Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

CSX’s common stock is listed on the Nasdaq Global Select Market, which is its principal trading market, and is traded over-the-counter and on exchanges nationwide. The official trading symbol is “CSX.”

Description of Common and Preferred Stock

A total of 5.4 billion shares of common stock are authorized, of which 2,066,350,050 shares were outstanding as of December 31, 2022. Each share is entitled to one vote in all matters requiring a vote of shareholders. There are no preemptive rights, which are privileges extended to select shareholders that would allow them to purchase additional shares before other members of the general public in the event of an offering. At January 31, 2023, the latest practicable date that is closest to the filing date, there were 22,453 common stock shareholders of record. The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was 2,141 million as of December 31, 2022. (See Note 2, Earnings Per Share.) A total of 25 million shares of preferred stock is authorized, none of which is currently outstanding.

The following table sets forth, for the quarters indicated, the dividends declared on CSX common stock.

Stock Performance Graph

The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, 2017 are illustrated on the graph below. The Company references the Standard & Poor's 500 Stock Index (“S&P 500 ®”), and the Dow Jones U.S. Transportation Average Index, which provide comparisons to a broad-based market index and other companies in the transportation industry.

CSX 2022 Form 10-K p.20

CSX CORPORATION

PART II

CSX Purchases of Equity Securities

The Company continues to repurchase shares under the $5 billion program announced in July 2022. Total repurchase authority remaining as of December 31, 2022 was $3.3 billion. For more information about share repurchases, see Note 2, Earnings Per Share. Share repurchase activity of $1.0 billion for the fourth quarter 2022 was as follows: