Form 4: CSX Corp EVP & CFO Sean R. Pelkey Reports Changes in Beneficial Ownership

Sean R. Pelkey, EVP & CFO of CSX Corporation, reports acquisition and disposal of CSX common stock and derivative securities, including stock options and restricted stock units, through tax withholding, dividend reinvestments, and awards under the company's long-term incentive plan.

Summary

• On February 14, 2025, Sean R. Pelkey, EVP & CFO of CSX Corporation, reported changes in beneficial ownership of CSX securities.
• Pelkey disposed of 6,628, 1,980 and 1,685 shares of common stock at $33.37 per share to satisfy tax obligations.
• He acquired 16,482 restricted stock units (RSUs) under the CSX Corporation 2025-2027 Long-Term Incentive Plan.
• These RSUs will vest in three equal installments on February 14, 2026, February 14, 2027, and February 14, 2028.
• Pelkey also acquired 54,140 options under the same incentive plan, vesting in three equal installments on the same dates as the RSUs.
• Following these transactions, Pelkey directly owns 106,748 shares of common stock.
• He also indirectly owns 1,025 shares through the CSX Corporation 401(k) Plan and 31,428 shares through the CSX Corporation Executive Deferred Compensation Plan.
• He also directly owns 54,140 options.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing primarily reflects routine transactions related to compensation and tax obligations. There are no indications of significant positive or negative developments.

Positives

• The award of restricted stock units and options to the EVP & CFO aligns his interests with the long-term performance of the company.
• Dividend reinvestments indicate a continued investment in the company's stock.

Future Outlook

The restricted stock units vest in three equal installments on February 14, 2026, February 14, 2027 and February 14, 2028. The option vests in three equal installments on February 14, 2026, February 14, 2027 and February 14, 2028.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. Investors monitor these filings to understand management's view on the company's stock and future prospects.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded companies to incentivize executives.
• The vesting schedules for the RSUs and options are typical, aligning with industry standards for long-term incentive plans.
• Companies like Union Pacific (UNP) and Norfolk Southern (NSC) also utilize similar equity-based compensation plans for their executives.

Stakeholder Impact

• The transactions have a minor impact on shareholders, as they involve a relatively small number of shares compared to the company's total outstanding shares.
• Employees participating in the 401(k) and Executive Deferred Compensation Plans are indirectly affected by the changes in the value of the CSX stock fund.

Key Dates

Keywords

CSX, Sean R. Pelkey, beneficial ownership, Form 4, EVP & CFO, restricted stock units, stock options, insider trading, dividend reinvestment, Long-Term Incentive Plan