WHISLER J STEVEN 4

What Happened

• J. Steven Whisler, a CSX director, was granted 4,455 shares on February 26, 2026 as an award (Form 4 code A). The shares were recorded at $0.00 per share (exempt director compensation), so no cash was paid in the transaction.

Key Details

• Transaction date and price: 2026-02-26, 4,455 shares at $0.00 per share (total $0 reported).
• Filing date / timeliness: Form 4 filed 2026-03-02; filing appears to be within the standard two-business-day window.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes:
  • F1: Award is an exempt payment of director fees/annual retainer under the 2019 CSX Stock and Incentive Award Plan.
  • F2: The reported total includes 309 shares acquired via dividend reinvestment since the last reportable transaction (Dec 15, 2025).
  • F3: Shares held by a trustee under the CSX Directors Deferred Compensation Plan and are payable after the reporting person leaves the board or per the deferral election.
• Exhibit: Power of Attorney attached as Exhibit 24.

Context

• This was a compensation award (not an open-market purchase or sale). Director stock awards and dividend reinvestment are routine ways companies compensate board members and often reflect standard governance practices rather than a director expressing a buy/sell opinion. The shares are held via a deferred-compensation trustee and payable later, which is common for director deferrals.