CSX Corp (CSX) SVP Burns awarded 298 shares, 88 withheld for tax

Rhea-AI Filing Summary

CSX Corp executive Michael S. Burns reported equity transactions in company stock. On January 23, 2026, he received 298 shares of common stock at $0 as an award under the 2023–2025 Long-Term Incentive Plan. On the same date, 88 shares were withheld at $36.64 per share to cover tax obligations, leaving him with 51,920 shares held directly. He also has an additional 1,774 share equivalents held indirectly through the CSX Corporation Savings Thrift Plan’s CSX Stock Fund.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/23/2026		A		298(1)	A	$0	52,008(2)	D
Common Stock	01/23/2026		F		88(3)	D	$36.64	51,920	D
Common Stock								1,774	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

Explanation of Responses:

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

2. Includes 70 shares acquired under the CSX Employee Stock Purchase Plan on December 30, 2025.

3. Withholding of stock to satisfy tax obligation.

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

	Michael S. Burns	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).
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FAQ

What insider transaction did CSX (CSX) report for Michael S. Burns?

CSX reported that SVP, CLO & Corporate Secretary Michael S. Burns received 298 shares of common stock as an equity award. The grant was made under the 2023–2025 Long-Term Incentive Plan and was reported on a Form 4 filing.

How many CSX (CSX) shares were withheld for taxes in this Form 4?

The filing shows 88 shares of CSX common stock were withheld to satisfy a tax obligation at a price of $36.64 per share. This is coded as transaction type F, indicating tax withholding related to an equity award.

How many CSX (CSX) shares does Michael S. Burns own after the reported transactions?

After the transactions, Michael S. Burns directly owns 51,920 shares of CSX common stock. He also has 1,774 equivalent shares held indirectly through the CSX Corporation Savings Thrift Plan in the CSX Stock Fund.

What plan granted the 298 CSX (CSX) shares to Michael S. Burns?

The 298-share award was granted under CSX’s 2023–2025 Long-Term Incentive Plan. The Form 4 notes these shares were awarded as part of that long-term incentive program rather than purchased in the open market.

What does the indirect CSX (CSX) ownership in the 401(k) plan represent?

The Form 4 reports 1,774 equivalent shares held indirectly in the CSX Corporation Savings Thrift Plan. These reflect cash value invested in the CSX Stock Fund, which fluctuates with the fund’s daily net asset value.

Did the CSX (CSX) executive pay cash for the 298-share award?

No cash payment is shown for the 298-share award, which is reported at a $0 price per share. The filing describes it as shares awarded under the company’s 2023–2025 Long-Term Incentive Plan, not a market purchase.