CSX Corp. (CSX) SVP Kenney awarded 355 shares, 158 withheld for taxes

Rhea-AI Filing Summary

CSX Corp. senior vice president and chief commercial officer Maryclare T. Kenney reported routine equity activity. On January 23, 2026, she received an award of 355 shares of common stock at $0 under the 2023–2025 Long-Term Incentive Plan, increasing her direct holdings.

On the same date, 158 shares were withheld at $36.64 per share to cover tax obligations, leaving her with 7,427 directly held shares. She also holds 3,402 shares indirectly through the CSX Corporation 401(k) plan and 4,154 shares via a joint revocable trust.

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^*

Kenney Maryclare T.

(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 & CCO

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		355(1)	A	$0	7,585(2)	D
Common Stock	01/23/2026		F		158(3)	D	$36.64	7,427	D
Common Stock								3,402	I	CSX Corporation 401(k) Plan(4)
Common Stock								4,154	I	Joint Revocable Trust

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 140 shares acquired under the CSX Employee Stock Purchase Plan on December 31, 2025.

3. Withholding of stock to satisfy tax obligation.

4. 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.

	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.
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** 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 insider stock transactions did CSX (CSX) report for Maryclare T. Kenney?

CSX reported that SVP & CCO Maryclare T. Kenney received 355 shares of common stock as a long-term incentive award and had 158 shares withheld to cover taxes, both on January 23, 2026, as part of routine equity compensation activity.

How many CSX shares does Maryclare T. Kenney hold after the reported Form 4 transactions?

After the transactions, Maryclare T. Kenney directly holds 7,427 CSX common shares. She also has 3,402 shares indirectly through the CSX Corporation 401(k) plan and 4,154 shares in a joint revocable trust, reflecting both retirement and estate-planning related holdings.

What was the nature of the 355 CSX shares awarded to Maryclare T. Kenney?

The 355 CSX shares were granted at $0 as part of the company’s 2023–2025 Long-Term Incentive Plan. This award represents equity-based compensation intended to align executive interests with shareholders over the designated performance period and vesting schedule.

Why were 158 CSX shares withheld in Maryclare T. Kenney’s Form 4 filing?

The Form 4 indicates 158 CSX shares were withheld at $36.64 per share to satisfy tax obligations. Such withholding is a common method for executives to cover income and payroll taxes due upon vesting or settlement of stock-based compensation awards.

How are Maryclare T. Kenney’s indirect CSX share holdings structured?

Kenney’s indirect CSX holdings include 3,402 shares in the CSX Corporation 401(k) plan and 4,154 shares in a joint revocable trust. The 401(k) amount reflects equivalent shares in the CSX Stock Fund, which fluctuates with the fund’s daily net asset value.

Does the Form 4 indicate any large open-market sale by Maryclare T. Kenney of CSX stock?

The Form 4 does not show an open-market sale; instead, it reports a stock award of 355 shares and tax withholding of 158 shares. The withholding transaction is coded “F,” indicating shares were retained by the issuer to meet tax requirements.