this Current Report on Form 8-K:
SIGNATURES
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.
| NORFOLK SOUTHERN CORPORATION (Registrant) | ||
| By: | /s/ Jeremy Ballard | |
| Name: | Jeremy Ballard | |
| Title: | Corporate Secretary | |
Date: May 2, 2025