CSX (CSX) director Whisler receives 4,455-share stock fee award, updates holdings

Rhea-AI Filing Summary

CSX Corporation director J. Steven Whisler reported an award of 4,455 shares of CSX common stock on February 26, 2026. The shares were an exempt payment of director fees and/or annual retainer in the form of stock under the 2019 CSX Stock and Incentive Award Plan and are held indirectly through the CSX Corporation Directors Deferred Compensation Plan. Following this grant, he indirectly holds 94,975 shares under the plan, and directly holds 126,354 shares, which include 309 shares acquired through dividend reinvestment since December 15, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WHISLER J STEVEN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,455	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 94,975 shares (Indirect, CSX Corporation Directors Deferred Compensation Plan); Common Stock — 126,354 shares (Direct)

Footnotes (1)

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. Includes 309 shares acquired through the reinvestment of dividends since December 15, 2025, the date of the last reportable transaction. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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	94,975(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 309 shares acquired through the reinvestment of dividends since December 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.

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 insider transaction did CSX (CSX) director J. Steven Whisler report?

J. Steven Whisler reported receiving 4,455 CSX common shares as a stock award on February 26, 2026. The award represents exempt payment of director fees and/or annual retainer in stock under the 2019 CSX Stock and Incentive Award Plan.

How many CSX (CSX) shares does J. Steven Whisler hold indirectly after this Form 4?

After the reported award, Whisler indirectly holds 94,975 CSX common shares. These shares are credited under the CSX Corporation Directors Deferred Compensation Plan and are payable after he ceases to be a director or under his deferral election terms.

How many CSX (CSX) shares does J. Steven Whisler hold directly?

Whisler directly holds 126,354 CSX common shares following the reported transactions. This direct total includes 309 shares that were acquired through the reinvestment of dividends since December 15, 2025, the date of his last reportable transaction.

Was the CSX (CSX) stock award to J. Steven Whisler a market purchase?

The 4,455 CSX shares were not a market purchase; they were an exempt stock award. The shares were issued as payment of director fees and/or annual retainer in stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

How are J. Steven Whisler’s indirect CSX (CSX) shares held and paid out?

Whisler’s indirect CSX shares are held by the trustee of the CSX Directors Deferred Compensation Plan. These shares are scheduled to be paid after he ceases to be a director or according to his chosen deferral election under the plan.

Did J. Steven Whisler sell any CSX (CSX) shares in this Form 4 filing?

No share sales were reported in this Form 4. The main reportable activity was an acquisition of 4,455 CSX common shares as an exempt director fee and/or retainer stock award, plus updated holdings that reflect prior dividend reinvestments.