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Norfolk Southern logoNorfolk Southern NSC

The company said it completed the offering of $400,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 on May 2, 2025. The offering was made under an Underwriting Agreement dated April 28, 2025.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it completed the offering of $400,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 on May 2, 2025. The offering was made under an Underwriting Agreement dated April 28, 2025.

  2. The company said it sold the Notes through BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters. The Notes were sold under its Form S-3 Automatic Shelf Registration Statement (File No. 333-276166).

  3. The company said the Notes were issued under an indenture dated February 28, 2018 and the Thirteenth Supplemental Indenture dated May 2, 2025, with U.S. Bank Trust Company, National Association as trustee. The Notes pay interest at 5.100% per year semi-annually in arrears, every 6 months.

  4. The company said that Notes redeemed before the date that is 3 months prior to maturity will be redeemed at the greater of 100% of principal and a make-whole amount based on the present value of remaining scheduled payments, plus accrued and unpaid interest. If the Notes are redeemed on or after the date that is 3 months prior to maturity, the redemption price will be 100% of principal, plus accrued and unpaid interest.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Norfolk Southern completes $400,000,000 5.100% Senior Notes due 2035 offering

The company said it completed the offering of $400,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 on May 2, 2025. The offering was made under an Underwriting Agreement dated April 28, 2025.

Source · Based on the filing body and exhibits

Underwriters and Form S-3 registration

The company said it sold the Notes through BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters. The Notes were sold under its Form S-3 Automatic Shelf Registration Statement (File No. 333-276166).

Source · Based on the filing body and exhibits

Thirteenth Supplemental Indenture and interest payment terms

The company said the Notes were issued under an indenture dated February 28, 2018 and the Thirteenth Supplemental Indenture dated May 2, 2025, with U.S. Bank Trust Company, National Association as trustee. The Notes pay interest at 5.100% per year semi-annually in arrears, every 6 months.

Source · Based on the filing body and exhibits

Notes early redemption price terms

The company said that Notes redeemed before the date that is 3 months prior to maturity will be redeemed at the greater of 100% of principal and a make-whole amount based on the present value of remaining scheduled payments, plus accrued and unpaid interest. If the Notes are redeemed on or after the date that is 3 months prior to maturity, the redemption price will be 100% of principal, plus accrued and unpaid interest.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.