CSX Corporation

10/24/2025 | Press release | Distributed by Public on 10/24/2025 14:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boone Kevin S.
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 & CCO
(Last) (First) (Middle)
500 WATER STREET, 15TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2025
(Street)
JACKSONVILLE, FL 32202
4. If Amendment, Date 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
(City) (State) (Zip)
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 10/22/2025 M 15,969 A $17.59 213,490(1) D
Common Stock 10/22/2025 M 15,084 A $17.94 228,574 D
Common Stock 10/22/2025 S 31,053 D $36.09(2) 197,521 D
Common Stock 1,740 I CSX Corporation 401(k) Plan(3)
Common Stock 1,500 I Spouse's IRA
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Option $17.59(4) 10/22/2025 M 15,969 10/01/2020 10/01/2027 Common Stock 15,969(5) $ 0 0 D
Option $17.94(6) 10/22/2025 M 15,084 02/06/2021 02/06/2028 Common Stock 15,084(7) $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boone Kevin S.
500 WATER STREET
15TH FLOOR
JACKSONVILLE, FL 32202
EVP & CCO

Signatures

/s/ Tammy D. Butler, Attorney-in-Fact 10/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 678 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025.
(2) Weighted average price, as these shares were sold in multiple transactions at prices ranging from $36.09 to $36.10, inclusive. The Reporting Person undertakes to provide to CSX Corporation, any security holder of CSX Corporation, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) 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.
(4) The original exercise price of the option was $52.78. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $17.59.
(5) On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjustment to the number of shares subject to the option from 5,323 shares to 15,969 shares.
(6) The original exercise price of the option was $53.82. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $17.94.
(7) One June 28, 2021, the common stock of CSX Corporation spilt 3-for-1 resulting in an adjustment to the number of shares subject to the option from 5,028 shares to 15,084 shares.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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