CSX Chief Accounting Officer Angela Williams Sells 30,000 Shares in Late July Transaction

Executive Share Sale Details and Transaction Structure

Williams executed the share sale on July 24, 2026, disposing of 30,000 common shares through multiple transactions conducted at prices within a narrow range. The filing indicates that the shares were sold in separate transactions at prices ranging from $53.28 to $53.31 per share, inclusive. The weighted average price across all transactions in the sale was $53.29 per share. According to the disclosure, the reporting person undertakes to provide CSX Corporation, security holders, or SEC staff with additional information regarding the specific number of shares sold at each individual price point within the stated range upon request.

The transaction code listed in the filing indicates this was a sale of securities rather than an acquisition or other form of transaction. The sale reduced Williams's direct beneficial ownership in CSX common stock from a higher position to 10,437 shares held directly. This represents a substantial reduction in the executive's direct stake in the railroad and logistics company, though the disclosure shows she maintained multiple forms of ownership interest in the company through various holding structures.

Post-Transaction Ownership Structure and Holdings

Following the July 24 sale, Williams's beneficial ownership in CSX was distributed across direct and indirect holdings. Her direct ownership totaled 10,437 shares following the reported transaction. This direct holding includes 66 shares that were acquired under the CSX Employee Stock Purchase Plan on June 30, 2026, approximately three weeks before the larger share sale. The inclusion of these recently acquired shares in her post-transaction holdings demonstrates continued participation in the company's employee stock purchase program despite the significant disposition of shares.

Beyond her direct holdings, Williams maintained an indirect beneficial ownership position of 9,532 shares through the CSX Corporation 401(k) Plan, held by the plan trustee. According to the disclosure, this indirect holding represents equivalent shares of cash value held in the CSX Stock Fund, and the number of shares reflected will fluctuate based on the daily net asset value of that fund. This retirement plan holding structure is distinct from her direct ownership and represents a long-term equity interest in the company through her participation in the company's savings and retirement program.

Officer Status and Reporting Obligations

The disclosure identifies Williams as holding the position of Vice President and Chief Accounting Officer at CSX Corporation at the time of the filing. Her role as Chief Accounting Officer places her in a position of significant responsibility over the company's financial reporting and accounting operations. This executive position triggers regulatory reporting obligations under Section 16 of the Securities Exchange Act of 1934, which requires officers, directors, and certain other insiders to disclose changes in their beneficial ownership of company securities within specified timeframes.

The filing was executed on behalf of Williams by Kacey D. Heekin-Luchin, identified as Attorney-in-Fact, and was dated July 27, 2026. This three-day gap between the transaction date of July 24 and the filing date of July 27 falls within the regulatory timeframe required for insider disclosure filings. The attorney-in-fact designation indicates that Williams authorized another party to execute and file this disclosure document on her behalf, a practice commonly used by corporate insiders managing multiple regulatory filings.

Employee Stock Purchase Plan Participation

The filing provides specific details regarding Williams's participation in the CSX Employee Stock Purchase Plan, noting that she acquired 66 shares under this plan on June 30, 2026. The Employee Stock Purchase Plan is a benefit program that allows eligible employees to purchase company shares, typically at a discount to market prices and often with favorable tax treatment under tax law. Williams's continued participation in this plan, with acquisitions occurring in June 2026 before her July sale, suggests ongoing engagement with the company's equity compensation and employee benefit programs.

The inclusion of the Employee Stock Purchase Plan shares in her post-transaction beneficial ownership demonstrates that despite the substantial sale of 30,000 shares, Williams maintained smaller-scale acquisitions through the employee benefit program. This pattern of activity is consistent with many company executives who execute both large portfolio adjustments through open market sales while continuing to participate in employee benefit programs as part of their overall compensation and equity stake in the company.

Retirement Plan Holdings and Net Asset Value Considerations

Williams's indirect beneficial ownership through the CSX Corporation 401(k) Plan represents a significant component of her total equity interest in the company. The filing specifies that the 9,532 shares reflected in this account represent equivalent shares of cash value held in the CSX Stock Fund within the 401(k) plan. The filing further notes that this number of shares will fluctuate depending upon the daily net asset value of the fund, indicating that the share count is dynamically calculated based on the fund's performance and valuation.

The 401(k) plan holding structure is distinct from direct share ownership and is subject to different regulatory treatment and restrictions. Retirement plan holdings are typically subject to plan rules regarding withdrawals, distributions, and restrictions on sale or transfer. The fact that Williams holds indirect beneficial ownership through this retirement vehicle alongside her direct shareholdings suggests a diversified approach to her equity interest in CSX, with some portion held in a tax-deferred retirement account and the remainder held directly for more flexible management.

Weighted Average Price and Multi-Tranche Transaction Execution

The weighted average sale price of $53.29 per share across the 30,000 share disposition reflects the execution of multiple separate transactions within a narrow price corridor. The filing's first footnote explains that the shares were sold in multiple transactions at prices ranging from $53.28 to $53.31, and the $53.29 figure represents the weighted average across all these separate transactions. This price range of just three cents represents a very tight band, suggesting that the sales may have occurred within a short timeframe or under similar market conditions.

The multi-tranche execution structure is common for large share sales by insiders, as it allows for staged selling that can minimize market impact and provide flexibility in execution. The narrow price range suggests that the sales occurred in a relatively stable market environment without significant intraday volatility affecting the individual transactions. The filing indicates that Williams or her advisors are prepared to provide SEC staff or security holders with a detailed breakdown of the number of shares sold at each discrete price point within the $53.28 to $53.31 range upon request, demonstrating transparency regarding the execution details of the transaction.

Beneficial Ownership Definition and Disclosure Requirements

The filing's treatment of beneficial ownership reflects the comprehensive definition used under securities laws, which includes both direct ownership and indirect ownership through various vehicles. Williams's beneficial ownership total encompasses shares held directly in her own name, shares held through the employee stock purchase plan, and shares held indirectly through the 401(k) plan via the plan trustee. Each category is separately identified in the filing with a notation of whether the ownership is direct (D) or indirect (I), and in the case of indirect holdings, the nature of the indirect ownership is specified.

The distinction between direct and indirect ownership is material under securities law, as it affects both the calculation of beneficial ownership for regulatory purposes and the treatment of such holdings under various insider trading rules and restrictions. Direct ownership provides the shareholder with full control and immediate access to the shares, subject to any trading windows or blackout periods imposed by the company. Indirect ownership through retirement plans or other vehicles may have different restrictions and tax consequences, which is why the filing separately identifies and details each component of Williams's beneficial ownership position.

Market Conditions and Share Price Context

The share sale executed at prices ranging from $53.28 to $53.31 per share provides a data point regarding CSX stock pricing on July 24, 2026. The immediate share price impact of this insider transaction was not explicitly disclosed in the filing. The company did not disclose in the filing whether this sale occurred during normal market hours, after-hours trading, or under any special market conditions. The narrow price range and the apparent execution of the sale in multiple tranches suggest orderly execution without evidence of significant market dislocation or volatility affecting the transaction.

Investors monitoring insider transactions at CSX may use the disclosed transaction price as a reference point for evaluating the company's stock valuation during the period immediately preceding and following the filing. Insider sales are often scrutinized by market participants as potential indicators of executive sentiment regarding company prospects, though such transactions can reflect various personal financial circumstances unrelated to the company's performance or prospects. The July 24 transaction price, when compared to subsequent stock performance, may provide context for investors evaluating Williams's sentiment regarding CSX at that particular point in time.

Regulatory Compliance and Future Reporting

The filing constitutes Williams's disclosure of changes in beneficial ownership as required under Section 16(a) of the Securities Exchange Act of 1934. The SEC form used to report this transaction indicates compliance with regulatory requirements for insider reporting. The signature and date on the filing, executed on July 27, 2026, fall within the required timeframe for reporting such transactions. The filing notes standard SEC reminders regarding the accuracy of statements and penalties for intentional misstatements or omissions, reinforcing the legal significance of the disclosure.

Going forward, Williams's beneficial ownership position in CSX will be subject to continued monitoring and reporting requirements as long as she remains in her officer position at the company or maintains a position that triggers Section 16 reporting obligations. Any future transactions in CSX securities will be subject to similar disclosure requirements, and cumulative changes in her ownership position will be tracked through subsequent filings. The current disclosure provides a baseline understanding of her ownership structure as of the July 24, 2026 transaction date.