Director James Wainscott receives 4,455 CSX (CSX) shares as fee grant

Rhea-AI Filing Summary

CSX Corp director James L. Wainscott reported an acquisition of 4,455 shares of CSX common stock. The shares were granted with a reported price of $0.00 per share as an exempt payment of director’s fees and/or annual retainer in stock under the 2019 CSX Stock and Incentive Award Plan.

After this grant/award acquisition, Wainscott directly owns 41,272 shares of CSX common stock. This reflects compensation for board service taken in equity rather than cash.

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^*

WAINSCOTT JAMES L

(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)
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	41,272	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.

Remarks:

Power of Attorney is attached as Exhibit 24 hereto.

	Kacey D. Heekin-Luchin, Attorney-in-Fact	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CSX (CSX) director James L. Wainscott report in this Form 4?

James L. Wainscott reported receiving 4,455 CSX common shares as a grant. The filing shows this was compensation for director fees and/or annual retainer, paid in stock under the 2019 CSX Stock and Incentive Award Plan rather than in cash.

How many CSX (CSX) shares did James L. Wainscott acquire and at what price?

He acquired 4,455 shares of CSX common stock at a reported price of $0.00 per share. The zero price reflects that this was an equity award granted as compensation for board service, not an open-market purchase involving cash.

What is James L. Wainscott’s CSX (CSX) share ownership after this grant?

Following the reported grant, James L. Wainscott directly owns 41,272 CSX common shares. This total includes the 4,455-share award reported in the filing and represents his direct ownership position after the compensation-related stock issuance.

What is the nature of the CSX (CSX) stock award reported for James L. Wainscott?

The award is an exempt payment of director’s fees and/or annual retainer in CSX common stock. It was granted pursuant to the 2019 CSX Stock and Incentive Award Plan, indicating the shares were issued as equity compensation for board service.

Does this CSX (CSX) Form 4 indicate a market purchase or sale by James L. Wainscott?

No, the transaction is classified as a grant, award, or other acquisition, not a market trade. The reported price per share is $0.00, underscoring that it is stock-based compensation under the company’s 2019 Stock and Incentive Award Plan.