Material Agreement Form 8 K

On September 16, 2024, CSX Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $550,000,000 aggregate principal amount of the Company's 4.900% Notes due 2055 (the "Notes"). The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3ASR(Registration No. 333-262788)which became effective February 16, 2022. On September 16, 2024, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 16, 2022, and Prospectus Supplement, dated September 16, 2024, pertaining to the offering and sale of the Notes.

Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Company expects the offering of the Notes to close on September 18, 2024, subject to customary closing conditions.

The foregoing summary is qualified by reference to the Underwriting Agreement which is filed as an exhibit to this Current Report on Form 8-Kand is incorporated by reference herein and in the above-referenced shelf registration statement.