CSX EVP reports 197,521 direct shares after option exercises

Rhea-AI Filing Summary

CSX Corporation executive EVP & CCO filed a Form 4 reporting option exercises and a same‑day sale on 10/22/2025. The reporting person exercised options for 15,969 shares at $17.59 and 15,084 shares at $17.94, then sold 31,053 shares at a weighted average price of $36.09 (transactions ranged from $36.09 to $36.10).

After these transactions, direct ownership stood at 197,521 shares. Indirect holdings included 1,740 equivalent shares in the CSX Corporation 401(k) plan and 1,500 shares in a spouse’s IRA. Footnotes note a 3‑for‑1 stock split on 06/28/2021 that adjusted option strike prices and share counts, and that direct holdings include 678 shares acquired via the CSX Employee Stock Purchase Plan on 06/30/2025.

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^*

Boone Kevin S.

(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 & CCO

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025

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	10/22/2025		M		15,969	A	$17.59	213,490(1)	D
Common Stock	10/22/2025		M		15,084	A	$17.94	228,574	D
Common Stock	10/22/2025		S		31,053	D	$36.09(2)	197,521	D
Common Stock								1,740	I	CSX Corporation 401(k) Plan(3)
Common Stock								1,500	I	Spouse's IRA

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	$17.59(4)	10/22/2025		M			15,969	10/01/2020	10/01/2027	Common Stock	15,969(5)	$0	0	D
Option	$17.94(6)	10/22/2025		M			15,084	02/06/2021	02/06/2028	Common Stock	15,084(7)	$0	0	D

Explanation of Responses:

1. Includes 678 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025.

2. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $36.09 to $36.10, inclusive. The Reporting Person undertakes to provide to CSX Corporation, any security holder of CSX Corporation, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 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.

4. The original exercise price of the option was $52.78. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $17.59.

5. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjustment to the number of shares subject to the option from 5,323 shares to 15,969 shares.

6. The original exercise price of the option was $53.82. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $17.94.

7. One June 28, 2021, the common stock of CSX Corporation spilt 3-for-1 resulting in an adjustment to the number of shares subject to the option from 5,028 shares to 15,084 shares.

	/s/ Tammy D. Butler, Attorney-in-Fact	10/24/2025
	** 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).
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FAQ

What did CSX (CSX) report in this Form 4?

The EVP & CCO reported exercising options for 15,969 shares at $17.59 and 15,084 shares at $17.94, and selling 31,053 shares at a weighted average of $36.09 on 10/22/2025.

How many CSX shares were sold and at what prices?

A total of 31,053 shares were sold at prices ranging from $36.09 to $36.10, with a weighted average of $36.09.

What is the executive’s CSX ownership after the transactions?

Direct ownership is 197,521 shares. Indirect holdings include 1,740 equivalent shares in the CSX 401(k) plan and 1,500 shares in a spouse’s IRA.

What were the strike prices and origins of the exercised options?

Options exercised had adjusted strike prices of $17.59 and $17.94 due to a 3‑for‑1 split on 06/28/2021; underlying grants dated 10/01/2020 and 02/06/2021.

Did any corporate actions affect these option terms?

Yes. A 3‑for‑1 stock split on 06/28/2021 adjusted both the option strike prices and the number of shares underlying the options.

Are the ESOP/ESPP shares included in holdings?

Yes. Direct holdings include 678 shares acquired under the CSX Employee Stock Purchase Plan on 06/30/2025; the 401(k) figure reflects equivalent shares tied to fund NAV.