Form 8-K

8-K — CSX CORP

Accession: 0000277948-26-000034

Filed: 2026-10-13

Period: 2026-10-12

CIK: 0000277948

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — csx-20261012.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (pressrelease_101226.htm)

GRAPHIC (csx-20261012_g1.jpg)

GRAPHIC (press_releasexbannera.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: csx-20261012.htm · Sequence: 1

csx-20261012

0000277948false00002779482026-10-122026-10-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2026

CSX CORPORATION

(Exact name of registrant as specified in its charter)

Virginia 1-8022 62-1051971

(State or other jurisdiction (Commission File No.) (I.R.S. Employer

of incorporation) Identification No.)

500 Water Street, 15th Floor, Jacksonville, FL 32202

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(904) 359-3200

____________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

_☐_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

_☐_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

_☐_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

_☐_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Common Stock, $1 Par Value CSX NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company _☐_

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. _☐_

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 12, 2026, CSX Corporation (the "Company" or "CSX") announced that Michael A. Cory is retiring from the Company. In connection with his retirement and in order to facilitate a smooth transition of his responsibilities, Mr. Cory will cease serving in his position as Executive Vice President and Chief Operating Officer of the Company, effective October 12, 2026 (the "Transition Date"), and will provide transition services from the Transition Date through May 8, 2027 (the "Transition Period"), at which time his employment with the Company will terminate in all capacities.

The Company has entered into a Transition Agreement with Mr. Cory (the “Transition Agreement”) under which, during the Transition Period, he will continue to receive, subject to his execution and non-revocation of a release of claims and compliance with post-employment restrictive covenants (including the Non-Compete Agreement (as defined below)), his current base salary at the annual rate of $780,000, payment of his annual bonus under the CSX Management Incentive Compensation Plan (“MICP”) in effect for 2026 based on actual performance in accordance with its terms, and benefits under the Company’s health and welfare plans and programs. In addition, Mr. Cory will be eligible to receive an annual bonus under the 2027 MICP with a target bonus opportunity in the same amount as his target bonus opportunity for 2026, with payment of any such bonus pro-rated based on the number of days he is employed in 2027 and based on actual performance goals in accordance with the terms of the 2027 MICP and payable at the time bonuses are paid to the Company’s senior executives. Mr. Cory’s outstanding equity incentive awards will be treated in accordance with a “retirement” termination under the terms of the applicable award agreements.

Mr. Cory has also entered into a Non-Compete Agreement with the Company (the “Non-Compete Agreement”), pursuant to which Mr. Cory is subject to non-competition and non-solicitation restrictions that apply during his continued employment with the Company and for 24 months following the termination of his employment, and confidentiality restrictions that apply during employment and at all times thereafter.

The foregoing descriptions of the Transition Agreement and Non-Compete Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements to be attached to the Company’s Annual Report on Form 10-K filed for the fiscal year ending December 31, 2026.

Item 7.01 Regulation FD Disclosure.

On October 12, 2026, the Company issued a press release announcing the leadership change reported in this Current Report on Form 8-K. 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.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith:

Exhibit Number Description

99.1

Press Release, dated October 12, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 S. BURNS

Name: Michael S. Burns

Title: Senior Vice President – Chief Legal Officer and Corporate Secretary

DATE: October 13, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: pressrelease_101226.htm · Sequence: 2

Document

Exhibit 99.1

CSX Announces Retirement of Chief Operating Officer Mike Cory

JACKSONVILLE, Fla. – October 12, 2026 – CSX (NASDAQ: CSX) announced today that Mike Cory, executive vice president and chief operating officer, is retiring from the company. Mike will work with the entire leadership team to ensure a smooth transition.

“Mike has dedicated his career to the railroad industry and has made significant contributions to CSX, our customers, and our employees, helping drive safety and productivity to record levels while developing a strong bench of leaders across our Operations organization,” said Steve Angel, president and chief executive officer. “On behalf of the entire company and our Board of Directors, I want to thank him for his leadership and commitment to CSX. We wish him all the best in retirement.”

Doug Ryhorchuk, senior vice president of Operations, and Casey Albright, senior vice president of Network Operations and Service Design, will now report directly to Angel. Ryhorchuk spent nearly four decades at CN before coming to CSX in 2024 and oversees CSX’s transportation, engineering, and mechanical functions, with a focus on safety and efficiency. Albright has nearly 30 years of service at CSX and leads the design and execution of service plans that strengthen network fluidity and service reliability.

“CSX has a deep and experienced operations leadership team,” Angel said. “I have great confidence in Doug, Casey, and our entire Operations organization. Under their leadership, our priorities remain the same: operating safely, delivering consistent and reliable service to our customers, and driving long-term value for our shareholders as we continue working to make CSX the best-performing railroad in North America.”

About CSX

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links approximately 250 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corporation and its subsidiaries is available at www.csx.com. Like us on Facebook (http://facebook.com/OfficialCSX) and follow us on X, formerly known as Twitter (https://x.com/CSX).

Contact:

Matthew Korn, CFA, Investor Relations

904-366-4515

Austin Staton, Corporate Communications

855-955-6397

###

GRAPHIC

Filename: csx-20261012_g1.jpg · Sequence: 6

Binary file (129529 bytes)

Download csx-20261012_g1.jpg

GRAPHIC

Filename: press_releasexbannera.jpg · Sequence: 7

Binary file (167003 bytes)

Download press_releasexbannera.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.3

Cover page

Oct. 12, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Oct. 12, 2026

Entity Registrant Name

CSX CORP

Entity Incorporation, State or Country Code

Entity File Number

1-8022

Entity Tax Identification Number

62-1051971

Entity Address, Address Line One

500 Water Street

Entity Address, Address Line Two

15th Floor

Entity Address, City or Town

Jacksonville

Entity Address, State or Province

Entity Address, Postal Zip Code

32202

City Area Code

904

Local Phone Number

359-3200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Title of 12(b) Security

Common Stock, $1 Par Value

Trading Symbol

CSX

Security Exchange Name

NASDAQ

Entity Central Index Key

0000277948

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration