Director Paul Hilal awarded 4,455 CSX Corp (CSX) shares for fees

Rhea-AI Filing Summary

Hilal Paul C reported acquisition or exercise transactions in this Form 4 filing.

CSX Corp director Paul C. Hilal reported an equity award of 4,455 shares of CSX common stock. The shares were granted on February 26, 2026 as exempt payment of director fees and/or annual retainer under the 2019 CSX Stock and Incentive Award Plan, at a stated price of $0.00 per share.

Following this grant, Hilal directly holds 22,739 common shares. Entities he ultimately controls hold an additional 1,454,098 shares indirectly; he may be deemed a beneficial owner for regulatory purposes but expressly disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hilal Paul C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,455	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 22,739 shares (Direct); Common Stock — 1,454,098 shares (Indirect, See footnote)

Footnotes (1)

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. By virtue of Reporting Person's position as ultimately controlling various entities that hold shares in CSX Corporation, Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Exchange Act. Reporting Person disclaims beneficial ownership of any of these shares, except to the extent of any pecuniary interest therein. Reporting Person continues to serve as a director and as Vice Chairman of the Board of CSX Corporation and as a result, the entities referenced in this footnote 2 are directors by deputization for purposes of Section 16 of the Exchange Act.

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
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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^*

Hilal Paul C

(Last) (First) (Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK NY 10019

(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	22,739	D
Common Stock								1,454,098	I	See footnote(2)

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. By virtue of Reporting Person's position as ultimately controlling various entities that hold shares in CSX Corporation, Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Exchange Act. Reporting Person disclaims beneficial ownership of any of these shares, except to the extent of any pecuniary interest therein. Reporting Person continues to serve as a director and as Vice Chairman of the Board of CSX Corporation and as a result, the entities referenced in this footnote 2 are directors by deputization for purposes of Section 16 of the Exchange Act.

	/s/ Paul C. Hilal	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.
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FAQ

What insider transaction did Paul C. Hilal report at CSX (CSX)?

Paul C. Hilal reported receiving an award of 4,455 CSX common shares. The grant represents payment of director fees and/or annual retainer under the 2019 CSX Stock and Incentive Award Plan, increasing his directly held stake to 22,739 shares.

Was Paul C. Hilal’s CSX share award a purchase or a grant?

The transaction was a grant of shares, not a market purchase. It is classified as a “grant, award, or other acquisition” and represents exempt payment of director fees and/or annual retainer in CSX common stock under the company’s 2019 stock and incentive plan.

How many CSX shares does Paul C. Hilal hold directly after the award?

After the February 26, 2026 grant, Paul C. Hilal directly holds 22,739 CSX common shares. This total reflects his personal direct holdings only and excludes additional shares held indirectly through entities he ultimately controls, which are reported separately.

What indirect CSX holdings are associated with Paul C. Hilal?

Entities ultimately controlled by Paul C. Hilal hold 1,454,098 CSX common shares indirectly. He may be deemed a beneficial owner for regulatory purposes but disclaims beneficial ownership of those shares, except to the extent of any pecuniary interest he has in the entities.

Why is the CSX share grant to Paul C. Hilal priced at $0.00 per share?

The filing lists the grant price as $0.00 because the 4,455 CSX shares represent exempt payment of director fees and/or annual retainer. Rather than cash compensation, Hilal received common stock under CSX’s 2019 Stock and Incentive Award Plan for his board service.

What roles does Paul C. Hilal hold at CSX Corporation?

Paul C. Hilal serves as a director and as Vice Chairman of the Board of CSX Corporation. Because of his controlling position over certain entities that hold CSX shares, those entities are considered directors by deputization for Section 16 regulatory reporting purposes.