[Form 4] CSX CORP Insider Trading Activity

CSX Corporation executive Diana B. Sorfleet, EVP & CAO, reported routine equity compensation activity.

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Rhea-AI Filing Summary

CSX Corporation executive Diana B. Sorfleet, EVP & CAO, reported routine equity compensation activity. On January 23, 2026, she received 2,298 shares of CSX common stock at $0, awarded under the 2023–2025 Long-Term Incentive Plan.

On the same date, 1,026 shares were withheld at a price of $36.64 to satisfy tax obligations. After these transactions, she directly owned 237,444 CSX shares. The filing notes that her total beneficial ownership figure has been updated because certain shares were previously reported incorrectly on Forms 4 filed in February 2024, and that the total now includes 777 shares acquired through the CSX Employee Stock Purchase Plan on June 30, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sorfleet Diana B

Role EVP & CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,298	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,026	$36.64	$38K

Holdings After Transaction: Common Stock — 237,444 shares (Direct)

Footnotes (4)

F1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.
F2. Includes 777 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025.
F3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Forms 4 filed on February 12, 2024 and February 20, 2024.
F4. Withholding of stock to satisfy tax obligation.

FAQ

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What insider transactions did CSX (CSX) report for Diana B. Sorfleet?

CSX reported two insider transactions for EVP & CAO Diana B. Sorfleet on January 23, 2026. She received 2,298 shares as a long-term incentive award, and 1,026 shares were withheld at $36.64 each to cover associated tax obligations, updating her direct shareholdings.

How many CSX shares does EVP & CAO Diana B. Sorfleet now own?

After the reported January 23, 2026 transactions, Diana B. Sorfleet directly owns 237,444 CSX common shares. This total reflects new incentive awards, tax withholding, and corrections to past reporting, including shares acquired through the company’s Employee Stock Purchase Plan on June 30, 2025.

What was the nature of the 2,298 CSX shares awarded to Diana B. Sorfleet?

The 2,298 CSX shares awarded to Diana B. Sorfleet were granted at $0 under the 2023–2025 Long-Term Incentive Plan. These awards are part of her equity-based compensation as EVP & CAO and increase her direct ownership stake in CSX common stock.

Why were 1,026 CSX shares withheld from Diana B. Sorfleet’s award?

CSX withheld 1,026 shares from Diana B. Sorfleet’s January 23, 2026 stock award at a price of $36.64 per share. The filing explains this withholding was used to satisfy tax obligations arising from the equity compensation granted under the long-term incentive program.

Did CSX (CSX) correct any prior ownership reporting for Diana B. Sorfleet?

Yes. The filing states that Diana B. Sorfleet’s total beneficial share count was updated because some shares were incorrectly reported on Forms 4 filed in February 2024. The corrected total now also includes 777 shares from the Employee Stock Purchase Plan.

How are CSX Employee Stock Purchase Plan shares reflected for Diana B. Sorfleet?

The filing specifies that Diana B. Sorfleet’s beneficial ownership total includes 777 CSX shares acquired under the Employee Stock Purchase Plan on June 30, 2025. These ESPP shares are now part of her corrected direct holdings figure reported in the latest insider transaction.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 01/27/2026 - 05:04 PM

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
Estimated average burden
hours per response:			0.5

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^*

Sorfleet Diana B

(Last)

(First)

(Middle)

500 WATER STREET

15TH FLOOR

(Street)

JACKSONVILLE

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)
	EVP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2026		A		2,298⁽¹⁾	A	$0	238,470⁽²⁾⁽³⁾	D
Common Stock	01/23/2026		F		1,026⁽⁴⁾	D	$36.64	237,444	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.

2. Includes 777 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025.

3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Forms 4 filed on February 12, 2024 and February 20, 2024.

4. Withholding of stock to satisfy tax obligation.

	Michael S. Burns, Attorney-in-Fact	01/27/2026
	** 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.

Source: View Original Filing on SEC EDGAR