CSX Corporation furnished an update on its operations and financial condition. The company issued a press release and its CSX Quarterly Financial Report covering the quarter ended September 30, 2025, and made both available as exhibits and on its website.
The materials were furnished under Item 2.02 and are not deemed filed under the Exchange Act. Exhibits include the press release (99.1) and the CSX Quarterly Financial Report (99.2).
Stephen F. Angel, President & CEO and a director of CSX Corp (CSX), reported on Form 4 a transaction dated 10/01/2025 under the 2019 CSX Stock and Incentive Award Plan. The filing discloses the acquisition of 636,052 stock options with an exercise price of $35 per share. The options are reported as directly owned following the transaction in the amount of 636,052.
The filing explains these options were awarded pursuant to the 2019 plan and that the options vest on September 28, 2028. An attorney-in-fact signed the Form 4 on behalf of the reporting person on 10/03/2025. The form contains no transaction proceeds or cash consideration other than the stated exercise price and does not disclose any sale of underlying shares.
CSX Corp reported an insider ownership update. A company leader filed a Form 3 initial statement showing beneficial ownership of 3,234 shares of common stock, held directly. The report is tied to an event dated 09/28/2025. The reporting person serves as President & CEO and as a Director. No derivative securities were listed. A Power of Attorney is referenced as Exhibit 24.
Joseph R. Hinrichs, President & CEO of CSX Corporation, reported a targeted disposition of common stock on 09/26/2025 to satisfy a tax obligation tied to equity awards. The Form 4 shows 52,397 shares were disposed at $34.01 per share through withholding. After that transaction, Mr. Hinrichs beneficially owned 304,380 shares in total.
The filing also explains how portions of his holdings were acquired: 5,558 shares292 shares549 shares The sale appears to be a tax-withholding disposition rather than a voluntary open-market sale disclosed as part of compensation settlement.
CSX Corporation disclosed executive termination and compensation provisions in an 8-K, outlining pro-rata equity vesting, cash severance, and benefits tied to termination events. For certain terminations the company will provide pro-rata service vesting of the Sign-On Equity Award and outstanding LTIP awards based on months employed, with performance-based awards earned at the end of the performance period.
The filing describes two lump-sum cash scenarios: one equal to two times the executive's then-current base salary and target annual bonus, plus a pro-rata bonus for days employed that year; and a more extensive package of three times, a pro-rata annual bonus, and up to $40,000 in outplacement services. A press release dated September 29, 2025 is included as an exhibit.
Whisler J. Steven, a director of CSX Corporation (CSX), reported transactions on 09/15/2025. He acquired 1,154 shares of CSX common stock at a price of $32.50 per share as an exempt payment of director fees under the 2019 CSX Stock and Incentive Award Plan. The filing shows 88,182 shares beneficially owned following the reported acquisition, held indirectly through the CSX Directors Deferred Compensation Plan. The report also records a disposition of 126,354 shares. The filing notes 346 shares were added via dividend reinvestment since the prior reportable transaction on June 13, 2025.