Form 4: CSX EVP & CFO Sean Pelkey Reports Executive Compensation Plan Share Transactions

CSX Corporation's Executive Vice President and Chief Financial Officer, Sean R. Pelkey, reported transactions involving common stock, including a distribution from a deferred compensation plan and shares withheld for tax obligations.

Summary

• Sean R. Pelkey, Executive Vice President and Chief Financial Officer of CSX Corporation, reported changes in his beneficial ownership of CSX common stock on June 30, 2025.
• Pelkey acquired 5,503 shares of common stock directly from the CSX Executive Deferred Compensation Plan as a distribution, with a transaction price of $0.
• He disposed of 2,037 shares of common stock at a price of $33.47 per share to satisfy tax obligations.
• A corresponding disposition of 5,503 shares from the CSX Executive Deferred Compensation Plan was also reported at a price of $32.63, reflecting the transfer of these shares to direct ownership.
• Following these transactions, Pelkey's direct beneficial ownership stands at 110,875 shares, which includes 662 shares acquired under the CSX Employee Stock Purchase Plan (ESPP).
• His indirect beneficial ownership includes 25,925 shares held in the CSX Corporation Executive Deferred Compensation Plan and 1,073 shares in the CSX Corporation 401(k) Plan.

Sentiment

Score: 6

Explanation: The document reports routine executive stock transactions, primarily related to compensation distribution and tax withholding. It is neutral in terms of company performance or outlook, but the executive's continued significant holdings are a minor positive.

Positives

• Acquisition of 5,503 shares from the Executive Deferred Compensation Plan indicates a vesting or distribution of previously earned compensation.
• Continued significant direct and indirect ownership by a key executive (EVP & CFO) aligns management interests with shareholders.

Negatives

• Disposition of 2,037 shares for tax obligations represents a reduction in direct shareholding.

Future Outlook

The document is a transaction report and does not contain forward-looking statements or guidance.

Industry Context

This Form 4 filing reports routine insider stock transactions for an executive at a major railroad company. Such transactions are common for executives receiving equity compensation and managing tax obligations, and do not typically reflect broader industry trends unless they indicate a significant shift in executive holdings or sentiment.

Comparison to Industry Standards

• Insider transaction reporting via Form 4 is a standard regulatory requirement across all publicly traded companies in the U.S.
• The reported transactions, involving distributions from deferred compensation plans and tax withholdings, are typical for executive compensation structures in large corporations like CSX, comparable to practices at other major transportation or industrial companies such as Union Pacific (UNP) or Norfolk Southern (NSC).
• The specific share amounts and prices are unique to this executive and company, but the nature of the transactions aligns with common industry practices for managing equity-based compensation.

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and compensation practices. The net effect of these transactions is a minor reduction in the executive's total beneficial ownership due to tax withholding, but overall holdings remain substantial.
• Employees: The mention of the CSX Employee Stock Purchase Plan (ESPP) and 401(k) Plan indicates standard employee benefit programs are in place.

Key Dates

Recommendation

Keywords

CSX, Sean Pelkey, Form 4, SEC filing, insider trading, beneficial ownership, executive compensation, stock transactions, deferred compensation, tax withholding