Sec Form 4 Filing - Pelkey Sean R. @ CSX CORP - 2022-01-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pelkey Sean R. 2. Issuer Name and Ticker or Trading Symbol CSX CORP [ CSX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 500 WATER STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2022 (Street) JACKSONVILLE, FL32202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/21/2022 A 5,936( 1 ) A $ 34.1 36,226( 2 ) D Common Stock 01/21/2022 F 2,484( 3 ) D $ 34.1 33,742 D Common Stock 01/24/2022 A 17,017( 4 ) A $ 34.36 50,759 D Common Stock 784 I CSX Corporation 401(k) Plan( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect ( I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option $ 34.36 01/24/2022 A 59,989( 6 ) ( 6 ) 01/24/2032 Common Stock 59,989 $ 34.36 59,989 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pelkey Sean R. 500 WATER STREET JACKSONVILLE, FL32202 EVP & CFO Signatures /s/ Mark D. Austin, Attorney-in-Fact 01/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares awarded pursuant to the CSX 2019 - 2021 Long Term Incentive Plan. ( 2 )Includes 234 shares acquired under CSX Corporation Employee Stock Purchase Plan on December 31, 2021. ( 3 )Withholding of stock to satisfy tax obligation. ( 4 )Long-term equity incentive grant of restricted stock units. The restricted stock units vest in 2 equal installments on January 24, 2024 and January 24, 2025. ( 5 )By Trustee, CSX Corporation Savings Thrift Plan. Reflects equivalent shares of cash value held in CSX Stock Fund, which amounts will fluctuate dependent upon daily net asset value of the fund. ( 6 )Long-term equity incentive grant in the form of stock options. The options vest in 2 equal installments on January 24, 2024 and January 24, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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