UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~January 2922, ~~2025~~2026

CSX CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	1-8022	62-1051971
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

500 Water Street, 15th Floor, Jacksonville, FL 32202

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(904) 359-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

_☐ _ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

_☐ _ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

_☐ _ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

_☐ _ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, $1 Par Value

~~CSX~~

~~NASDAQ Global Select Market~~

CSX

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company _☐_

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ __

Item 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers;~~Condition ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

On ~~October~~January 2922, ~~2025~~2026, CSX Corporation ~~(the~~issued ~~“Company”) announced~~a ~~the~~press ~~appointment~~release ofand ~~Kevin~~its S.CSX ~~Boone~~Quarterly toFinancial ~~the~~Report ~~position~~on offinancial ~~Executive Vice President~~ and ~~Chief~~operating ~~Financial~~results ~~Officer~~for of the ~~Company,~~quarter ~~effective immediately.~~ended ~~Mr.~~December ~~Boone~~31, ~~who~~2025. ~~has~~A ~~most~~copy ~~recently~~of ~~served as~~ the ~~Company’s~~press ~~Executive~~release ~~Vice~~is ~~President~~attached ~~and~~as ~~Chief~~Exhibit ~~Commercial Officer since June 2021, succeeds Sean R~~99.1 ~~Pelkey, who separated from his employment as Executive Vice President~~ and ~~Chief~~a ~~Financial~~copy ~~Officer~~ of the ~~Company, also~~CSX ~~effective~~Quarterly asFinancial ofReport ~~October~~is ~~29,~~attached ~~2025.~~as ~~Upon~~Exhibit ~~his separation from employment~~99.2, ~~subject~~each toof ~~his~~which ~~signing~~is aincorporated ~~customary~~by ~~employment~~reference ~~separation agreement and release form, Mr~~herein. ~~Pelkey~~These ~~will~~documents ~~be eligible to receive compensation and benefits in accordance with the CSX Executive Severance Plan, the terms of which~~ are ~~described~~available inon the Company’'s ~~2025 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 25~~website, ~~2025~~www.csx.com.*

The information ~~required~~contained byin ~~Items~~this ~~401(b)~~Current Report on Form 8-K, ~~(d)~~including Exhibits 99.1 and ~~(e)~~ 99.2 hereto, has been “furnished” and ~~Item~~shall ~~404(a)~~not be deemed “filed” for purposes of ~~Regulation~~Section 18 ~~S-K~~of ~~with~~the ~~respect~~Securities Exchange Act of 1934, as amended, or otherwise subject to ~~Mr.~~liability ~~Boone~~under isthat ~~set~~section. ~~forth~~The information in ~~the~~this ~~Company’s~~Current ~~Annual~~ Report onshall ~~Form~~not ~~10-K~~be ~~for~~incorporated ~~the fiscal~~by ~~year~~reference ~~ended~~into ~~December~~any ~~31,~~filing ~~2024,~~or ~~filed~~other ~~with~~document pursuant to the ~~SEC~~Securities onAct ~~February~~of 271933, ~~2025.~~as ~~There~~amended, ~~will~~except ~~not~~as shall be ~~any~~expressly ~~changes~~set toforth ~~Mr.~~by ~~Boone’s~~specific ~~compensation arrangements~~reference in ~~connection~~such ~~with~~filing ~~his~~or ~~appointment~~document.

Item 79.01. Financial ~~Regulation~~Statements FDand ~~Disclosure.~~Exhibits

On(d) The ~~October~~following ~~29,~~exhibits ~~2025,~~are ~~the~~being ~~Company~~furnished issued a press release announcing the leadership changes reported in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.herewith:

~~In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit~~ 99.1 ~~furnished~~Press ~~herewith,~~Release ~~shall~~dated ~~not~~January ~~be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~22, as2026 ~~amended~~from ~~(the~~CSX “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.Corporation

~~Item 8~~99.~~01.~~2 ~~Other~~CSX ~~Events.~~Quarterly Financial Report

~~Also~~104 onThe ~~October~~cover ~~29,~~page ~~2025,~~from ~~the~~this ~~Company~~Current ~~announced the~~Report ~~promotion~~on ofForm ~~Maryclare T. Kenney~~8-K, ~~age~~formatted ~~48,~~in asInline ~~the Company’s new Senior Vice President and Chief Commercial Officer, effective immediately.~~XBRL

~~Ms.~~* ~~Kenney~~Internet ~~previously~~addresses ~~served~~are asprovided ~~the Company’s Vice President of Sales and Marketing. Since joining the Company in 2011, she has advanced through roles of increasing responsibility. Most recently, Ms. Kenney was responsible~~ for ~~Merchandise~~informational ~~Sales~~purposes ~~and~~only ~~Marketing, TRANSFLO, Automotive~~ and ~~Total~~are ~~Distribution~~not ~~Services,~~intended ~~Inc. (TDSI). Prior~~ to ~~that,~~be ~~she served as Vice President of Intermodal and Automotive~~hyperlinks. Before joining the Company, Ms. Kenney spent four years at PepsiCo serving in a range of sales leadership and strategy positions. She also served in the U.S. Army for seven years as an aviator, attaining the rank of captain. Ms. Kenney earned a Master’s Degree in Business Administration from the Harvard Business School and a Bachelor’s Degree in Government and International Relations from the University of Notre Dame.

~~Item 9.01. Financial Statements and Exhibits~~Signature

~~(d)~~Pursuant ~~The~~to ~~following~~the ~~exhibits~~requirements ~~are~~of ~~being~~the ~~furnished~~Securities ~~herewith:~~and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number	Description
99.1	Press Release, dated October 29, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

CSX CORPORATION

*By: ~~Internet~~/s/ ~~addresses~~ANGELA ~~are provided for informational purposes only and are not intended to be hyperlinks~~C. WILLIAMS

~~Signature~~ Angela C. Williams

~~Pursuant~~ Vice toPresident ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~and

~~CSX~~ Chief ~~CORPORATION~~Accounting Officer

~~By:~~ (Principal ~~/s/~~Accounting ~~Michael S. Burns~~Officer)

~~Michael~~Date: January S.22, ~~Burns~~2026

Senior Vice President,

Chief Legal Officer and

Corporate Secretary

Date: October 29, 2025

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