CSX insider trades: option exercises and 24,249-share sale disclosed

Rhea-AI Filing Summary

CSX Corporation (CSX): An officer (SVP – CLO & Corp Secy) reported stock option exercises and a share sale on 10/20/2025. The filing shows exercises of 13,107 options at $17.94 and 11,142 options at $22.70, followed by a sale of 24,249 common shares at a weighted average price of $36.76 (transactions ranged from $36.76 to $36.77). After these transactions, beneficial ownership was 51,640 shares directly and 1,769 shares indirectly via the CSX Corporation 401(k) Plan. The total also reflects 704 shares acquired under the ESPP and an update correcting prior Form 3 reporting.

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^*

Burns Michael S.

(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 - CLO & Corp Secy

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		M		13,107	A	$17.94	64,747(1)(2)	D
Common Stock	10/20/2025		M		11,142	A	$22.7	75,889	D
Common Stock	10/20/2025		S		24,249	D	$36.76(3)	51,640	D
Common Stock								1,769	I	CSX Corporation 401(k) Plan(4)

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	$17.94	10/20/2025		M			13,107	02/06/2021	02/06/2028	Common Stock	13,107	$0	0	D
Option	$22.7	10/20/2025		M			11,142	02/06/2022	02/06/2029	Common Stock	11,142	$0	0	D

Explanation of Responses:

1. Includes 704 shares acquired under the CSX Employee Stock Purchase Plan in June 30, 2025.

2. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Form 3 filed on January 10, 2025.

3. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $36.76 to $36.77, 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.

4. By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of case value held in the CSX Stock Fund, which amounts will fluctuate dependent upon the daily net asset value of the fund.

	/s/ Tammy D. Butler, Attorney-in-Fact	10/22/2025
	** 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) disclose in this Form 4?

An officer exercised stock options and sold common shares on 10/20/2025, updating beneficial ownership.

How many CSX shares were sold and at what price?

The filing reports a sale of 24,249 shares at a weighted average of $36.76 (range $36.76–$36.77).

What options were exercised by the CSX officer?

Exercises included 13,107 options at $17.94 and 11,142 options at $22.70.

What is the officer’s CSX beneficial ownership after the transactions?

Direct ownership: 51,640 shares; indirect via the CSX 401(k) Plan: 1,769 shares.

Does the filing note any corrections or adjustments?

Yes. It notes 704 ESPP shares and updates totals due to shares previously misreported on the Form 3.

Were the options associated with specific grant dates?

Yes. Underlying options had grant schedules including 02/06/2021–02/06/2028 and 02/06/2022–02/06/2029.