CSX CORP — Director's Dealing 2023

Feb 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSX CORP (CSX)
CIK: 0000277948
Period of Report: 2023-02-14

Reporting Person: Hilal Paul C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-14	Common Stock	A	5688	$31.65	Acquired	47688	Direct
2023-02-14	Common Stock	J	98795	—	Disposed	1454098	Indirect

Footnotes

F1: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2: On June 28, 2021, the common stock of CSX Corporation split 3-for-1, resulting in Paul C. Hilal's ("Reporting Person") ownership of 24,798 additional shares.

F3: Reflects distributions by MR Employee Incentive Pool LLC, an entity controlled by Reporting Person and which holds shares of CSX Corporation on behalf of certain employees of Mantle Ridge LP, a Delaware limited partnership, to those employees. No consideration was paid in connection with these distributions.

F4: On June 28, 2021, the common stock of CSX Corporation split 3-for-1, resulting in Reporting Person's ownership of 1,195,262 additional shares.

F5: By virtue of Reporting Person's position as ultimately controlling various entities that hold shares in CSX Corporation, Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). Reporting Person disclaims beneficial ownership of any of these shares, except to the extent of any pecuniary interest therein.

F6: Reporting Person continues to serve as a director and as Vice Chairman of the Board of CSX Corporation and as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Exchange Act.