CSX Insider Filing: Director Fee Shares Issued and Large Share Disposition Reported

Rhea-AI Filing Summary

Whisler J. Steven, a director of CSX Corporation (CSX), reported transactions on 09/15/2025. He acquired 1,154 shares of CSX common stock at a price of $32.50 per share as an exempt payment of director fees under the 2019 CSX Stock and Incentive Award Plan. The filing shows 88,182 shares beneficially owned following the reported acquisition, held indirectly through the CSX Directors Deferred Compensation Plan. The report also records a disposition of 126,354 shares. The filing notes 346 shares were added via dividend reinvestment since the prior reportable transaction on June 13, 2025.

Positive

• Received 1,154 shares as director compensation under the 2019 CSX Stock and Incentive Award Plan, aligning director compensation with shareholder interests
• Indirect beneficial ownership of 88,182 shares is maintained through the CSX Directors Deferred Compensation Plan, indicating continued long-term deferral

Negative

• Disposition of 126,354 shares reported with no additional context about the nature or destination of the disposition
• No price or recipient given for the 126,354-share disposition, limiting transparency on whether shares were sold or transferred

Insights

Corporate Governance Expert

TL;DR: Routine director compensation converted to equity and deferred holdings; sizable disposition noted but context for sale not provided.

The filing documents a common director-level practice: receipt of equity in lieu of cash compensation under the company stock plan and maintenance of deferred, trustee-held shares under the Directors Deferred Compensation Plan. The 1,154-share acquisition at $32.50 reflects compensation conversion rather than an open-market purchase. The report also shows a notable disposition of 126,354 shares; the form does not state whether that disposition reflects a transfer to the deferred plan, sale, or other event, so no conclusion about intent or tax/estate planning can be drawn solely from this filing.

Securities Analyst

TL;DR: Transaction mix is neutral to investors: standard fee-for-stock issuance plus a large reported disposition without explanatory detail.

The acquisition of director fees in stock increases alignment with shareholders but is modest in size (1,154 shares). The filing confirms 88,182 shares beneficially owned indirectly via the Directors Deferred Compensation Plan and notes 346 dividend-reinvested shares since the last filing. The 126,354-share disposition is material in absolute terms relative to the reported holdings, yet the form provides no price or recipient for that disposition, limiting assessment of market impact.

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).

1. Name and Address of Reporting Person^*

WHISLER J STEVEN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		1,154(1)	A	$32.5	88,182(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)
				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. Includes 346 shares acquired through the reinvestment of dividends since June 13, 2025, 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.

	/s/ Tammy D. Butler, Attorney-in-Fact	09/16/2025
	** 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 transactions did Whisler J. Steven report for CSX (CSX)?

The filing reports an acquisition of 1,154 shares at $32.50 on 09/15/2025 and a disposition of 126,354 shares.

How many CSX shares does Whisler J. Steven beneficially own after the reported transactions?

The filing shows 88,182 shares beneficially owned following the reported acquisition, held indirectly through the Directors Deferred Compensation Plan.

Why were 1,154 CSX shares acquired by the director?

The 1,154 shares were an exempt payment of director fees under the 2019 CSX Stock and Incentive Award Plan, per the form.

Did the filing note any dividend reinvestment for CSX shares?

Yes. The filing states 346 shares were acquired through dividend reinvestment since the prior reportable transaction on June 13, 2025.

Is the 126,354-share disposition explained in the Form 4?

No. The Form 4 records the 126,354-share disposition but does not explain the nature, price, or recipient of that disposition.