CSX Form 4: Hinrichs Withholds 52,397 Shares for Taxes, Keeps 304,380

Rhea-AI Filing Summary

Joseph R. Hinrichs, President & CEO of CSX Corporation, reported a targeted disposition of common stock on 09/26/2025 to satisfy a tax obligation tied to equity awards. The Form 4 shows 52,397 shares were disposed at $34.01 per share through withholding. After that transaction, Mr. Hinrichs beneficially owned 304,380 shares in total.

The filing also explains how portions of his holdings were acquired: 5,558 shares292 shares549 shares The sale appears to be a tax-withholding disposition rather than a voluntary open-market sale disclosed as part of compensation settlement.

Positive

• Significant retained ownership: Mr. Hinrichs continues to beneficially own 304,380 shares
• Majority of holdings from compensation programs: The filing clarifies that 5,558 and 292 shares549 shares

Negative

• Disposition of 52,397 shares: The CEO had 52,397 shares withheld/sold at $34.01, which is a material transfer of shares from his pre-transaction holdings.

Insights

Corporate Governance Expert

TL;DR: CEO sold shares to cover tax on equity awards; retains a substantial stake, suggesting no clear change to alignment with shareholders.

The reported disposition of 52,397 shares via tax withholding is a routine consequence of equity compensation vesting. Such transactions typically do not reflect a change in strategic view by management when they are explicitly to satisfy tax obligations. Retaining 304,380 shares post-transaction indicates continued significant ownership and ongoing alignment with long-term shareholder interests. Investors should note the transaction type and the disclosure that some holdings arose from dividend reinvestment and employee purchase programs.

Securities Analyst

TL;DR: Transaction is operational (tax-related) not a cash-raising sale; the CEO still holds meaningful equity exposure to CSX.

From a market-impact perspective, the disposition appears procedural: withholding to satisfy tax liabilities is common upon RSU vesting. The size—52,397 shares at $34.01—should be evaluated relative to the company's float for market impact, but the filing does not indicate an open-market disposal or a plan-level sale. Continued ownership of over 300,000 shares maintains managerial skin in the game. No derivative activity or additional material changes in beneficial ownership are reported.

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hinrichs Joseph R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		F		52,397(1)	D	$34.01	304,380(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Withholding of stock to satisfy tax obligation.

2. Includes 5,558 shares acquired through the reinvestment of dividends since September 26, 2022, the grant date of the restricted stock units ("RSUs"), and 292 shares acquired through the reinvestment of dividends in respect of RSUs awarded pursuant to the CSX Corporation 2023-2025 Long-Term Incentive Plan.

3. Includes 549 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025.

	/s/ Tammy D. Butler, Attorney-in-Fact	09/30/2025
	** 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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FAQ

What did CSX CEO Joseph Hinrichs report on the Form 4 for CSX (CSX)?

The Form 4 reports a disposition of 52,397 common shares$34.01 per share to satisfy tax withholding; beneficial ownership after the transaction is 304,380 shares.

Why were 52,397 CSX shares disposed by the reporting person?

The filing states the disposition was due to withholding of stock to satisfy a tax obligation related to equity awards.

How were some of Mr. Hinrichs' CSX shares acquired?

The filing notes 5,558 shares292 shares549 shares.

Does the Form 4 report any options or derivative transactions for the CEO?

No. Table II (derivative securities) contains no reported transactions or holdings for the reporting person in this filing.

Did the Form 4 indicate joint filing or multiple reporting persons?

No. The filing indicates it was filed by one reporting person (individual filing).