Boone Kevin S. 4

What Happened

• Kevin S. Boone, Executive Vice President & CFO of CSX Corporation (CSX), exercised stock options to acquire a total of 136,708 shares (13,455 shares at an adjusted exercise price of $22.70 and 123,253 shares at an adjusted exercise price of $23.48), paying about $3.20M in exercise cost ($305,429 + $2,893,980). The same 136,708 shares were sold in the open market on June 3, 2026 for a weighted average price of $46.70, generating proceeds of approximately $6,384,264.
• The filing shows the option-to-stock conversion (derivative entries at $0) and the subsequent open-market sale. This activity is effectively an exercise followed by immediate sale (cashless-style transaction).

Key Details

• Transaction date: June 3, 2026; Form 4 filed June 5, 2026 (timely).
• Option exercises: 13,455 shares @ $22.70 ($305,429) and 123,253 shares @ $23.48 ($2,893,980).
• Open-market sale: 136,708 shares; weighted average sale price $46.70 (sale prices ranged $46.66–$46.74 per footnote) for total proceeds ≈ $6,384,264. Footnote F1: reporting person can provide breakdown of shares sold at each price within that range.
• Shares owned after the transactions: not specified in the provided filing summary.
• Relevant footnotes: F3–F6 explain adjusted exercise prices and share counts due to a June 28, 2021 3-for-1 stock split; F2 references holdings via the CSX Savings Thrift Plan trustee.

Context

• For options: Boone exercised vested options and the resulting shares were sold shortly thereafter. This pattern is commonly used to cover exercise costs and tax obligations; it does not by itself indicate a change in insider sentiment.
• The transactions include derivative conversion lines (zero-dollar disposals) that reflect the mechanics of exercising options into common stock prior to the open-market sale.