Boone Kevin S. 4

What Happened

• Kevin S. Boone, EVP & Chief Financial Officer of CSX Corporation (CSX), was granted 3,113 shares on 2026-01-23 under the 2023–2025 Long‑Term Incentive Plan (award, code A). To satisfy tax withholding on the award, 1,390 shares were withheld/disposed at a reported value of $36.64 per share, equal to $50,930 (code F).

Key Details

• Transaction date: January 23, 2026; Form 4 filed January 27, 2026 (timely filed within required business days).
• Award: 3,113 shares granted at $0.00 acquisition price (typical for restricted stock/RSU awards).
• Tax withholding: 1,390 shares withheld at $36.64/share → $50,930 to cover tax liability.
• Shares owned after transaction: the filing updates prior misreported holdings (footnote F3); exact post-transaction total is not specified in the provided details.
• Notable footnotes:
  • F1: Award made under the 2023–2025 Long‑Term Incentive Plan.
  • F2: Beneficial ownership includes 95 shares acquired via the CSX Employee Stock Purchase Plan (Dec 31, 2025).
  • F3: Reporting corrects earlier misreported share counts on Forms 4 from Feb 2024.
  • F4: Withholding of stock to satisfy tax obligations.
  • F5: Trustee-held equivalent shares reported for the CSX Savings Thrift Plan.

Context

• This is an equity award (not an open‑market purchase or voluntary sale). Withholding shares to cover taxes is a standard administrative action and does not necessarily indicate a change in the insider’s view of the company.
• Codes: A = award/grant; F = shares withheld for tax withholding.