CSX director receives stock as deferred fees

CSX CORP director J Steven Whisler reported stock-based compensation rather than an open‑market trade.

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Rhea-AI Filing Summary

CSX CORP director J Steven Whisler reported stock-based compensation rather than an open‑market trade. On June 15, 2026, he received 791 shares of CSX common stock at $47.39 per share as exempt payment of director’s fees under the 2019 CSX Stock and Incentive Award Plan.

These shares are held indirectly through the CSX Directors Deferred Compensation Plan and are payable after he ceases to be a director or according to his deferral election. After this award, one reported indirect balance totals 97,326 shares, while a separate direct holding line shows 126,354 shares. One of the reported balances includes 606 shares acquired via dividend reinvestment since March 13, 2026.

Insider Trade Summary

Grant/Award: 791 shares

Grant/Award 2 txns

Insider WHISLER J STEVEN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	791	$47.39	$37K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 97,326 shares (Indirect, CSX Corporation Directors Deferred Compensation Plan); Common Stock — 126,354 shares (Direct)

Footnotes (3)

F1. 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.
F2. Includes 606 shares acquired through the reinvestment of dividends since March 13, 2026, the date of the last reportable transaction.
F3. 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.

Key Figures

Director stock award: 791 shares Award price: $47.39 per share Indirect holdings after award: 97,326 shares +2 more

5 metrics

Director stock award 791 shares Common Stock granted as director fees on June 15, 2026

Award price $47.39 per share Value used for 791-share director fee award

Indirect holdings after award 97,326 shares Balance in CSX Directors Deferred Compensation Plan after transaction

Direct holdings line 126,354 shares Reported direct ownership of CSX common stock

Dividend reinvestment 606 shares Shares acquired via dividend reinvestment since March 13, 2026

Key Terms

2019 CSX Stock and Incentive Award Plan, CSX Directors Deferred Compensation Plan, deferred compensation, reinvestment of dividends

4 terms

2019 CSX Stock and Incentive Award Plan financial

"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."

CSX Directors Deferred Compensation Plan financial

"By Trustee, CSX Directors Deferred Compensation Plan (the "Plan")."

deferred compensation financial

"The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan."

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

reinvestment of dividends financial

"Includes 606 shares acquired through the reinvestment of dividends since March 13, 2026, the date of the last reportable transaction."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CSX (CSX) director J Steven Whisler report on this Form 4?

He reported receiving 791 CSX common shares as stock-based director fees, valued at $47.39 per share. The award was made under the 2019 CSX Stock and Incentive Award Plan and is structured as deferred compensation rather than an open-market purchase.

Was the CSX (CSX) Form 4 a stock purchase or compensation grant?

The filing shows a compensation grant, not an open-market purchase. Whisler received 791 shares as exempt payment of director’s fees, credited under CSX’s 2019 Stock and Incentive Award Plan, and held within the CSX Directors Deferred Compensation Plan structure.

How many CSX (CSX) shares does J Steven Whisler hold after this Form 4?

After the reported transactions, one direct holding line shows 126,354 CSX common shares, and one indirect balance in the deferred compensation plan totals 97,326 shares. These figures reflect the latest reported ownership positions in the filing after the June 15, 2026 award.

What is the CSX Directors Deferred Compensation Plan mentioned in the Form 4?

The CSX Directors Deferred Compensation Plan is a vehicle where director fees can be deferred into CSX stock units. In this filing, 791 shares related to Whisler’s fees were credited to the plan, payable after he leaves the board or as specified in his deferral election.

How were dividend reinvestments reported in this CSX (CSX) Form 4?

One reported share balance includes 606 CSX shares acquired through dividend reinvestment since March 13, 2026, the date of the last reportable transaction. This reflects automatic reinvestment of dividends rather than new discretionary buying activity in the open market.

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Accepted by SEC EDGAR 06/17/2026 - 04:20 PM

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^*

WHISLER J STEVEN

(Last)

(First)

(Middle)

500 WATER STREET

15TH FLOOR

(Street)

JACKSONVILLE

FLORIDA

32202

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2026		A		791⁽¹⁾	A	$47.39	97,326⁽²⁾	I	CSX Corporation Directors Deferred Compensation Plan⁽³⁾
Common Stock								126,354	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 606 shares acquired through the reinvestment of dividends since March 13, 2026, 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.

	Kacey Heekin-Luchin, Attorney-in-Fact	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR