Kenney Maryclare T. 4

What Happened

• Maryclare T. Kenney, Senior Vice President & Chief Commercial Officer of CSX, received an award of 355 shares on 2026-01-23 under CSX's long-term incentive plan (acquired at $0.00). To satisfy tax withholding on that award, 158 shares were withheld/disposed at $36.64 each, totaling $5,789.

Key Details

• Transaction dates: Award and withholding both reported for 2026-01-23; Form 4 filed 2026-01-27 (timely).
• Award: 355 shares granted (value reflected as $0.00 acquisition price on Form 4 — this is an awarded grant).
• Withholding (tax payment): 158 shares withheld/disposed at $36.64 per share for $5,789 (footnote indicates withholding of stock to satisfy tax obligation).
• Footnotes of note:
  • Award granted under the 2023–2025 Long-Term Incentive Plan (F1).
  • Award count includes 140 shares acquired under the CSX Employee Stock Purchase Plan on 12/31/2025 (F2).
  • Withholding of shares was used to satisfy tax liability (F3).
  • Withholding was effected by the Trustee of the CSX Savings Thrift Plan; amounts reflect equivalent shares of cash value in the CSX Stock Fund and may fluctuate with NAV (F4).
• Shares owned after the transaction: Not specified in the provided filing excerpt.

Context

• This was an equity award (not an open-market purchase or sale); withholding shares to cover taxes is a common administrative step and is generally routine rather than a directional market signal. The filing reports the grant and the withholding used to satisfy tax obligations.