Filed Pursuant to Rule 433

Registration No. 333-264739

June 3, 2024

Burlington Northern Santa Fe, LLC

$1,300,000,000 5.500% Debentures due March 15, 2055

Final Term Sheet

Issuer:	Burlington Northern Santa Fe, LLC
Ratings (Moody’s / S&P)*:	A3 (positive) / AA- (stable)
Note Type:	Senior Unsecured Debentures
Offering Format:	SEC Registered
Trade Date:	June 3, 2024
Settlement Date**:	June 7, 2024 (T+4)
Maturity Date:	March 15, 2055
Final Terms
Principal Amount:	$1,300,000,000 aggregate principal amount of the 5.500% Debentures due March 15, 2055
Benchmark Treasury:	UST 4.250% due February 15, 2054
Benchmark Treasury Price / Yield:	95-02+ / 4.554%
Re-offer Spread:	T + 98 bps
Re-offer Yield:	5.534%
Coupon:	5.500%
Price to Public:	99.470% of the principal amount
Coupon Dates:	March 15 and September 15
First Coupon Date:	March 15, 2025
Make-Whole Call:	T + 15 bps (at any time before September 15, 2054)
Par Call:	At any time on or after September 15, 2054
Day Count Convention:	30/360
Denominations:	$2,000 x $1,000
CUSIP / ISIN:	12189L BL4 / US12189LBL45
Joint Book-Running Managers:	BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC
Co-Managers:	Academy Securities, Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc.

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** We expect to deliver the Debentures against payment therefor in New York City on or about June 7, 2024, which will be the fourth business day following the date of the prospectus supplement and of the pricing of the Debentures. Under Rule 15c6-l of the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Debentures on the pricing date or the next two succeeding business days will be required by virtue of the fact that the Debentures initially will settle in four business days (T+4) to specify alternative settlement arrangements to prevent failed settlement.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 1 (800) 294-1322, Citigroup Global Markets Inc. at 1 (800) 831-9146 or Goldman Sachs & Co. LLC at 1 (866) 471-2526.

No PRIIPs KID. Not for retail investors in the EEA. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.