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CSX Corp (CSX) EVP & COO reports 2,397-share grant and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CSX Corp EVP & COO Cory Michael A. reported equity transactions on common stock. On January 23, 2026, he received 2,397 shares at $0 under the 2023-2025 Long-Term Incentive Plan and had 528 shares withheld at $36.64 to cover taxes.

After these transactions, he directly owned 84,183 common shares. The filing notes that this total includes shares bought through the CSX Employee Stock Purchase Plan in 2025 and updates prior beneficial ownership that had been incorrectly reported in a February 20, 2024 Form 4.

Positive

  • None.

Negative

  • None.
Insider Cory Michael A.
Role EVP & COO
Type Security Shares Price Value
Grant/Award Common Stock 2,397 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 528 $36.64 $19K
Holdings After Transaction: Common Stock — 84,183 shares (Direct)
Footnotes (4)
  1. F1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.
  2. F2. Includes 411 shares acquired under the CSX Employee Stock Purchase Plan ("ESPP") on June 30, 2025 and 352 shares acquired under the ESPP on December 31, 2025.
  3. F3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Form 4 filed on February 20, 2024.
  4. F4. Withholding of stock to satisfy tax obligation.

FAQ

What insider transactions did CSX (CSX) report for the EVP & COO?
The CSX EVP & COO reported two stock transactions: a grant of 2,397 common shares at $0 under the 2023-2025 Long-Term Incentive Plan, and withholding of 528 shares at $36.64 to satisfy tax obligations related to that award.

How many CSX (CSX) shares does the EVP & COO own after this Form 4?
After the reported transactions, the CSX EVP & COO directly beneficially owns 84,183 common shares. This total reflects incentive awards, shares acquired through the 2025 employee stock purchase plan, and a correction to previously misreported ownership on a February 20, 2024 Form 4.

What is the nature of the 2,397 CSX (CSX) shares granted to the EVP & COO?
The 2,397 CSX common shares were awarded under the company’s 2023-2025 Long-Term Incentive Plan. These shares were reported at a price of $0, indicating they were granted as equity compensation rather than purchased in the open market by the executive.

Why were 528 CSX (CSX) shares withheld from the EVP & COO?
The filing states that 528 CSX common shares were withheld at $36.64 per share to satisfy a tax obligation. This type of withholding is commonly used so executives can cover income tax liabilities triggered by stock awards without making separate cash payments.

Did the CSX (CSX) EVP & COO’s Form 4 correct any prior share reporting?
Yes. The filing explains that the total number of shares beneficially owned was updated because certain shares had been incorrectly reported on the reporting person’s Form 4 filed on February 20, 2024. The new total reflects this correction to ownership figures.

Are employee stock purchase plan shares included in the CSX (CSX) EVP & COO’s holdings?
Yes. The reported beneficial ownership includes 411 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025 and 352 shares acquired under the plan on December 31, 2025, in addition to incentive and other directly held shares.

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Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Cory Michael A.
(Last) (First) (Middle)
500 WATER STREET
15TH FLOOR
(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)
EVP & COO
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026
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 01/23/2026 A 2,397(1) A $0 84,711(2)(3) D
Common Stock 01/23/2026 F 528(4) D $36.64 84,183 D
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
Explanation of Responses:
1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.
2. Includes 411 shares acquired under the CSX Employee Stock Purchase Plan ("ESPP") on June 30, 2025 and 352 shares acquired under the ESPP on December 31, 2025.
3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Form 4 filed on February 20, 2024.
4. Withholding of stock to satisfy tax obligation.
Michael S. Burns, Attorney-in-Fact 01/27/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR