CSX Corp (CSX) details director stock awarded as deferred fees

Rhea-AI Filing Summary

CSX Corp reported that one of its directors received 1,681 shares of common stock on December 15, 2025, at $37.18 per share as an exempt payment of director fees and/or annual retainer under the 2019 CSX Stock and Incentive Award Plan. After this grant, the director beneficially owned 90,211 shares indirectly through the CSX Directors Deferred Compensation Plan and 126,354 shares directly.

The indirect holdings include 348 shares acquired through the reinvestment of dividends since September 15, 2025. Shares held in the deferred compensation plan are payable after the director ceases to serve or as otherwise provided in the individual’s deferral election.

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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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^*

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)
12/15/2025

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	12/15/2025		A		1,681(1)	A	$37.18	90,211(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 348 shares acquired through the reinvestment of dividends since September 15, 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	12/16/2025
	** 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 insider stock transaction involving CSX (CSX) occurred on December 15, 2025?

A CSX director received 1,681 shares of CSX common stock on December 15, 2025 as an exempt payment of director fees and/or annual retainer under the 2019 CSX Stock and Incentive Award Plan, at a price of $37.18 per share.

How many CSX shares does the director beneficially own after this transaction?

Following the transaction, the director beneficially owned 90,211 CSX shares indirectly through the CSX Directors Deferred Compensation Plan and 126,354 CSX shares directly.

What is the 2019 CSX Stock and Incentive Award Plan mentioned in the report for CSX (CSX)?

The 2019 CSX Stock and Incentive Award Plan is a company program under which director fees and/or annual retainers may be paid in CSX common stock, as shown by the exempt stock awarded to the director.

What is the CSX Directors Deferred Compensation Plan for CSX (CSX) directors?

The CSX Directors Deferred Compensation Plan allows a director to hold CSX shares in a deferred account. These shares are payable after the director ceases to be a director or as otherwise provided in the director’s deferral election.

Were any derivative securities reported for the CSX (CSX) director in this Form 4?

The report includes a table for derivative securities but shows no derivative security transactions reported for the director in this filing.

How were dividend reinvestments reflected in the CSX (CSX) director’s holdings?

The indirect holdings of the director include 348 CSX shares acquired through the reinvestment of dividends since September 15, 2025, the date of the prior reportable transaction.