Equity awards granted to CSX (CSX) SVP and chief legal officer

Rhea-AI Filing Summary

CSX CORP senior vice president and chief legal officer Michael S. Burns received new equity awards as part of the company’s 2026–2028 Long-Term Incentive Plan. He was granted options on 40,914 shares at an exercise price of $0.00 per share and 8,207 shares of common stock at no cost, both reported as direct ownership.

The footnotes state that the options and restricted stock units vest in three equal installments on February 26, 2027, February 26, 2028, and February 26, 2029. The filing also reports indirect ownership of 1,810 equivalent common shares through the CSX Corporation Savings Thrift Plan’s CSX Stock Fund, where values fluctuate with the fund’s daily net asset value.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burns Michael S.

(Last) (First) (Middle)

500 WATER STREET

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - CLO & Corp Secy

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		8,207(1)	A	$0	58,981	D
Common Stock								1,810	I	CSX Corporation 401(k) Plan(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option	$42.65	02/26/2026		A		40,914(3)		(4)	02/26/2036	Common Stock	40,914	$0	40,914	D

Explanation of Responses:

1. Restricted stock units awarded pursuant to the CSX Corporation 2026-2028 Long-Term Incentive Plan. The units vest in three equal installments on February 26, 2027, February 26, 2028 and February 26, 2029.

2. By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of cash value held in the CSX Stock Fund, which amounts will fluctuate dependent upon the daily net asset value of the fund.

3. Options awarded pursuant to the CSX Corporation 2026 - 2028 Long-Term Incentive Plan.

4. The options vest in three equal installments on February 26, 2027, February 26, 2028 and February 26, 2029.

	Kacey D. Heekin-Luchin, Attorney-in-Fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CSX (CSX) executive Michael S. Burns report in this Form 4 filing?

Michael S. Burns reported equity awards from CSX’s 2026–2028 Long-Term Incentive Plan. He received 40,914 stock options and 8,207 common shares, both at no cost, plus disclosed indirect holdings in the CSX Corporation Savings Thrift Plan’s CSX Stock Fund.

How many stock options did Michael S. Burns receive from CSX (CSX)?

He received options on 40,914 CSX shares with a reported price of $0.00 per share. These options were granted under the 2026–2028 Long-Term Incentive Plan and will vest over three years, subject to scheduled vesting dates in 2027, 2028, and 2029.

What common stock award did CSX (CSX) grant to Michael S. Burns?

CSX granted 8,207 shares of common stock to Michael S. Burns at no cost as a restricted stock unit award. The units vest in three equal installments on February 26, 2027, February 26, 2028, and February 26, 2029, aligning with the company’s long-term incentive program.

When do Michael S. Burns’s CSX (CSX) equity awards vest?

Both the options and restricted stock units vest in three equal parts. The vesting dates are February 26, 2027, February 26, 2028, and February 26, 2029, reflecting a multi-year incentive structure tied to CSX’s 2026–2028 Long-Term Incentive Plan.

What indirect CSX (CSX) holdings did Michael S. Burns disclose?

He reported 1,810 equivalent CSX common shares held indirectly through the CSX Corporation Savings Thrift Plan. Those amounts represent interests in the CSX Stock Fund and can change over time based on the fund’s daily net asset value and cash-equivalent balances.

Does this CSX (CSX) Form 4 show any stock sales by Michael S. Burns?

The filing reports only grants and holdings, with no sales indicated. Transactions are coded as awards or holdings, including stock options and restricted stock units, plus indirect interests through the Savings Thrift Plan’s CSX Stock Fund, with no disposition transactions reported.