CSX CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CSX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

March 25, 2025

Dear Valued Shareholders,

The year 2024 showcased the resilience, determination and innovation of CSX and its dedicated employees. Faced with extraordinary challenges—including the devastating collapse of the Francis Scott Key Bridge and Hurricanes Debby, Helene and Milton, as well as the East Coast port strike between the International Longshoreman’s Association and the United States Maritime Alliance—the CSX team rose to the occasion. They worked tirelessly to sustain operations and provide critical support to impacted communities. Last year was a powerful testament to the strength of ONE CSX, our unified approach to teamwork and collaboration, and a true reflection of how we deliver for our customers and stakeholders, even in the face of adversity.

When the hurricanes struck, CSX employees moved quickly to restore operations. Critical rail traffic was rerouted, and communication and signal infrastructure was swiftly repaired. Emergency responses like these helped ensure efficient recoveries. While outstanding progress was made, our crews continue reconstructing more than 60 miles of track that were severely damaged by the storms. However, we recognize that the human toll from these natural disasters far outweighs our operational challenges. Our thoughts remain with the communities that are still recovering, and we are committed to supporting our neighbors as they rebuild.

Despite the various challenges we faced throughout 2024, the CSX team exemplified extraordinary professionalism, collaboration and compassion. Our employees communicated with customers, government officials and stakeholders while prioritizing the safety and well-being of our teams and the communities we serve. Through donations to community funds, direct outreach to neighbors and team members and innovative routing solutions to support our customers, we demonstrated our unwavering belief that together, we can achieve more.

Investing in Growth

At CSX, we view every challenge as an opportunity to grow stronger. Our commitment to long-term growth is built on strategic investments that enhance network efficiency, increase capacity and build resilience in our operations.

To position ourselves for success, we have made it a point to listen to our customers. Increased site visits, surveys, whiteboarding sessions and other touchpoints have allowed us to better understand our customers’ needs. With Operations and Sales and Marketing teams working collaboratively as part of ONE CSX, we have created tailored solutions that reinforce our role as a trusted partner.

Our industrial development initiatives reflect this collaborative approach. With over 550 projects in our industrial development pipeline, we anticipate significant new business opportunities in the years ahead, driving growth across multiple industries.

We are making significant investments in infrastructure to enhance connectivity and efficiency across our network. One key project is the modernization of the Howard Street Tunnel in Baltimore, which will soon support double-stack intermodal service along the vital I-95 Rail Corridor.

Additionally, in October 2024, we celebrated the acquisition of the rail lines operated by Genesee & Wyoming Inc.’s Meridian & Bigbee Railroad, L.L.C. (“MNBR”). This marks the first new interchange in the U.S. in decades—a strategic partnership with Canadian Pacific Kansas City Limited (“CPKC”) near the Alabama-Mississippi border. This groundbreaking development will strengthen East-West and Mexico traffic routes, creating smoother and more efficient transportation solutions for our customers. Projects like the development of the MNBR and the modernization of the Howard Street Tunnel enhance customer service and unlock new avenues for expansion, delivering great value across our network.

At the same time, we are actively preparing for the future by advancing alternative fuel solutions, such as biofuels, in alignment with our sustainability goals and those of our customers. This was highlighted in April 2024 with the unveiling of our first hydrogen-powered locomotive—a milestone in sustainable innovation. CSX is strategically positioned to support emerging industries and take a leading role in driving the transition towards a more sustainable economy.

Letter to Shareholders

Last year was a powerful testament to the strength of ONE CSX, our unified approach to teamwork and collaboration, and a true reflection of how we deliver for our customers and stakeholders, even in the face of adversity.”

Celebrating Safety Through Culture

While growth remains a key focus, nothing is more important than the safety of our employees, customers and communities we serve. This is why we launched our SAFE CSX initiative—a transformational effort to instill a proactive and shared commitment to safety across our organization.

In addition to tying safety to rules enforcement, we are also shifting towards a culture of engagement and risk management. With the support of safety experts at DEKRA, our Operations team has embarked on a three-year process of hands-on training, mentorship and collaboration to reshape how we identify and mitigate risk.

Our field leaders play a critical role in this transformation, engaging directly with employees to foster open conversations about safety, provide meaningful feedback and celebrate the many acts of safe work that often go unnoticed. This initiative is a collective effort, supported by the cultural attributes that define CSX:

■WE CARE – Treating everyone with respect, understanding and appreciation.

■WE CONNECT – Building engaged teams and a sense of shared purpose.

■WE MAKE IT SAFE – Identifying and mitigating risks to create a safer workplace.

■WE SPEAK UP – Voicing concerns to protect our operations and colleagues.

■WE OWN IT – Taking pride in our work and responsibilities.

■WE LEARN – Sharing insights to drive continuous improvement.

Through SAFE CSX, our approach to safety has evolved into a balanced process that recognizes excellence, fosters learning and reduces risk exposure. I am confident that these efforts will strengthen our safety culture and create lasting positive impacts for our teams and stakeholders alike.

Driving Success Through ONE CSX

Employee engagement remains fundamental to our success. As part of our ONE CSX culture, we continue to implement and reinforce programs that support employee engagement and improve collaboration across the Company.

In 2024, we again took the lead on announcing—prior to national bargaining—that we had reached new tentative five-year collective bargaining agreements. These agreements secured fair wage increases, improved paid time off and enhanced healthcare benefits for our employees. To date, CSX has reached agreements with a majority of our labor unions, resulting in ratified agreements with approximately half of our unionized workforce. We remain committed to collaborating with our union partners to achieve similar agreements across the remaining crafts, ensuring meaningful workplace improvements and strengthening the partnership with our dedicated employees.

We also hosted nine Family Day events in 2024, attended by over 20,000 employees and their loved ones, spanning every region across our network. These county fair-style gatherings offered opportunities to celebrate our team’s contributions and foster deeper connections. We also treated employees to NASCAR race events and organized Bring Your Child to Work days, allowing their children to gain firsthand insight into our operations.

Building on this momentum, we enhanced our formal recognition program in 2024, providing innovative ways to celebrate the accomplishments of our team, from individual achievements to cross-functional initiatives.

Through initiatives like these, we are empowering our team members to drive results and demonstrating to employees our commitment to cultivating a culture in which every employee feels valued, included, respected, appreciated and listened to.

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Letter to Shareholders

Building on a Foundation of Resilience

I am incredibly proud of what CSX achieved in 2024. Together, we navigated hurricanes, market uncertainties and operational disruptions—all while prioritizing our people, our customers and our communities. This resilience is only possible because of the dedication of our ONE CSX team and our proven operating model.

As we move into 2025, I am optimistic about the opportunities ahead. The strong momentum we have built through strategic growth initiatives, infrastructure enhancements and cultural transformation positions us well to deliver for customers and create value for shareholders. With ONE CSX at the heart of everything we do, I have no doubt that we will continue driving results, building stronger relationships and achieving sustainable success.

We look forward to further discussing our progress at the Company’s 2025 Annual Meeting on May 7th at 10:00 a.m. EDT. To join, visitwww.virtualshareholdermeeting.com/CSX2025 and enter the 16-digit control number from your proxy card or voting instruction form.

We encourage shareholders to review the 2024 CSX Annual Report, which includes audited financial statements and insights into our business. Proxy materials are available electronically, reflecting our commitment to transparency and environmental sustainability.

Every vote matters. Please submit your proxy promptly via the Internet, by phone or by returning your proxy card or voting instruction form in the postage-paid envelope provided. If you attend the meeting virtually, you can still vote online during the session.

Thank you for your continued engagement and partnership in shaping CSX’s future.

Sincerely,

JOSEPH R. HINRICHS

President and Chief Executive Officer

Consistent with CSX’s commitment to governance, environmental stewardship and timely access to Company information, this year’s Proxy materials will be available to shareholders online.

Logistics

The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) will be held:

DATE AND TIMEWednesday, May 7, 2025, at 10:00 a.m. EDT

HOW TO ATTEND THE ANNUAL MEETINGIf you plan to participate in the Annual Meeting, please see the instructions in the Questions and Answers section of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend. Shareholders may only participate online at www.virtualshareholdermeeting.com/CSX2025.

RECORD DATEOnly shareholders of record at the close of business on March 7, 2025, which is the record date for the Annual Meeting, are entitled to vote.

Advance Voting

ONLINEwww.proxyvote.com

BY PHONE1-800-690-6903

BY MAILMark, sign, date and promptly mail the enclosed proxy card or voting instruction form in the postage-paid envelope

Items of Business

The persons named as proxies will use their discretion to vote on other matters that may properly come before the Annual Meeting.

To Our Shareholders

The above matters are described in the Proxy Statement. You are urged, after reading the Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) complete, sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided if you requested printed proxy materials. This proxy is being solicited on behalf of the Company’s Board of Directors.

The Notice Regarding the Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) are being mailed or made available to shareholders on or about March 25, 2025.

By Order of the Board of Directors,

MICHAEL S. BURNS

Senior Vice President – Chief Legal Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2025The Company’s Notice for the Annual Meeting, Proxy Statement and 2024 Annual Report are available, free of charge, at www.proxyvote.com.

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