CSX Corporation

01/10/2025 | Press release | Distributed by Public on 01/10/2025 15:00

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burns Michael S.
2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2025 		3. Issuer Name and Ticker or Trading Symbol
CSX CORP [CSX]
(Last) (First) (Middle)
500 WATER STREET 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP - CLO & Corp Secy
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
JACKSONVILLE, FL 32202 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 38,163(1) D
Common Stock 1,749 I CSX Corporation 401(k) Plan(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option 02/06/2021 02/06/2028 Common Stock 13,107(3) $17.94 D
Option (4) 02/06/2029 Common Stock 11,142(5) $22.7 D
Option (6) 02/18/2030 Common Stock 23,457(7) $26.5 D
Option (8) 02/09/2031 Common Stock 7,329(9) $29.49 D
Option (10) 02/16/2032 Common Stock 7,597(11) $35.17 D
Option (12) 02/15/2033 Common Stock 5,115(13) $31.67 D
Option (14) 02/16/2034 Common Stock 4,494(15) $36.72 D
Option (16) 12/02/2034 Common Stock 48,094(17) $36.34 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burns Michael S.
500 WATER STREET
JACKSONVILLE, FL 32202 		SVP - CLO & Corp Secy

Signatures

/s/ Tammy D. Butler, Attorney-in-Fact 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 2,158 restricted stock units ("RSUs") that vest on February 16, 2025; 1,592 RSUs that vest in three equal annual installments beginning on February 15, 2024; 1,417 RSUs that vest in three equal annual installments beginning on February 16, 2025; 15,135 RSUs that vest in two equal annual installments beginning on December 2, 2026; and 1,097 RSUs that vest in three equal annual installments beginning on February 16, 2025.
(2) By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund.
(3) Options awarded pursuant to the CSX Corporation 2018 - 2020 Long-Term Incentive Plan.
(4) The options vest in three equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.
(5) Options awarded pursuant to the CSX Corporation 2019- 2021 Long-Term Incentive Plan.
(6) The options vest in three equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.
(7) Options awarded pursuant to the CSX Corporation 2020 - 2022 Long-Term Incentive Plan.
(8) The options vest in three equal installments on February 9, 2022, February 9, 2023 and February 9, 2024.
(9) Options awarded pursuant to the CSX Corporation 2021 - 2023 Long-Term Incentive Plan.
(10) The options vest in three equal installments on February 16, 2023, February 16, 2024 and February 16, 2025.
(11) Options awarded pursuant to the CSX Corporation 2022 - 2024 Long-Term Incentive Plan.
(12) The options vest in three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.
(13) Options awarded pursuant to the CSX Corporation 2023 - 2025 Long-Term Incentive Plan.
(14) The options vest in three equal installments on February 16, 2025, February 16, 2026 and February 16, 2027.
(15) Options awarded pursuant to the CSX Corporation 2024-2026 Long-Term Incentive Plan.
(16) The options vest in two equal installments on December 2, 2026 and December 2, 2027.
(17) Long-term incentive award.

Remarks:
Exhibit 24 - Power of Attorney Attached
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.