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SEC Form 3
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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1. Name and Address of Reporting Person*
Kenney Maryclare T.

(Last) (First) (Middle)
500 WATER STREET

(Street)
JACKSONVILLE FL 32202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2025
3. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Commercial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 5,794(1) D
Common Stock 3,360 I CSX Corporation 401(k) Plan(2)
Common Stock 4,154 I Joint Revocable Trust
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: 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 (3) 02/06/2029 Common Stock 10,722(4) $22.7 D
Option (5) 02/18/2030 Common Stock 22,569(6) $26.5 D
Option (7) 02/09/2031 Common Stock 7,080(8) $29.49 D
Option (9) 02/16/2032 Common Stock 5,784(10) $35.17 D
Option (11) 02/15/2033 Common Stock 6,089(12) $31.67 D
Option (13) 02/16/2034 Common Stock 4,315(14) $36.72 D
Option (15) 02/14/2035 Common Stock 5,355(16) $33.37 D
Option 06/02/2028 06/02/2032 Common Stock 38,130(17) $31.24 D
Explanation of Responses:
1. Includes 631 restricted stock units ("RSUs") that vest on February 15, 2026; 906 RSUs that vest in two equal installments on February 16, 2026 and February 16, 2027; and 1,631 RSUs that vest in three equal annual installments beginning on February 14, 2026.
2. By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of case value held in the CSX Stock Fund, which amounts will fluctuate dependent upon the daily net asset value of the fund.
3. The options vest in three substantially equal installments on February 6, 2020, February 6, 2021 and February 6, 2022.
4. Options awarded pursuant to the CSX Corporation 2019 - 2021 Long-Term Incentive Plan.
5. The options vest in three substantially equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.
6. Options awarded pursuant to the CSX Corporation 2020 - 2022 Long-Term Incentive Plan.
7. The options vest in three substantially equal installments on February 9, 2022, February 9, 2023 and February 9, 2024.
8. Options awarded pursuant to the CSX Corporation 2021 - 2023 Long-Term Incentive Plan.
9. The options vest in three substantially equal installments on February 16, 2023, February 16, 2024 and February 16, 2025.
10. Options awarded pursuant to the CSX Corporation 2022 - 2024 Long-Term Incentive Plan.
11. The options vest in three substantially equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.
12. Options awarded pursuant to the CSX Corporation 2023 - 2025 Long-Term Incentive Plan.
13. The options vest in three substantially equal installments on February 16, 2025, February 16, 2026 and February 16, 2027.
14. Options awarded pursuant to the CSX Corporation 2024 - 2026 Long-Term Incentive Plan.
15. The options vest in three substantially equal installments on February 14, 2026, February 14, 2027 and February 14, 2028.
16. Options awarded pursuant to the CSX Corporation 2025 - 2027 Long-Term Incentive Plan.
17. Long-term incentive award.
Remarks:
Exhibit 24 - Power of Attorney Attached
/s/ Tammy D. Butler, Attorney-in-Fact 11/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.