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)

Dear Valued Shareholders,

CSX has entered 2026 with clear operational momentum, built over several quarters of disciplined execution and reinforced by the completion of major infrastructure investments across our network. In 2025, we made meaningful progress on key priorities—operating safely, serving our customers reliably, and strengthening the long-term resiliency and capacity of our network—that will support improved financial performance for the Company.

A hallmark of the year was the on-schedule completion of two transformative infrastructure projects that expand and improve the capabilities of our network. The rebuilding of the Blue Ridge Subdivision in North Carolina and Tennessee restored and modernized a critical corridor, improving reliability and resilience in a key region for merchandise and intermodal traffic. In Baltimore, we completed the Howard Street Tunnel project, a milestone that expands vertical clearance and positions CSX to launch efficient double-stack intermodal service through the city. With full double-stack capability anticipated in the Spring of 2026, this investment creates opportunities for new intermodal service offerings into the Northeast that we expect to be an important driver of future growth.

We also marked a significant achievement with the completion of the CREATE 75th Street Flyover in Chicago. By separating freight and passenger rail traffic at one of the nation’s most congested rail junctions, this project improves fluidity through the Chicago gateway and enhances network velocity. For customers, these projects translate into more consistent transit times, greater capacity, and a more competitive, environmentally-efficient rail option.

Intermodal continued to be the primary driver of CSX volume growth in 2025. International intermodal led the way, supported by strong port connectivity, while domestic picked up strongly over the second half of the year as we initiated new routes and service offerings. New commercial agreements played a central role in this progress. We launched the Southeast Mexico Express with CPKC, creating a seamless solution linking U.S. Southeast markets with Mexico. With BNSF, we developed faster services connecting the Los Angeles Basin to Atlanta, Charlotte, and other areas in the East, providing customers with a compelling long-haul solution. Working with CN, we strengthened service connecting Canada to Nashville, opening new end-to-end supply chain options across North America.

Our merchandise business was affected by mixed demand trends over the course of the year. While steady infrastructure activity helped lift performance in Minerals, other key segments such as Chemicals and Automotive continued to face pressure from broader market dynamics. More broadly, a soft industrial

economy, shifting trade policies, weak global commodity prices, elevated interest rates, weak housing starts, and a persistently soft trucking market added complexity to planning and execution throughout the year.

Against this backdrop, our strategy remains grounded in what we can control: operational excellence, cost discipline, and prudent use of capital. Our railroad continues to operate at a high level, delivering consistency and reliability for our customers. We have adjusted our cost structure, and our leadership team is aligned in driving stronger productivity and fiscal responsibility across the railroad. In 2025, we distributed nearly $2.4 billion to our investors through dividends and buybacks. This year, we will continue to return capital to our shareholders after investing in our network to improve efficiency, increase capacity, and support safer, more predictable operations—benefits that directly affect our customers and, ultimately, our shareholders.

As the industry continues to evolve, our aim is to firmly establish CSX as the best performing railroad in North America with a focus on creating long-term value. We will work to ensure that the Company stays well-positioned to compete in the marketplace, deliver best-in-class operational and financial metrics, and reward our shareholders. We are building a strong foundation for success for 2026 and beyond.

We look forward to further discussing our progress at the Company’s 2026 Annual Meeting on May 12th at 10:00 a.m. EDT. To join, visitwww.virtualshareholdermeeting.com/CSX2026 and enter the 16-digit control number from your proxy card or voting instruction form. We encourage shareholders to review the 2025 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.

Thank you for your continued confidence in CSX. We remain focused on delivering the right results the right way, creating long-term value for our customers, our communities, and our shareholders.

Sincerely,

STEPHEN F. ANGELPresident and Chief Executive OfficerMarch 30, 2026

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, 2025 (the “2025 Annual Report”) are being mailed or made available to shareholders on or about March 30, 2026.

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 12, 2026The Company’s Notice for the Annual Meeting, Proxy Statement, and 2025 Annual Report are available, free of charge, at www.proxyvote.com.