CSX (CSX) 10-K risk factor changes: FY2025 vs FY2024

In addition, statutes, regulations, orders or other governmental actions that, among other things, impose price constraints, restrict access to government funding, or [removed: affecting] [added: affect] rail-to-rail competition could adversely affect the Company's profitability.

CSX [removed: 2024] [added: 2025] Form 10-K p.7

CSX [removed: 2024] [added: 2025] Form 10-K p.8

As cybersecurity threats continue to evolve, [added: including] the [added: increased maturity of artificial intelligence leveraged by threat actors, the] Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities, data breaches, cyber-attacks or other similar incidents.

Due to applicable laws, rules and regulations or contractual obligations, CSX may be held responsible for data breaches, cyber-attacks [removed: or other similar incidents attributed to its third-party vendors as they relate to the information CSX shares with them.]

CSXT has experienced, and in the future could experience, rail network difficulties related to: (i) locomotive or crew shortages; (ii) labor shortages or other service disruptions in the supply chain affecting trucking, ports, handling facilities, customer facilities or other railroads; (iii) unpredictable increases in demand; (iv) extreme weather conditions; (v) regulatory changes resulting in forced access or impacting where and how fast CSXT can transport freight or maintain routes; (vi) reductions in availability of pooled equipment, including chassis; (vii) impacts from changes in network capacity or structure; [removed: or] (viii) increased passenger [removed: activities,] [added: activities; or (ix) derailments and other accidents,] which could impact CSXT's operational fluidity, leading to deterioration of service, asset utilization and overall efficiency.

CSX [removed: 2024] [added: 2025] Form 10-K p.9

Additionally, any [added: currently proposed or other] future consolidation in the rail industry could materially affect the regulatory and competitive environment in which the Company operates.

CSX [removed: 2024] [added: 2025] Form 10-K p.10

CSX [removed: 2024] [added: 2025] Form 10-K p.11

CSX [removed: 2024] [added: 2025] Form 10-K p.12

or other similar incidents attributed to its third-party vendors as they relate to the information CSX shares with them.

CSX [removed: 2024] [added: 2025] Form 10-K p.26

CSX [removed: 2024] [added: 2025] Form 10-K p.27

- Revenue of [removed: $14.5] [added: $14.1] billion decreased [removed: $117] [added: $448] million or [removed: 1%] [added: 3%] versus the prior year.

- Expenses of [removed: $9.3] [added: $9.6] billion increased [removed: $137] [added: $276] million or [removed: 1%] [added: 3%] year over year.

- Operating income of [removed: $5.2] [added: $4.5] billion decreased [removed: $254] [added: $724] million or [removed: 5%] [added: 14%] year over year.

- Operating margin of [removed: 36.1%] [added: 32.1%] decreased [removed: 140] [added: 400] basis points from [removed: 37.5%.][added: 36.1%.]

- Earnings per diluted share of [removed: $1.79] [added: $1.54] decreased [removed: $0.03] [added: $0.25] or [removed: 2%] [added: 14%] year over year.

The following section generally discusses the Company's results of operations and financial condition for the year ended December 31, [removed: 2024,] [added: 2025,] compared to the year ended December 31, [removed: 2023.][added: 2024.]

A discussion regarding results of operations and financial condition for the year ended December 31, [removed: 2023,] [added: 2024,] compared to the year ended December 31, [removed: 2022,] [added: 2023,] can be found in Part II, Item 7 of CSX's Annual Report on Form 10-K for the year ended [removed: 2023,] [added: 2024,] filed with the Securities and Exchange Commission on February [removed: 14, 2024.][added: 27, 2025.]

[removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] Results of Operations

| | | | [removed: 2024 (a)] [added: 2025] | | | | | | [removed: 2023 (a)] [added: 2024] | | | | | | *$ Change* | | | | | | *% Change* | | | | | |

| Labor and Fringe | | | [removed: 3,165] [added: 3,262] | | | | | | [removed: 3,052] [added: 3,165] | | | | | | [removed: *(113)*] [added: *(97)*] | | | | | | [removed: *(4)*] [added: *(3)*] | | | | | |

| Purchased Services and Other | | | [removed: 2,852] [added: 3,013] | | | | | | [removed: 2,802] [added: 2,841] | | | | | | [removed: *(50)*] [added: *(172)*] | | | | | | [removed: *(2)*] [added: *(6)*] | | | | | |

| Depreciation and Amortization | | | [removed: 1,658] [added: 1,680] | | | | | | [removed: 1,607] [added: 1,658] | | | | | | [removed: *(51)*] [added: *(22)*] | | | | | | [removed: *(3)*] [added: *(1)*] | | | | | |

| Fuel | | | [removed: 1,168] [added: 1,095] | | | | | | [removed: 1,377] [added: 1,168] | | | | | | [removed: *209*] [added: *73*] | | | | | | [removed: *15*] [added: *6*] | | | | | |

| Equipment and Other Rents | | | [removed: 355] [added: 357] | | | | | | [removed: 354] [added: 355] | | | | | | [removed: *(1)*] [added: *(2)*] | | | | | | [removed: *—*] [added: *(1)*] | | | | | |

| Goodwill Impairment | | | [removed: 108] [added: 164] | | | | | | [removed: —] [added: 108] | | | | | | [removed: *NM*] [added: *(56)*] | | | | | | [removed: *NM*] [added: *(52)*] | | | | | |

| Total Expense | | | [removed: 9,295] [added: 9,571] | | | | | | [removed: 9,158] [added: 9,295] | | | | | | [removed: *(137)*] [added: *(276)*] | | | | | | [removed: *(1)*] [added: *(3)*] | | | | | |

| Operating Income | | | [removed: 5,245 | | | | | | 5,499 | | | | | | *(254)* | | | | | | *(5)*] [added: $] | [added: 4,521] | | [added: $] | [added: 5,245] | |

| Interest Expense | | | [removed: (832)] [added: (844)] | | | | | | [removed: (809)] [added: (832)] | | | | | | [removed: *(23)*] [added: *(12)*] | | | | | | [removed: *(3)*] [added: *(1)*] | | | | | |

| Other Income - Net | | | [removed: 142] [added: 92] | | | | | | [removed: 139] [added: 142] | | | | | | [removed: *3*] [added: *(50)*] | | | | | | [removed: *2*] [added: *(35)*] | | | | | |

| Income Tax Expense | | | [removed: (1,085)] [added: (880)] | | | | | | [removed: (1,161)] [added: (1,085)] | | | | | | [removed: *76*] [added: *205*] | | | | | | [removed: *7*] [added: *19*] | | | | | |

| Net Earnings | | | $ | [removed: 3,470] [added: 2,889] | | | | | $ | [removed: 3,668] [added: 3,470] | | | | | *$* | [removed: *(198)*] [added: *(581)*] | | | | | [removed: *(5)*] [added: *(17)*] | | [added: *%*] | | | |

| Earnings Per Diluted Share | | | $ | [removed: 1.79] [added: 1.54] | | | | | $ | [removed: 1.82] [added: 1.79] | | | | | *$* | [removed: *(0.03)*] [added: *(0.25)*] | | | | | [removed: *(2)*] [added: *(14)*] | | *%* | | | |

| Operating Margin | | | [removed: 36.1] [added: 32.1] | | % | | | | [removed: 37.5] [added: 36.1] | | % | | | | | | | | | | [removed: *140*] [added: *(400)*] | | | bps | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.28

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | *% Change* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | *% Change* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | *% Change* | | |

| *Chemicals* | | | [removed: 688] [added: 655] | | | | | | [removed: 642] [added: 688] | | | | | | [removed: 7] [added: (5)] | | % | | | | $ | [removed: 2,850] [added: 2,776] | | | | | $ | [removed: 2,599] [added: 2,850] | | | | | [removed: 10] [added: (3)] | | % | | | | $ | [removed: 4,142] [added: 4,238] | | | | | $ | [removed: 4,048] [added: 4,142] | | | | | 2 | | % |

| *Agricultural and Food Products* | | | [removed: 463] [added: 457] | | | | | | [removed: 468] [added: 463] | | | | | | (1) | | % | | | | [removed: 1,644] [added: 1,618] | | | | | | [removed: 1,657] [added: 1,644] | | | | | | [removed: (1)] [added: (2)] | | % | | | | [removed: 3,551] [added: 3,540] | | | | | | [removed: 3,541] [added: 3,551] | | | | | | — | | % |

| *Automotive* | | | [removed: 393] [added: 380] | | | | | | [removed: 388] [added: 393] | | | | | | [removed: 1] [added: (3)] | | % | | | | [removed: 1,226] [added: 1,182] | | | | | | [removed: 1,219] [added: 1,226] | | | | | | [removed: 1] [added: (4)] | | % | | | | [removed: 3,120] [added: 3,111] | | | | | | [removed: 3,142] [added: 3,120] | | | | | | [removed: (1)] [added: —] | | % |

| *Minerals* | | | [removed: 361] [added: 375] | | | | | | [removed: 358] [added: 361] | | | | | | [removed: 1] [added: 4] | | % | | | | [removed: 772] [added: 832] | | | | | | [removed: 733] [added: 772] | | | | | | [removed: 5] [added: 8] | | % | | | | [removed: 2,139] [added: 2,219] | | | | | | [removed: 2,047] [added: 2,139] | | | | | | 4 | | % |

| *Forest Products* | | | [removed: 292] [added: 272] | | | | | | [removed: 282] [added: 292] | | | | | | [removed: 4] [added: (7)] | | % | | | | [removed: 1,047] [added: 975] | | | | | | [removed: 1,012] [added: 1,047] | | | | | | [removed: 3] [added: (7)] | | % | | | | [removed: 3,586] [added: 3,585] | | | | | | [removed: 3,589] [added: 3,586] | | | | | | — | | % |

| *Metals and Equipment* | | | 265 | | | | | | [removed: 284] [added: 265] | | | | | | [removed: (7)] [added: —] | | % | | | | [removed: 859] [added: 869] | | | | | | [removed: 917] [added: 859] | | | | | | [removed: (6)] [added: 1] | | % | | | | [removed: 3,242] [added: 3,279] | | | | | | [removed: 3,229] [added: 3,242] | | | | | | [removed: —] [added: 1] | | % |

| *Fertilizers* | | | [removed: 186] [added: 190] | | | | | | [removed: 199] [added: 186] | | | | | | [removed: (7)] [added: 2] | | % | | | | [removed: 505] [added: 521] | | | | | | [removed: 516] [added: 505] | | | | | | [removed: (2)] [added: 3] | | % | | | | [removed: 2,715] [added: 2,742] | | | | | | [removed: 2,593] [added: 2,715] | | | | | | [removed: 5] [added: 1] | | % |

| Total Merchandise | | | [removed: 2,648] [added: 2,594] | | | | | | [removed: 2,621] [added: 2,648] | | | | | | [removed: 1] [added: (2)] | | % | | | | [removed: 8,903] [added: 8,773] | | | | | | [removed: 8,653] [added: 8,903] | | | | | | [removed: 3] [added: (1)] | | % | | | | [removed: 3,362] [added: 3,382] | | | | | | [removed: 3,301] [added: 3,362] | | | | | | [removed: 2] [added: 1] | | % |

| Intermodal | | | [removed: 2,893] [added: 2,995] | | | | | | [removed: 2,766] [added: 2,893] | | | | | | [removed: 5] [added: 4] | | % | | | | [removed: 2,047] [added: 2,073] | | | | | | [removed: 2,060] [added: 2,047] | | | | | | [removed: (1)] [added: 1] | | % | | | | [removed: 708] [added: 692] | | | | | | [removed: 745] [added: 708] | | | | | | [removed: (5)] [added: (2)] | | % |

| Coal | | | [removed: 736] [added: 718] | | | | | | [removed: 755] [added: 736] | | | | | | [removed: (3)] [added: (2)] | | % | | | | [removed: 2,247] [added: 1,900] | | | | | | [removed: 2,484] [added: 2,247] | | | | | | [removed: (10)] [added: (15)] | | % | | | | [removed: 3,053] [added: 2,646] | | | | | | [removed: 3,290] [added: 3,053] | | | | | | [removed: (7)] [added: (13)] | | % |

| Trucking | | | — | | | | | | — | | | | | | — | | % | | | | [removed: 844] [added: 816] | | | | | | [removed: 882] [added: 844] | | | | | | [removed: (4)] [added: (3)] | | % | | | | — | | | | | | — | | | | | | — | | % |

| Other | | | — | | | | | | — | | | | | | — | | % | | | | [removed: 499] [added: 530] | | | | | | [removed: 578] [added: 499] | | | | | | [removed: (14)] [added: 6] | | % | | | | — | | | | | | — | | | | | | — | | % |

| Total | | | [removed: 6,277] [added: 6,307] | | | | | | [removed: 6,142] [added: 6,277] | | | | | | [removed: *2*] [added: *—*] | | *%* | | | | $ | [removed: 14,540] [added: 14,092] | | | | | $ | [removed: 14,657] [added: 14,540] | | | | | [removed: *(1)*] [added: *(3)*] | | *%* | | | | $ | [removed: 2,316] [added: 2,234] | | | | | $ | [removed: 2,386] [added: 2,316] | | | | | [removed: *(3)*] [added: *(4)*] | | *%* |

2025 HIGHLIGHTS

| Revenue | | | $ | 14,092 | | | | | $ | 14,540 | | | | | *$* | *(448)* | | | | | *(3)* | | *%* | | | |

Minerals - Increased primarily due to higher shipments of aggregates and cement.

Forest Products – Decreased due to lower shipments of building products, as well as lower shipments of pulp and paper products which includes the impact of both temporary outages and customer plant closures.

Metals and Equipment - Increased scrap shipments were offset by lower aluminum and steel shipments, which includes the impact of plant closures, as well as lower equipment shipments.

Export coal decreased due to lower shipments of metallurgical and thermal coal, which includes the impacts from outages at customer facilities.

Other revenue was $31 million higher primarily due to increased carload demurrage.

- Employee separation costs increased $51 million.

- An increase of $14 million was due to higher incentive compensation costs, driven mostly by downward accrual adjustments in the prior year.

- A decrease of $47 million was due to the impacts of lower rail headcount and overtime.

- Net other costs increased $12 million primarily due to higher trucking headcount, including the impacts from acquiring previously independent affiliates, partially offset by other non-significant net decreases.

- An increase of $53 million was due to the effects of network disruptions and congestion, primarily driven by work on the Howard Street tunnel and severe winter weather.

These impacts include rerouting costs.

- An increase of $42 million was due to higher casualty costs related to trucking and higher derailment costs.

- Prior year results included $35 million for a favorable legal settlement and an insurance recovery.

- An increase of $25 million was due to higher net unfavorable inventory adjustments and technology impairments compared to the prior year.

- An increase of $21 million was due to advisory expenses and technology contract restructuring costs.

- All other costs decreased $4 million as efficiency savings and trucking savings from affiliate conversions were largely offset by the impact of inflation, higher property taxes, and other net increases.

Depreciation expense increased $22 million primarily due to increases to the asset base, partially offset by asset retirements and impairments.

Other income decreased $50 million primarily due to lower interest income and lower net pension benefit credits.

This is a significant item that is not considered indicative of future financial trends.

| | | | | | | Year Ended Dec. 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| GAAP Operating Results | | | | | | $ | 4,521 | | | | | 32.1 | | % | | | | $ | 2,889 | | | | | $ | 1.54 | |

| Goodwill Impairment | | | | | | 164 | | | | | | 1.1 | | | | | | 124 | | | | | | 0.07 | | |

| Adjusted Operating Results (non-GAAP) | | | | | | $ | 4,685 | | | | | 33.2 | | % | | | | $ | 3,013 | | | | | $ | 1.61 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(Dollars in millions, except per share amounts)* | | | | | | Operating Income | | | | | | Operating Margin | | | | | | Net Earnings | | | | | | Net Earnings Per Share, Assuming Dilution | | |

*(c) Non-interest bearing liabilities represents all liabilities excluding debt, long-term lease liabilities, and commercial paper ($75 million of commercial paper was outstanding in other current liabilities as of June 30, 2025, and none outstanding in any other period).*

FCF before dividends decreased $995 million year-over-year to $1.8 billion primarily due to lower net earnings and the payment of $429 million of previously-postponed federal and state taxes related to the 2024 tax year.

Other year-over-year decreases resulting from higher property additions, including approximately $470 million related to rebuilding the Blue Ridge subdivision, as well as a $96 million prepayment for locomotive maintenance services were partially offset by the impact of bonus depreciation and other changes in working capital.

Related to tax payments, no 2025 taxes were postponed, but 2024 results included the payment of $387 million of previously-postponed taxes related to the 2023 tax year, offset by postponement of $429 million of taxes related to the 2024 tax year.

| | | | 2025 | | | | | | 2024 | | | | | | | | |

Compared to 2024, velocity improved by 1% and dwell was flat.

Carload trip plan performance decreased 1% and intermodal trip plan performance was flat relative to 2024.

In 2025, the Company generated $634 million less cash from operating activities compared to prior year, primarily driven by lower cash-generating net earnings, the payment of $429 million of previously postponed taxes with no postponements available in 2025, and a $96 million prepayment for locomotive maintenance services.

These decreases were partially offset by the impact of bonus depreciation and other changes in working capital.

In 2024, the payment of $387 million of previously-postponed taxes related to the 2023 tax year was more than offset by postponement of $429 million of taxes related to the 2024 tax year.

The $1.0 billion decrease in net spending on financing activities compared to the prior year was driven by fewer share repurchases and higher proceeds from the issuance of long-term debt.

Planned capital investments for 2026 are expected to be less than $2.4 billion.

CSX CORPORATION

PART II

2024 HIGHLIGHTS

The Company revised certain prior period financial statements for misstatements between the balance sheet and expense that were determined to be immaterial to previously issued financial statements.

See *Note 20, Revision of Prior Period Financial Statements* in Item 8 of this Form 10-K.

| Revenue | | | $ | 14,540 | | | | | $ | 14,657 | | | | | *$* | *(117)* | | | | | *(1)* | | *%* | | | |

| Gains on Property Dispositions | | | (11) | | | | | | (34) | | | | | | *(23)* | | | | | | *(68)* | | | | | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

*NM - "Not Meaningful"*

Minerals - Increased due to higher shipments of cement, partially offset by lower shipments of aggregates.

Forest Products – Increased due to higher shipments of pulpboard, paper, and building products.

Metals and Equipment - Decreased primarily due to lower steel and scrap shipments.

Export coal increased due to higher shipments of metallurgical and thermal coal.

Other revenue was $79 million lower, primarily resulting from lower carload demurrage and other items.

- An increase of $62 million was due to the impacts of higher headcount and union employee vacation and sick benefits.

- Incentive compensation costs decreased $46 million primarily due to lower expected payouts.

- Net other costs increased by $1 million due to non-significant items.

- An increase of $17 million was due to impairments of technology and non-rail equipment, partially offset by prior year inventory adjustments.

- An increase of $17 million was due to higher operating support costs, which were primarily due to inflation and higher intermodal volumes.

These increases were partially offset by efficiency savings.

- All other costs increased $16 million as a result of $37 million lower insurance recoveries, other inflation impacts, and non-significant increases, which were partially offset by a $20 million favorable legal settlement and other cost savings.

Depreciation expense increased $51 million primarily due to a larger net asset base.

Gains on Property Dispositions decreased to $11 million in 2024 from $34 million in 2023.

Other income increased $3 million primarily due to increases in net pension benefit credits partially offset by lower income related to customer finance charges and a decrease in investment gains.

FCF before dividends decreased $561 million year-over-year to $2.8 billion primarily due to higher property additions and less cash from operating activities.

Cash from operating activities in 2024 includes the impact of $387 million of federal and state tax payments related to the 2023 tax year that were previously postponed under tax relief announcements for those impacted by Hurricane Idalia.

2024 results also reflect non-cash impacts of $429 million of federal and state tax payments postponed to 2025 under tax relief announcements for those impacted by the 2024 hurricane season.

Cash from operating activities in the prior year period includes the payment of $238 million for retroactive wages and bonuses, and associated taxes, related to finalized labor agreements.

| | | | 2024 (a) | | | | | | 2023 (a) | | | | | | | | |

*(a) Beginning second quarter 2023, all operations performance metrics include results from the network acquired from Pan Am.

The impact of including Pan Am data was insignificant.*

*(b) Effective January 1, 2024, safety metrics include results from the Pan Am network.

The impact was insignificant.*

Velocity improved by 2% while dwell increased by 10%, respectively, relative to 2023.

Carload trip plan performance decreased to 79% compared to 84%, while intermodal trip plan performance decreased to 91% compared to 95%, relative to 2023.

In 2024, the Company generated $267 million less cash from operating activities compared to prior year, primarily driven by the previously-discussed $387 million of federal and state tax payments related to the 2023 tax year.

The 2024 results also reflect lower cash-generating net earnings as well as non-cash impacts of $429 million of federal and state tax payments postponed to 2025, as previously discussed.

Cash from operating activities in the prior year includes the payment of $238 million for retroactive wages and bonuses, and associated taxes, related to finalized labor agreements.

The Company used $805 million less cash for financing activities compared to the prior year primarily due to lower share repurchases, partially offset by higher net debt repayments.

*(a) See Note 20, Revision of Prior Period Financial Statements.

Changes in interest rates no longer impact the fair value of the Company's forward starting interest rate swaps because they [removed: are] [added: were] fully settled [removed: as of 12/31/2024.][added: in 2024.]

The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to [removed: the] Secured Overnight Financing Rate ("SOFR") on a cumulative $250 million of fixed rate outstanding notes which are due in [removed: 2033.][added: 2055.]

As of December 31, [removed: 2024,] [added: 2025,] the cumulative fair value of these swaps was a [removed: $7] [added: $14] million asset.

As of December 31, [removed: 2024,] [added: 2025,] the cumulative fair value of these swaps was a [removed: $123] [added: $87] million liability.

As of December 31, [removed: 2024,] [added: 2025,] the potential change in fair value of fixed-to-floating interest rate swaps resulting from a hypothetical 10% change in interest rates would not be material.

[removed: Subsequent to 2024, the Company] [added: In 2025, CSX] entered into two fixed-to-floating interest rate swaps classified as fair value [removed: hedges in January 2025.][added: hedges.]

The swaps are designed to hedge 10 years of interest rate risk associated with market fluctuations attributable to [added: the] SOFR on a cumulative $250 million of fixed rate outstanding notes which are due in [removed: 2055.][added: 2033.]

[removed: The] [added: As of December 31, 2025, the] fair value of these swaps [removed: at inception is $0.][added: was a $9 million asset.]

As of December 31, [removed: 2024,] [added: 2025,] CSX had no floating rate notes outstanding.

The potential decrease in fair value of the Company's fixed rate long-term debt resulting from a hypothetical 10% increase in U.S. Treasury rates, or approximately [removed: 46] [added: 43] basis points, is estimated to be [removed: $756] [added: $757] million as of December 31, [removed: 2024,] [added: 2025,] and [removed: $730] [added: $756] million as of December 31, [removed: 2023.][added: 2024.]

CSX [removed: 2024] [added: 2025] Form 10-K p.50

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | | | | [removed: [52](#i5f5a8ae0a24b4e36bf21fc259e769b37_79)] [added: [51](#i6dc4a96495d74db6b71d807daa6db95a_79)] | | |

| Consolidated Income Statements for the Years Ended: | | | | | | [removed: [54](#i5f5a8ae0a24b4e36bf21fc259e769b37_82)] [added: [53](#i6dc4a96495d74db6b71d807daa6db95a_82)] | | |

| [added: December 31, 2022] | | | [removed: December 31, 2022] [added: $] | [added: 194] | | | | | [added: $ | 161 | | | | | $ | 81 | | | | | $ | 436 | |]

| Consolidated Comprehensive Income Statements for the Years Ended: | | | | | | [removed: [55](#i5f5a8ae0a24b4e36bf21fc259e769b37_85)] [added: [54](#i6dc4a96495d74db6b71d807daa6db95a_85)] | | |

| Consolidated Balance Sheets as of: | | | | | | [removed: [56](#i5f5a8ae0a24b4e36bf21fc259e769b37_88)] [added: [55](#i6dc4a96495d74db6b71d807daa6db95a_88)] | | |

| Consolidated Cash Flow Statements for Years Ended: | | | | | | [removed: [57](#i5f5a8ae0a24b4e36bf21fc259e769b37_91)] [added: [56](#i6dc4a96495d74db6b71d807daa6db95a_91)] | | |

| Consolidated Statements of Changes in Shareholders' Equity: | | | | | | [removed: [58](#i5f5a8ae0a24b4e36bf21fc259e769b37_94)] [added: [57](#i6dc4a96495d74db6b71d807daa6db95a_94)] | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [59](#i5f5a8ae0a24b4e36bf21fc259e769b37_97)] [added: [58](#i6dc4a96495d74db6b71d807daa6db95a_97)] | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.51

We have audited the accompanying consolidated balance sheets of CSX Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statements, comprehensive income statements, statements of changes in shareholders’ equity and cash flow statements for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2025] [added: 12, 2026] expressed an unqualified opinion thereon.

CSX [removed: 2024] [added: 2025] Form 10-K p.52

| *Description of the Matter* | | | As of December 31, [removed: 2024,] [added: 2025,] assets depreciated under the group-life method comprised 86% of total gross fixed assets of [removed: $52.2] [added: $53.8] billion. As discussed in Note 6 of the consolidated financial statements, the group-life method aggregates assets with similar lives and characteristics into groups and depreciates each of these groups as a whole. When using the group-life method, an underlying assumption is that each group of assets, as a whole, is used and depreciated to the end of the group’s recoverable life. The Company utilizes different depreciable asset categories to account for depreciation expense for the railroad assets that are depreciated under the group-life method. Under the group-life method, depreciation studies are conducted by a third-party specialist and analyzed by the Company’s management to review asset service [removed: lives, salvage values, accumulated depreciation] [added: lives] and [removed: other factors] [added: salvage values] related to [removed: group] [added: group-life] assets. Depreciation studies are performed every three years for equipment assets and every six years for road and track assets. [removed: In years when] [added: At least annually, management reviews and evaluates asset service lives and salvage values for appropriateness, which includes consideration of the most recent] depreciation studies [removed: are not performed, annual] [added: or] data reviews [removed: are] conducted by a third-party [removed: specialist and analyzed by the Company’s management to review the asset service lives.] [added: specialist.] For road and track assets and equipment assets, the most recent depreciation studies were performed in 2020 and [removed: 2022,] [added: 2025,] respectively. [removed: These studies were evaluated by the Company’s management in the current year through an annual data review.] Auditing depreciation expense for assets subject to the group-life method was complex [removed: and required the involvement of specialists] due to the nature of the methods used [removed: in the depreciation studies] to determine the [removed: useful] [added: asset] service lives and salvage values of the Company’s assets. These methods have [removed: a significant effect] [added: an impact] on depreciation expense. | | | | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process [removed: related] to [removed: the assessment of periodic depreciation studies] [added: review asset service lives] and [removed: annual data reviews of its] [added: salvage values related to] group-life assets. For example, we tested controls over management’s review of asset activity that could impact the estimated useful [removed: lives determined in the most recent depreciation studies of equipment and road and track assets.] [added: lives.] To test the [removed: estimated useful] [added: asset service] lives and salvage values of the Company’s group-life assets, we performed audit procedures that included, among others: [removed: obtaining the periodic depreciation studies] [added: evaluating management’s documentation to support its evaluation of asset service lives] and [removed: annual data reviews performed] [added: salvage values to assess if there have been any indicators there has been a material change; evaluating the information provided] by the Company’s third-party specialist and reviewed by management; [added: and] assessing the completeness and accuracy of the data provided by management to the third-party [removed: specialist; and including a specialist on our team to evaluate the methods used by the third-party specialist and reviewed by management in determining if any changes were necessary to the estimated useful lives and salvage values resulting from the annual data reviews. We] [added: specialist. Additionally, we] compared the assumptions used by management to those used throughout the industry and within other depreciation studies. We assessed the historical accuracy of management’s estimates via retrospective review and independently recalculated the current year depreciation rates. | | | | | | | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.53

| | | | [removed: 2024 (a)] [added: 2025] | | | | | | [removed: 2023 (a)] [added: 2024] | | | | | | [removed: 2022 (a)] [added: 2023] | | |

| Revenue | | | $ | [removed: 14,540] [added: 14,092] | | | | | $ | [removed: 14,657] [added: 14,540] | | | | | $ | [removed: 14,853] [added: 14,657] | |

| Labor and Fringe | | | [removed: 3,165] [added: 3,262] | | | | | | [removed: 3,052] [added: 3,165] | | | | | | [removed: 2,885] [added: 3,052] | | |

| Purchased Services and Other | | | [removed: 2,852] [added: 3,013] | | | | | | [removed: 2,802] [added: 2,841] | | | | | | [removed: 2,728] [added: 2,768] | | |

| Depreciation and Amortization | | | [removed: 1,658] [added: 1,680] | | | | | | [removed: 1,607] [added: 1,658] | | | | | | [removed: 1,502] [added: 1,607] | | |

| Fuel | | | [removed: 1,168] [added: 1,095] | | | | | | [removed: 1,377] [added: 1,168] | | | | | | [removed: 1,626] [added: 1,377] | | |

| Equipment and Other Rents | | | [removed: 355] [added: 357] | | | | | | [removed: 354] [added: 355] | | | | | | [removed: 396] [added: 354] | | |

| Goodwill Impairment (Note [removed: 19)] [added: 18)] | | | [removed: 108] [added: 164] | | | | | | [removed: —] [added: 108] | | | | | | — | | |

| Total Expense | | | [removed: 9,295] [added: 9,571] | | | | | | [removed: 9,158] [added: 9,295] | | | | | | [removed: 8,899] [added: 9,158] | | |

| Operating Income | | | [removed: 5,245] [added: 4,521] | | | | | | [removed: 5,499] [added: 5,245] | | | | | | [removed: 5,954] [added: 5,499] | | |

| Interest Expense | | | [removed: (832)] [added: (844)] | | | | | | [removed: (809)] [added: (832)] | | | | | | [removed: (742)] [added: (809)] | | |

| Other Income - Net (Note 14) | | | [removed: 142] [added: 92] | | | | | | [removed: 139] [added: 142] | | | | | | [removed: 133] [added: 139] | | |

| Earnings Before Income Taxes | | | [removed: 4,555] [added: 3,769] | | | | | | [removed: 4,829] [added: 4,555] | | | | | | [removed: 5,345] [added: 4,829] | | |

CSX 2025 Form 10-K p.49

| | | | December 31, 2025 | | | | | |

| | | | December 31, 2025 | | | | | |

| | | | December 31, 2025 | | | | | |

Certain prior year data has been reclassified to conform to the current presentation.

| | | | 2025 | | | | | | 2024 | | |

| Interest Payable | | | 170 | | | | | | 172 | | |

Certain prior year data has been reclassified to conform to the current presentation.

| Depreciation and Amortization | | | 1,680 | | | | | | 1,658 | | | | | | 1,607 | | |

Certain prior year data has been reclassified to conform to the current presentation.

| Share Repurchases | | | (44,459) | | | | | | (44) | | | (1,332) | | | — | | | — | | | (1,376) | | |

| Excise Tax on Net Share Repurchases | | | — | | | | | | — | | | (12) | | | — | | | — | | | (12) | | |

| Other | | | 3,928 | | | | | | 106 | | | (1) | | | — | | | — | | | 105 | | |

| December 31, 2025 | | | 1,859,659 | | | $ | | | 2,808 | | | $ | 10,560 | | $ | (213) | | $ | 5 | | $ | 13,160 | |

See Note 12, Income Taxes.

In September 2025, the FASB issued ASU 2025-06, *Targeted Improvements to the Accounting for Internal-Use Software.* This standard update modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized.

This guidance is effective beginning first quarter 2028, though early adoption is permitted, and can be applied using a prospective, retrospective, or modified transition approach.

In December 2025, the FASB issued ASU 2025-10, *Accounting for Government Grants by Business Entities.* This standard establishes the accounting for government grants received by a business entity, including guidance for both grants related to an asset and grants related to income.

This guidance is effective beginning first quarter 2029, though early adoption is permitted, and can be applied using a modified prospective, modified retrospective, or full retrospective transition approach.

The Company is currently evaluating the impact of this guidance but does not anticipate that adoption will have a material impact on the Company's results of operations or financial position.

| Net Earnings | | | $ | 2,889 | | | | | $ | 3,470 | | | | | $ | 3,668 | |

*(a) Excise tax payments made in 2025 were related to share repurchases in 2024.

Performance unit grants were valued using the following weighted-average assumptions:

| Granted | | | 852 | | | | | | 34.02 | | |

| Forfeited | | | (325) | | | | | | 35.42 | | |

| Vested | | | (652) | | | | | | 32.55 | | |

| Unvested at December 31, 2025 | | | 1,154 | | | | | | $ | 36.10 | |

| Granted | | | 1,785 | | | | | | 33.93 | | | | | | | | | | | | | | |

| Forfeited | | | (456) | | | | | | 34.38 | | | | | | | | | | | | | | |

| Exercised | | | (1,131) | | | | | | 18.90 | | | | | | | | | | | | | | |

| Outstanding at December 31, 2025 | | | 9,729 | | | | | | $ | 29.26 | | | | | 5.3 | | | | | | $ | 68 | |

| Exercisable at December 31, 2025 | | | 7,195 | | | | | | $ | 27.46 | | | | | 4.6 | | | | | | $ | 63 | |

| Granted | | | 801 | | | | | | 33.16 | | |

| Forfeited | | | (165) | | | | | | 34.10 | | |

| Vested | | | (1,151) | | | | | | 33.55 | | |

| Unvested at December 31, 2025 | | | 1,475 | | | | | | $ | 33.91 | |

Other Awards

Awards are periodically granted outside of the annual LTIP program, subject to approval by the Board of Directors, Compensation and Talent Management Committee, or Chief Executive Officer ("CEO") as appropriate.

During 2025, 2024, and 2023, awards outside of the annual LTIP program were granted to certain management employees other than senior executives and were not material.

| Payments | | | (62) | | | | | | (27) | | | | | | (93) | | | | | | (182) | | |

CSX CORPORATION

PART II

Item 8.

Financial Statements and Supplementary Data

| | | | December 31, 2023 | | | | | |

February 27, 2025

| | | | | | | | | | | | | | | | | | |

| Gains on Property Dispositions | | | (11) | | | | | | (34) | | | | | | (238) | | |

*(a) See Note 20, Revision of Prior Period Financial Statements.*

| Issuance of Common Stock as Consideration for Acquisition | | | $ | — | | | | | $ | — | | | | | $ | 422 | |

| December 31, 2021 | | | 2,201,787 | | | $ | | | 2,268 | | | $ | 11,549 | | $ | (376) | | $ | 10 | | $ | 13,451 | |

| Share Repurchases | | | (151,419) | | | | | | (151) | | | (4,580) | | | — | | | — | | | (4,731) | | |

| Issuance of Common Stock for Acquisition of Pan Am Systems, Inc. | | | 13,173 | | | | | | 422 | | | — | | | — | | | — | | | 422 | | |

| Other | | | 2,826 | | | | | | 101 | | | (2) | | | — | | | — | | | 99 | | |

On June 1, 2022, CSX completed its acquisition of Pan Am Systems, Inc. (“Pan Am”), which is the parent company of Pan Am Railways, Inc. This acquisition expands CSXT’s reach in the Northeastern United States.

For further details, refer to Note 17, *Business Combinations.*

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, *Improvements to Reportable Segment Disclosures*.

This standard update requires additional interim and annual disclosures about a reportable segment’s expenses, even for companies with only one reportable segment.

See Note 18, *Segment Reporting and Significant Expenses.*

Revision of Prior Period Financial Statements

During second quarter 2024, CSX completed a review of the accounting treatment for engineering scrap and certain engineering support labor and identified misstatements between the balance sheet and operating expense in previously issued financial statements.

The Company determined the impacts of these misstatement were immaterial to the financial statements for all prior periods identified.

For comparative purposes, the Company has made corrections to the consolidated financial statements and applicable notes for the prior periods presented in this Form 10-K.

See Note 20, *Revision of Prior Period Financial Statements,* for additional information and quantification of prior period restatement impacts.

This number is different from outstanding stock options, which is included in Note 4, *Stock Plans and Share-Based Compensation*, because it is offset by shares CSX could repurchase using the proceeds from these hypothetical exercises to obtain the common stock equivalent.

*Dividend Increase*

On February 12, 2025, the Company's Board of Directors authorized an 8% increase in the quarterly cash dividend to $0.13 per common share effective March 2025.

Grants were made in performance units, with each unit being equivalent to one share of CSX common stock, and payouts will be made in CSX common stock.

| Unvested at December 31, 2023 | | | 1,321 | | | | | | $ | 32.65 | |

| Granted | | | 615 | | | | | | 38.66 | | |

| Forfeited | | | (30) | | | | | | 33.95 | | |

| Vested | | | (627) | | | | | | 35.33 | | |

| Outstanding at December 31, 2023 | | | 12,094 | | | | | | $ | 25.04 | | | | | | | | | | | | | |

| Granted | | | 1,068 | | | | | | 36.73 | | | | | | | | | | | | | | |

| Forfeited | | | (74) | | | | | | 24.49 | | | | | | | | | | | | | | |

| Exercised | | | (3,557) | | | | | | 22.33 | | | | | | | | | | | | | | |

| Exercisable at December 31, 2024 | | | 7,161 | | | | | | $ | 25.00 | | | | | 4.9 | | | | | | $ | 55 | |

| Unvested at December 31, 2023 | | | 2,029 | | | | | | $ | 31.70 | |

| Granted | | | 748 | | | | | | 36.86 | | |

| Forfeited | | | (43) | | | | | | 34.01 | | |

CSXT also serves thousands of production and distribution facilities through track connections with other Class I railroads and [removed: more than 240] [added: approximately 250] short-line and regional railroads.

When this operating model is executed effectively, the Company competes for [removed: an increased share of] [added: additional business in] the U.S. freight market.

CSX [removed: 2024] [added: 2025] Form 10-K p.3

During [removed: 2024,] [added: 2025,] the Company's services generated [removed: $14.5] [added: $14.1] billion of revenue and served four primary lines of business: merchandise, intermodal, coal and trucking.

- The merchandise business shipped 2.6 million carloads [removed: (42%] [added: (41%] of volume) and generated [removed: $8.9] [added: $8.8] billion in revenue [removed: (61%] [added: (62%] of revenue) in [removed: 2024.][added: 2025.]

- The intermodal business shipped [removed: 2.9] [added: 3.0] million units [removed: (46%] [added: (48%] of volume) and generated [removed: $2.0] [added: $2.1] billion in revenue [removed: (14%] [added: (15%] of revenue) in [removed: 2024.][added: 2025.]

- The coal business shipped [removed: 736] [added: 718] thousand carloads [removed: (12%] [added: (11%] of volume) and generated [removed: $2.2] [added: $1.9] billion in revenue [removed: (15%] [added: (13%] of revenue) in [removed: 2024.][added: 2025.]

- The trucking business generated [removed: $844] [added: $816] million, or 6%, of revenue in [removed: 2024.][added: 2025.]

Other revenue accounted for 4% of the Company’s total revenue in [removed: 2024.][added: 2025.]

The Company had [removed: more than 23,500] [added: approximately 23,000] employees as of December [removed: 2024,] [added: 2025,] which includes approximately [removed: 17,500] [added: 16,900] employees that are members of a rail labor [removed: union.][added: union and covered by national agreements with the Class I railroads or CSX-specific agreements.]

[removed: Collective] [added: The remaining unionized employees are covered under previous] agreements [added: while negotiations take place since collective agreements] under the Railway Labor Act do not expire, but continue until [removed: amended.][added: amended or replaced.]

As of the date of this filing, new [removed: labor] agreements [added: with an effective date of January 1, 2025,] have been fully ratified by [removed: seven unions] [added: most unions,] representing [removed: approximately 40%] [added: nearly 75%] of the Company's unionized workforce.

The FRA Personal Injury Frequency Index, a measure of the number of FRA-reportable injuries per 200,000 man-hours, was [removed: 1.19] [added: 0.94] in [removed: 2024] [added: 2025] and [removed: 0.94] [added: 1.23] in [removed: 2023.][added: 2024.]

CSX [removed: 2024] [added: 2025] Form 10-K p.4

The Compensation and Talent Management Committee of the Board of Directors is [removed: charged with] [added: responsible for the] oversight of [removed: CSX's workforce.][added: the Company's workforce and human capital management processes.]

The Company is committed to developing a culture that promotes workforce [removed: diversity and inclusion] [added: satisfaction] and [removed: encourages] [added: expects] ethical behavior.

CSX [removed: 2024] [added: 2025] Form 10-K p.5

For additional information concerning business conducted by the Company during [removed: 2024,] [added: 2025,] see Item 7.

CSX [removed: 2024] [added: 2025] Form 10-K p.6

During 2025, Norfolk Southern Railway entered into an agreement to merge with Union Pacific Railroad to form the nation's only transcontinental rail network, which requires the approval of the Surface Transportation Board.

On June 1, 2022, CSX completed its acquisition of Pan Am Systems, Inc. (“Pan Am”), which is the parent company of Pan Am Railways, Inc. This acquisition expanded CSXT’s reach in the Northeastern United States.

For further details, refer to Note 17, *Business Combinations.*

There are 12 rail unions at CSX that participate in national bargaining.

As of December 2, 2022, all of these rail unions were covered by national agreements with the Class I railroads and CSX-specific agreements that remained in effect through December 31, 2024.

Prior to the 2022 agreements becoming amendable, CSX worked with several major rail unions on new five-year labor agreements.

As of December 31, 2024, approximately 22% of CSX's overall workforce and 35% of management was diverse, calculated as the percentage of males of color and all females.

In 2024, CSX was recognized as a “Best Place to Work for Disability Inclusion” by Disability:IN and the American Association of People with Disabilities for a sixth consecutive year after receiving a top score on their disability equality index.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

On June 30, [removed: 2024] [added: 2025] (which is the last day of the second quarter and the required date to use), the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately [removed: $65] [added: $61] billion (based on the close price as reported on the NASDAQ National Market System on such date).

There were [removed: 1,894,616,582] [added: 1,859,556,799] shares of Common Stock outstanding on January 31, [removed: 2025] [added: 2026] (the latest practicable date that is closest to the filing date).

Portions of the Registrant’s Definitive Proxy Statement (the “Proxy Statement”) to be filed no later than 120 days after the end of the fiscal year with respect to its [removed: 2025] [added: 2026] annual meeting of shareholders.

CSX [removed: 2024] [added: 2025] Form 10-K p.1

| | | | [1A. Risk [removed: Factors](#i5f5a8ae0a24b4e36bf21fc259e769b37_13)] [added: Factors](#i6dc4a96495d74db6b71d807daa6db95a_13)] | | | | | | | | | [removed: [7](#i5f5a8ae0a24b4e36bf21fc259e769b37_13)] [added: [7](#i6dc4a96495d74db6b71d807daa6db95a_13)] | | |

| | | | [1B. Unresolved Staff [removed: Comments](#i5f5a8ae0a24b4e36bf21fc259e769b37_16)] [added: Comments](#i6dc4a96495d74db6b71d807daa6db95a_16)] | | | | | | | | | [removed: [13](#i5f5a8ae0a24b4e36bf21fc259e769b37_16)] [added: [13](#i6dc4a96495d74db6b71d807daa6db95a_16)] | | |

| | | | [1C. [removed: Cybersecurity](#i5f5a8ae0a24b4e36bf21fc259e769b37_19)] [added: Cybersecurity](#i6dc4a96495d74db6b71d807daa6db95a_19)] | | | | | | | | | [removed: [14](#i5f5a8ae0a24b4e36bf21fc259e769b37_19)] [added: [14](#i6dc4a96495d74db6b71d807daa6db95a_19)] | | |

| 3. | | | [Legal [removed: Proceedings](#i5f5a8ae0a24b4e36bf21fc259e769b37_25)] [added: Proceedings](#i6dc4a96495d74db6b71d807daa6db95a_25)] | | | | | | | | | [removed: [20](#i5f5a8ae0a24b4e36bf21fc259e769b37_25)] [added: [20](#i6dc4a96495d74db6b71d807daa6db95a_25)] | | |

| 4. | | | [Mine Safety [removed: Disclosures](#i5f5a8ae0a24b4e36bf21fc259e769b37_28)] [added: Disclosures](#i6dc4a96495d74db6b71d807daa6db95a_28)] | | | | | | | | | [removed: [20](#i5f5a8ae0a24b4e36bf21fc259e769b37_28)] [added: [20](#i6dc4a96495d74db6b71d807daa6db95a_28)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i5f5a8ae0a24b4e36bf21fc259e769b37_31)] [added: Registrant](#i6dc4a96495d74db6b71d807daa6db95a_31)] | | | | | | | | | [removed: [21](#i5f5a8ae0a24b4e36bf21fc259e769b37_31)] [added: [21](#i6dc4a96495d74db6b71d807daa6db95a_31)] | | |

| 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5f5a8ae0a24b4e36bf21fc259e769b37_34)] [added: Securities](#i6dc4a96495d74db6b71d807daa6db95a_34)] | | | | | | | | | [removed: [23](#i5f5a8ae0a24b4e36bf21fc259e769b37_34)] [added: [23](#i6dc4a96495d74db6b71d807daa6db95a_34)] | | |

| 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5f5a8ae0a24b4e36bf21fc259e769b37_40)] [added: Operations](#i6dc4a96495d74db6b71d807daa6db95a_40)] | | | | | | | | | [removed: [26](#i5f5a8ae0a24b4e36bf21fc259e769b37_40)] [added: [26](#i6dc4a96495d74db6b71d807daa6db95a_40)] | | |

| | | | | | | | | | [· Terms Used by [removed: CSX](#i5f5a8ae0a24b4e36bf21fc259e769b37_43)] [added: CSX](#i6dc4a96495d74db6b71d807daa6db95a_43)] | | | [removed: [26](#i5f5a8ae0a24b4e36bf21fc259e769b37_43)] [added: [26](#i6dc4a96495d74db6b71d807daa6db95a_43)] | | |

| | | | | | | | | | [· [removed: 202](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)[4](#i5f5a8ae0a24b4e36bf21fc259e769b37_46) [Highlights](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)] [added: 202](#i6dc4a96495d74db6b71d807daa6db95a_46)[5](#i6dc4a96495d74db6b71d807daa6db95a_46) [Highlights](#i6dc4a96495d74db6b71d807daa6db95a_46)] | | | [removed: [28](#i5f5a8ae0a24b4e36bf21fc259e769b37_46)] [added: [28](#i6dc4a96495d74db6b71d807daa6db95a_46)] | | |

| | | | | | | | | | · [Results of [removed: Operations](#i5f5a8ae0a24b4e36bf21fc259e769b37_49)] [added: Operations](#i6dc4a96495d74db6b71d807daa6db95a_49)] | | | [removed: [28](#i5f5a8ae0a24b4e36bf21fc259e769b37_49)] [added: [28](#i6dc4a96495d74db6b71d807daa6db95a_49)] | | |

| | | | | | | | | | · [Liquidity and Capital [removed: Resources](#i5f5a8ae0a24b4e36bf21fc259e769b37_58)] [added: Resources](#i6dc4a96495d74db6b71d807daa6db95a_58)] | | | [removed: [38](#i5f5a8ae0a24b4e36bf21fc259e769b37_58)] [added: [38](#i6dc4a96495d74db6b71d807daa6db95a_58)] | | |

| | | | | | | | | | [· Contractual Obligations, Other Commitments and Off-Balance Sheet [removed: Arrangements](#i5f5a8ae0a24b4e36bf21fc259e769b37_61)] [added: Arrangements](#i6dc4a96495d74db6b71d807daa6db95a_61)] | | | [removed: [43](#i5f5a8ae0a24b4e36bf21fc259e769b37_61)] [added: [42](#i6dc4a96495d74db6b71d807daa6db95a_61)] | | |

| | | | | | | | | | [· Labor [removed: Agreements](#i5f5a8ae0a24b4e36bf21fc259e769b37_64)] [added: Agreements](#i6dc4a96495d74db6b71d807daa6db95a_64)] | | | [removed: [43](#i5f5a8ae0a24b4e36bf21fc259e769b37_64)] [added: [42](#i6dc4a96495d74db6b71d807daa6db95a_64)] | | |

| | | | | | | | | | [· Critical Accounting [removed: Estimates](#i5f5a8ae0a24b4e36bf21fc259e769b37_67)] [added: Estimates](#i6dc4a96495d74db6b71d807daa6db95a_67)] | | | [removed: [44](#i5f5a8ae0a24b4e36bf21fc259e769b37_67)] [added: [43](#i6dc4a96495d74db6b71d807daa6db95a_67)] | | |

| | | | | | | | | | [· Forward-Looking [removed: Statements](#i5f5a8ae0a24b4e36bf21fc259e769b37_70)] [added: Statements](#i6dc4a96495d74db6b71d807daa6db95a_70)] | | | [removed: [48](#i5f5a8ae0a24b4e36bf21fc259e769b37_70)] [added: [47](#i6dc4a96495d74db6b71d807daa6db95a_70)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i5f5a8ae0a24b4e36bf21fc259e769b37_73)] [added: Risk](#i6dc4a96495d74db6b71d807daa6db95a_73)] | | | | | | | | | [removed: [50](#i5f5a8ae0a24b4e36bf21fc259e769b37_73)] [added: [49](#i6dc4a96495d74db6b71d807daa6db95a_73)] | | |

| 8. | | | [Financial Statements and Supplementary [removed: Data](#i5f5a8ae0a24b4e36bf21fc259e769b37_76)] [added: Data](#i6dc4a96495d74db6b71d807daa6db95a_76)] | | | | | | | | | [removed: [51](#i5f5a8ae0a24b4e36bf21fc259e769b37_76)] [added: [50](#i6dc4a96495d74db6b71d807daa6db95a_76)] | | |

| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5f5a8ae0a24b4e36bf21fc259e769b37_154)] [added: Disclosure](#i6dc4a96495d74db6b71d807daa6db95a_163)] | | | | | | | | | [removed: [127](#i5f5a8ae0a24b4e36bf21fc259e769b37_154)] [added: [118](#i6dc4a96495d74db6b71d807daa6db95a_163)] | | |

| 9A. | | | [Controls and [removed: Procedures](#i5f5a8ae0a24b4e36bf21fc259e769b37_157)] [added: Procedures](#i6dc4a96495d74db6b71d807daa6db95a_166)] | | | | | | | | | [removed: [127](#i5f5a8ae0a24b4e36bf21fc259e769b37_157)] [added: [118](#i6dc4a96495d74db6b71d807daa6db95a_166)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5f5a8ae0a24b4e36bf21fc259e769b37_166)] [added: Inspections](#i6dc4a96495d74db6b71d807daa6db95a_175)] | | | | | | | | | [removed: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_166)] [added: [121](#i6dc4a96495d74db6b71d807daa6db95a_175)] | | |

| 10. | | | [Directors, Executive Officers of the Registrant and Corporate [removed: Governance](#i5f5a8ae0a24b4e36bf21fc259e769b37_169)] [added: Governance](#i6dc4a96495d74db6b71d807daa6db95a_178)] | | | | | | | | | [removed: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_169)] [added: [121](#i6dc4a96495d74db6b71d807daa6db95a_178)] | | |

| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5f5a8ae0a24b4e36bf21fc259e769b37_175)] [added: Matters](#i6dc4a96495d74db6b71d807daa6db95a_184)] | | | | | | | | | [removed: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_175)] [added: [121](#i6dc4a96495d74db6b71d807daa6db95a_184)] | | |

| 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5f5a8ae0a24b4e36bf21fc259e769b37_178)] [added: Independence](#i6dc4a96495d74db6b71d807daa6db95a_187)] | | | | | | | | | [removed: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_178)] [added: [121](#i6dc4a96495d74db6b71d807daa6db95a_187)] | | |

| 14. | | | [Principal Accounting Fees and [removed: Services](#i5f5a8ae0a24b4e36bf21fc259e769b37_181)] [added: Services](#i6dc4a96495d74db6b71d807daa6db95a_190)] | | | | | | | | | [removed: [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_181)] [added: [121](#i6dc4a96495d74db6b71d807daa6db95a_190)] | | |

| 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i5f5a8ae0a24b4e36bf21fc259e769b37_184)] [added: Schedules](#i6dc4a96495d74db6b71d807daa6db95a_193)] | | | | | | | | | [removed: [131](#i5f5a8ae0a24b4e36bf21fc259e769b37_184)] [added: [122](#i6dc4a96495d74db6b71d807daa6db95a_193)] | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.2

(☐)

(☐)

| 1. | | | [Business](#i6dc4a96495d74db6b71d807daa6db95a_10) | | | | | | | | | [3](#i6dc4a96495d74db6b71d807daa6db95a_10) | | |

| 2. | | | [Properties](#i6dc4a96495d74db6b71d807daa6db95a_22) | | | | | | | | | [16](#i6dc4a96495d74db6b71d807daa6db95a_22) | | |

| 6. | | | [Reserved](#i6dc4a96495d74db6b71d807daa6db95a_37) | | | | | | | | | [25](#i6dc4a96495d74db6b71d807daa6db95a_37) | | |

| 9B. | | | [Other Information](#i6dc4a96495d74db6b71d807daa6db95a_169) | | | | | | | | | [121](#i6dc4a96495d74db6b71d807daa6db95a_169) | | |

| 11. | | | [Executive Compensation](#i6dc4a96495d74db6b71d807daa6db95a_181) | | | | | | | | | [121](#i6dc4a96495d74db6b71d807daa6db95a_181) | | |

| [Signatures](#i6dc4a96495d74db6b71d807daa6db95a_196) | | | | | | | | | | | | [127](#i6dc4a96495d74db6b71d807daa6db95a_196) | | |

(☒)

| 1. | | | [Business](#i5f5a8ae0a24b4e36bf21fc259e769b37_10) | | | | | | | | | [3](#i5f5a8ae0a24b4e36bf21fc259e769b37_10) | | |

| 2. | | | [Properties](#i5f5a8ae0a24b4e36bf21fc259e769b37_22) | | | | | | | | | [16](#i5f5a8ae0a24b4e36bf21fc259e769b37_22) | | |

| 6. | | | [Reserved](#i5f5a8ae0a24b4e36bf21fc259e769b37_37) | | | | | | | | | [25](#i5f5a8ae0a24b4e36bf21fc259e769b37_37) | | |

| 9B. | | | [Other Information](#i5f5a8ae0a24b4e36bf21fc259e769b37_160) | | | | | | | | | [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_160) | | |

| 11. | | | [Executive Compensation](#i5f5a8ae0a24b4e36bf21fc259e769b37_172) | | | | | | | | | [130](#i5f5a8ae0a24b4e36bf21fc259e769b37_172) | | |

| [Signatures](#i5f5a8ae0a24b4e36bf21fc259e769b37_187) | | | | | | | | | | | | [135](#i5f5a8ae0a24b4e36bf21fc259e769b37_187) | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.13

As appropriate, the Company requires certain third-party providers to complete a cybersecurity questionnaire, to provide Service Organization Control assessment results, [removed: if] [added: when] such results exist, or to agree to contractual language regarding cybersecurity and incident notification obligations in agreements with the company.

CSX [removed: 2024] [added: 2025] Form 10-K p.14

The cybersecurity program and related risks at CSX are managed by the [removed: VP Technology] [added: Assistant Vice President of Cloud Infrastructure Platforms] and CISO.

Additionally, a cybersecurity governance briefing takes place [removed: quarterly] [added: at least semiannually] with leaders from the Company's technology, operations, commercial, legal, and accounting departments to discuss cybersecurity risks, threats, and incidents, [removed: including] [added: as well as] updates from the SOC and an assessment of ways to mitigate and remediate any threats or incidents the Company may be facing.

The Audit Committee periodically reviews assessments of information security controls and procedures, any incidents that could have a potentially significant impact on the company’s network, [removed: as well as] [added: and] potential cybersecurity risk disclosures.

The Company's senior leadership team briefs the Audit Committee and Board of Directors at least annually on information technology and cybersecurity matters, [removed: including] [added: with] more frequent updates as circumstances warrant.

Such annual updates include significant findings or [removed: updates by] [added: other information from] internal or external evaluations.

CSX [removed: 2024] [added: 2025] Form 10-K p.15

The Company's CISO has over 29 years of industry experience including administration of military command and control systems, infrastructure platforms, process governance, and security architecture.

The CISO is supported by a team of dedicated cybersecurity professionals as well as various resources from a Managed Security Service Provider.

The Company's CISO is a Certified Information Systems Auditor with over 30 years of industry experience including information security leadership positions at multiple publicly-traded companies.

The CISO is supported by a team that includes the SOC, which consists of the Deputy Chief Information Security Officer ("Deputy CISO") and other cybersecurity professionals as well as a team of third-party contractors.

The Deputy CISO has over 20 years of industry experience including federal cyber law enforcement.

CSXT’s track structure includes mainline track, [removed: connecting] [added: which connects] terminals and yards, track within terminals and switching yards, sidings used for passing trains, track connecting CSXT's track to customer locations and turnouts that divert trains from one track to another.

At December [removed: 2024,] [added: 2025,] the breakdown of track miles was as follows:

| Single Mainline Track | | | [removed: 19,773] [added: 19,739] | | |

| Other Mainline Track | | | [removed: 5,649] [added: 5,648] | | |

| Terminals and Switching Yards | | | [removed: 9,227] [added: 9,243] | | |

| Passing Sidings and Turnouts | | | [removed: 890] [added: 888] | | |

The Company’s largest yards and terminals based on [removed: 2024] [added: 2025] volume (number of railcars or intermodal containers processed) are listed below.

| Bedford Park Intermodal Terminal (Chicago) | | | [removed: 899,537] [added: 894,084] | | |

| Selkirk, NY | | | [removed: 636,745] [added: 636,614] | | |

| Fairburn, GA Intermodal Terminal (Atlanta) | | | [removed: 414,598] [added: 479,207] | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.16

These engineering attributes permit the corridor to support high-speed service across intermodal, automotive and [added: other] merchandise commodities.

CSX [removed: 2024] [added: 2025] Form 10-K p.17

][added: 2026 (003).jpg](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-20251231_g2.jpg)]

CSX [removed: 2024] [added: 2025] Form 10-K p.18

As of December [removed: 2024,] [added: 2025,] CSXT owns [removed: or long-term leases] more than [removed: 3,500] [added: 3,400] locomotives.

Of owned locomotives, approximately [removed: 67%] [added: 70%] were in active service as of December 31, [removed: 2024,] [added: 2025,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2024,] [added: 2025,] CSXT’s fleet of owned [removed: or long-term leased] locomotives consisted of the following types:

| Auxiliary Units | | | [removed: 175] [added: 112] | | | | | | [removed: 5] [added: 3] | | % | | | | [removed: 31] [added: 32] | | |

| Total Locomotives | | | [removed: 3,514] [added: 3,470] | | | | | | 100 | | % | | | | [removed: 25] [added: 24] | | |

Of total owned and long-term leased equipment, approximately [removed: 90%] [added: 86%] was in active service as of December 31, [removed: 2024,] [added: 2025,] and the remainder were in storage to be utilized as needed.

As of December [removed: 2024,] [added: 2025,] the Company’s owned and long-term leased equipment consisted of the following:

| Multi-level Flat Cars | | | [removed: 11,036] [added: 10,854] | | | | | | [removed: 24] [added: 25] | | % |

| Open-top Hoppers | | | [removed: 6,109] [added: 6,108] | | | | | | [removed: 15] [added: 14] | | % |

| Covered Hoppers | | | [removed: 5,506] [added: 5,155] | | | | | | 12 | | % |

| Box Cars | | | [removed: 2,318] [added: 1,841] | | | | | | [removed: 5] [added: 4] | | % |

| Flat Cars | | | [removed: 565] [added: 535] | | | | | | 1 | | % |

| Other Cars | | | [removed: 586] [added: 572] | | | | | | 1 | | % |

| Subtotal Freight Cars | | | [removed: 45,197] [added: 43,985] | | | | | | 100 | | % |

| Total Equipment | | | [removed: 64,104] [added: 61,615] | | | | | | | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.19

| Total | | | 35,518 | | |

| Waycross, GA | | | 917,799 | | |

| Nashville, TN | | | 654,619 | | |

| Avon, IN (Indianapolis) | | | 641,069 | | |

| Cincinnati, OH | | | 621,232 | | |

| Walbridge, OH (Toledo) | | | 350,095 | | |

| Chicago 59th Street Intermodal Terminal | | | 321,303 | | |

| Cumberland, MD | | | 318,303 | | |

| Freight | | | 3,167 | | | | | | 91 | | % | | | | 23 | | |

| Switching | | | 191 | | | | | | 6 | | % | | | | 48 | | |

| Gondolas | | | 18,920 | | | | | | 43 | | % |

| Containers | | | 17,630 | | | | | | | | |

| Total | | | 35,539 | | |

| Waycross, GA | | | 915,159 | | |

| Nashville, TN | | | 687,659 | | |

| Cincinnati, OH | | | 624,644 | | |

| Avon, IN (Indianapolis) | | | 617,602 | | |

| Walbridge, OH (Toledo) | | | 355,190 | | |

| Louisville, KY | | | 341,513 | | |

| Chicago, IL | | | 298,178 | | |

| Freight | | | 3,129 | | | | | | 89 | | % | | | | 23 | | |

| Switching | | | 210 | | | | | | 6 | | % | | | | 47 | | |

| Gondolas | | | 19,077 | | | | | | 42 | | % |

| Containers | | | 18,907 | | | | | | | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.20

| Kevin S. Boone, [removed: 47] [added: 48] *Executive Vice President and Chief [removed: Commercial] [added: Financial] Officer* | | | Mr. Boone has served as Executive Vice President and Chief [removed: Commercial] [added: Financial] Officer since [removed: June 2021.] [added: October 2025.] In his current role, he [removed: is responsible] [added: oversees all of the finance activities] for [removed: developing and implementing] the [removed: Company's commercial strategy and oversees functions] [added: Company] including [removed: sales, marketing, customer solutions, real estate] [added: accounting, financial planning, investor relations, procurement, tax] and [removed: industrial development.] [added: treasury.] Mr. Boone has more than 20 years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He joined CSX in September 2017 as Vice President of Corporate Affairs and Chief Investor Relations Officer and was later named Vice President, Marketing and Strategy leading research and data analysis to advance growth strategies for CSX. [removed: In] [added: Mr. Boone served as Chief Financial Officer for two years beginning in] May 2019 [removed: he] [added: and] was [removed: named] [added: appointed Executive Vice President and] Chief [removed: Financial Officer.] [added: Sales and Marketing Officer in June 2021, where he was responsible for developing and implementing the Company's commercial strategy.] Before joining CSX in 2017, Mr. Boone worked as a Senior Equity Research Analyst at Janus Capital. He also served as a Vice President at Morgan Stanley in equity research and an associate at Merrill Lynch in the mergers and acquisitions group. | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.21

| Michael A. Cory, [removed: 62] [added: 63] *Executive Vice President and Chief Operating Officer* | | | Mr. Cory was named Executive Vice President and Chief Operating Officer in September 2023. In this role, he is responsible for transportation, network operations including terminals, mechanical, engineering and labor relations. Mr. Cory is a seasoned railroad executive with approximately 40 years of operations experience, working at the Canadian National Railway Company ("CN") from 1981 to 2019. He served as Executive Vice President and Chief Operating Officer at CN. He also held positions including Vice President of Network Operations, Senior Vice President of Network Operations, Senior Vice President of the Eastern Region and Senior Vice President for the Western Region during his time at CN. After Mr. Cory's retirement from CN in 2019, he continued to provide transportation consulting services as well as serving as the President of Pacific National, Australia's largest private railroad, in 2021. | | |

| Stephen Fortune, [removed: 55] [added: 56] *Executive Vice President and Chief Digital and Technology Officer* | | | Mr. Fortune was named CSX's Executive Vice President and Chief Digital and Technology Officer in April 2022. In this role, he is responsible for leading the Company's technology strategy development, supporting business growth through innovative digital solutions and overseeing all aspects of CSX's information technology systems operations, including cybersecurity. Prior to joining CSX with nearly 20 years of information technology experience, Mr. Fortune spent 30 years at BP, most recently as Chief Information Officer of the global BP group and with earlier experience as a chemical and process engineer before moving into operations management. | | |

| Michael S. Burns, [removed: 49] [added: 50] *Senior Vice President and Chief Legal Officer, Corporate Secretary* | | | Mr. Burns was named as the Senior Vice President, Chief Legal Officer, and Corporate Secretary, effective January [removed: 2,] 2025. In this role, he is responsible for the Company's [removed: legal] [added: legal, regulatory,] and [removed: regulatory] [added: government] affairs, [added: as well as] risk management, public safety, environmental, [removed: and] internal [removed: audit] [added: audit, and community investments] functions. During his [removed: 18] [added: 19] years with the Company, Mr. Burns also served as Vice President, General Counsel, and Assistant Corporate Secretary as well as a variety of other legal roles. Prior to joining CSX, Mr. Burns worked in private practice with a focus on labor and employment law. | | |

| Diana B. Sorfleet, [removed: 60] [added: 61] *Executive Vice President and Chief Administrative Officer* | | | Ms. Sorfleet was named Executive Vice President and Chief Administrative Officer in July 2018. In this role, she is responsible for human [removed: resources, people systems] [added: resources] and [removed: analytics,] total [removed: rewards, facilities] [added: rewards. On February 3, 2026, CSX announced that Ms. Sorfleet will retire from the Company. Ms. Sorfleet remains the Executive Vice President] and [removed: aviation.] [added: Chief Administrative Officer as of the date of this filing.] During her [removed: 13] [added: 14] years with the Company, Ms. Sorfleet also had responsibility for technology and labor relations and, prior to her current role, served as Chief Human Resources Officer. Prior to joining CSX, Ms. Sorfleet was Vice President of Diversity and Development at Exelon with 20 years of human resources experience in various positions involving recruiting, employee relations, strategic planning and leadership development. | | |

| Angela C. Williams, [removed: 50] [added: 51] *Vice President and Chief Accounting Officer* | | | Ms. Williams has served as Vice President and Chief Accounting Officer of CSX since March 2018. She is responsible for financial and regulatory reporting, freight billing and collections, payroll, accounts payable and various other accounting processes. During her [removed: 21] [added: 22] years with the Company, she also served as Assistant Vice President - Assistant Controller and in other various accounting roles. With more than 25 years of experience, Ms. Williams held various accounting and auditing positions at KPMG LLP and Winn-Dixie Stores, Inc. prior to joining CSX. Ms. Williams is a Certified Public Accountant in the state of Florida. | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.22

| Stephen F. Angel, 70 *President and Chief Executive Officer* | | | Mr. Angel, a leader with more than 45 years of experience in the industrials sector, was appointed President and Chief Executive Officer and a member of the Board of Directors of CSX in September 2025. Mr. Angel previously served as Chief Executive Officer of Linde from 2018 to 2022, and Chairman from 2022 to January 31, 2026. During his tenure, he oversaw the successful integration of Linde AG and Praxair, Inc., which created the world’s largest industrial gases and engineering company. Mr. Angel worked at Praxair from 2001 to 2018, serving as Chairman and CEO from 2007 to 2018. Mr. Angel began his career at General Electric, where he spent 22 years in a variety of management positions, including working directly with locomotive and rail operations. | | |

| Maryclare Kenney, 48 *Senior Vice President and Chief Commercial Officer* | | | Ms. Kenney was named Senior Vice President and Chief Commercial Officer in October 2025 and is responsible for overseeing the company’s profitable growth strategies. Ms. Kenney leads the CSX commercial organization and oversees functions including sales, marketing, customer engagement, real estate, and business development activities. Ms. Kenney joined CSX in 2011 as Director of Domestic Sales and has since held roles of increasing responsibility, including leadership roles in intermodal, automotive, TRANSFLO, TDSI, and merchandise sales and marketing. Before joining CSX, Ms. Kenney held sales leadership roles at PepsiCo and served as a U.S. Army captain. | | |

| Joseph R. Hinrichs, 58 *President and Chief Executive Officer* | | | Mr. Hinrichs, a leader with more than 30 years of experience in the global automotive, manufacturing, and energy sectors, was named President and Chief Executive Officer in September 2022. Mr. Hinrichs previously worked at Ford Motor Company from 2000 to 2020, most recently serving as President of Ford's global automotive business. In that role, he led the company’s automotive operations, overseeing Ford’s global business units and the Ford and Lincoln brands. Mr. Hinrichs also led Ford’s automotive skill teams, overseeing product development, purchasing, manufacturing, labor affairs, marketing and sales, government affairs, information technology, sustainability, safety and environmental engineering. Other positions he held at Ford include President of Global Operations, President of the Americas, President of Asia Pacific and Africa, Chairman and CEO of Ford China, and Chairman & CEO of Ford Canada. Over the four years prior to joining CSX, Mr. Hinrichs also served in multiple advisory and board roles of various companies. | | |

| Sean R. Pelkey, 45 *Executive Vice President and Chief Financial Officer* | | | Mr. Pelkey was named Executive Vice President and Chief Financial Officer in January 2022. In this role, he is responsible for all of the finance activities for the Company including accounting, financial planning, investor relations, procurement, tax and treasury. Prior to this role, Mr. Pelkey held the role of Vice President Finance & Treasury since 2017. Prior to 2017, he has held the positions of Assistant Vice President of Capital Markets and Director Performance Analysis. During his 19 years with CSX, Mr. Pelkey has held a variety of other roles, including managerial roles in investor relations, financial planning and technology finance. | | |

A total of 5.4 billion shares of common stock are authorized, of which [removed: 1,900,189,590] [added: 1,859,740,714] shares were outstanding as of December 31, [removed: 2024.][added: 2025.]

At January 31, [removed: 2025,] [added: 2026,] the latest practicable date that is closest to the filing date, there were [removed: 20,567] [added: 19,430] common stock shareholders of record.

The weighted average of common shares outstanding, which was used in the calculation of diluted earnings per share, was [removed: 1,943] [added: 1,873] million as of December 31, [removed: 2024] [added: 2025] (see Note 2, *Earnings Per Share*).

| [removed: 2024] [added: 2024] | | | [removed: $] [added: $] | [removed: 0.12] [added: 0.12] | | | | | [removed: $] [added: $] | [removed: 0.12] [added: 0.12] | | | | | [removed: $] [added: $] | [removed: 0.12] [added: 0.12] | | | | | [removed: $] [added: $] | [removed: 0.12] [added: 0.12] | | | | | [removed: $] [added: $] | [removed: 0.48] [added: 0.48] | |

CSX [removed: 2024] [added: 2025] Form 10-K p.23

The cumulative shareholder returns, assuming reinvestment of dividends, on $100 invested at December 31, [removed: 2019] [added: 2020] are illustrated on the graph below.

[removed: ][added: ]

CSX [removed: 2024] [added: 2025] Form 10-K p.24

[removed: During fourth quarter 2023, the share repurchase program announced in July 2022 was completed and the] [added: The] Company [removed: began repurchasing] [added: continues to repurchase] shares under the $5 billion share repurchase program approved in October 2023.

Total repurchase authority remaining as of December 31, [removed: 2024] [added: 2025] was [removed: $2.6] [added: $1.2] billion.

Share repurchase activity of [removed: $992] [added: $112] million for the fourth quarter [removed: 2024] [added: 2025] is shown in the table below.

| 2025 | | | $ | 0.13 | | | | | $ | 0.13 | | | | | $ | 0.13 | | | | | $ | 0.13 | | | | | $ | 0.52 | |

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 1,322,060,537 | | |

| October 1 - October 31, 2025 | | | 1,073,390 | | | | | | $ | | | 35.70 | | | 1,073,390 | | | | | | | | | 1,283,744,205 | | |

| November 1 - November 30, 2025 | | | 1,425,916 | | | | | | | | | 34.77 | | | 1,425,916 | | | | | | | | | 1,234,163,451 | | |

| December 1 - December 31, 2025 | | | 655,957 | | | | | | | | | 36.12 | | | 655,957 | | | | | | | | | 1,210,467,983 | | |

| Ending Balance | | | 3,155,263 | | | | | | $ | | | 35.37 | | | 3,155,263 | | | | | | $ | | | 1,210,467,983 | | |

| 2023 | | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | 0.44 | |

| Beginning Balance | | | | | | | | | | | | | | | | | | | | | $ | | | 3,578,784,545 | | |

| October 1 - October 31, 2024 | | | 8,928,889 | | | | | | $ | | | 33.77 | | | 8,928,889 | | | | | | | | | 3,277,276,394 | | |

| November 1 - November 30, 2024 | | | 4,196,033 | | | | | | | | | 34.85 | | | 4,196,033 | | | | | | | | | 3,131,027,408 | | |

| December 1 - December 31, 2024 | | | 16,409,163 | | | | | | | | | 33.19 | | | 16,409,163 | | | | | | | | | 2,586,389,217 | | |

| Ending Balance | | | 29,534,085 | | | | | | $ | | | 33.60 | | | 29,534,085 | | | | | | $ | | | 2,586,389,217 | | |

CSX [removed: 2024] [added: 2025] Form 10-K p.25

NOTE 17.

Segment Reporting and Significant Expenses, *continued*

The table below presents information about the Company's significant expenses and the required reportable segment reconciliations for the years ended 2025, 2024 and 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | December 31, 2025 | | | | | | | | | December 31, 2024 | | | | | | | | | December 31, 2023 | | | | | | | | | | | | | | |

| *(Dollars in Millions)* | | | | | | Rail | | | Reconciliation to Consolidated | | | | | | | | | Rail | | | Reconciliation to Consolidated | | | | | | | | | Rail | | | Reconciliation to Consolidated | | | | | |

| Revenue | | | | | | $ | 13,276 | | | | | | | | | | | $ | 13,696 | | | | | | | | | | | $ | 13,775 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Reconciliation of Revenue* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Trucking Revenue *(a)* | | | | | | | | | 839 | | | | | | | | | | | | 851 | | | | | | | | | | | | 887 | | | | | |

| Elimination of intersegment revenues | | | | | | | | | (23) | | | | | | | | | | | | (7) | | | | | | | | | | | | (5) | | | | | |

| Total Consolidated Revenue | | | | | | | | | $ | 14,092 | | | | | | | | | | | $ | 14,540 | | | | | | | | | | | $ | 14,657 | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Labor and Fringe | | | | | | $ | 3,049 | | | | | | | | | | | $ | 2,971 | | | | | | | | | | | $ | 2,875 | | | | | | | |

| Purchased Services and Other | | | | | | 2,586 | | | | | | | | | | | | 2,380 | | | | | | | | | | | | 2,311 | | | | | | | | |

| Depreciation and Amortization | | | | | | 1,616 | | | | | | | | | | | | 1,598 | | | | | | | | | | | | 1,550 | | | | | | | | |

| Fuel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Locomotive | | | | | | 914 | | | | | | | | | | | | 978 | | | | | | | | | | | | 1,169 | | | | | | | | |

| Non-Locomotive | | | | | | 99 | | | | | | | | | | | | 102 | | | | | | | | | | | | 103 | | | | | | | | |

| Equipment and Other Rents | | | | | | 336 | | | | | | | | | | | | 335 | | | | | | | | | | | | 334 | | | | | | | | |

| Gain on Property Disposition | | | | | | (13) | | | | | | | | | | | | (14) | | | | | | | | | | | | (34) | | | | | | | | |

| Segment Operating Income | | | | | | $ | 4,689 | | | | | | | | | | | $ | 5,346 | | | | | | | | | | | $ | 5,467 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Reconciliation of Operating Income* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Trucking Expenses *(b)* | | | | | | | | | 1,007 | | | | | | | | | | | | 952 | | | | | | | | | | | | 855 | | | | | |

| Elimination of intersegment expenses | | | | | | | | | (23) | | | | | | | | | | | | (7) | | | | | | | | | | | | (5) | | | | | |

| Total Consolidated Operating Income | | | | | | | | | $ | 4,521 | | | | | | | | | | | $ | 5,245 | | | | | | | | | | | $ | 5,499 | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest Expense | | | | | | | | | (844) | | | | | | | | | | | | (832) | | | | | | | | | | | | (809) | | | | | |

| Other Income-Net | | | | | | | | | 92 | | | | | | | | | | | | 142 | | | | | | | | | | | | 139 | | | | | |

| Earnings Before Income Taxes | | | | | | | | | $ | 3,769 | | | | | | | | | | | $ | 4,555 | | | | | | | | | | | $ | 4,829 | | | | |

*(a) Trucking revenue is comprised of revenue from Quality Carriers.

Rail revenue represents revenue attributed to all CSX entities other than the trucking company, Quality Carriers.*

*(b) Trucking expenses include labor and fringe, purchased services and other, depreciation and amortization, fuel, equipment and other rents, and gains/losses on property dispositions from the operations of Quality Carriers.

Rail expenses represent expenses attributable to all CSX entities other than the trucking company, Quality Carriers.

Trucking expenses include $164 million and $108 million impairment charges related to Quality Carriers' goodwill in 2025 and 2024, respectively.

See additional information in Note 18, Goodwill and Other Intangible Assets.*

NOTE 20.

Revision of Prior Period Financial Statements, *continued*

Consolidated Statements of Income and Comprehensive Income*, continued*

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(Dollars in Millions, Except Per Share Amounts)* | | | Quarter Ended March 31, 2023 | | | | | | | | | | | | | | | | | | Quarter Ended June 30, 2023 | | | | | | | | | | | | | | | | | | Quarter Ended September 30, 2023 | | | | | | | | | | | | | | | | | | Quarter Ended December 31, 2023 | | | | | | | | | | | | | | |

| | | | As Previously Reported | | | | | | *Adjustment* | | | | | | As Revised | | | | | | As Previously Reported | | | | | | *Adjustment* | | | | | | As Revised | | | | | | As Previously Reported | | | | | | *Adjustment* | | | | | | As Revised | | | | | | As Previously Reported | | | | | | *Adjustment* | | | | | | As Revised | | |

| Labor and Fringe | | | $ | 723 | | | | | *$* | *6* | | | | | $ | 729 | | | | | $ | 741 | | | | | *$* | *7* | | | | | $ | 748 | | | | | $ | 752 | | | | | *$* | *9* | | | | | $ | 761 | | | | | $ | 808 | | | | | *$* | *6* | | | | | $ | 814 | |

| Purchased Services and Other | | | 688 | | | | | | *9* | | | | | | 697 | | | | | | 684 | | | | | | *7* | | | | | | 691 | | | | | | 689 | | | | | | *11* | | | | | | 700 | | | | | | 703 | | | | | | *11* | | | | | | 714 | | |

| Depreciation and Amortization | | | 393 | | | | | | *2* | | | | | | 395 | | | | | | 402 | | | | | | *2* | | | | | | 404 | | | | | | 399 | | | | | | *4* | | | | | | 403 | | | | | | 417 | | | | | | *(12)* | | | | | | 405 | | |

| Total Expense | | | 2,242 | | | | | | *17* | | | | | | 2,259 | | | | | | 2,217 | | | | | | *16* | | | | | | 2,233 | | | | | | 2,277 | | | | | | *24* | | | | | | 2,301 | | | | | | 2,360 | | | | | | *5* | | | | | | 2,365 | | |

| Operating Income | | | 1,464 | | | | | | *(17)* | | | | | | 1,447 | | | | | | 1,482 | | | | | | *(16)* | | | | | | 1,466 | | | | | | 1,295 | | | | | | *(24)* | | | | | | 1,271 | | | | | | 1,320 | | | | | | *(5)* | | | | | | 1,315 | | |

| Earnings Before Income Taxes | | | 1,304 | | | | | | *(17)* | | | | | | 1,287 | | | | | | 1,312 | | | | | | *(16)* | | | | | | 1,296 | | | | | | 1,126 | | | | | | *(24)* | | | | | | 1,102 | | | | | | 1,149 | | | | | | *(5)* | | | | | | 1,144 | | |

| Income Tax Expense | | | (317) | | | | | | *4* | | | | | | (313) | | | | | | (316) | | | | | | *4* | | | | | | (312) | | | | | | (280) | | | | | | *6* | | | | | | (274) | | | | | | (263) | | | | | | *1* | | | | | | (262) | | |

| Net Earnings | | | $ | 987 | | | | | *$* | *(13)* | | | | | $ | 974 | | | | | $ | 996 | | | | | *$* | *(12)* | | | | | $ | 984 | | | | | $ | 846 | | | | | *$* | *(18)* | | | | | $ | 828 | | | | | $ | 886 | | | | | *$* | *(4)* | | | | | $ | 882 | |

| Net Earnings Per Share, Basic | | | $ | 0.48 | | | | | *$* | *(0.01)* | | | | | $ | 0.47 | | | | | $ | 0.49 | | | | | *$* | *—* | | | | | $ | 0.49 | | | | | $ | 0.42 | | | | | *$* | *—* | | | | | $ | 0.42 | | | | | $ | 0.45 | | | | | *$* | *—* | | | | | $ | 0.45 | |

| Net Earnings Per Share, Assuming Dilution | | | $ | 0.48 | | | | | *$* | *(0.01)* | | | | | $ | 0.47 | | | | | $ | 0.49 | | | | | *$* | *—* | | | | | $ | 0.49 | | | | | $ | 0.42 | | | | | *$* | *(0.01)* | | | | | $ | 0.41 | | | | | $ | 0.45 | | | | | *$* | *—* | | | | | $ | 0.45 | |

| Total Comprehensive Earnings | | | $ | 989 | | | | | *$* | *(13)* | | | | | $ | 976 | | | | | $ | 992 | | | | | *$* | *(12)* | | | | | $ | 980 | | | | | $ | 864 | | | | | *$* | *(18)* | | | | | $ | 846 | | | | | $ | 946 | | | | | *$* | *51* | | | | | $ | 997 | |

| *(Dollars in Millions, Except Per Share Amounts)* | | | Six Months Ended June 30, 2023 | | | | | | | | | | | | | | | | | | Nine Months Ended September 30, 2023 | | | | | | | | | | | | | | | | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | |

| Labor and Fringe | | | $ | 1,464 | | | | | *$* | *13* | | | | | $ | 1,477 | | | | | $ | 2,216 | | | | | *$* | *22* | | | | | $ | 2,238 | | | | | $ | 3,024 | | | | | *$* | *28* | | | | | $ | 3,052 | | | | | $ | 2,861 | | | | | *$* | *24* | | | | | $ | 2,885 | |

| Purchased Services and Other | | | 1,372 | | | | | | *16* | | | | | | 1,388 | | | | | | 2,061 | | | | | | *27* | | | | | | 2,088 | | | | | | 2,764 | | | | | | *38* | | | | | | 2,802 | | | | | | 2,685 | | | | | | *43* | | | | | | 2,728 | | |

| Depreciation and Amortization | | | 795 | | | | | | *4* | | | | | | 799 | | | | | | 1,194 | | | | | | *8* | | | | | | 1,202 | | | | | | 1,611 | | | | | | *(4)* | | | | | | 1,607 | | | | | | 1,500 | | | | | | *2* | | | | | | 1,502 | | |

| Total Expense | | | 4,459 | | | | | | *33* | | | | | | 4,492 | | | | | | 6,736 | | | | | | *57* | | | | | | 6,793 | | | | | | 9,096 | | | | | | *62* | | | | | | 9,158 | | | | | | 8,830 | | | | | | *69* | | | | | | 8,899 | | |

| Operating Income | | | 2,946 | | | | | | *(33)* | | | | | | 2,913 | | | | | | 4,241 | | | | | | *(57)* | | | | | | 4,184 | | | | | | 5,561 | | | | | | *(62)* | | | | | | 5,499 | | | | | | 6,023 | | | | | | *(69)* | | | | | | 5,954 | | |

| Earnings Before Income Taxes | | | 2,616 | | | | | | *(33)* | | | | | | 2,583 | | | | | | 3,742 | | | | | | *(57)* | | | | | | 3,685 | | | | | | 4,891 | | | | | | *(62)* | | | | | | 4,829 | | | | | | 5,414 | | | | | | *(69)* | | | | | | 5,345 | | |

| Income Tax Expense | | | (633) | | | | | | *8* | | | | | | (625) | | | | | | (913) | | | | | | *14* | | | | | | (899) | | | | | | (1,176) | | | | | | *15* | | | | | | (1,161) | | | | | | (1,248) | | | | | | *17* | | | | | | (1,231) | | |

| Net Earnings | | | $ | 1,983 | | | | | *$* | *(25)* | | | | | $ | 1,958 | | | | | $ | 2,829 | | | | | *$* | *(43)* | | | | | $ | 2,786 | | | | | $ | 3,715 | | | | | *$* | *(47)* | | | | | $ | 3,668 | | | | | $ | 4,166 | | | | | *$* | *(52)* | | | | | $ | 4,114 | |

| Net Earnings Per Share, Basic | | | $ | 0.97 | | | | | *$* | *(0.01)* | | | | | $ | 0.96 | | | | | $ | 1.40 | | | | | *$* | *(0.02)* | | | | | $ | 1.38 | | | | | $ | 1.85 | | | | | *$* | *(0.02)* | | | | | $ | 1.83 | | | | | $ | 1.95 | | | | | *$* | *(0.02)* | | | | | $ | 1.93 | |

| Net Earnings Per Share, Assuming Dilution | | | $ | 0.97 | | | | | *$* | *(0.01)* | | | | | $ | 0.96 | | | | | $ | 1.40 | | | | | *$* | *(0.03)* | | | | | $ | 1.37 | | | | | $ | 1.85 | | | | | *$* | *(0.03)* | | | | | $ | 1.82 | | | | | $ | 1.95 | | | | | *$* | *(0.03)* | | | | | $ | 1.92 | |

| Net Earnings | | | *Not Presented* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 3,715 | | | | | *$* | *(47)* | | | | | $ | 3,668 | | | | | $ | 4,166 | | | | | *$* | *(52)* | | | | | $ | 4,114 | |

| Other Comprehensive Income (Loss) - Net of Tax: Pension and Other Post-Employment Benefits | | | | | | 74 | | | | | | *55* | | | | | | 129 | | | | | | (66) | | | | | | *(54)* | | | | | | (120) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Other Comprehensive Income | | | | | | 76 | | | | | | *55* | | | | | | 131 | | | | | | 20 | | | | | | *(54)* | | | | | | (34) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Comprehensive Earnings | | | $ | 1,981 | | | | | *$* | *(25)* | | | | | $ | 1,956 | | | | | $ | 2,845 | | | | | *$* | *(43)* | | | | | $ | 2,802 | | | | | $ | 3,791 | | | | | *$* | *8* | | | | | $ | 3,799 | | | | | $ | 4,186 | | | | | *$* | *(106)* | | | | | $ | 4,080 | |

CSX 2024 Form 10-K p.122

CSX CORPORATION

PART II

Item 8.

Financial Statements and Supplementary Data

Consolidated Balance Sheets

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of December 31, [removed: 2024,] [added: 2025,] under the supervision and with the participation of CSX's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures.

Based on that evaluation, the CEO and CFO concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company's disclosure controls and procedures were effective at the reasonable assurance level in timely alerting them to material information required to be included in CSX’s periodic SEC reports.

Under the supervision and with the participation of the management of CSX, including CSX’s CEO and CFO, CSX conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025,] based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is also referred to as COSO.

Based on that evaluation, management of CSX concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.

We have audited CSX Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CSX Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statements, comprehensive income statements, statements of changes in shareholders' equity and cash flow statements for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 27, 2025,] [added: 12, 2026,] expressed an unqualified opinion thereon.

CSX 2025 Form 10-K p.118

CSX 2025 Form 10-K p.119

February 12, 2026

CSX 2025 Form 10-K p.120

CSX 2024 Form 10-K p.127

CSX 2024 Form 10-K p.128

February 27, 2025

CSX 2024 Form 10-K p.129

During the fourth quarter of [removed: 2024,] [added: 2025,] none of the Company's directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

The Proxy Statement will be filed no later than April 30, [removed: 2025] [added: 2026,] with respect to the [removed: 2025] [added: 2026] annual meeting of shareholders, except for the information regarding the executive officers of the Company.

CSX 2025 Form 10-K p.121

CSX 2024 Form 10-K p.130

| See Index to Consolidated Financial Statements on page | | | [removed: [51](#i5f5a8ae0a24b4e36bf21fc259e769b37_76).] [added: [50](#i6dc4a96495d74db6b71d807daa6db95a_76).] | | |

| [removed: 10.17*] [added: 10.17] | | | [CSX Executives' Deferred Compensation Plan (as amended and restated effective July 11, 2023)](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex1017executiv.htm) | | | [added: February 27, 2025, Exhibit 10.17, Form 10-K] | | |

| [removed: 10.18] [added: 10.19] | | | [Employment Agreement, [removed: effective as of December 22, 2017,] [added: dated August 29, 2022,] between CSX Corporation and [removed: James M. Foote](https://www.sec.gov/Archives/edgar/data/277948/000027794818000009/footeemploymentagreement.htm)] [added: Joseph R. Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794822000045/exhibit101hinrichsemployme.htm)] | | | [removed: February 7, 2018] [added: October 21, 2022,] Exhibit [removed: 10.42,] [added: 10.1,] Form [removed: 10-K] [added: 10-Q] | | |

| [removed: 10.19] [added: 10.18] | | | [CSX 2019 Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 22, 2019)](https://www.sec.gov/Archives/edgar/data/277948/000120677419000985/csx3463091-def14a.htm) | | | May 8, 2019 Exhibit 10.1, Form 8-K | | |

| [removed: 10.20] [added: 10.33] | | | [Employment [removed: Agreement,] [added: Separation Agreement and Release,] dated [removed: August 29, 2022,] [added: September 28, 2025,] between CSX Corporation and Joseph R. [removed: Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794822000045/exhibit101hinrichsemployme.htm)] [added: Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794825000054/exhibit104executiveseparat.htm)] | | | October [removed: 21, 2022,] [added: 16, 2025,] Exhibit [removed: 10.1,] [added: 10.4,] Form 10-Q | | |

| [removed: 10.21] [added: 10.35] | | | [removed: [Transition] [added: [Change of Control] Agreement, dated September [removed: 14, 2022,] [added: 28, 2025,] between CSX Corporation and [removed: James M. Foote](https://www.sec.gov/Archives/edgar/data/277948/000027794822000045/exhibit102footetransitiona.htm)] [added: Stephen Angel](https://www.sec.gov/Archives/edgar/data/277948/000027794825000054/exhibit102changeincontrola.htm)] | | | October [removed: 21, 2022,] [added: 16, 2025,] Exhibit 10.2, Form 10-Q | | |

| [removed: 10.22] [added: 10.20] | | | [$1,200,000,000 Five-Year Revolving Credit Agreement, dated as of February 28, 2023, among CSX Corporation, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/277948/000095010323003669/dp190172_ex1001.htm) | | | March 3, 2023 Exhibit 10.1, Form 8-K | | |

| [removed: 10.23] [added: 10.21] | | | [Form of LTIP Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex102formofltippe.htm) | | | April 20, 2023, Exhibit 10.2, Form 10-Q | | |

| [removed: 10.24] [added: 10.22] | | | [Form of LTIP Performance Unit Award Agreement for Joseph R. Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex103jrhformoflti.htm) | | | April 20, 2023, Exhibit 10.3, Form 10-Q | | |

| [removed: 10.25] [added: 10.23] | | | [Form of LTIP Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex104formofltipst.htm) | | | April 20, 2023, Exhibit 10.4, Form 10-Q | | |

| [removed: 10.26] [added: 10.24] | | | [Form of LTIP Stock Option Agreement for Joseph R. Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex105jrhformoflti.htm) | | | April 20, 2023, Exhibit 10.5, Form 10-Q | | |

| [removed: 10.27] [added: 10.25] | | | [Form of LTIP Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex106formofltipre.htm) | | | April 20, 2023, Exhibit 10.6, Form 10-Q | | |

| [removed: 10.28] [added: 10.26] | | | [Form of LTIP Restricted Stock Unit Award Agreement for Joseph R. Hinrichs](https://www.sec.gov/Archives/edgar/data/277948/000027794823000027/csx033123ex107jrhformoflti.htm) | | | April 20, 2023, Exhibit 10.7, Form 10-Q | | |

| [removed: 10.29] [added: 10.27] | | | [CSX Corporation Executive Severance Plan, amended and restated as of July 11, 2023](https://www.sec.gov/Archives/edgar/data/277948/000027794823000053/csx093023ex101csxexecutive.htm) | | | October 20, 2023, Exhibit 10.1, Form 10-Q | | |

| [removed: 10.30] [added: 10.28] | | | [Form of Change of Control Agreement for Chief Executive Officer, effective as of July 11, 2023](https://www.sec.gov/Archives/edgar/data/277948/000027794823000053/csx093023ex102formofchange.htm) | | | October 20, 2023, Exhibit 10.2, Form 10-Q | | |

| [removed: 10.31] [added: 10.29] | | | [Form of Change of Control Agreement for Executive Vice President, effective as of July 11, 2023](https://www.sec.gov/Archives/edgar/data/277948/000027794823000053/csx093023ex103formofchange.htm) | | | October 20, 2023, Exhibit 10.3, Form 10-Q | | |

| [removed: 10.32] [added: 10.30] | | | [Form of Change of Control Agreement for Senior Vice President/Vice President, effective as of July 11, 2023](https://www.sec.gov/Archives/edgar/data/277948/000027794823000053/csx093023ex104formofchange.htm) | | | October 20, 2023, Exhibit 10.4, Form 10-Q | | |

| [removed: 10.33] [added: 10.31] | | | [Employment Separation Agreement and Release Form, effective as of August 30, 2023, between CSX and Jamie J. Boychuk](https://www.sec.gov/Archives/edgar/data/277948/000027794823000053/csx093023ex105employmentse.htm) | | | October 20, 2023, Exhibit 10.5, Form 10-Q | | |

| [removed: 10.34*] [added: 10.32] | | | [Non-Compete Agreement](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx12312024ex1034non-compe.htm) | | | [added: February 27, 2025, Exhibit 10.34, Form 10-K] | | |

| 31* | | | [Rule 13a-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex31certificat.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex31certificat.htm)] | | | | | |

| 32* | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex32certificat.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex32certificat.htm)] | | | | | |

| 101* | | | The following financial information from CSX Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] filed with the SEC on February [removed: 27, 2025,] [added: 12, 2026,] formatted in XBRL includes: (i) Consolidated Income Statements for the years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023,] [added: 2024,] and December 31, [removed: 2022,] [added: 2023,] (ii) Consolidated Comprehensive Income Statements for the years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023,] [added: 2024,] and December 31, [removed: 2022,] [added: 2023,] (iii) Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] (iv) Consolidated Cash Flow Statements for the years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] and (vi) the Notes to Consolidated Financial Statements. | | | | | |

| 104* | | | The cover page from CSX Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101. | | | | | |

| 19* | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx12312024ex19insidertrad.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx12312025ex19insidertrad.htm)] | | | | | |

| 21* | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex21subsidiari.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex21subsidiari.htm)] | | | | | |

| 23* | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex23consentofp.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex23consentofp.htm)] | | | | | |

| 24* | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/277948/000027794825000008/csx-12312024ex24powerofatt.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex24powerofatt.htm)] | | | | | |

Dated: February [removed: 27, 2025][added: 12, 2026]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 27, 2025.][added: 12, 2026.]

| /s/ [removed: JOSEPH R. HINRICHS] [added: STEPHEN F. ANGEL] | | | | | | President, Chief Executive Officer and Director | | |

| [removed: Joseph R. Hinrichs] [added: Stephen F. Angel] | | | | | | (Principal Executive Officer) | | |

| /s/ [removed: SEAN R. PELKEY] [added: KEVIN S. BOONE] | | | | | | Executive Vice President and Chief Financial | | |

| [removed: Sean R. Pelkey] [added: Kevin S. Boone] | | | | | | Officer (Principal Financial Officer) | | |

| [removed: /s/MICHAEL] [added: /s/ MICHAEL] S. BURNS | | | | | | Senior Vice President and Chief Legal Officer, Corporate Secretary | | |

CSX 2025 Form 10-K p.122

CSX 2025 Form 10-K p.123

CSX 2025 Form 10-K p.124

| 10.34 | | | [Employment Agreement, dated September 26, 2025, between CSX Corporation and Stephen Angel](https://www.sec.gov/Archives/edgar/data/277948/000027794825000054/exhibit101stephenangelempl.htm) | | | October 16, 2025, Exhibit 10.1, Form 10-Q | | |

| 10.36 | | | [Confidentiality, Non-Solicitation and Non-Competition Agreement, made and entered into as of September 27, 2025, between CSX Corporation, and Stephen Angel](https://www.sec.gov/Archives/edgar/data/277948/000027794825000054/exhibit103confidentialityn.htm) | | | October 16, 2025, Exhibit 10.3, Form 10-Q | | |

| 10.37* | | | [LTIP Performance Unit Award Agreement for Stephen Angel, effective as of October 1, 2025](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex37formofltip.htm) | | | | | |

| 10.38* | | | [LTIP Stock Option Agreement for Stephen Angel, effective as of October 1, 2025](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex38formofltip.htm) | | | | | |

| 10.39* | | | [Employment Separation Agreement and Release Form, effective as of](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex39employment.htm) [October 28](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex39employment.htm)[, 2025, between CSX and Sean](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex39employment.htm) [R.](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex39employment.htm) [Pelkey](https://www.sec.gov/Archives/edgar/data/277948/000027794826000006/csx-12312025ex39employment.htm) | | | | | |

CSX 2025 Form 10-K p.125

PART IV

| Exhibit designation | | | Nature of exhibit | | | Previously filed as exhibit to | | |

CSX 2025 Form 10-K p.126

CSX CORPORATION

CSX 2025 Form 10-K p.127

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

CSX 2025 Form 10-K p.128

CSX 2024 Form 10-K p.131

CSX 2024 Form 10-K p.132

CSX 2024 Form 10-K p.133

CSX 2024 Form 10-K p.134

CSX 2024 Form 10-K p.135

| * | | | | | | Director | | |

| Donna M. Alvarado | | | | | | | | |

CSX 2024 Form 10-K p.136