CSX Corp Files 8-K: Officer/Director Changes & Compensation

TL;DR

CSX filed an 8-K detailing leadership changes and compensation updates.

AI Summary

CSX Corporation filed an 8-K on September 29, 2025, reporting events as of September 26, 2025. The filing indicates changes related to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals potential shifts in CSX's leadership and executive compensation structure, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors or officers, especially if accompanied by compensation adjustments, can indicate underlying strategic shifts or governance issues that may affect the company's future performance.

Key Numbers

• 001-08022 — SEC File Number (Identifier for CSX Corporation's filings)
• 62-1051971 — EIN (Employer Identification Number for CSX Corporation)

Key Players & Entities

• CSX Corporation (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported
• September 29, 2025 (date) — Date of report
• Virginia (jurisdiction) — State of incorporation
• Jacksonville, FL (location) — Principal executive offices

FAQ

Key Financial Figures

• $1 — ge on which registered Common Stock, $1 Par Value CSX NASDAQ Global Select
• $1,500,000 — eceive an initial annual base salary of $1,500,000 and will have an initial annual target
• $10,000,000 — lan having a grant date target value of $10,000,000, comprised (i) 50% of performance share
• $13,500,000 — 026 having a grant date target value of $13,500,000. The Company will also provide Mr. Ange
• $100,000 — ida, will reimburse Mr. Angel for up to $100,000 in non-refundable expenses incurred by
• $200,000 — ncelled in 2025, and will provide up to $200,000 per year for his personal use of the co
• $40,000 — d; and Outplacement services of up to $40,000 for the period commencing on the termin

Filing Documents

• dp234871_8k.htm (8-K) — 39KB
• dp234871_ex9901.htm (EX-99.1) — 21KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 8KB
• 0000950103-25-012355.txt ( ) — 257KB
• csx-20250926.xsd (EX-101.SCH) — 3KB
• csx-20250926_lab.xml (EX-101.LAB) — 33KB
• csx-20250926_pre.xml (EX-101.PRE) — 22KB
• dp234871_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Chief Executive Officer Transition On September 28, 2025, the Board of Directors (the "Board") of CSX Corporation (the "Company") appointed Stephen Angel as President and Chief Executive Officer of the Company and a member of the Board, effective immediately. Mr. Angel succeeds Joseph R. Hinrichs, who separated from his employment as President and Chief Executive Officer of the Company, effective as of September 27, 2025. Mr. Hinrichs also resigned from the Board effective upon his separation. In connection with his separation from employment, Mr. Hinrichs has entered into a separation agreement providing for his separation benefits provided for under his employment agreement. Mr. Angel, 70, is an accomplished executive with over 45 years of experience leading large, public companies and generating strong shareholder returns. He has a long and proven track record of leading high-performing teams, fostering a collaborative culture, and driving operational excellence and growth, while maintaining disciplined capital allocation and attractive returns on capital. Mr. Angel served as Linde Chief Executive Officer from 2018 to 2022, and Chairman since 2022. He plans to retire from Linde's Board effective 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. Prior to Praxair's merger with Linde, Mr. Angel served as Chairman, President, and Chief Executive Officer from 2007 to 2018, helping guide Praxair through significant transformation while identifying and pursuing strategic growth initiatives. He first joined Praxair in 2001 as Executive Vice President, responsible for Praxair's businesses in North America, Europe, and Asia. He was later named President and Chief Operating Officer i

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 29, 2025, the Company issued a press release announcing the leadership changes mentioned above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) The following exhibits are being furnished herewith: Exhibit Number Description 99.1 Press Release, dated September 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Internet addresses are provided for informational purposes only and are not intended to be hyperlinks. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CSX CORPORATION By: /s/ Michael Burns Michael Burns Senior Vice President, Chief Legal Officer and Corporate Secretary Date: September 29, 2025

View Full Filing

View this 8-K filing on SEC EDGAR