Michael S. Burns, Senior Vice President, Chief Legal Officer and Corporate Secretary at CSX Corporation, disclosed a series of equity transactions on July 24, 2026, involving the purchase and sale of common stock. The filing reveals Burns acquired 13,000 shares at $26.50 per share and disposed of 13,000 shares at a weighted average price of $52.68. The transactions were reported to the SEC on July 27, 2026, as required under Section 16 reporting obligations for company officers.

Key Points

  • NASDAQ: CSX
  • Michael S. Burns, SVP Chief Legal Officer and Corporate Secretary, conducted stock purchases and sales on July 24, 2026
  • Burns purchased 13,000 shares at $26.50 and sold 13,000 shares at a weighted average price of $52.68
  • Following the transactions, Burns beneficially owned 72,643 shares directly and 1,818 shares indirectly through the CSX Corporation 401(k) Plan

Details of the July 24 Stock Purchase Transaction

On July 24, 2026, Michael Burns acquired 13,000 shares of CSX Corporation common stock at a purchase price of $26.50 per share. This transaction was recorded with transaction code "M," indicating a purchase or acquisition of securities. The acquisition increased Burns's direct beneficial ownership position in the company's common stock, reflecting confidence or planned holdings by the executive.

The filing does not provide specific context regarding the rationale for this purchase or whether it was part of a broader strategic plan. Burns's total direct beneficial ownership following this acquisition amounted to 72,643 shares before the subsequent sale transaction on the same date was completed.

Details of the July 24 Stock Sale Transaction

Later on the same day, July 24, 2026, Burns disposed of 13,000 shares of CSX common stock at a weighted average price of $52.68 per share. The filing indicates these shares were sold in multiple transactions at prices ranging from $52.67 to $52.71, inclusive. This sale reduced his direct beneficial ownership position and resulted in a net gain between the purchase and sale prices executed on the same trading day.

The weighted average sale price of $52.68 represents a significant premium to the earlier purchase price of $26.50, resulting in a substantial gain on the securities disposed of during the day's transactions. The filing notes that Burns has undertaken to provide additional information regarding the number of shares sold at each separate price within the disclosed range upon request to CSX Corporation, any security holder, or SEC staff.

Beneficial Ownership Position Following Transactions

After completing both the purchase and sale transactions on July 24, 2026, Burns maintained direct beneficial ownership of 59,643 shares of CSX common stock. This represents his direct holdings in the company following the net reduction from the day's trading activity. Additionally, Burns held 1,818 shares indirectly through the CSX Corporation 401(k) Plan, held by trustee in the CSX Stock Fund.

The filing explains that the indirect shares held through the 401(k) plan represent equivalent shares of cash value in the CSX Stock Fund, which the filing notes will fluctuate depending upon the daily net asset value of the fund. This indirect ownership through retirement savings represents a common structure for executive equity holdings at publicly traded corporations.

Employee Stock Purchase Plan Activity

The filing references an acquisition of 662 shares by Burns under the CSX Employee Stock Purchase Plan on June 30, 2026. This transaction is included in the total direct beneficial ownership figure of 72,643 shares reported after the July 24 purchase transaction. Employee stock purchase plans typically allow participating employees, including executives, to acquire company shares at predetermined prices, often with employer contributions.

The inclusion of this June 30 acquisition in the beneficial ownership calculations demonstrates that Burns maintained participation in the company's employee equity programs alongside his direct market transactions executed in July.

Derivative Securities Holdings and Stock Options

The filing reports that Burns held derivative securities in the form of stock options as of the transaction date. Specifically, Burns held 10,457 options with an exercise price of $26.50 per share, exercisable from February 18, 2023, and expiring on February 18, 2030. These options represent the right to purchase 10,457 shares of CSX common stock at the stated exercise price.

The derivative securities table indicates that on July 24, 2026, Burns acquired 13,000 options at the $26.50 exercise price through transaction code "M," indicating a grant or acquisition of these derivative securities. The options becoming available for exercise since February 2023 suggests these represent equity compensation grants that vested according to the company's equity compensation schedule.

Executive Title and Regulatory Filing Requirements

Michael S. Burns holds the position of Senior Vice President, Chief Legal Officer and Corporate Secretary at CSX Corporation, positions that subject him to Section 16 reporting requirements under the Securities Exchange Act of 1934. Officers and directors of public companies must report changes in their beneficial ownership of company securities within two business days of the transaction date.

Burns's filing on July 27, 2026, was executed three calendar days after the July 24 transactions, complying with SEC reporting requirements. The form was signed by attorney-in-fact Kacey D. Heekin-Luchin on behalf of Burns, representing standard corporate governance practice for executing required regulatory filings.

Transaction Codes and Filing Classification

The filing employs standard SEC transaction codes to classify the nature of the securities transactions. Code "M" appears for both the purchase and the derivative securities grant, while code "S" designates the sale transaction. These standardized codes enable investors and regulators to quickly identify the type of transaction being reported without requiring interpretation of transaction descriptions.

The form indicates that Burns filed this disclosure as a single reporting person rather than as part of a joint or group filing, a classification that applies when an executive officer alone reports transactions without coordinated filing from other insiders of the company.

Market Context and Stock Performance Indicators

The price differential between Burns's purchase at $26.50 and sale at weighted average $52.68 on July 24, 2026, indicates significant intraday price movement or represents transactions executed at different times during the trading day. The spread between the two prices—approximately 98.8 percent—suggests either substantial market movements within a single day or transactions executed according to predetermined pricing strategies.

The immediate share price impact was not clear from available public information in the filing. However, the fact that Burns was able to sell shares at prices ranging from $52.67 to $52.71 on the same day as a purchase at $26.50 suggests active trading conditions in CSX stock on July 24, 2026.

Compliance and Acknowledgment of Responsibilities

The filing includes standard SEC language reminding reporting persons that intentional misstatements or omissions of facts in Form 4 filings constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). This language underscores the legal significance of the disclosures made in executive insider trading reports and the serious consequences of inaccurate or incomplete reporting.

Burns's signature, executed through the attorney-in-fact arrangement, confirms the accuracy of the information reported and his acceptance of responsibility for the disclosure. The filing represents the official public record of his beneficial ownership changes as required by securities law.