DEF 14A of CSX Corp, Mar 30, 2026

DEF 14A of CSX Corp

Filed Mar 30, 2026 · FY20250001628280-26-021944

Open on EDGAR

  1. Director Nominees

    Director Nominees As of the date of this Proxy Statement, the Board has no reason to believe that any of the following director nominees will be unable or unwilling to serve. If any of the nominees named below is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not currently anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board. There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company. Information regarding each of the director nominees follows. Descriptions of key skills and qualifications in these biographies are intentionally limited to emphasize only four notable areas of focus for each nominee and thus are not reflective of all the key skills and qualifications possessed by each director nominee. Nominees have acquired these key skills and qualifications, those additional key skills included in the “Board Key Skills and Experiences” section beginning on page 17, and others through direct experience, education, training, and oversight responsibilities. Each of the following director nominees has consented to being named in this Proxy Statement and to serve if elected.

  2. Director Nominees

    | | The Board unanimously recommends a vote FOR the election of the following nominees. |

  3. Director Nominees

    | 21 | 2026 Proxy Statement | |

  4. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uServed as Chairman from 2022 to January 31, 2026 and Chief Executive Officer from 2018 to 2022 of Linde plc, a leading global industrial gases and engineering company. Prior to Praxair, Inc.’s merger with Linde AG, served as Chairman, President, and Chief Executive Officer from 2007 to 2018. Mr. Angel joined Praxair in 2001 as an Executive Vice President, responsible for Praxair’s businesses in North America, Europe, and Asia, and was named President and Chief Operating Officer in 2006. uPrior to joining Praxair, spent 22 years in a variety of management positions with General Electric, working directly with locomotive and rail operations. uServes as Non-Executive Chairman of GE Vernova, which was spun off as a separate public company from General Electric Company, since 2024, where he is also a member of the Nominating and Governance Committee. uPreviously served as a director of GE Aerospace until December 2025, formerly named “General Electric Company,” where he was the Chair of the Management Development & Compensation Committee. OTHER LEADERSHIP EXPERIENCE Mr. Angel has also served as a director of PPG Industries, the Hydrogen Council, and the US-China Business Council, and as co-chair of the US-Brazil CEO Forum. He is a graduate member of The Business Council, where he served on the executive committee. Mr. Angel has received numerous awards and recognition for his leadership throughout his career. In 2020, he was awarded North Carolina State University’s Watauga Medal, the university’s highest non-academic honor, for his decades of service to the institution. In 2019, he was given The American-German Institute’s Leadership Award, which recognized Linde’s commitment to making the world more productive and its contribution to the German-American partnership. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Executive (Chair) uAppointed due to his role as Chief Executive Officer of CSX. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uGE Vernova | | | Business Operations Over 45 years of experience driving operational excellence and growth in his roles at Linde, Praxair, and General Electric. During his tenure, he oversaw the successful integration of Linde and Praxair, which created the world’s largest industrial gases and engineering company. He has a proven record of leading large, public companies, including through significant transformation. | | | | Finance/Capital Allocation Demonstrated generation of strong shareholder returns throughout his executive career, including through his leadership and expertise in maintaining disciplined capital allocation and attractive returns on capital. | | | | Human Capital Management Decades of experience developing and leading high-performing teams and fostering a collaborative culture. | | | | Corporate Governance Substantial expertise through serving as a director at several other public companies, including in board leadership positions such as Chairman of Linde, Non-Executive Chairman of GE Vernova, and Chair of the Management Development & Compensation Committee at GE Aerospace. | |

  5. Director Nominees

    | | 2026 Proxy Statement | 22 |

  6. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uProvides consulting services on railroad regulatory and government affairs matters after more than three decades of public service in the legislative and executive branches of government. Served as an independent peer reviewer for a Congressionally mandated report issued in 2024 by the Transportation Research Board of the National Academy of Sciences. uServed as a member of the Surface Transportation Board (the “STB”), an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, from 2011 through 2021, including in leadership roles as the STB’s Chairman and Acting Chairman, from 2017 to 2021, and as Vice Chairman. Her tenure was marked by her commitment to working with her Board member colleagues and Board staff to improve the agency’s accountability, transparency and timeliness. uServed in various positions in the U.S. Senate from 1992 to 2011, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation, as the U.S. Senate Commerce Committee’s Deputy Staff Director and Transportation Policy Advisor, and as Legislative Director and Acting Chief of Staff for Senator John McCain. OTHER LEADERSHIP EXPERIENCE During her tenure in transportation-specific roles in the U.S. Senate, Ms. Begeman was instrumental in the creation of the STB under the ICC Termination Act, later serving two terms as a member of the STB after Presidential Appointment and Senate confirmation in 2011 and 2016. She was a 2020 Railway Age Women in Rail award recipient in recognition of her work at the STB. Ms. Begeman has also worked in the private sector, serving as a senior benefits specialist in Human Resources for First American Bankshares, Inc. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Finance uOver a decade of service as a member of the STB, including as Chairman and in other leadership roles, which is the federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, and that has jurisdiction over railroad rate, practice, and service issues as well as railroad restructuring transactions. uCapital allocation, strategic financial, and budgeting perspective gained through her roles in the U.S. Senate and as Chairman, Vice Chairman, and a member of the STB. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uNone | | | Government/Regulatory Extensive legislative and regulatory experience developed over her decades of public service in the U.S. Senate and on the STB, an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail. | | | | Transportation Industry/Supply Chain Management Expertise in all aspects of the rail and freight industries, particularly in the regulatory and rule-making environment through her tenure in transportation-specific roles in the U.S. Senate and in leadership roles at the STB, which has jurisdiction over railroad rate, practice, and service issues. | | | | Risk/Crisis Management Relevant experience through the STB’s oversight of rail economic regulations. | | | | Finance/Capital Allocation Served in the U.S. Senate and at the STB, through which she gained capital allocation, strategic financial, and budgeting perspective. | |

  7. Director Nominees

    | 23 | 2026 Proxy Statement | |

  8. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uChief Executive Officer of Bostick Global Strategies, LLC, a management consulting firm specializing in engineering, environmental sustainability, human resources, biotechnology, executive coaching, and program and project management, since 2016. uServed as Chief Operating Officer and President of Intrexon Bioengineering, a division of Intrexon Corporation, a public company, which seeks to advance biologically engineered solutions to improve sustainability and efficiency, from 2016 to 2020. Led a significant restructuring that resulted in Intrexon being renamed as Precigen. uRetired as a U.S. Army Lieutenant General in 2016. uServed as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction. uServed as the U.S. Army’s Director of Human Resources and led the U.S. Army Recruiting Command. OTHER LEADERSHIP EXPERIENCE Lt. Gen. (ret.) Bostick was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the U.S. Army Corps of Engineers Gulf Region Division with over $18 billion in construction. He is an independent director on the board of Perma-Fix, a nuclear services company and leading nuclear and mixed waste management provider. He is as an independent trustee on the Equity and High Income Fund Board of Fidelity Investments, Inc., a privately-owned investment management company. He is an independent director on the board of Allonnia, a biotech company focused on environmental challenges, and on the board of HireVue, which uses artificial intelligence and data analytics to transform how organizations discover, engage, and hire the best talent. He is a Member of the National Academy of Engineering and the National Academy of Construction. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Compensation and Talent Management uHuman capital and talent management expertise through his distinguished career in commanding roles within the U.S. Army, including as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, and his service as the U.S. Army’s Director of Human Resources. Also, demonstrated leadership in the U.S. Army Recruiting Command. uProven commitment to leadership and team building and inclusion through his military service and continued work at Bostick Global Strategies, LLC, as well as civic and community involvement. Governance and Sustainability uNumerous leadership roles in public and private companies and the U.S. military, with experience in evaluating and overseeing leadership and management structures. uLeadership at the U.S. Army Corps of Engineers and several companies focused on sustainability, including addressing environmental challenges. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uPerma-Fix Environmental Services, Inc. | | | Business Operations Served as Chief Operating Officer and President of Intrexon Bioengineering, now known as Precigen. Led the U.S. Army Corps of Engineers, the world’s largest public engineering organization. | | | | Government/Regulatory Long-tenured service and distinguished career in commanding roles with the U.S. military. | | | | Human Capital Management Expertise through his service as the U.S. Army’s Director of Human Resources, leadership in the U.S. Army Recruiting Command, and work at Bostick Global Strategies, LLC. | | | | Sustainability Relevant experience through his leadership and project management oversight at the U.S. Army Corps of Engineers and several companies focused on sustainability and leadership of an ESG subcommittee at Perma-Fix. | |

  9. Director Nominees

    | | 2026 Proxy Statement | 24 |

  10. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uServed as Chief Executive Officer of AT&T Business from 2019 to 2022, where she was responsible for leading a $35 billion global business comprised of 35,000 people that provided communications and networking solutions to businesses across the world, including nearly all Fortune 1000 companies and the public sector across the U.S. uHeld a variety of other executive leadership positions at AT&T across product management, marketing, sales, customer service, and operations, partner ecosystems, and network engineering, including President – National Business, President – Integrator Solutions, and Senior Vice President – Premier Client Group, since 2000. uCurrently serves as Lead Independent Director of Franklin Covey, a company dedicated to organizational transformation. Also serves as an independent director of 3M, a company focused on material science innovation for impact. uSenior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. uFounder of The Rewired CEO, a business services firm, where she has served as Chief Executive Officer since 2022. OTHER LEADERSHIP EXPERIENCE Ms. Chow has been and is currently involved as a board or advisory member in organizations such as the Georgia Tech President's Advisory Board, Dallas Mavericks Advisory Council, Girl Scouts of the USA, New Jersey Chamber of Commerce, the Asian American Justice Center, and APIA Scholars. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Compensation and Talent Management uLong-tenured career in various leadership positions where she played an active role in culture transformation, diversity and inclusion, and cultivating future leaders, gained invaluable experience in human capital and talent management, and for which she has been widely recognized for her role model inclusive leadership. Proven commitment to nonprofit and community involvement. uYears of service on compensation committees of other public company boards, including as the Chair of the Compensation and Talent Committee of 3M. Governance and Sustainability uSignificant corporate governance experience through her service in several board leadership roles at public companies, including as Lead Independent Director and Governance/Nominating Committee Chair at Franklin Covey, as well as Compensation and Talent Committee Chair at 3M. Additional in-depth knowledge through her board and advisory roles with a diverse range of local and national non-profit and community organizations. uExperience with sustainability, stewardship, and public policy issues and activities throughout her career, including most recently through her membership on the Science, Technology & Sustainability Committee at 3M. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uFranklin Covey Co. u3M Company | | | Business Operations Decades of executive leadership positions at AT&T, including as Chief Executive Officer of AT&T Business, where she successfully served customers across nearly all industries while driving business transformation and performance, extensive distribution and global and cross-functional experience in management, and a master’s degree in business administration from Cornell University. | | | | Corporate Governance Experience as a director at other public companies, including in board leadership positions such as Lead Independent Director and Chair of the Nominating Committee at Franklin Covey as well as Chair of the Compensation and Talent Committee at 3M. Substantial local and national nonprofit governance and community advisory experience. | | | | Human Capital Management Extensive talent management experience through her long-tenured career including roles as chief executive officer and president with deep expertise in talent, culture, and inclusion. Currently serves as Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. | | | | Technology/Cybersecurity Proven leadership and expertise as Chief Executive Officer of AT&T Business, where she oversaw the development and deployment of the entire business portfolio suite including fiber, wireless, cloud, 5G, networking, cybersecurity, and managed and professional services including partnership ecosystems. | |

  11. Director Nominees

    | 25 | 2026 Proxy Statement | |

  12. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uChairman of the board of directors of Gilbane, Inc., one of the nation’s largest real estate and construction firms, since 2025, and a director since 2023. uServed as Chairman from 1999 to 2021 and President and Chief Executive Officer from 1999 to 2018, of The Haskell Company, one of the largest design-build and engineering and construction firms in the U.S. uServed as Senior Vice President of M.A. Mortenson, a national construction firm. uServed as a director from 2014 to 2025 of GuideWell Mutual Holding Corporation, a not-for-profit company that is the parent to a family of companies focused on advancing health care, including health insurance group Blue Cross and Blue Shield of Florida, for which Mr. Halverson also served as a director from 2010 to 2025. OTHER LEADERSHIP EXPERIENCE Mr. Halverson has served as the chair of professional and business organizations such as the Construction Industry Roundtable, the Design-Build Institute of America, and the National Center for Construction Education and Research. He has also served as the chair of several civic organizations, including the Florida Council of 100, the Florida Chamber of Commerce, and the Jacksonville Civic Council. He is a certified fellow of the National Association of Corporate Directors and received certification in ESG Governance from Berkley Law School. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Audit uOversight of financial statements, compliance with legal and regulatory requirements, and risk management processes in his decades-long tenure as Chairman, President, and Chief Executive Officer of The Haskell Company and from his broader experience with the national construction industry. uKnowledge of legal, regulatory, and policymaking risks and processes through his years of leadership experience with organizations in highly regulated industries and on multiple civic councils. Also, many years of experience serving on the CSX Audit Committee. Compensation and Talent Management (Chair) uHuman capital management expertise gained through his many years of leadership as President and Chief Executive Officer of The Haskell Company. Proven commitment to civic and community involvement. uExtensive service on compensation committees of public company boards, including over 15 years serving as the Chair of the CSX Compensation and Talent Management Committee. Executive uAppointed due to his role as Chair of the Compensation and Talent Management Committee. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uNone | | | Human Capital Management Expertise through his long-tenured role as chief executive officer and significant service and leadership on compensation committees focused on talent management. | | | | Business Operations Decades of relevant experience through his service as Chairman, President, and Chief Executive Officer of The Haskell Company and executive positions with M.A. Mortenson, during which he gained extensive and unique insight on the national construction industry and, accordingly, the U.S. economy. | | | | Corporate Governance Led as Chairman of The Haskell Company and the chair of various professional, business, and civic organizations. | | | | Government/Regulatory Served on multiple civic councils, appointed boards, and commissions, through which he helped advise on and advocate for federal, state, and local economic policies. | |

  13. Director Nominees

    | | 2026 Proxy Statement | 26 |

  14. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uFounder and Chief Executive Officer of Mantle Ridge LP, an investment firm that actively stewards and assists portfolio companies, since 2016. uServes as Vice Chairman of the board of directors of Dollar Tree. uServed as Vice Chairman of the board of directors of Aramark from 2019 to 2023. uServed as a partner and senior investment professional at Pershing Square Capital Management from 2006 to 2016. uServed as a director of Canadian Pacific Railway Limited from 2012 to 2016. uServed as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. uDecades’ worth of experience serving on or leading governance committees, compensation committees, finance committees, and executive committees of public company boards. OTHER LEADERSHIP EXPERIENCE Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and previously served on the Board of the Grameen Foundation, an umbrella organization that helps micro-lending and micro-franchise institutions empower the world’s poorest through financial inclusion and entrepreneurship. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Executive uAppointed due to his role as Vice Chair of the Board of Directors. Finance uExtensive experience in senior leadership roles of investment and capital management organizations. Expertise with investment policies, capital allocation, financing, and policies and practices related to driving shareholder value. uYears of service on finance committees of public company boards, including of Canadian Pacific Railway Limited and Dollar Tree, in addition to CSX. Governance and Sustainability uCorporate governance experience gained through several board leadership roles at public companies, including service as Chairman of Worldtalk Communications and Vice Chairman of the boards of CSX, Dollar Tree, and Aramark. These include more than a decades’ worth of experience on nominating and governance committees. Also, oversight of governance matters in his role as Founder and Chief Executive Officer of his own investment firm. uExperience with sustainability policies, strategies, and programs and political giving policies and community affairs activities through his roles as a value investor and engaged steward during corporate transformations and his service on the Board of Overseers of Columbia Business School and the Board of the Grameen Foundation. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uAir Products and Chemicals, Inc. uDollar Tree, Inc. | | | Finance/Capital Allocation Extensive experience with leading capital management organizations, including control of his own capital management firm. Proven expertise as a value investor, capital allocator, and engaged director driving shareholder value. | | | | Transportation Industry/Supply Chain Management Railroad industry experience and perspective through his service as a director of Canadian Pacific Railway Limited in addition to his long tenure of service on the Board of CSX. | | | | Corporate Governance Currently serves as Vice Chairman of Dollar Tree and previously served as Vice Chairman of Aramark and Chairman of Worldtalk Communications. Over a decade of experience serving on nominating and governance committees. | | | | Human Capital Management Relevant talent management experience through his role as a chief executive officer, in senior management positions, and as a director. | |

  15. Director Nominees

    | 27 | 2026 Proxy Statement | |

  16. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX’S STRATEGY | | CAREER HIGHLIGHTS uServed as Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from 2008 until his retirement in 2009. uServed as a Senior Advisor with The Carlyle Group, one of the world’s largest and most diversified global investment firms, from 2007 to 2008. uServed as Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firststar Corporation. uServed as Vice Chairman and Chief Financial Officer of Firststar Corporation from 1998 to 2001. uServed as Chief Financial Officer of StarBanc Corporation, a predecessor to Firststar Corporation, from 1993 to 1998. OTHER LEADERSHIP EXPERIENCE Mr. Moffett serves as a trustee on the Board of Columbia Threadneedle Mutual Funds, overseeing approximately 170 funds within the Columbia Funds mutual fund complex. He also serves as a trustee for the University of Oklahoma Foundation and has served as a consultant to Bridgewater and Associates. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Audit (Chair) uDecades of experience in corporate accounting and oversight of financial statements, compliance with legal and regulatory requirements, risk management processes, and internal audit functions through his significant leadership roles in the financial services and banking industry, which is a risk-intensive and highly regulated industry. Also, years of experience on audit committees of public company boards, including as the chair of the audit committee of PayPal. uMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive uAppointed due to his role as Chair of the Audit Committee. Finance uMany years of service in senior leadership roles in the banking industry, including as chief executive officer and chief financial officer. uCapital allocation and strategic financial expertise gained through his direct oversight of financial and asset management for major financial institutions. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uPayPal Holdings, Inc. | | | Accounting/Financial Reporting Extensive expertise in corporate accounting and reporting and overseeing financial statements through decades of leading financial institutions. | | | | Finance/Capital Allocation Served for many years as a chief financial officer in the banking industry, during which he was responsible for financial and asset management. | | | | Risk/Crisis Management Served in senior management roles in the risk-intensive and highly regulated banking industry for more than 30 years and on audit committees of public company boards, including as the chair of the audit committee of PayPal. | | | | Corporate Governance Substantial leadership experience as an executive and vice chair of major financial institutions and as a trustee in connection with Columbia Funds and the University of Oklahoma Foundation. | |

  17. Director Nominees

    | | 2026 Proxy Statement | 28 |

  18. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX’S STRATEGY | | CAREER HIGHLIGHTS uServed as Chair of Global Research at Morgan Stanley from 2011 to 2013, after having served as Global Head of Research since 2008. uServed as Chief Talent Officer at Morgan Stanley from 2006 to 2008. uServed on both the Management and the Operating Committees at Morgan Stanley. uJoined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998. uServes on the executive leadership team of Stanford Women on Boards, whose mission is to cultivate and place exceptional women for board services. uServed on the boards of Stanford Graduate School of Business and Choate Rosemary Hall. OTHER LEADERSHIP EXPERIENCE Ms. Riefler has served on the board of North American Partners in Anesthesia, a private equity-owned national health care company, from 2016 to 2024. She is also the former chair of an educational non-profit, Pencils of Promise, which is committed to literacy in global rural underserved communities. She is one of the executive leaders of Stanford Women on Boards and the co-author of the “Leading-Edge Stewardship” series. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Compensation and Talent Management uHuman capital and talent management expertise acquired through her tenure as Chief Talent Officer for Morgan Stanley. Also, years of experience as the chair of the compensation committee at MSCI. uProven commitment to diversity, pay equity, and inclusion demonstrated through her service on the executive leadership team of Stanford Women on Boards and service on the board of a non-profit committed to underserved communities. Executive uAppointed due to her role as Chair of the Governance and Sustainability Committee. Governance and Sustainability (Chair) uExtensive corporate governance experience and expertise through her service on the executive leadership team of Stanford Women on Boards and various boards, demonstrated through her leadership on considering and adopting good governance practices, including at CSX, and co-authorship of material on board governance. uValuable insights and commitment to sustainability developed through her 20 years of service on the board of MSCI, a global leader in ESG and climate-related research and solutions, and reflected in her engagement in opportunities to stay informed on the changing industry, societal and regulatory landscapes, stakeholder expectations, and ESG issues. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uMSCI, Inc. | | | Corporate Governance Relevant experience and perspective through her service on the executive leadership team of Stanford Women on Boards and various boards, including as the chair of the governance committee and former chair of the compensation committee at MSCI. Expertise and commitment to leadership on corporate governance reflected in her co-authorship of Stanford’s Leading-Edge Stewardship pieces, as well as PWC’s “Effective board leadership: The art of doing it well and the risks of getting it wrong.” Recognized for her “outstanding work by an independent director” at the 2023 Corporate Governance Awards, hosted by Governance Intelligence (formerly Corporate Secretary). | | | | Sustainability Extensive experience through 20 years’ service on the board of MSCI, a global leader in ESG and climate-related research and solutions. | | | | Finance/Capital Allocation In-depth knowledge of company valuation and the global capital markets through her decades of service at Morgan Stanley. Long board tenure with MSCI, a global provider of indices and decision support tools and services. | | | | Human Capital Management Expertise in talent management through her role as Chief Talent Officer at Morgan Stanley. Commitment to diversity, including in board composition, reflected through her service at Stanford Women on Boards. | |

  19. Director Nominees

    | 29 | 2026 Proxy Statement | |

  20. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uPresident of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, since October 2013. uRetired from the U.S. Air Force (the “USAF”) as a Major General in 2013, following a distinguished 31-year career. uServed as Commander of various satellite, space surveillance, and space command and control units from 1996 to 2008. uServed as Commander of the USAF Recruiting Command. uServed as Commander of the USAF’s Cyber Command from 2011 to 2013. uServed as Deputy Commander for the Joint Functional Component Command-Network Warfare. uServed as the USAF Director of Plans and Policy, U.S. Cyber Command. uInducted into the National Academy of Engineering. OTHER LEADERSHIP EXPERIENCE Maj. Gen. (ret.) Vautrinot serves in board leadership positions at other public companies, including as Chair of the Safety, Health and Environment Committee of Ecolab, Chair of the Corporate Governance & Responsibility Committee at Parsons, and former Chair of the Technology Subcommittee of the Risk Committee of Wells Fargo. She also served as a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019. She is currently a member of the NACD Climate Advisory Council. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Audit uExtensive cybersecurity and technology experience and expertise obtained through her distinguished service in the USAF, including as Commander of the USAF’s Cyber Command, and as Deputy Commander for the Joint Functional Component Command-Network Warfare, where she influenced the development and application of critical cybersecurity technology and the oversight, creation, and protection of U.S. cyber assets. Also, over a decade of experience as the president of a cybersecurity strategy and technology consulting firm. uDeep risk and crisis management expertise through her 31-year career in leadership and commanding roles at the USAF, including defending U.S. space and cyber assets globally, and her service on the Risk Committee and as Chair of the Technology Subcommittee of the Wells Fargo board, as well as service on the board of Norton Life Lock (formerly Symantec Corporation). Also, years of experience on audit committees of public company boards. Governance and Sustainability uOversight of governance matters as the President of Kilovolt Consulting, Inc. and through her leadership roles in the U.S. military, which includes experience in evaluating and overseeing leadership and management structures. Also, years of service in multiple board leadership positions at other public companies. uExperience with sustainability policies, strategies, and programs through her roles as Chair of the Safety, Health and Environment Committee of Ecolab and of the Corporate Governance & Responsibility Committee of Parsons and on the Corporate Responsibility Committee of Wells Fargo. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uEcolab Inc. uParsons Corporation uWells Fargo & Company | | | Risk/Crisis Management Extensive relevant experience through her service in the USAF in creating, operating, and protecting U.S. space and cyber assets globally. | | | | Cybersecurity Expertise Proven leadership and expertise as President of Kilovolt Consulting, Inc. and led the USAF’s Cyber Command and the Joint Functional Component Command-Network Warfare. | | | | Business Operations During her 31-year career in leadership and commanding roles at the USAF, oversaw a multi-billion dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. | | | | Human Capital Management Expertise in workforce development and talent management through her years in USAF leadership positions and as Commander of the USAF Recruiting Service. | |

  21. Director Nominees

    | | 2026 Proxy Statement | 30 |

  22. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uServed as Chairman from 2006 to 2016 and President and Chief Executive Officer from 2003 until his retirement in 2015 of AK Steel Holding Corporation, a leading steel production and manufacturing company. uJoined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. uServed in a number of leadership positions at National Steel Corporation. OTHER LEADERSHIP EXPERIENCE In January 2022, Mr. Wainscott was named Chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 company CEOs. He served as Vice Chair of this organization from 2020 through 2021. He also serves on the board of directors of Parker-Hannifin, where he has been a board member since 2009 and has served as Lead Director since 2016. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Audit uSignificant corporate accounting and oversight of financial reporting experience through his years of service as Chief Executive Officer, Chief Financial Officer, and Vice President and Treasurer at AK Steel Holding Corporation. Prior to AK Steel, held various finance roles of increasing responsibility at National Steel Corporation and was a Certified Public Accountant. uMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Finance uOversight of various financial matters, such as capital structure, cash flows, and key financial ratios or metrics, while serving in senior leadership roles, including as a chief executive officer, a chief financial officer, and a vice president and treasurer. uIn-depth knowledge of financings, capital markets, and investment policies through his decades of work and leadership at a global publicly traded company. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uParker-Hannifin Corporation | | | Business Operations Has held leadership roles, such as Chairman, President, and Chief Executive Officer, at AK Steel Holding Corporation for over a decade and various other leadership positions with National Steel Corporation. | | | | Accounting/Financial Reporting In-depth knowledge through his years of service as Chief Executive Officer, Chief Financial Officer, and Vice President and Treasurer at AK Steel Holding Corporation. | | | | Corporate Governance Substantial relevant experience, including through service as Chairman of AK Steel Holding Corporation and Lead Director and Chair of the Corporate Governance and Nominating Committee at Parker-Hannifin. | | | | Transportation Industry/Supply Chain Management Proven expertise and relevant perspective through his work and leadership in the steel industry. | |

  23. Director Nominees

    | 31 | 2026 Proxy Statement | |

  24. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uServed as Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, from 2000 to 2007. uServed in various leadership roles with Phelps Dodge, including as President and Chief Operating Officer, beginning in 1976. uServed as a director of International Paper Company, a leading producer of fiber-based packaging and pulp, from 2007 to 2021. uServed as a director of US Airways Group, Inc., a holding company for several major commercial airlines, from 2005 to 2011. uServed as a director of Burlington Northern Santa Fe (“BNSF”) Railway from 1995 until its acquisition by Berkshire Hathaway in 2010. OTHER LEADERSHIP EXPERIENCE During his tenure as Chief Executive Officer of Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Audit uOversight of financial statements, compliance with legal and regulatory requirements, and risk management processes in his roles as Chief Executive Officer and Chief Operating Officer of Phelps Dodge Corporation. Also, in-depth knowledge of accounting and financial reporting through his status a certified public accountant. uMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive uAppointed due to his role as Chair of the Finance Committee. Finance (Chair) uExperience in various aspects of financial matters, including oversight of capital structure, cash flow, and key financial ratios, through his tenure as a chief executive officer and in other senior leadership roles. uIn-depth knowledge of financings, capital markets, and investment policies through his many years of service as a director at publicly traded companies. Also, several years of experience serving on the CSX Finance Committee, including as the Chair of such committee. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uBrunswick Corporation | | | Accounting/Financial Reporting In-depth knowledge and experience through his service in a financial reporting oversight role as chief executive officer, in combination with his status as a certified public accountant. | | | | Transportation Industry/Supply Chain Management Substantial expertise through his long tenure on the boards of BNSF Railway and US Airways Group, Inc., from which he brings years of railroad and transportation industry knowledge, respectively. | | | | Corporate Governance Extensive experience in leadership roles with Phelps Dodge Corporation, including as Chairman and Chief Executive Officer, and service on the governance committees of public companies, including as Chair of the Nominating and Corporate Governance Committee of Brunswick Corporation. Served as Presiding Director of International Paper Company. | | | | Sustainability Proven commitment through leadership of the “Quest for Zero” program at Phelps Dodge Corporation. | |

  25. Director Nominees

    | | 2026 Proxy Statement | 32 |

  26. Director Nominees

    | KEY SKILLS AND BOARD CONTRIBUTIONS THAT ADVANCE CSX'S STRATEGY | | CAREER HIGHLIGHTS uCurrently serves as Chief Executive Officer of Aramark, a global food, facilities management, and uniform services provider, since 2019. uServed as President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, from 2009 to 2012, where he also served as Executive Chairman. uServed as Chairman and Chief Executive Officer of Allied Waste Industries, from 2005 to 2008, until the merger of Allied Waste with Republic Services, Inc. uDuring his earlier career with Aramark, from 1986 to 2005, served in various senior executive positions, ultimately becoming President of Global Food and Support Service. uServed as a director of Reynolds American, Inc., from 2007 until its acquisition by British American Tobacco in 2017. uServed as a director of Veritiv Corporation, a full-service provider of packaging, publishing and hygiene products and a Fortune 500 company, from 2014 to 2020. uServed as a director of Performance Food Group Company, a leading food distributor and supplier, from 2015 to 2019. OTHER LEADERSHIP EXPERIENCE Mr. Zillmer served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in start-ups, early stage, growth equity buyouts, and acquisitions. He serves on the North American advisory board of CVC Partners. CSX COMMITTEE ASSIGNMENTS AND RATIONALE Compensation and Talent Management uHuman capital management expertise gained through his many years of leadership as a chief executive officer at multiple public and large private companies and oversight of various aspects of large workforces, including labor relations, safety, and talent management. uYears of experience on compensation committees of public company boards. Executive uAppointed due to his role as Chair of the Board. Governance and Sustainability uExtensive corporate governance experience and expertise through his roles as a chairman and chief executive officer and as a director at several public companies. uDemonstrated leadership at companies focused on sustainability and also operational transformation. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS uEcolab Inc. uAramark | | | Business Operations Many years of service as a chief executive officer at multiple public and large private companies, through which he demonstrated proven operating experience and led an operational transformation that has become an industry benchmark. | | | | Corporate Governance Substantial relevant experience in his roles as chairman and chief executive officer and as a director at several companies. | | | | Human Capital Management Proven expertise as a leader of large workforces, and deep experience with labor relations, safety and talent management. | | | | Transportation Industry/Supply Chain Management Extensive leadership experience and perspective in industries with substantial logistics and supply chain components. | |

  27. Director Nominees

    | 33 | 2026 Proxy Statement | |

  28. Corporate Governance | Director Compensation

    Corporate Governance | Director Compensation

  29. Director Compensation

    Director Compensation Our Board of Directors reviews and sets compensation for non-employee directors based on the annual review and recommendation of the Governance and Sustainability Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Governance and Sustainability Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified directors. As part of this annual review and recommendation, Pay Governance, LLC, an independent compensation consultant, presents a benchmarking report on director compensation for the same peer group of companies approved by the Compensation and Talent Management Committee for determining compensation for our executives, as well as for a larger group of S&P 500 companies. After reviewing the information presented by Pay Governance, LLC, as well as other public information on the topic, the Governance and Sustainability Committee evaluates the plan design and compensation levels to ensure that they are consistent with market trends and makes recommendations of any appropriate changes to the Board.

  30. Elements of Director Compensation

    Elements of Director Compensation The following chart shows our director cash and equity compensation for fiscal year 2025. In early 2025, the Governance and Sustainability Committee reviewed our non-employee director compensation levels and recommended adjustments, effective for 2025, to bring such levels in line with market practice among our peers. Non-employee directors also are eligible to receive other compensation and benefits as discussed below. The CEO does not receive compensation for his services as a director.

  31. Elements of Director Compensation

    | Base Compensation | | | | | Annual Cash Retainer | Annual Equity(1) |

  32. Elements of Director Compensation

    | | | | | | Incremental Amount Above Base Compensation for Board Leadership Roles | | | | | | Non-Executive Chair of the Board Equity(2) | Audit Committee Chair Cash Retainer | Governance and Sustainability Committee Chair Cash Retainer | | | | | | | | | Compensation and Talent Management Committee Chair Cash Retainer | Finance Committee Chair Cash Retainer |

  33. Elements of Director Compensation

    (1)Annual grant of fully-vested CSX common stock in the amount of $190,000 granted on February 14, 2025, with the number of shares based on the closing price of CSX common stock on the date of grant. (2)Annual grant of fully-vested CSX common stock in the amount of $250,000 granted on February 14, 2025, with the number of shares based on the closing price of CSX common stock on the date of grant. Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2025, including cash and equity compensation, under the CSX Directors’ Deferred Compensation Plan (the “Directors’ Plan”). Cash deferrals are credited to an unfunded account and invested in various investment choices or deferred as shares of CSX common stock. The investment choices parallel the investment options offered to employees under CSX’s 401(k) plan. Equity deferrals are automatically held as outstanding shares in a trust, with dividends credited in the form of additional shares. In 2025, the Board also formed a special subcommittee of the Board to help facilitate the preparedness of the Board and management, in light of the state of the business and the Company’s performance as well as potential strategic transactions or activities (the “Subcommittee”). This Subcommittee met frequently, sometimes on a weekly basis, and maintained a significant workload, which expanded to include CEO succession planning and ultimately our CEO leadership transition. The Board approved monthly incremental compensation of $5,000 payable to each member of the Subcommittee, with monthly incremental compensation of $10,000 payable to the Chair of the Subcommittee, for the months during which the Subcommittee’s obligations were significant. This incremental compensation is reflected in the “Directors’ Compensation Table” below.

  34. Corporate Governance | Director Compensation

    Corporate Governance | Director Compensation Non-management directors who contribute to the CSX Good Government Fund (“GGF”), the Company’s political action committee (“PAC”), may also participate in the CSX PACMatch Program. Through this program, every dollar contributed to the CSX GGF at $25 and above is matched by the Company and donated to a federally registered charity of choice, up to a maximum annual CSX contribution of $5,000 per non-employee director per year. During 2025, six philanthropic organizations collectively received $30,000 under our PACMatch Program from non-management director contributions.

  35. 2025 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donna M. Alvarado | 47,500 | 190,009 | 64,637 | 302,146 | | Ann D. Begeman | 140,000 | 190,009 | — | 330,009 | | Thomas P. Bostick | 130,000 | 190,009 | 19,700 | 339,709 | | Anne H. Chow | 130,000 | 190,009 | 45,950 | 365,959 | | Steven T. Halverson | 180,000 | 190,009 | 55,000 | 425,009 | | Paul C. Hilal | 155,000 | 190,009 | 50,000 | 395,009 | | David M. Moffett | 180,000 | 190,009 | 50,000 | 420,009 | | Linda H. Riefler | 200,000 | 190,009 | 55,000 | 445,009 | | Suzanne M. Vautrinot | 130,000 | 190,009 | 26,500 | 346,509 | | James L. Wainscott | 130,000 | 190,009 | 55,000 | 375,009 | | J. Steven Whisler | 175,000 | 190,009 | 55,000 | 420,009 | | John J. Zillmer | 155,000 | 440,017 | — | 595,017 |

  36. Pre-Approval Policies and Procedures

    Pre-Approval Policies and Procedures The Audit Committee is responsible for the approval of all services performed by EY. The Chair of the Audit Committee has the authority to approve all engagements that will cost less than $250,000 and, in such cases, will report any pre-approvals to the full Audit Committee for ratification at its next scheduled meeting. All engagements expected to cost $250,000 or more require pre-approval of the full Audit Committee. In addition, it is Company policy that tax and other non-audit services should not equal or exceed base audit fees plus fees for audit-related services. In 2024 and 2025, all services performed by EY were pre-approved.

  37. Pre-Approval Policies and Procedures

    | | 2026 Proxy Statement | 56 |

  38. Pre-Approval Policies and Procedures

    The following Report of the Audit Committee will not be deemed “soliciting material” or “filed” with the SEC, and will not otherwise be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any previous or future filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that the Company incorporates it by specific reference. The primary duties and responsibilities of the Audit Committee include: uOverseeing the Company’s accounting and financial reporting processes and the audits of the financial statements on behalf of the Board of Directors; and uAssisting the Board with oversight of: (i)The integrity of the Company’s financial statements and accounting methodology; (ii)The Company’s internal controls over financial reporting; (iii)The Company’s business and enterprise risk management processes; (iv)The Company’s compliance with legal and regulatory requirements; (v)The independent auditors’ qualifications, independence, and performance; and (vi)The performance of the Company’s internal audit function. Management has the primary responsibility for the preparation, presentation, and integrity of the Company’s financial statements, establishing and maintaining effective internal control over financial reporting and assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited and interim financial statements, which included discussions on the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. During 2025, the Audit Committee was comprised solely of independent directors as defined by applicable NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The members of the Audit Committee in 2025, together with appointment dates and meeting attendance, are set forth below:

  39. Pre-Approval Policies and Procedures

    | Members | Committee Member Since | Attendance at Full Committee Meetings During 2025 | | David M. Moffett, Chair | May 2015 | 10/10 | | Donna M. Alvarado* | August 2006 | 5/5 | | Steven T. Halverson | May 2009 | 10/10 | | Suzanne M. Vautrinot | December 2019 | 10/10 | | James L. Wainscott | May 2025 | 5/5 | | J. Steven Whisler | May 2011 | 10/10 |

  40. Pre-Approval Policies and Procedures

    *Ms. Alvarado retired from the Board, and its committees, in May 2025. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, management, including the Company’s internal audit function, and the Company’s Independent Registered Public Accounting Firm. The Audit Committee discussed with the Company’s internal auditors and Independent Registered Public Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the internal auditors and the Independent Registered Public Accounting Firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting.

  41. Pre-Approval Policies and Procedures

    | 57 | 2026 Proxy Statement | |

  42. Factors Considered in Determining Executive Compensation

    Factors Considered in Determining Executive Compensation The Committee annually evaluates competitive market data for the NEOs, including base salary and short and long-term incentives, with that of similar positions at general industry companies and peer railroads that are part of an established comparator group for executive compensation purposes (the “Comparator Group”). The Committee considers the following factors, among others, in evaluating target compensation levels: uEffectiveness in developing and implementing the Company’s business strategy to support financial and operating performance; uContribution to the Company’s financial and operating results; uIndividual performance, their role, and the NEO’s experience; uLeadership and the executive’s contribution to creating an employee culture that aligns with transformational business goals and reinforces the Company’s guiding principles, values, and behaviors; and uNature, scope, and level of the executive’s responsibilities internally relative to other executives and externally based on the Comparator Group.

  43. Factors Considered in Determining Executive Compensation

    In keeping with past practices, and in consultation with its independent compensation consultant, Pay Governance, LLC, the Committee developed the Comparator Group for 2025, which was comprised of 20 primarily U.S.-based companies and North American railroads, to help shape our executive compensation decisions. The Committee annually assesses and approves the Comparator Group to ensure that it reflects market characteristics comparable to those of the Company, including revenue, assets, net income, market capitalization, number of employees, industry type, and business complexity. In addition, the Committee reviews the degree of overlap with peer companies identified by the proxy advisory firms ISS and Glass Lewis. As a result of its review, the Committee approved the following Comparator Group for 2025 compensation purposes, including the removal of FedEx Corporation, Fortive Corporation, and United Parcel Service, Inc. and the addition of Dover Corporation, J.B. Hunt Transport Service, Inc., and Otis Worldwide Corporation. These new companies were chosen as they better align to CSX’s revenue and market capitalization. CSX’s placement among the Comparator Group in 2025 market capitalization and revenue is provided below. The Committee did not make any changes to the executive compensation Comparator Group for 2026.

  44. Factors Considered in Determining Executive Compensation

    | 2025 COMPARATOR GROUP | | | | Air Products and Chemicals, Inc. (NYSE: APD) Canadian National Railway Company (NYSE: CNI) Canadian Pacific Kansas City Limited (NYSE: CP) Dover Corporation (NYSE: DOV) Eaton Corporation (NYSE: ETN) Ecolab Inc. (NYSE: ECL) Emerson Electric Co. (NYSE: EMR) | Illinois Tool Works Inc. (NYSE: ITW) J.B. Hunt Transport Services, Inc. (NYSE: JBHT) Norfolk Southern Corporation (NYSE: NSC) Otis Worldwide Corporation (NYSE: OTIS) Parker-Hannifin Corporation (NYSE: PH) PPG Industries, Inc. (NYSE: PPG) | Republic Services, Inc. (NYSE: RSG) Schlumberger Limited (NYSE: SLB) The Williams Companies, Inc. (NYSE: WMB) Trane Technologies plc (NYSE: TT) Union Pacific Corporation (NYSE: UNP) Wabtec Corporation (NYSE: WAB) Waste Management, Inc. (NYSE: WM) |

  45. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Pursuant to its charter, the Committee has sole authority to select, retain, and terminate any consultant used to assist the Committee in fulfilling its duties. The Committee has retained independent compensation consultant, Pay Governance, LLC (the “Consultant”), to provide objective analysis and to assist in the evaluation and development of the Company’s executive compensation program. The Consultant reports directly to the Committee Chair and attends all meetings where the Committee evaluates the overall effectiveness of the executive compensation program and analyzes or approves executive compensation. The Consultant is paid on an hourly fee basis, with such hourly rates approved by the Committee annually.

  46. Role of the Independent Compensation Consultant

    | THE CONSULTANT’S ROLE AND RESPONSIBILITIES | | | uAnalyze competitive practices, financial information, total shareholder return, and other performance data in relation to the Company’s executive compensation philosophy and program uReview compensation governance practices, including performing an annual risk assessment related to the Company’s executive compensation program uReview performance targets and assess performance against targets for the Company’s short and long-term incentive plans to determine alignment and ensure they drive appropriate behavior uBenchmark executive and director compensation | uAssess short and long-term incentive plan design in the context of the Company’s business goals, shareholder value creation, employee engagement, and market and governance practices uProvide regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, executive compensation program design, and governance uAssist in the development of the executive compensation comparator group each year uConsult with the Committee Chair to plan and prioritize Committee agenda items |

  47. Role of the Independent Compensation Consultant

    The Committee reviews the performance and independence of the Consultant on an annual basis, at which time it decides whether to renew the Consultant’s annual engagement. Each year, the Committee considers all appropriate information relating to the independence of the Consultant and its professionals involved in the work performed for, and advice provided to, the Committee. In 2025, the Committee determined that: (i) the relationships and work of the Consultant and their professionals did not present any conflict of interest; and (ii) the Consultant and their professionals were independent for the purpose of providing advice to the Committee with respect to matters relating to the compensation of the executives and non-employee directors of the Company.

  48. Role of the Independent Compensation Consultant

    | 67 | 2026 Proxy Statement | |

  49. Compensation Risk Evaluation and Mitigation

    | EXECUTIVE COMPENSATION PROGRAM FEATURES THAT SERVE TO MITIGATE RISK | | | uCompensation is appropriately balanced between: (i) fixed and variable compensation; and (ii) short and long-term incentives uSignificant weighting towards long-term incentive compensation discourages short-term risk taking uLong-term incentive plans utilize performance units, non-qualified stock options, and restricted stock units with overlapping vesting periods for outstanding plan cycles uPerformance measures for short and long-term incentive awards reinforce the Company’s business goals uClawback triggers in short and long-term incentive plans based on a financial restatement or behavioral triggers such as dishonesty, fraud, theft, or misconduct, beyond those required under SEC and NASDAQ rules | uFinancial performance measures have a strong correlation to long-term shareholder value creation uMultiple financial performance measures in the short and long-term incentive plans provide a balanced approach and limit specific focus and behaviors to enhance results related to a single metric uShort and long-term incentive awards include maximum payout caps uInternal controls over the measurement and calculation of performance measures protect data integrity uShare ownership guidelines reinforce alignment of executive and shareholder interests |

  50. Elements of the Company’s 2025 Executive Compensation Program

    | Pay Element | Form | Performance | Objective | | Salary | Cash | Based on assessment of each NEO’s scope of responsibilities, individual performance, experience and contribution, and market data | Recruit, motivate, and retain talented, high-performing executives | | Incentive Compensation | | | | | Short-Term Incentives | Cash | The Company’s performance measures for the 2025 Management Incentive Compensation Plan (“MICP”) and weightings at target are: uOperating Income (30%) uOperating Margin (30%) uInitiative-based Revenue Growth (10%) uSafety (10%) – Personal Injury (5%) and Train Accident Rates (5%) uFuel Efficiency (10%) uTrip Plan Compliance (10%) Under the MICP, there is an individual performance modifier, which gives discretion to reward extraordinary or penalize poor performance. For the CEO and executive leadership team, the MICP provides up to a 1.5x modifier, with a maximum total payout of up to 250% of the NEO’s Target Incentive Opportunity. | Motivate and reward executives and eligible employees for driving Company performance within a one-year period | | Annual Long-Term Incentives | uPerformance Units (60%) uNon-qualified Stock Options (20%) uRestricted Stock Units (20%) | The performance measures and weightings for the Performance Units issued as part of the 2025–2027 Long-Term Incentive Plan (“LTIP”) are: uAverage Annual Operating Income Growth Rate (50%) uEconomic Profit (50%) Performance Units are subject to a Relative Total Shareholder Return modifier of +/- 20% up to a 240% maximum payout if performance is ranked 1st or 5th in the Class I Railroads peer group, with no impact to the payout if performance ranks 2nd, 3rd, or 4th in the peer group Non-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grant Restricted Stock Units vest ratably over three years | Motivate and reward executives to drive strategic initiatives that create long-term shareholder value |

  51. Elements of the Company’s 2025 Executive Compensation Program

    | 2025 Incentive Plan Award | Performance Metric | Metric Weight | How Metric Supports Sustainable Growth | | 2025 Short-Term Incentive Plan (MICP) | Operating Income | | uUsed to gauge the general health of the Company uAligns with the Company’s objective of profitable growth | | | Operating Margin | | uKey indicator of the Company’s efficiency uEncourages the Company to deliver results that grow the business while optimizing assets | | | Initiative-based Revenue Growth | | uMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customers uDirectly supports profitable growth by driving operating income | | | Safety | | uReinforces the critical importance of ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operate uConsists of FRA Personal Injury Rate (5%) and FRA Train Accident Rate (5%) | | | Trip Plan Compliance | | uEnsures the Company successfully executes the service plan for customers’ shipments based on our commitments uFocuses on reliable and accurate service for customers | | | Fuel Efficiency | | uIndicates the Company’s fuel productivity over the distance traveled uSupports environmental stewardship by reducing carbon emissions | | 2025-2027 Long-Term Incentive Plan (LTIP) | Average Annual Operating Income Growth Rate | | uMeasures the average increase in operating income for the three-year LTIP cycle uAligns with the Company’s objective of profitable growth | | | Economic Profit | | uMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilization uEncourages investments in growth projects that earn more than an expected rate of return | | | Relative Total Shareholder Return | Modifier of +/- 20% up to 240% maximum payout with no impact to the payout if rTSR ranking is 2nd, 3rd, or 4th in the peer group | uDesigned to appropriately align NEO payouts with share price performance relative to the Class I Railroads |

  52. 2025 Target Compensation Mix for the CEO and Other NEOs

    2025 Target Compensation Mix for the CEO and Other NEOs The Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that are linked to CSX’s financial and operating results. In addition, the Committee strives to provide an appropriate balance between short and long-term incentive compensation. The mix between fixed and variable, or at-risk compensation, and short and long-term incentive compensation is designed to align the NEOs’ financial incentives with shareholder interests. The target compensation mix for each of the current NEOs is shown below. In 2025, the percentage of Mr. Angel’s total target compensation that was variable and at-risk was 96% and the average for the other NEOs employed at year-end was approximately 70%. The percentage of variable or at-risk compensation is calculated as the sum of the target amount of short-term incentives, performance units granted, and stock options granted divided by the total target compensation. Mr. Angel’s 2025 variable total target compensation of 96% is based on his prorated compensation from September 2025 through December 31, 2025, and includes the grant of performance units and nonqualified stock options he received upon starting his employment in September 2025. In 2026, Mr. Angel’s variable total target compensation is 76%.

  53. 2025 Target Compensation Mix for the CEO and Other NEOs

    | | Salary | | Cash-based Short-term Incentives | | Performance Units | | Non-qualified Stock Options | | Restricted Stock Units |

  54. 2025 Compensation Decisions

    2025 Compensation Decisions CSX provides competitive total compensation opportunities in line with Comparator Group companies with a focus on pay-for-performance and shareholder value creation. All compensation decisions for the CEO are made by the independent members of the Board, and all compensation decisions for the other NEOs are made by the Committee in consultation with the CEO. This rigorous review process is designed to ensure that executive compensation reflects considerations based on market practice, internal equity, and the business needs of CSX. In September 2025, the Board appointed Mr. Angel to succeed Mr. Hinrichs as President and CEO based on his strong, proven skill set, expertise, and background that will help us deliver our next phase of growth at CSX and aligns with the Company’s guiding principles and the creation of long-term value for our shareholders. Given his extraordinary qualifications and experience, the Committee provided Mr. Angel with a competitive compensation package that is intended to strike the appropriate balance of fairly compensating Mr. Angel relative to peers and other S&P 500 CEOs, while aligning with shareholder interests. Mr. Angel’s compensation package included: (i)a base salary of $1,500,000; (ii)an annual target bonus opportunity under the MICP of 175% of base salary, with his 2025 opportunity pro-rated based on his start date in September 2025; (iii)a sign-on long-term incentive award with a grant date target value of $10,000,000, comprised of 50% performance units under the 2025-2027 LTIP and 50% stock options that will cliff vest on the third anniversary of his start date and have a seven year term. This award was made to ensure that Mr. Angel’s compensation is aligned to the current executive team, incent him to re-enter the workforce, and engage and retain him, in light of his extraordinary qualifications and experience; (iv)personal usage of corporate aircraft up to $200,000 per year; (v)corporate housing in Jacksonville, Florida; and (vi) one-time reimbursement for up to $100,000 in non-refundable expenses incurred by Mr. Angel for personal trips cancelled in 2025 due to his appointment as the President and CEO of CSX. ln addition, in February 2025, the Committee reviewed the compensation levels for Messrs. Boone, Cory, and Fortune and Ms. Sorfleet, and approved a 3% base salary increase for Mr. Boone from $725,000 to $750,000, a 5% base salary increase for Mr. Cory from $725,000 to $760,000, a 3% base salary increase for Mr. Fortune from $650,000 to $670,000, and a 4% base salary increase for Ms. Sorfleet from $570,000 to $590,000. These increases were effective February 1, 2025 and were made based on the Committee’s review and consideration of each NEO’s positioning within the Comparator Group, performance, and achievement of their 2024 goals. Prior to their departures from the Company, the Board approved a target long-term incentive opportunity increase from $11,400,000 to $12,500,000 (10% increase) for Mr. Hinrichs, and a base salary increase of 5% to $735,000 and a target long-term incentive opportunity increase of 18% to $2,750,000 for Mr. Pelkey. Vesting of all outstanding long-term incentive awards for Messrs. Hinrichs and Pelkey was prorated upon their departure from the Company based on their actual time worked through each LTIP cycle. No increases in target annual bonus opportunities were approved for any NEOs in 2025. To better demonstrate and provide support for our 2025 compensation decisions, the scorecards below include biographical information, career highlights, and 2025 accomplishments for each NEO employed with the Company as of December 31, 2025, along with an overview of 2025 compensation for each NEO. Unlike the charts above, which show the target compensation mix for each of these NEOs, the compensation charts below include 2025 base salary earnings, 2025 MICP payouts based on Company performance, and the grant date fair value of long-term incentives (“LTIs”) granted in 2025, consistent with the amounts shown in the Summary Compensation table. The percentage of LTIs that is performance based is calculated by the amount of performance units granted divided by the total LTI awards granted.

  55. Base Salary

    Base Salary The Committee determines a base salary for the CEO and each NEO annually based on its assessment of the individual’s scope of responsibilities, performance, and experience. The Committee also considers salary data for similar positions within the Comparator Group. After considering this information, the Committee made adjustments for certain NEOs. Base salary may represent a larger or smaller percentage of total compensation actually paid, depending on whether actual Company and individual performance under the short and long-term incentive plans fall short of or exceed the applicable performance targets. In February 2025, the Committee reviewed the annual compensation of the Company’s NEOs and approved changes to base salaries that reflected the consideration of market data, individual performance, overall responsibilities, internal equity, and functional experience. A 3% base salary increase was approved for Mr. Boone from $725,000 to $750,000, a 5% base salary increase was approved for Mr. Cory from $725,000 to $760,000, a 3% base salary increase was approved for Mr. Fortune from $650,000 to $670,000, and a 4% base salary increase was approved for Ms. Sorfleet from $570,000 to $590,000. These increases were effective February 1, 2025, and were made based on the Committee’s review and consideration of each NEO’s positioning within the Comparator Group, performance, and achievement of their 2025 goals. No increases in target annual bonus opportunities were approved for 2025.

  56. Base Salary

    | NEO | 2025 Annual Base Salary | Changes from 2024 | Reasons for Changes | | Stephen F. Angel | $1,500,000 | — | Not applicable | | Kevin S. Boone | $750,000 | 3.4% | Due to performance, achievement of 2024 goals, and positioning within the Comparator Group | | Michael A. Cory | $760,000 | 4.8% | | | Stephen Fortune | $670,000 | 3.1% | | | Diana B. Sorfleet | $590,000 | 3.5% | | | Joseph R. Hinrichs* | $1,500,000 | — | No change from 2024 | | Sean R. Pelkey* | $735,000 | 5.0% | Due to performance, achievement of 2024 goals, and positioning within the Comparator Group |

  57. Base Salary

    * Mr. Hinrichs involuntarily separated from employment as President and Chief Executive Officer in September 2025 under circumstances that made him eligible for severance benefits under his employment letter with the Company, dated September 26, 2022. Mr. Pelkey involuntarily separated from employment in October 2025 under circumstances that made him eligible for severance benefits provided under the Company’s executive severance plan. See section “Post-Employment Compensation – Termination Without Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change in Control)” below for more information. The actual base salary paid in 2025 for Messrs. Hinrichs and Pelkey was $1,113,636 and $604,257, respectively.

  58. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  59. Goal Setting Process for the 2025 MICP

    * Mr. Hinrichs involuntarily separated from employment as President and Chief Executive Officer in September 2025 under circumstances that made him eligible for severance benefits under his employment letter with the Company, dated September 26, 2022. Mr. Pelkey involuntarily separated from employment in October 2025 under circumstances that made him eligible for severance benefits provided under the Company’s executive severance plan. See section “Post-Employment Compensation – Termination Without Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change in Control)” below for more information. The actual 2025 MICP payouts for both Messrs. Hinrichs and Pelkey were prorated to reflect their partial years of service and based on actual performance through the end of 2025. The 2025 MICP was structured to reward executives and eligible employees for driving Company performance over a one-year period. Each NEO was provided a Target Incentive Opportunity based on the goals established by the Committee expressed as a percentage of base salary earned during the year and positioning of similar roles in the Comparator Group as set forth in the table above. The Target Incentive Opportunity levels for Messrs. Boone, Cory, and Fortune and Ms. Sorfleet remained the same as in 2024. Mr. Angel’s Target Incentive Opportunity of 175% was included in his new hire compensation package and was driven by the positioning of similar roles in the Comparator Group.

  60. 2025 MICP Performance Measures

    2025 MICP Performance Measures In February 2025, the Committee approved the performance measures for the 2025 MICP, which included financial performance measures, and safety, operational, customer service, and environmental measures, all of which support our business strategy. The financial measures account for 70% of the MICP’s overall weighting and the safety, operational, customer service, and environmental measures account for 30%. These measures are critical drivers of CSX’s business success. The Committee approved weightings for each of the performance measures as set forth below. To determine the achievement under the MICP, the Committee assesses the Company’s performance against each of the goals for the year based on the financial statement results for such year. These Company performance measures can result in an achievement level between 0% and 200% of the NEO’s Target Incentive Opportunity. The MICP also contemplates that the Committee may make a discretionary adjustment upward or downward to an executive’s calculated bonus award based on a determination of individual performance or to reflect any recoupment obligations under the Company’s Clawback Policy. No individual performance adjustments were applied to 2025 payouts for any NEO. Upward payout adjustments for each of the NEOs are permitted under the plan and are capped at 150% of the Company’s MICP payout, with a maximum total payout under the MICP of 250% of the NEO’s Target Incentive Opportunity. If the Committee believes that any instance of individual performance adjustment is merited—upward or downward—fulsome and specific disclosure of how compensation decisions are tied to goals and performance will be provided. The Committee has determined that the circumstances under which individual performance adjustment(s) might be appropriate should be exceptional. To build on that commitment, the Committee has enhanced the rigor around the review process—through which the Committee determines payout adjustments—to ensure that such process evaluates truly exceptional achievement against pre-established performance goals set at the beginning of the year, as well as other outstanding accomplishments that impact shareholder value creation, our customers, and employee culture.

  61. 2025 MICP Performance Measures

    | | 2026 Proxy Statement | 78 |

  62. 2025 MICP Targets and Payout Percentages

    2025 MICP Targets and Payout Percentages The Committee approved annual targets for the 2025 MICP which included an operating income target that was set $153 million below the adjusted achievement level from 2024. The target reflected economic-plus volume growth on stable resource levels, but also approximately $350 million of year-over-year headwinds which were anticipated on the Company’s fourth quarter 2024 earnings conference call. These headwinds, which included weaker export coal pricing and disruption costs from major network construction projects, were evident in 2025 results, along with a weaker than expected industrial economy that contributed to the Company falling short of its 2025 revenue goals. The specific threshold, target, and maximum achievement levels and applicable weighting for each performance measure are set forth in the table below. The Committee believes that the measures for the MICP were directly aligned with the Company’s strategic short-term goals, are directly impacted by executive leadership actions, supported our long-term strategy, helped deliver shareholder value, and ensured retention of critical talent. The following table demonstrates the Company’s 2025 achievements against each target and the overall resulted achievement level.

  63. 2025 MICP Targets and Payout Percentages

    | 2025 MICP Performance Measures(1) | Threshold(1) (50% payout) | Target (100% payout) | Maximum (200% payout) | Individual Measure Payouts | Total Achievement Level (% of Target) | | Financial Goals – 70% weighting | | | | | 76%(6) | | Operating Income(2) (30% weighting) | | | | 0% | | | Operating Margin(2), (3) (30% weighting) | | | | 0% | | | Initiative-based Revenue Growth(4) (10% weighting) | | | | 20% | | | Operational Goals(5) – 30% weighting | | | | | | | FRA Personal Injury Rate (5% weighting) | | | | 10% | | | FRA Train Accident Rate (5% weighting) | | | | 10% | | | Trip Plan Compliance (10% weighting) | | | | 17% | | | Fuel Efficiency (10% weighting) | | | | 19% | |

  64. 2025 MICP Targets and Payout Percentages

    (1)Performance measure payouts are determined independently and each measure could result in a threshold payout range from 0% to 50% as shown, where applicable, in the table. (2)The reflected actual operating income and operating margin performance exclude a $164 million non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, but this exclusion did not result in any adjustment to the actual payout amounts. (3)Similar to prior plan years, the 2025 MICP allowed a formulaic adjustment to the operating margin performance goal by a predetermined amount if the average cost of highway diesel fuel was outside the range of $3.35 to $3.85 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating margin. Because the 2025 average price per gallon was $3.66 for highway diesel fuel, which was within the range, there was no adjustment to the operating margin goals. (4)Initiative-based Revenue Growth is a non-GAAP measure calculated by the amount of newly generated line-haul revenue associated with specific customer initiatives in the year. Line-haul revenue is the revenue generated from moving traffic, excluding fuel surcharge, before any costs or expenses are deducted. (5)Certain actual safety and operations performance can continue to settle over time. The Company’s 2025 achievements demonstrated in this table reflect actual performance as of the Company’s fourth quarter earnings release. (6)No individual performance adjustments were applied to 2025 payouts for any NEO.

  65. 2025 MICP Targets and Payout Percentages

    | 79 | 2026 Proxy Statement | |

  66. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company’s long-term incentive compensation program is intended to: uEngage and reward NEOs for results that will maximize shareholder value; uReinforce a pay-for-performance culture with a significant portion of total compensation at-risk; and uAlign NEO interests with those of shareholders, with a focus on generating sustainable performance over a multi-year period. These goals are accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 2019 Stock and Incentive Award Plan (the “Stock Plan”). The Stock Plan allows for different types of equity-based awards and provides flexibility in compensation designed to attract, retain, and engage high-performing executives. The Committee determines the mix of equity vehicles annually to ensure alignment with market practice, motivate appropriate long-term, results-driven behaviors, align Company and NEO performance with shareholder interests, and drive value creation.

  67. Long-Term Incentive Compensation

    | | 2026 Proxy Statement | 80 |

  68. Elements of Long-Term Incentive Compensation

    Elements of Long-Term Incentive Compensation A significant portion of the NEOs’ target compensation is comprised of the LTIP awards. Each year, the Committee, as part of its review process, determines a market competitive long-term incentive target grant value for each NEO, which is then converted into the corresponding value of equity-based awards. For 2025, the LTIP grants for the NEOs were comprised of performance units (60% weighting), non-qualified stock options (20% weighting), and restricted stock units (20% weighting), which were designed to drive long-term value and growth through the achievement of Company performance goals and increased stock price. The grants associated with each three-year cycle are reviewed and approved by the Committee each year for the NEOs and other eligible participants, and by the Board for the CEO. These grants are made and the performance targets are set following the annual Board review of the Company’s business plan for the applicable upcoming three-year period. Since the three-year performance cycles run concurrently, the Company may have up to three active LTIP cycles during a given year. For example, the 2023-2025 performance cycle closed on December 31, 2025, and was paid out in January 2026. The 2024-2026, 2025-2027, and 2026-2028 cycles remain in progress, which helps ensure that our employees remain focused on sustainable long-term performance.

  69. Elements of Long-Term Incentive Compensation

    | Performance Units | | | Description | Features | | uPerformance units are granted at the beginning of the applicable performance cycle, as described below. uAwards are paid in the form of CSX common stock at the end of the performance period based on the level of achievement on Company performance goals. uParticipants also receive dividend equivalents at the end of the performance period, paid in the form of CSX common stock, assuming performance goals are met. | uPerformance units (and related dividend equivalents) are generally subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement, or other limited circumstances, as approved by the Committee or full Board for the CEO. uFor the 2023-2025, 2024-2026, 2025-2027, and 2026-2028 LTIP cycles, upon retirement, all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. For NEOs other than the CEO, retirement is defined as (i) age 65, (ii) age 60 plus five years of service, or (iii) age 55 plus 12 years of service, and to receive full vesting, the NEO must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. For Mr. Angel, retirement is defined as reaching age 60 with three years of continued service and he must provide at least 180 days’ notice of retirement. uUpon death or disability, for all LTIP cycles, participants or their estates earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. uPerformance unit payouts for each LTIP cycle, if any, do not occur until approved by the Committee in January of the year following the conclusion of the three-year performance cycle. These payouts can vary from the target grants in terms of: (i) the number of shares paid out due to financial performance; and (ii) the market value of CSX common stock at the time of payout. uBased on actual performance, as discussed below, the performance unit payouts for the NEOs can range from 0% to 250% of the target levels for the 2023-2025 and 2024-2026 cycles, 0% to 240% of the target levels for the 2025-2027 cycle, and 0% to 200% for the 2026-2028 cycle, and can be of lesser or greater value than the original grant value based on the level of achievement on the performance goals and the price of CSX common stock. The Committee has authority under the Stock Plan to increase or reduce the amount of a settlement under performance units. |

  70. Elements of Long-Term Incentive Compensation

    | 81 | 2026 Proxy Statement | |

  71. Elements of Long-Term Incentive Compensation

    | Non-qualified Stock Options | | | Description | Features | | uNon-qualified stock options vest ratably over three years and require stock price appreciation to provide any value to the NEOs. uAs a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Non-qualified stock options generally provide participants with the right to buy CSX stock at a pre-set price for a period of 10 years. uThe exercise price of the non-qualified stock options is established as the closing stock price on the date of grant. The Stock Plan prohibits the repricing of outstanding non-qualified stock options without the approval of shareholders. | uFor outstanding LTIP cycles, non-qualified stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement, or other limited circumstances, as approved by the Committee. uFor the 2023-2025, 2024-2026, 2025-2027, and 2026-2028 LTIP cycles, upon retirement, all outstanding non-qualified stock options will remain outstanding and eligible to vest through the end of the applicable LTIP cycle. For NEOs other than the CEO, retirement is defined as (i) age 65, (ii) age 60 plus five years of service, or (iii) age 55 plus 12 years of service, and to receive full vesting, the NEO must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. For Mr. Angel, retirement is defined as reaching age 60 with three years of continued service and he must provide at least 180 days’ notice of retirement. uUpon death or disability, for all LTIP cycles, participants or their estates receive all options per the original vesting schedule as if there was no death or disability. | | Restricted Stock Units | | | uRestricted stock units are time-based awards that vest ratably over the three year period from the grant date. uAwards are paid in the form of CSX common stock at the end of the restricted period. Participants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock. | uRestricted stock units are generally subject to forfeiture if a participant’s employment terminates before the end of the restricted period for any reason other than death, disability, retirement, or other limited circumstances, as approved by the Committee. uFor the 2023-2025, 2024-2026, 2025-2027, and 2026-2028 LTIP cycles, upon retirement, all outstanding restricted stock units will remain outstanding and eligible to vest through the end of the applicable LTIP cycle. For NEOs other than the CEO, retirement is defined as (i) age 65, (ii) age 60 plus five years of service, or (iii) age 55 plus 12 years of service, and to receive full vesting, the NEO must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. For Mr. Angel, retirement is defined as reaching age 60 with three years of continued service and he must provide at least 180 days’ notice of retirement. uUpon death or disability, for all LTIP cycles, participants or their estates receive all restricted stock units per the original vesting schedule as if there was no death or disability. |

  72. Elements of Long-Term Incentive Compensation

    Further information regarding the LTIP grants made to our NEOs in 2025 can be found under the “2025 Grants of Plan-Based Awards Table.”

  73. Elements of Long-Term Incentive Compensation

    | | 2026 Proxy Statement | 82 |

  74. Performance Measures and Financial Goals for the 2023-2025 LTIP

    Performance Measures and Financial Goals for the 2023-2025 LTIP For performance units granted under the 2023-2025 LTIP cycle, average annual operating income growth rate and Economic Profit were selected to measure the Company’s performance. Average annual operating income growth rate measures the average percent increase in operating income over the three-year period and was chosen as a measure to align with the Company’s objective of profitable growth while also providing the ability to recover in the event of a prolonged economic downturn. Economic Profit was chosen as it is a cash-flow based measure that provides a well-balanced emphasis on growth and return, and has a high correlation to share price appreciation. Average annual operating income growth rate and Economic Profit were each weighted 50% of the total payout opportunity and were measured independently of the other.

  75. Performance Measures and Financial Goals for the 2023-2025 LTIP

    | Average Annual Operating Income Growth Rate | = | Straight Average of Year-over-Year Change in (Operating Revenues – Operating Expenses) | | | Economic Profit(1) | = | Gross Cash Earnings – Capital Charge | |

  76. Performance Measures and Financial Goals for the 2023-2025 LTIP

    | Gross Cash Earnings | Minus | Capital Charge | = | Economic Profit | | = Operating Income + Depreciation + Other - Taxes | | + Operating Assets - Operating Liabilities | | Gross Cash Earnings - Capital Charge on GOA | | | | = Gross Operating Assets (“GOA”)(2) x Required Return | | = Economic Profit | | = Gross Cash Earnings | | | | | | | | = Capital Charge on GOA | | |

  77. Performance Measures and Financial Goals for the 2023-2025 LTIP

    (1)Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. (2)GOA represents a quarterly average of reported balance sheet figures. The threshold, target, and maximum achievement levels for the average annual operating income growth rate measure were 25%, 50%, and 100% of the performance units subject to the award, respectively, while the threshold to maximum levels for the Economic Profit measure ranged from 0% to 100% of the performance units subject to the award. Both measures combined generate a total maximum possible payout of 200% of the performance units for the 2023-2025 LTIP. The 2023-2025 LTIP measured average annual operating income growth rate and Economic Profit over a 12-quarter period from January 2023 through December 2025. In addition to average annual operating income growth rate and Economic Profit, the performance units for the 2023-2025 LTIP cycle for the CEO and other NEOs had a formulaic linear upward or downward rTSR modifier of up to 25% (subject to the 250% overall cap) based on CSX’s stock price performance compared to the peer group (S&P 500 Industrials Index) for the period from January 2023 through December 2025. The LTIP targets for the performance units granted under the 2023-2025 LTIP were set in February 2023, based on the three-year business plan at the time of its adoption. To determine achievement under the LTIP, the Committee first assesses the Company's performance against each of the goals for the performance period, including the rTSR modifier. In assessing the Company’s performance against each of the goals for the year, the Committee also reviews and evaluates, pursuant to its authority under the Stock Plan, whether any adjustments to the performance measures should be made by excluding certain special items—which may have a positive or negative impact on the performance outcomes—from consideration in calculating LTIP achievement.

  78. Performance Measures and Financial Goals for the 2023-2025 LTIP

    | 83 | 2026 Proxy Statement | |

  79. Targets and Payout for the 2023-2025 LTIP Performance Units

    Targets and Payout for the 2023-2025 LTIP Performance Units Based on the performance measures of an average annual operating income growth rate of -7.6% and Economic Profit of $313M, $236M, and $720M for 2023, 2024, and 2025, respectively, the achievement for the performance units, which comprised 60% of the 2023-2025 LTIP, was 6% of the target. However, the modifier of the Company’s rTSR performance against the peer group was below median for the cycle, resulting in achievement of 79% or a downward modifier of 21% against Company performance, such that the total achievement was 5% for each of the NEOs. * Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects.

  80. Targets and Payout for the 2023-2025 LTIP Performance Units

    | 2023-2025 LTIP Performance Measures | Threshold (0% payout) | Target (50% payout) | Maximum (100% payout) | Individual Measure Payouts | Total Achievement Level (% of Target) | | Average Annual Operating Income Growth Rate(1) (50% weighting) | | | | 0% | 5% | | Economic Profit(1) (50% weighting) | Based on prior year’s Economic Profit with the payout percent averaged over three years; Recommended performance range of 5.3% of GCE for each year ($335M for 2023) | | | 6% | | | Relative Total Shareholder Return (Modifier) | | | | 0.79x | |

  81. Targets and Payout for the 2023-2025 LTIP Performance Units

    (1)The reflected actual average annual operating income growth rate excludes non-cash goodwill impairment charges of $108 million in 2024 and $164 million in 2025 related to the Company’s Quality Carriers investment, but this exclusion did not result in any adjustment to the actual payout amounts. (2)Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects.

  82. Targets and Payout for the 2023-2025 LTIP Performance Units

    | | 2026 Proxy Statement | 84 |

  83. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    Performance Measures and Equity Award Mix for the Outstanding LTIPs Performance Measures. In determining the performance measures for the performance units for each LTIP cycle, the Committee: (i) considers information on various growth and return-based measures; and (ii) actively monitors the effectiveness of existing measures in driving the Company’s strategic business objectives and delivering shareholder returns.

  84. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | LTIP Cycle | Performance Measures | Rationale | | 2024-2026 and 2025-2027 LTIP cycles | uAverage Annual Operating Income Growth Rate (50%) uEconomic Profit (50%) | uAverage annual operating income growth rate measures the average increase in operating income for the three-year LTIP cycle. uThis measure was incorporated due to the Company’s continued focus on driving profitable growth. uEconomic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. Improvement in Economic Profit has historically had a strong relationship to stock price appreciation. uAs previously shown, Economic Profit is calculated as gross cash earnings minus the capital charge on gross operating assets, and Economic Profit performance is measured as an improvement versus the prior year’s actual Economic Profit. uAn Economic Profit payout percentage is calculated for each fiscal year during the LTIP cycle, with the final payout percentage determined using an average of the three annual payout percentages. uThis measure was incorporated to drive earnings growth, and to better align compensation to the value created for our shareholders and other stakeholders. uFor the 2025-2027 LTIP cycle, the threshold to maximum levels for the Economic Profit measure were updated to range from 25% to 100% of the performance units subject to the award, consistent with the average annual operating income growth rate measure. uForward-looking LTIP targets are not disclosed for proprietary and competitive harm reasons. | | 2026-2028 LTIP cycle | uReturn on Invested Capital (ROIC) (60%) uRelative Total Shareholder Return (rTSR) (40%) | uReturn on Invested Capital (ROIC) measures how effectively a company uses all its capital to generate profits. uThis measure was incorporated to drive profitable growth. uRelative Total Shareholder Return (rTSR) is a key metric showing how well a company’s performance compared to its competitors’ by measuring a company’s shareholder returns against a peer group or index. This measure was updated from being a supplemental performance modifier to a core performance metric. uThis measure was incorporated to drive earnings growth and directly align pay to shareholder value creation relative to competitors. uForward-looking LTIP targets are not disclosed for proprietary and competitive harm reasons. |

  85. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | 85 | 2026 Proxy Statement | |

  86. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    Equity Mix. All three outstanding LTIPs are comprised of performance units, non-qualified stock options, and restricted stock units for the NEOs. For the 2024-2026 and 2025-2027 LTIP cycles, the Committee approved a market competitive LTIP grant value for the NEOs (the Board approved for the CEO) allocating 60% of the value to performance units, 20% for non-qualified stock options, and 20% for restricted stock units. The allocation for the 2026-2028 LTIP cycle was updated to be 50% performance units, 30% non-qualified stock options, and 20% restricted stock units. The increased weighting on non-qualified stock options aligns executive compensation directly to the interests of shareholders through stock price appreciation.

  87. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | 2024-2026 AND 2025-2027 LTIP CYCLES | 2026-2028 LTIP CYCLE | | | |

  88. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    The performance units for the 2024-2026 LTIP cycle have an rTSR modifier that measures performance against the S&P 500 Industrial Index companies and recognizes over performance above the 60th percentile and under performance below the 40th percentile, with a maximum payout of 250%. Performance above the 60th percentile would result in an increased payout by up to 25%, and performance below the 40th percentile would result in a decreased payout by up to 25%. Performance between the 40th and 60th percentiles would result in no modification to payouts. For the 2025-2027 LTIP cycle, the performance units have an rTSR modifier that recognizes performance against the Class I Railroads. CSX rankings of 1st or 5th in the peer group would result in an increase or decrease in the payout of 20%, respectively, with a maximum payout of 240%. CSX rankings of 2nd, 3rd, or 4th would result in no modification to payouts. This modifier is designed to appropriately align NEO payouts with share price performance relative to a predetermined peer group, as approved by the Committee at the time of grant. The 2026-2028 LTIP cycle does not include an rTSR modifier and instead incorporates rTSR as a core metric in the plan design. For each of the outstanding LTIP cycles, the number of performance units and restricted stock units awarded to each NEO was calculated based on a specific grant value divided by the grant date closing price of CSX common stock. The number of non-qualified stock options awarded was calculated based on the Black-Scholes value for the same period.

  89. Compensation Discussion and Analysis | Employment Agreements

    Compensation Discussion and Analysis | Employment Agreements

  90. Employment Agreements

    Employment Agreements In connection with his appointment as CEO and President, we entered into an employment letter with Mr. Angel, dated September 28, 2025, which provides for Mr. Angel’s initial annual base salary of $1,500,000 and initial annual target bonus opportunity under the MICP of 175% of base salary. In addition, Mr. Angel received a sign-on equity award under the Stock Plan having a grant date target value of $10,000,000, comprised (i) 50% of performance units under the 2025-2027 LTIP and (ii) 50% of stock options that will cliff vest on the third anniversary of Mr. Angel’s start date and will have a seven-year term. Beginning in 2026, Mr. Angel will be eligible to receive an annual LTIP award on a substantially similar basis as other similarly situated executives, with the initial grant made in 2026 having a grant date target value of $13,500,000. The Company will also provide Mr. Angel with corporate housing in Jacksonville, Florida, will reimburse Mr. Angel one time for up to $100,000 in non-refundable expenses incurred by him for personal trips cancelled in 2025 as a result of him become CEO and President of CSX, and will provide up to $200,000 per year for his personal use of the corporate aircraft. Mr. Hinrichs was also party to an employment letter with the Company. In connection with his involuntary separation from employment in 2025, Mr. Hinrichs received separation benefits provided under his employment letter, as described under the section entitled “Post-Employment Compensation – Termination Without Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change in Control)” below. No other NEOs have individual employment letters or agreements. The described individual employment letter has been filed and can be viewed on the SEC website at www.sec.gov.

  91. Severance Agreements

    Severance Agreements Mr. Angel is eligible for the following severance benefits under his employment letter with the Company in the event of a termination of employment by the Company without “cause” or by Mr. Angel for “good reason” prior to becoming “retirement eligible”: uLump-sum cash-severance payment equal to two times his then-current base salary plus two times his target MICP award; uPro-rata payment of his MICP award for the year of termination, subject to actual attainment of performance goals; and uUnvested equity awards will vest on a pro-rata basis, with any performance-based awards remaining subject to satisfaction of pre-established performance goals at the end of the performance period. If Mr. Angel’s employment terminates due to his death or a disability rendering him physically or mentally unable to perform his duties, he will be eligible to receive the pro-rata vesting described above. In the event that Mr. Angel’s employment terminates after he becomes “retirement eligible” (defined to mean his attainment of age 60 plus at least three years of continued service) either (i) by the Company without cause or by him for good reason or (ii) by him due to his voluntary retirement by providing the Company with at least 180 days’ notice of his plans to retire, Mr. Angel will receive, in lieu of any of the severance benefits described above, continued vesting of his unvested equity awards, subject to any relevant performance criteria. As of December 31, 2025, Messrs. Boone, Cory, and Fortune and Ms. Sorfleet were eligible for benefits under the Company’s executive severance plan that was implemented in September 2022 and amended in July 2023. Under the executive severance plan, the NEOs are eligible to receive: (i) severance pay equal to the sum of one times the current base salary and one times the current target bonus under the MICP; (ii) a pro-rata bonus under the MICP in the plan year of the termination; (iii) continuation of medical and dental coverage for up to 12 months; (iv) financial planning for one year following termination; (v) prorated vesting of outstanding equity incentive awards; and (vi) outplacement services for one year after termination. Notwithstanding the foregoing, if an NEO is entitled to severance benefits under their respective change-of-control agreement, they will not be entitled to the severance benefits outlined above. Mr. Hinrichs involuntarily separated from employment as President and Chief Executive Officer effective September 27, 2025, in connection with which he entered into a separation agreement providing for his separation benefits under his employment letter, as described under the section entitled “Post-Employment Compensation – Termination Without Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change in Control)” below. In addition, Mr. Pelkey involuntarily separated from employment, in connection with which he was eligible to receive the severance benefits under the executive severance plan outlined above. Messrs. Hinrichs and Pelkey’s actual severance payments and the severance amounts that would have been payable had the NEOs, other than Messrs. Hinrichs and Pelkey, terminated employment with the Company as of December 31, 2025 are described further in the “Post-Employment Compensation” table.

  92. Severance Agreements

    | 87 | 2026 Proxy Statement | |

  93. Change-of-Control Agreements

    Change-of-Control Agreements The Company provides “double-trigger” change-of-control benefits pursuant to agreements that are designed to ensure management objectivity as it makes strategic business decisions. The Company’s policy for severance benefits upon a change of control: (i) requires a “double trigger” (i.e., payments are conditioned upon a change of control as well as separation from employment) to receive severance; (ii) provides that the executive will be responsible for the payment of any excise tax arising from any “excess parachute payment” as defined in Section 280G of the Code; and (iii) defines “bonus” as the current “target” amount. The policy also provides that the payment of severance benefits, without shareholder approval, is limited to 2.99 times base salary plus bonus for all NEOs other than Mr. Angel. Mr. Angel’s change-of-control agreement provides for a severance multiplier of 3.0 times his annual base salary plus target annual bonus. Our NEOs are subject to the terms of the change-of-control agreements described above and as further detailed under the section entitled “Potential Payouts Under Change-of-Control Agreements.”

  94. Executive Deferred Compensation Plan

    Executive Deferred Compensation Plan CSX offers a voluntary, non-qualified EDCP for the benefit of its executives and other eligible employees. Under the EDCP, the NEOs may defer compensation in excess of qualified plan limits until retirement or another specified date or event. Participating employees with base salary above the qualified plan limits may defer compensation to allow them to receive the full Company matching contribution of up to 3.5% of base salary not otherwise available to them under the CSXtra Plan. In addition, any NEOs hired on or after January 1, 2020 are eligible to receive an additional contribution of 3% of base salary and short-term incentive pay that exceeds the compensation limit under the Internal Revenue Code (the “Code”). These contributions are made regardless of participation in the EDCP and vest upon the earlier of the completion of three years of service or attainment of age 65. Under the EDCP, participating employees, including NEOs, are entitled to voluntarily elect to defer up to: (i) 75% of base pay; and (ii) 100% of awards payable in cash under CSX’s short-term incentive plans. Any NEO hired on or after January 1, 2020 receives a Company matching contribution of up to 3.5% for short-term incentive plan deferrals made, with immediate vesting. NEOs also are entitled to receive matching contributions that would have been received under CSX’s 401(k) plan assuming that: (i) certain compensation limits prescribed by the Code did not apply; and (ii) contributions made under the EDCP were instead made under CSX’s 401(k) plan. Messrs. Angel, Cory, and Fortune were hired after January 1, 2020 and are currently receiving the additional matching contribution. In accordance with a participant’s individual elections, deferred amounts—other than stock awards—are treated as if they were invested among the investment funds available under the qualified 401(k) plan. Participants may elect to change the investment of deferred amounts, other than deferred stock awards. EDCP participants may elect to receive payment of their deferred amounts, including earnings, upon separation from service or upon the attainment of a specified date. Participants may elect to receive payment in the form of a lump sum or in semi-annual installments over a period of up to 10 years (or 20 years, prior to 2021).

  95. Equity Award Grant Timing

    Equity Award Grant Timing CSX historically grants options and other awards at its February meeting each year. While equity grants are typically made on an annual basis, CSX also periodically grants off-cycle awards in connection with circumstances such as new hires and promotions. CSX does not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. During fiscal year 2025, CSX did not grant equity awards to NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. CSX has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025.

  96. 2025 Summary Compensation Table

    2025 Summary Compensation Table The Summary Compensation Table and the accompanying footnotes describe the amount and type of compensation for the NEOs for 2025 and, if applicable, 2024 and 2023.

  97. 2025 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Stephen F. Angel(1) President and Chief Executive Officer | 2025 | 386,364 | — | 5,385,342 | 5,248,065 | 513,863 | — | 177,978 | 11,711,612 | | Kevin S. Boone Executive Vice President and Chief Financial Officer | 2025 | 747,917 | — | 2,527,360 | 630,000 | 568,417 | 159,396 | 54,969 | 4,688,058 | | | 2024 | 725,000 | — | 2,520,020 | 630,006 | 594,500 | 146,119 | 48,035 | 4,663,680 | | | 2023 | 725,000 | — | 2,520,013 | 630,001 | 833,750 | 157,053 | 68,285 | 4,934,102 | | Michael A. Cory(1) Executive Vice President and Chief Operating Officer | 2025 | 757,083 | — | 2,527,360 | 630,000 | 575,383 | — | 2,365,655 | 6,855,481 | | | 2024 | 725,000 | — | 2,520,020 | 630,006 | 594,500 | — | 606,698 | 5,076,224 | | Stephen Fortune Executive Vice President and Chief Digital & Technology Officer | 2025 | 668,333 | — | 1,865,419 | 465,008 | 507,933 | — | 77,281 | 3,583,974 | | | 2024 | 650,000 | — | 1,860,052 | 465,004 | 533,000 | — | 78,298 | 3,586,354 | | | 2023 | 650,000 | — | 1,860,011 | 465,008 | 747,500 | — | 83,469 | 3,805,988 | | Diana B. Sorfleet(1) Retired Executive Vice President and Chief Administrative Officer | 2025 | 588,333 | — | 1,865,419 | 465,008 | 402,420 | 160,430 | 44,691 | 3,526,301 | | Joseph R. Hinrichs(2) Former President and Chief Executive Officer | 2025 | 1,113,636 | — | 10,029,002 | 2,500,008 | 1,481,137 | — | 8,572,670 | 23,696,453 | | | 2024 | 1,487,302 | — | 9,120,036 | 2,280,008 | 2,110,361 | — | 352,945 | 15,350,652 | | | 2023 | 1,400,000 | — | 8,000,032 | 2,000,003 | 2,415,000 | — | 259,200 | 14,074,235 | | Sean R. Pelkey(2) Former Executive Vice President and Chief Financial Officer | 2025 | 604,257 | — | 2,206,389 | 550,008 | 459,235 | 139,238 | 304,209 | 4,263,336 | | | 2024 | 696,667 | — | 1,860,052 | 465,004 | 571,267 | 151,462 | 58,813 | 3,803,265 | | | 2023 | 660,000 | — | 1,860,011 | 465,008 | 759,000 | 156,340 | 59,965 | 3,960,324 |

  98. 2025 Summary Compensation Table

    (1)In accordance with SEC rules, no amounts are included for any NEO prior to the year in which he or she became an NEO.

  99. 2025 Summary Compensation Table

    | 91 | 2026 Proxy Statement | |

  100. Compensation Tables | 2025 Grants of Plan-Based Awards Table

    Compensation Tables | 2025 Grants of Plan-Based Awards Table

  101. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table In 2025, the NEOs received grants of the plan-based awards as shown in the table below.

  102. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Awards (# of units)(2) | | | All Other Stock Awards (units)(3) | All Other Option Awards (#)(4) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (units) | Target (units) | Maximum (units) | | | | | | Stephen F. Angel | October 1, 2025 | | | | 29,985 | 149,926 | 359,822 | — | | | 5,385,342 | | | October 1, 2025 | | | | | | | | 636,052 | 35.00 | 5,248,065 | | | | 20,284 | 676,136 | 1,352,273 | | | | | | | | | Kevin S. Boone | February 14, 2025 | | | | | | | 18,880 | | | 630,026 | | | February 14, 2025 | | | | | | | | 62,014 | 33.37 | 630,000 | | | February 18, 2025 | | | | 11,237 | 56,184 | 134,842 | | | | 1,897,334 | | | | 22,438 | 747,917 | 1,495,833 | | | | | | | | | Michael A. Cory | February 14, 2025 | | | | | | | 18,880 | | | 630,026 | | | February 14, 2025 | | | | | | | | 62,014 | 33.37 | 630,000 | | | February 18, 2025 | | | | 11,237 | 56,184 | 134,842 | | | | 1,897,334 | | | | 22,712 | 757,083 | 1,514,167 | | | | | | | | | Stephen Fortune | February 14, 2025 | | | | | | | 13,935 | | | 465,011 | | | February 14, 2025 | | | | | | | | 45,773 | 33.37 | 465,008 | | | February 18, 2025 | | | | 8,294 | 41,469 | 99,526 | | | | 1,400,408 | | | | 20,050 | 668,333 | 1,336,667 | | | | | | | | | Diana B. Sorfleet | February 14, 2025 | | | | | | | 13,935 | | | 465,011 | | | February 14, 2025 | | | | | | | | 45,773 | 33.37 | 465,008 | | | February 18, 2025 | | | | 8,294 | 41,469 | 99,526 | | | | 1,400,408 | | | | 15,885 | 529,500 | 1,059,000 | | | | | | | | | Joseph R. Hinrichs | February 14, 2025 | | | | | | | 74,918 | | | 2,500,014 | | | February 14, 2025 | | | | | | | | 246,088 | 33.37 | 2,500,008 | | | February 18, 2025 | | | | 44,590 | 222,949 | 535,078 | | | | 7,528,988 | | | | 58,466 | 1,948,864 | 3,897,728 | | | | | | | | | Sean R. Pelkey | February 14, 2025 | | | | | | | 16,482 | | | 550,004 | | | February 14, 2025 | | | | | | | | 54,140 | 33.37 | 550,008 | | | February 18, 2025 | | | | 9,810 | 49,049 | 117,718 | | | | 1,656,385 | | | | 18,128 | 604,257 | 1,208,514 | | | | | | | |

  103. 2025 Grants of Plan-Based Awards Table

    (1)Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect the threshold, target, and maximum payout opportunities for 2025 under the MICP based on the Target Incentive Opportunities for each NEO. The values reflect a threshold payout of 3% of each NEO’s Target Incentive Opportunity, a target payout of 100% of each NEO’s Target Incentive Opportunity, and a maximum payout of 200% of each NEO’s Target Incentive Opportunity. The amounts actually paid for 2025 under the MICP are included in the “Summary Compensation Table.” (2)Estimated Future Payouts Under Equity Incentive Plan Program – The amounts in these columns reflect the number of shares subject to performance units granted for the 2025-2027 LTIP cycle that are eligible to be earned and vest based on threshold, target, and maximum achievement of pre-established financial performance goals. The Company’s performance over the 2025-2027 performance period will determine the number of shares that are paid out in respect of such performance units, which can range from 0% to 240% of the performance units subject to the grants. The 2025-2027 LTIP is designed to payout 25% at threshold, 100% at target, and 200% at maximum. The NEOs also have an rTSR payout modifier applicable to the performance units based on a linear formula, which can increase or decrease the payout by as much as 20%, giving them a threshold payout of 25% and a maximum payout of 240%. The number listed in the threshold column (20% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures and the modifier is -20%. If both financial performance measures reach threshold performance level and the modifier is -20%, the resulting threshold payout would be 40% for the NEOs. The number listed in the maximum column (240% of the total performance units subject to the grant) is the number of performance units that would be earned if each metric pays out at a maximum of 200% and the modifier is +20%.

  104. 2025 Grants of Plan-Based Awards Table

    | 93 | 2026 Proxy Statement | |

  105. Compensation Tables | 2025 Grants of Plan-Based Awards Table

    Compensation Tables | 2025 Grants of Plan-Based Awards Table (3)All Other Stock Awards – The amounts in this column represent the number of restricted stock units granted to Messrs. Hinrichs, Pelkey, Boone, Cory, and Fortune and Ms. Sorfleet on February 14, 2025. One third of these units vested on February 14, 2026, and the remaining units will vest ratably on February 14, 2027 and February 14, 2028, subject to the NEO’s continued employment through the applicable vesting date. (4)All Other Option Awards – The amounts in this column represent the number of non-qualified stock options granted to Messrs. Hinrichs, Pelkey, Boone, Cory, and Fortune and Ms. Sorfleet on February 14, 2025, which vest and become exercisable on a three-year graded vesting schedule. One third of these options became exercisable on February 14, 2026, and the remaining options will become exercisable ratably on February 14, 2027 and February 14, 2028. These options were granted with an exercise price equal to the closing stock price on the date of grant of $33.37. The amounts in this column also include the number of non-qualified stock options granted to Mr. Angel on October 1, 2025, which vest and become exercisable on a three-year cliff vesting schedule. These options were granted with an exercise price equal to the closing stock price on the date of grant of $35.00. (5)Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of restricted stock units and non-qualified stock options granted in 2025, calculated in accordance with FASB ASC Topic 718, and, for performance units, based on the probable outcome of the performance conditions (which is the target). For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2025 Annual Report, which was filed with the SEC on February 12, 2026, and, for the grant date value of the performance units if maximum levels of performance are achieved, see footnote 3 to the “Summary Compensation Table.”

  106. Compensation Tables | 2025 Grants of Plan-Based Awards Table

    | | 2026 Proxy Statement | 94 |

  107. Compensation Tables | 2025 Outstanding Equity Awards at Fiscal Year-End

    Compensation Tables | 2025 Outstanding Equity Awards at Fiscal Year-End

  108. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The table below presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2025. Stock awards are comprised of outstanding performance units, non-qualified stock options, restricted stock units, and restricted stock.

  109. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Options Exercisable | Options Unexercisable(1) | Option Price ($) | Option Expiration Date | Shares Not Vested(2) | Market Value ($)(3) | Equity Incentive Awards Not Vested(4) | Market Value ($)(5) | | Stephen F. Angel | — | 636,052 | 35.00 | 10/1/2032 | — | — | 119,941 | 4,347,861 | | Kevin S. Boone | 13,455 | — | 22.70 | 2/6/2029 | 36,949 | 1,339,401 | 54,855 | 1,988,494 | | | 246,507 | — | 23.48 | 12/4/2029 | | | | | | | 216,927 | — | 26.50 | 2/18/2030 | | | | | | | 93,150 | — | 29.49 | 2/9/2031 | | | | | | | 77,191 | — | 35.17 | 2/16/2032 | | | | | | | 42,618 | 21,309 | 31.67 | 2/15/2033 | | | | | | | 18,149 | 36,298 | 36.72 | 2/16/2034 | | | | | | | — | 62,014 | 33.37 | 2/14/2035 | | | | | | Michael A. Cory | 18,149 | 36,298 | 36.72 | 2/16/2034 | 68,166 | 2,471,018 | 54,855 | 1,988,494 | | | — | 62,014 | 33.37 | 2/14/2035 | | | | | | Stephen Fortune | 31,456 | 15,729 | 31.67 | 2/15/2033 | 27,271 | 988,574 | 40,488 | 1,467,690 | | | 13,395 | 26,792 | 36.72 | 2/16/2034 | | | | | | | — | 45,773 | 33.37 | 2/14/2035 | | | | | | Diana B. Sorfleet | 13,344 | — | 16.13 | 2/22/2027 | 27,271 | 988,574 | 40,488 | 1,467,690 | | | 25,434 | — | 17.94 | 2/6/2028 | | | | | | | 137,301 | — | 22.70 | 2/6/2029 | | | | | | | 173,541 | — | 26.50 | 2/18/2030 | | | | | | | 68,310 | — | 29.49 | 2/9/2031 | | | | | | | 56,975 | — | 35.17 | 2/16/2032 | | | | | | | 31,456 | 15,729 | 31.67 | 2/15/2033 | | | | | | | 13,395 | 26,792 | 36.72 | 2/16/2034 | | | | | | | — | 45,773 | 33.37 | 2/14/2035 | | | | | | Joseph R. Hinrichs | — | 60,132 | 31.67 | 4/16/2026 | 58,356 | 2,115,405 | 214,217 | 7,765,366 | | | 65,681 | 72,980 | 36.72 | 4/16/2027 | | | | | | | — | 54,687 | 33.37 | 4/14/2028 | | | | | | Sean R. Pelkey | 2,223 | — | 16.13 | 2/22/2027 | 29,818 | 1,080,903 | 46,552 | 1,687,510 | | | 10,632 | — | 17.94 | 2/6/2028 | | | | | | | 9,429 | — | 22.70 | 2/6/2029 | | | | | | | 19,848 | — | 26.50 | 2/18/2030 | | | | | | | 7,701 | — | 29.49 | 2/9/2031 | | | | | | | 22,173 | — | 33.21 | 2/9/2031 | | | | | | | 59,989 | — | 34.36 | 1/24/2032 | | | | | | | 56,975 | — | 35.17 | 2/16/2032 | | | | | | | 31,456 | 11,797 | 31.67 | 2/15/2033 | | | | | | | 13,395 | 10,047 | 36.72 | 2/16/2034 | | | | | | | — | 13,535 | 33.37 | 2/14/2035 | | | | |

  110. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1)Number of Securities Underlying Unexercised Options (Unexercisable) – All stock options, except those granted to Messrs. Angel and Hinrichs, were granted 10 years prior to the Option Expiration Date listed in the table above. The stock options granted to Mr. Angel on October 1, 2025 were granted 7 years prior to the Option Expiration Date listed in the table above and vest and become exercisable on a three-year cliff vesting schedule. All outstanding stock options granted to Mr. Hinrichs expire 60 days after the vest date. The stock options granted to Mr. Pelkey on January 24, 2022 vest and become exercisable on a graded vesting schedule, with 50% vesting on the second anniversary of the grant date and 50% vesting on the third anniversary of the grant date. The other stock options granted to the NEOs in 2023, 2024, and 2025 vest and become exercisable on a three-year graded vesting schedule on each of the first three anniversaries of the grant date, generally subject to the NEO’s continued service through the applicable vesting date.

  111. 2025 Outstanding Equity Awards at Fiscal Year-End

    | 95 | 2026 Proxy Statement | |

  112. Compensation Tables | 2025 Outstanding Equity Awards at Fiscal Year-End

    Compensation Tables | 2025 Outstanding Equity Awards at Fiscal Year-End (2)Number of Shares or Units of Stock That Have Not Vested – The units reflected in this column represent restricted stock units granted on September 25, 2023 to Mr. Cory that vest on September 25, 2026. This column also includes restricted stock units granted under the 2023-2025 LTIP cycle, the 2024-2026 LTIP cycle, and the 2025-2027 LTIP cycle. Vesting of all outstanding awards are generally subject to the NEO’s continued service through the applicable vesting date. (3)Market Value of Shares or Units of Stock That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 31, 2025 (the last trading day of 2025) of $36.25. (4)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested – The amounts reflected in this column represent performance units granted under the 2024-2026 and 2025-2027 LTIPs. The number of performance units shown is equal to the target number of performance units granted under the 2024-2026 LTIP cycle and the 2025-2027 LTIP cycle (and in the case of Messrs. Hinrichs and Pelkey, prorated to reflect a partial year of service). These performance units are eligible to be earned and vest based on achievement of Company performance measures over the applicable performance period. Performance units granted under the 2023-2025 LTIP cycle are considered earned as of December 31, 2025 and are included in the “2025 Option Exercises and Stock Vested” table below. (5)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 31, 2025 (the last trading day of 2025) of $36.25 per share.

  113. Compensation Tables | 2025 Outstanding Equity Awards at Fiscal Year-End

    | | 2026 Proxy Statement | 96 |

  114. Compensation Tables | 2025 Option Exercises and Stock Vested Table

    Compensation Tables | 2025 Option Exercises and Stock Vested Table

  115. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The table below presents the value of performance units, restricted stock units, and restricted stock that vested in 2025, and the non-qualified stock options that were exercised in 2025.

  116. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Shares Acquired on Exercise(1) | Value Realized on Exercise ($) | Shares Acquired on Vesting(2) | Value Realized on Vesting ($)(3) | | Stephen F. Angel | — | — | — | — | | Kevin S. Boone | 31,053 | 569,201 | 38,547 | 1,296,493 | | Michael A. Cory | — | — | 13,444 | 456,464 | | Stephen Fortune | — | — | 39,774 | 1,285,871 | | Diana B. Sorfleet | — | — | 28,452 | 956,958 | | Joseph R. Hinrichs | 135,295 | 631,828 | 184,852 | 6,283,370 | | Sean R. Pelkey | — | — | 37,180 | 1,241,774 |

  117. 2025 Option Exercises and Stock Vested Table

    (1)Shares Acquired on Exercise – Shares acquired on exercise include non-qualified stock options exercised and sold on October 21, 2025 by Mr. Hinrichs and October 22, 2025 by Mr. Boone. (2)Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2023-2025 LTIP; (ii) restricted stock units that were paid out pursuant to the 2022-2024 LTIP; (iii) one-third of restricted stock units that were paid out pursuant to the 2023-2025 LTIP; (iv) one-third of restricted stock units that were paid out pursuant to the 2024-2026 LTIP; (v) restricted stock units granted to Mr. Pelkey that vested on January 24, 2025; (vi) restricted stock units granted to Mr. Fortune that vested on April 1, 2025; and (vii) restricted stock units granted to Mr. Hinrichs that vested on September 26, 2025. (3)Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2023-2025 LTIP cycle multiplied by $36.64, the closing price of the Company’s common stock on January 23, 2026, which is the date the performance units were paid out; (ii) the number of restricted stock units paid out pursuant to the 2022-2024 LTIP cycle multiplied by $33.37, the closing price of the Company’s common stock on February 14, 2025, which is the date the restricted stock units vested; (iii) one-third of the restricted stock units paid out pursuant to the 2023-2025 LTIP cycle multiplied by $33.37, the closing price of the Company’s common stock on February 14, 2025, which is the date the restricted stock units vested; (iv) one-third of the restricted stock units paid out pursuant to the 2024-2026 LTIP cycle multiplied by $33.37, the closing price of the Company’s common stock on February 14, 2025, which is the date the restricted stock units vested; (v) the number of restricted stock units granted to Mr. Pelkey pursuant to his promotion stock award multiplied by $32.69, the closing price of the Company’s common stock on January 24, 2025, which is the date the restricted stock units vested; (vi) the number of restricted stock units granted to Mr. Fortune pursuant to his sign-on stock award multiplied by $29.54, the closing price of the Company’s common stock on April 1, 2025, which is the date the restricted stock units vested; and (vii) the number of restricted stock units granted to Mr. Hinrichs pursuant to his sign-on stock award multiplied by $34.01, the closing price of the Company’s common stock on September 26, 2025, which is the date the restricted stock units vested.

  118. 2025 Option Exercises and Stock Vested Table

    | 97 | 2026 Proxy Statement | |

  119. Compensation Tables | 2025 Pension Benefits Table

    Compensation Tables | 2025 Pension Benefits Table

  120. 2025 Pension Benefits Table

    2025 Pension Benefits Table As described below, CSX maintains closed defined benefit pension plans (qualified and non-qualified) under which the NEOs are eligible for benefits.

  121. 2025 Pension Benefits Table

    | Name | Plan Name | Years Credited Service | Present Value Accumulated Benefits ($)(2) | Payments During Last FY ($) | | Stephen F. Angel(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Kevin S. Boone | Qualified Pension Plan | 8.333 | 240,740 | — | | | Non-qualified Special Retirement Plan | 8.333 | 781,669 | — | | Michael A. Cory(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Stephen Fortune(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Diana B. Sorfleet | Qualified Pension Plan | 14.583 | 497,172 | — | | | Non-qualified Special Retirement Plan | 14.583 | 943,676 | — | | Joseph R. Hinrichs(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Sean R. Pelkey | Qualified Pension Plan | 20.333 | 401,844 | — | | | Non-qualified Special Retirement Plan | 20.333 | 541,768 | — |

  122. 2025 Pension Benefits Table

    (1)Messrs. Angel, Cory, Fortune, and Hinrichs do not participate in the pension plans, based on their hire date; more information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A section beginning on page 88 of this Proxy Statement. They instead receive a non-elective contribution of 3% of base pay and actual bonus into their CSXtra 401(k) Plan accounts and Executive Deferred Compensation Plan (EDCP) accounts. (2)For each of the NEOs, pension benefits accrue based on a “cash balance” formula. Under the cash balance formula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the NEO’s account is credited with a percentage of the participant’s pay for that month. The percentage of pay credited is determined based on the participant’s age and years of service. More information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A beginning on page 88 of this Proxy Statement.

  123. 2025 Non-qualified Deferred Compensation Table

    2025 Non-qualified Deferred Compensation Table The following table presents a summary of 2025 contributions made under the EDCP, as well as associated 2025 earnings, distributions and year-end balances. Two types of deferrals are represented below: cash and CSX stock deferrals. Cash deferrals include deferred portions of an NEO’s base salary and short-term incentive payments. CSX stock deferrals include deferred portions of compensation payable in the form of CSX common stock.

  124. 2025 Non-qualified Deferred Compensation Table

    | Name | Executive Contributions Last Fiscal Year(1) | Company Contributions Last Fiscal Year(2) | Aggregate Earnings Last Fiscal Year(3) | Aggregate Distributions Last Fiscal Year | Aggregate Balance Last Fiscal Year-End | | Stephen F. Angel | $11,500 | $6,708 | $505 | — | $18,713 | | Kevin S. Boone | $23,775 | $13,869 | $37,634 | — | $307,637 | | Michael A. Cory | — | $17,645 | $423 | — | $18,069 | | Stephen Fortune | — | $30,210 | $1,762 | — | $69,927 | | Diana B. Sorfleet | $14,225 | $8,298 | $54,716 | — | $380,410 | | Joseph R. Hinrichs | $57,525 | $135,615 | $49,811 | — | $561,413 | | Sean R. Pelkey | $387,643 | $12,163 | $189,097 | ($179,566) | $1,490,291 |

  125. 2025 Non-qualified Deferred Compensation Table

    (1)Executive Contributions in the Last Fiscal Year – The values in this column reflect salary deferred by the NEOs in 2025, under the EDCP. These amounts are also included in the “Salary” column of the “Summary Compensation Table.” (2)Company Contributions in the Last Fiscal Year – Company contributions in 2025 are also reported in the “All Other Compensation” column of the “Summary Compensation Table.” See footnote 6 to that table for more details. (3)Aggregate Earnings in the Last Fiscal Year – Earnings on cash deferrals include the total gains and losses credited in 2025 based on participant investment elections.

  126. 2025 Non-qualified Deferred Compensation Table

    | | 2026 Proxy Statement | 98 |

  127. No Tax Gross-Ups for Excess Parachute Payments

    | Year (a) | Summary Compensation Table Total for Current PEO(1) (b) | Compensation Actually Paid to Current PEO(2) (c) | Summary Compensation Table Total for Former PEO 1(1) (b1) | Compensation Actually Paid to Former PEO 1(2) (c1) | Summary Compensation Table Total for Former PEO 2(1) (b1) | Compensation Actually Paid to Former PEO 2(2) (c1) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (in Millions) (h) | Economic Profit(5) (in Millions) (i) | | | | | | | | | | | Total Share holder Return (f) | Peer Group Total Share holder Return(3) (g) | | | | 2025 | $11,711,611 | $12,431,757 | $23,696,453 | $15,790,960 | N/A | N/A | $4,583,430 | $4,788,333 | $128 | $190 | $2,889 | $1,621 | | 2024 | N/A | N/A | $15,350,651 | $11,276,787 | N/A | N/A | $4,282,380 | $3,295,035 | $112 | $159 | $3,470 | $2,341 | | 2023 | N/A | N/A | $14,074,235 | $15,733,686 | N/A | N/A | $4,114,993 | $4,663,286 | $119 | $135 | $3,668 | $2,577 | | 2022 | N/A | N/A | $8,348,517 | $9,301,674 | $19,536,434 | $9,694,786 | $4,856,562 | $3,422,243 | $105 | $114 | $4,114 | $2,890 | | 2021 | N/A | N/A | N/A | N/A | $20,006,806 | $32,556,244 | $4,076,812 | $6,737,795 | $126 | $121 | $3,730 | $2,414 |

  128. Pay Versus Performance

    Pay Versus Performance (3)Peer Group Total Shareholder Return is based on the S&P 500 Industrials Index, which is a peer group disclosed in the CD&A section of this Proxy Statement used by CSX to help determine executive pay. (4)Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s 2025 and 2024 Annual Reports on Form 10-K, for each of the years ended December 31, 2025, 2024, 2023, and 2022. For the year ended December 31, 2021, see footnote 4 to the “Pay Versus Performance” table in the Company’s 2025 Proxy Statement. (5)We determined Economic Profit (CSX Cash Earnings or CCE) to be the “most important” financial performance measure used to link performance to “Compensation Actually Paid” to our PEO and other NEOs in fiscal year 2025, in accordance with Item 402(v) of Regulation S-K. Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. As we previously explained, Economic Profit is calculated as gross cash earnings minus the capital charge on gross operating assets. See the Company’s 2025 and 2024 Annual Reports on Form 10-K for reconciliation to the corresponding GAAP amounts for the years ended December 31 2025, 2024, and 2023. See footnote 5 to the “Pay Versus Performance” table in the Company’s 2025 Proxy Statement for reconciliation to the corresponding GAAP amounts for the years ended December 31 2022 and 2021.

  129. Pay Versus Performance

    | | 2026 Proxy Statement | 104 |

  130. Q: Does the Board consider director nominees recommended by shareholders?

    Q: Does the Board consider director nominees recommended by shareholders? A: Yes. The Governance and Sustainability Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance and Sustainability Committee will evaluate these recommendations about nominees using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance and Sustainability Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee. Shareholders who wish to nominate a director instead should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 2027 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws.

  131. Q: Does the Board consider director nominees recommended by shareholders?

    | | 2026 Proxy Statement | 118 |