CSX director (CSX) receives 4,455-share deferred stock award

Rhea-AI Filing Summary

CSX CORP director Suzanne M. Vautrinot reported an acquisition of 4,455 shares of common stock through a grant of director compensation. The award represents exempt payment of director fees and/or annual retainer in CSX stock under the 2019 CSX Stock and Incentive Award Plan. The shares are held indirectly in the CSX Directors Deferred Compensation Plan, with payment generally deferred until she leaves the board or as elected. Following this award and dividend reinvestments, her indirect holdings in this plan total 39,702 shares.

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^*

Vautrinot Suzanne M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		4,455(1)	A	$0	39,702(2)	I	CSX Corporation Directors Deferred Compensation(3)

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. Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

2. Includes 554 shares acquired through the reinvestment of dividends since February 14, 2025, the date of the last reportable transaction.

3. By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

Remarks:

Power of Attorney is attached as Exhibit 24 hereto.

	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.
* 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.

FAQ

What insider transaction did CSX (CSX) director Suzanne Vautrinot report?

Suzanne M. Vautrinot reported receiving 4,455 CSX common shares as a grant of director compensation. The award was made in stock under the 2019 CSX Stock and Incentive Award Plan and is treated as an exempt director-fee or retainer payment.

Was the CSX (CSX) director’s Form 4 transaction a stock purchase or grant?

The Form 4 shows a stock grant, not an open-market purchase. The 4,455 CSX shares were awarded as payment of director fees and/or annual retainer under the 2019 CSX Stock and Incentive Award Plan at a reported price of $0.00 per share.

How many CSX (CSX) shares does Suzanne Vautrinot indirectly hold after this award?

After the 4,455-share grant, Suzanne M. Vautrinot indirectly holds 39,702 CSX common shares in the CSX Directors Deferred Compensation Plan. This total includes 554 shares acquired through dividend reinvestment since February 14, 2025, the date of her last reportable transaction.

How are the new CSX (CSX) shares held under the directors’ deferred compensation plan?

The shares are held by the trustee of the CSX Directors Deferred Compensation Plan. They are generally payable after Suzanne M. Vautrinot ceases to be a director, or according to her applicable deferral election, rather than being immediately delivered as unrestricted stock.

What plan governed the CSX (CSX) director stock award disclosed on this Form 4?

The stock award was made under the 2019 CSX Stock and Incentive Award Plan. According to the disclosure, the 4,455-share grant represents exempt payment of director’s fees and/or annual retainer in the form of CSX common stock pursuant to that plan.