CSX

SEC source: 0001209191-20-011117 · doc4.xml · derivative · entry 1

Harris Edmond L · CIK 0001728038 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,278

Underlying: Common Stock · 46,278 shares

Expires 2030-02-18

F1 · shares: The options were granted pursuant to the Company's 2020-2022 Long-Term Incentive Plan.

F2 · derivative.exercise_date: The option vests annually in three equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.

SEC source: 0001209191-20-011110 · doc4.xml · derivative · entry 2

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 57,847

Underlying: Common Stock · 57,847 shares

Expires 2030-02-18

F1 · shares: The options were granted pursuant to the Company's 2020-2022 Long-Term Incentive Plan.

F2 · derivative.exercise_date: The option vests in three equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.

SEC source: 0001209191-20-011110 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,703

SEC source: 0001209191-20-011102 · doc4.xml · derivative · entry 1

FOOTE JAMES M · CIK 0001020058 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 318,159

Underlying: Common Stock · 318,159 shares

Expires 2030-02-18

F1 · shares: The options were granted pursuant to the Company's 2020-2022 Long-Term Incentive Plan.

F2 · derivative.exercise_date: The option vests in three equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.

SEC source: 0001209191-20-011072 · doc4.xml · derivative · entry 3

Boone Kevin S. · CIK 0001778769 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,309

Underlying: Common Stock · 72,309 shares

Expires 2030-02-18

F3 · shares: The options were granted pursuant to the Company's 2020-2022 Long-Term Incentive Plan.

F4 · derivative.exercise_date: The option vests in three equal installments on February 18, 2021, February 18, 2022 and February 18, 2023.

SEC source: 0000899243-20-004483 · doc4.xml · nonDerivative · entry 3

Mantle Ridge LP · CIK 0001695459 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,325,079

F6 · kind: Reflects shares contributed by Paul C. Hilal to certain charitable organizations.

F6 · price: Reflects shares contributed by Paul C. Hilal to certain charitable organizations.

F6 · ownership.nature: Reflects shares contributed by Paul C. Hilal to certain charitable organizations.

SEC source: 0000899243-20-004483 · doc4.xml · nonDerivative · entry 2

Mantle Ridge LP · CIK 0001695459 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 3,334,579

F5 · kind: The Reporting Persons effected pro rata distributions to Mantle Ridge employees and advisors. No consideration was paid in connection with these distributions.

F5 · price: The Reporting Persons effected pro rata distributions to Mantle Ridge employees and advisors. No consideration was paid in connection with these distributions.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), who has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: Mantle Ridge may be deemed to be the beneficial owner of certain of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Paul C. Hilal's position as ultimately controlling Mantle Ridge and his control of other entities, Paul C. Hilal may be deemed to be the beneficial owner of all of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F4 · ownership.nature: Paul C. Hilal is a member of the board of directors of CSX Corporation, and as a result, Mantle Ridge is a director by deputization for purposes of Section 16 of the Exchange Act.

SEC source: 0000899243-20-004483 · doc4.xml · nonDerivative · entry 1

Mantle Ridge LP · CIK 0001695459 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,489

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-009299 · doc4.xml · nonDerivative · entry 2

ZILLMER JOHN J · CIK 0001188262 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 173,039

F2 · shares: Exempt payment of non-executive chairman retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-009299 · doc4.xml · nonDerivative · entry 1

ZILLMER JOHN J · CIK 0001188262 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 169,614

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-009291 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 10,029

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-20-009284 · doc4.xml · nonDerivative · entry 1

Vautrinot Suzanne M · CIK 0001589791 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferrred Compensation Plan

Disclosed balance after: 2,226

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-20-009278 · doc4.xml · nonDerivative · entry 1

RIEFLER LINDA H · CIK 0001366334 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Directors Deferred Compensation Plan

Disclosed balance after: 10,603

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-20-009268 · doc4.xml · nonDerivative · entry 1

MOFFETT DAVID M · CIK 0001185490 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Directors Deferred Compensation Plan

Disclosed balance after: 11,700

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-20-009261 · doc4.xml · nonDerivative · entry 1

MCPHERSON JOHN D · CIK 0001209759 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,393

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-009201 · doc4.xml · nonDerivative · entry 1

Halverson Steven T · CIK 0001374245 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 93,225

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-20-009195 · doc4.xml · nonDerivative · entry 1

Carter Pamela L · CIK 0001396958 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,383

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-009187 · doc4.xml · nonDerivative · entry 1

ALVARADO DONNA M · CIK 0001012804 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,294

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

SEC source: 0001209191-20-004463 · doc4.xml · nonDerivative · entry 2

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,682

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-20-004463 · doc4.xml · nonDerivative · entry 1

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,725

F1 · shares: Shares awarded pursuant to the CSX 2017 - 2019 Long Term Incentive Plan.

SEC source: 0001209191-20-004477 · doc4.xml · nonDerivative · entry 2

Williams Angela C · CIK 0001735776 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,802

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-20-004477 · doc4.xml · nonDerivative · entry 1

Williams Angela C · CIK 0001735776 · VP & Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,121

F1 · shares: Shares awarded pursuant to the CSX 2017 - 2019 Long Term Incentive Plan.

SEC source: 0001209191-20-004469 · doc4.xml · nonDerivative · entry 2

Wallace Mark Kenneth · CIK 0001662190 · EVP - Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,955

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-20-004469 · doc4.xml · nonDerivative · entry 1

Wallace Mark Kenneth · CIK 0001662190 · EVP - Sales & Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,940

F1 · shares: Shares awarded pursuant to the CSX 2017 - 2019 Long Term Incentive Plan.

SEC source: 0001209191-20-004457 · doc4.xml · nonDerivative · entry 2

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,703

F2 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-20-004457 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,071

F1 · shares: Shares awarded pursuant to the CSX 2017 - 2019 Long Term Incentive Plan.

SEC source: 0001209191-20-011090 · doc4.xml · nonDerivative · entry 1

Boychuk Jamie J. · CIK 0001790747 · EVP - Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,312

F1 · shares: Shares acquired under CSX Corporation Employee Stock Purchase Plan on January 2, 2020.

SEC source: 0001209191-20-011072 · doc4.xml · nonDerivative · entry 1

Boone Kevin S. · CIK 0001778769 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,602

F1 · shares: Shares acquired under CSX Corporation Employee Stock Purchase Plan on January 2, 2020.

SEC source: 0001209191-19-060640 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 7,778

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the applicable deferral election under the Plan.

SEC source: 0001209191-19-059490 · doc4.xml · derivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 70,431

Underlying: Common Stock · 70,431 shares

Expires 2029-12-04

SEC source: 0001209191-19-059487 · doc4.xml · derivative · entry 1

Boone Kevin S. · CIK 0001778769 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 82,169

Underlying: Common Stock · 82,169 shares

Expires 2029-12-04

SEC source: 0001209191-19-054104 · doc4.xml · nonDerivative · entry 1

Halverson Steven T · CIK 0001374245 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0000899243-19-025793 · doc4.xml · derivative · entry 5

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 639,439 shares

Expires not disclosed

F8 · security: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F8 · derivative.exercise_price: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F8 · shares: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F8 · price: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F8 · derivative.exercise_date: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F8 · derivative.expiration_date: Reflects cash-settlement of total rate of return equity swaps referencing an aggregate of 639,439 shares of Common Stock. A payment of $511,027 was made to the Mantle Ridge Funds in connection therewith.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F4 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0000899243-19-025793 · doc4.xml · nonDerivative · entry 3

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,439,335

F7 · kind: Reflects shares contributed by Mr. Hilal to certain charitable organizations.

F7 · price: Reflects shares contributed by Mr. Hilal to certain charitable organizations.

F7 · ownership.nature: Reflects shares contributed by Mr. Hilal to certain charitable organizations.

SEC source: 0000899243-19-025793 · doc4.xml · nonDerivative · entry 2

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 3,476,148

F6 · kind: The Reporting Persons effected a series of pro rata distributions to direct and indirect owners of the Mantle Ridge Funds. No consideration was paid in connection with these distributions.

F6 · price: The Reporting Persons effected a series of pro rata distributions to direct and indirect owners of the Mantle Ridge Funds. No consideration was paid in connection with these distributions.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F4 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0000899243-19-025793 · doc4.xml · nonDerivative · entry 1

Mantle Ridge LP · CIK 0001695459 · Director

MR Argent Advisor LLC · CIK 0001695460 · Director

MR Argent GP LLC · CIK 0001695465 · Director

Hilal Paul C · CIK 0001413084 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 34,595,158

F1 · kind: The Reporting Persons (as defined below) sold the shares reported as sold in this Form 4 in order to repay Mantle Ridge Fund obligations under a secured credit facility. The Reporting Persons have no current plans to sell any additional shares of the Issuer, although they reserve the right to do so in their discretion. Paul C. Hilal continues to serve as a director and as Vice Chairman of the Board of the Issuer.

F2 · ownership.nature: In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Argent Advisor LLC, a Delaware limited liability company ("MR Argent"), MR Argent GP LLC, a Delaware limited liability company ("Fund GP"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").

F3 · ownership.nature: MR Argent, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Argent Fund CE LP, a Delaware limited partnership, and MR Argent Offshore Fund AB LP, MR Argent Offshore Fund BB LP, MR Argent Offshore Fund CB 01 LP, MR Argent Offshore Fund CB 02 LP, MR Argent Offshore Fund CB 03 LP, MR Argent Offshore Fund CB 04 LP, MR Argent Offshore CB 05 LP and MR Argent Offshore CB 07 LP, each a Cayman Islands exempted limited partnership, and, if applicable, their subsidiaries, which are Cayman Islands exempted companies (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F4 · ownership.nature: MR Argent, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Argent, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of the Mantle Ridge Funds, Fund GP may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Paul C. Hilal's position as ultimately controlling MR Argent, Mantle Ridge and MR GP HoldCo LLC, the sole member of the Fund GP, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

F5 · ownership.nature: Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

SEC source: 0001209191-19-049639 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 7,352

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-20-010220 · doc5.xml · nonDerivative · entry 1

Harris Edmond L · CIK 0001728038 · EVP of Operations

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,772

F1 · kind: These shares were acquired under the CSX Corporation Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001209191-20-010210 · doc5.xml · nonDerivative · entry 1

FOOTE JAMES M · CIK 0001020058 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 740

F1 · kind: These shares were acquired under the CSX Corporation Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001209191-20-010181 · doc5.xml · nonDerivative · entry 1

Boone Kevin S. · CIK 0001778769 · EVP & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,524

F1 · kind: These shares were acquired under the CSX Corporation Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001209191-19-037392 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 6,926

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2019 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-036388 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,697

F1 · kind: The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 13, 2019. The plan has been approved pursuant to the terms of the Issuer's policies and is part of the Reporting Person's strategy to diversify assets.

SEC source: 0001209191-19-029643 · doc4.xml · nonDerivative · entry 1

Goldman Nathan D · CIK 0001722513 · EVP & CLO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,697

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-025472 · doc4.xml · derivative · entry 4

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 9,560 shares

Expires 2025-12-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-025472 · doc4.xml · nonDerivative · entry 2

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,047

SEC source: 0001209191-19-025472 · doc4.xml · nonDerivative · entry 1

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,607

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-19-020178 · doc4.xml · nonDerivative · entry 1

WHISLER J STEVEN · CIK 0001192050 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 6,525

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-020176 · doc4.xml · nonDerivative · entry 1

Breaux John B · CIK 0001326327 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · CSX Corporation Directors Deferred Compensation Plan

Disclosed balance after: 207,244

F1 · shares: Exempt payment of director's fees and/or annual retainer in the form of CSX Common Stock pursuant to the 2010 CSX Stock and Incentive Award Plan.

F2 · ownership.nature: By Trustee, CSX Directors Deferred Compensation Plan (the "Plan"). The shares are payable after the reporting person ceases to be a director or otherwise pursuant to the terms of the Plan.

SEC source: 0001209191-19-009319 · doc4.xml · nonDerivative · entry 1

Williams Angela C · CIK 0001735776 · VP & Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,047

F1 · shares: Withholding of stock to satisfy tax obligation.

SEC source: 0001209191-19-009312 · doc4.xml · nonDerivative · entry 1

Sorfleet Diana B · CIK 0001749261 · EVP & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,292

F1 · shares: Withholding of stock to satisfy tax obligation.