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On July 24, 2026, Michael S. Burns, Senior Vice President, Chief Legal Officer, and Corporate Secretary of CSX Corporation, disclosed multiple equity transactions involving the acquisition and sale of common stock. According to the filing submitted to the SEC on July 27, 2026, Burns purchased 13,000 shares at $26.50 each and sold 13,000 shares at a weighted average price of $52.68 per share, in compliance with Section 16 reporting requirements for company officers.
Key Points
- NASDAQ: CSX
- Michael S. Burns, SVP, Chief Legal Officer and Corporate Secretary, executed stock transactions on July 24, 2026
- Burns acquired 13,000 shares at $26.50 and sold 13,000 shares at a weighted average of $52.68
- Post-transactions, Burns held 72,643 shares directly and 1,818 shares indirectly via the CSX Corporation 401(k) Plan
July 24 Stock Purchase Details
On July 24, 2026, Michael Burns purchased 13,000 shares of CSX Corporation common stock at $26.50 per share, recorded under transaction code "M," indicating a securities acquisition. This purchase increased Burns's direct beneficial ownership, signaling his confidence or strategic interest in the company.
The filing does not specify the motivation behind the purchase or whether it was part of a broader strategy. Following this acquisition, Burns's direct beneficial ownership totaled 72,643 shares prior to the stock sale later that day.
July 24 Stock Sale Details
Later on the same day, Burns sold 13,000 shares of CSX common stock at a weighted average price of $52.68 per share. The shares were sold across multiple transactions with prices ranging from $52.67 to $52.71. This sale reduced his direct holdings and generated a substantial gain given the difference between the purchase and sale prices.
The weighted average sale price of $52.68 represents nearly double the purchase price of $26.50, reflecting significant intraday price movement or strategic execution. Burns has committed to providing further details on the share quantities sold at each specific price within the disclosed range upon request by CSX Corporation, any shareholder, or SEC staff.
Ownership Position After Transactions
Following the July 24 transactions, Burns retained direct beneficial ownership of 59,643 shares of CSX common stock. Additionally, he held 1,818 shares indirectly through the CSX Corporation 401(k) Plan, managed by a trustee within the CSX Stock Fund.
The indirect shares through the 401(k) plan represent cash-equivalent shares whose value fluctuates daily based on the fund’s net asset value. This form of indirect ownership is common among executives participating in company retirement plans.
Employee Stock Purchase Plan Participation
The filing also notes Burns acquired 662 shares under the CSX Employee Stock Purchase Plan on June 30, 2026. These shares are included in his total direct beneficial ownership of 72,643 shares reported after the July 24 purchase. Employee stock purchase plans allow employees, including executives, to buy company stock at predetermined prices, often with company contributions.
This acquisition highlights Burns’s ongoing participation in CSX’s employee equity programs alongside his market transactions.
Derivative Securities and Stock Options
Burns held derivative securities in the form of stock options as of the transaction date. Specifically, he owned 10,457 options exercisable at $26.50 per share, granted on February 18, 2023, and expiring on February 18, 2030. These options give him the right to purchase shares at the stated exercise price.
On July 24, 2026, Burns acquired 13,000 additional options at the $26.50 exercise price, recorded under transaction code "M," indicating a grant or acquisition. These options likely represent equity compensation grants vested according to CSX’s schedule.
Executive Role and SEC Filing Compliance
Michael S. Burns serves as Senior Vice President, Chief Legal Officer, and Corporate Secretary at CSX Corporation. These roles require compliance with Section 16 of the Securities Exchange Act of 1934, mandating officers and directors to report changes in beneficial ownership within two business days.
Burns’s Form 4 filing on July 27, 2026, was submitted three calendar days after the transactions, meeting SEC reporting standards. The filing was signed by attorney-in-fact Kacey D. Heekin-Luchin on Burns’s behalf, reflecting standard corporate governance procedures.
Transaction Codes and Reporting Classification
The filing uses SEC transaction codes to classify the nature of the trades: "M" for purchases and derivative grants, and "S" for sales. These codes help investors and regulators quickly identify transaction types without additional explanation.
Burns filed as a single reporting person, indicating he reported these transactions independently rather than as part of a group or joint filing.
Market Context and Stock Price Movement
The price gap between Burns’s purchase at $26.50 and sale at $52.68 on July 24, 2026, suggests significant intraday price volatility or transactions executed at different times throughout the trading day. The approximate 98.8% price increase indicates either strong market movement or strategic pricing.
Public information does not clarify the immediate impact on CSX’s share price, but the ability to sell shares at prices nearly double the purchase price on the same day points to active trading conditions for CSX stock on July 24, 2026.
Legal Compliance and Disclosure Accuracy
The filing includes standard SEC disclaimers emphasizing that intentional misstatements or omissions in Form 4 filings constitute federal criminal offenses under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). This underscores the legal importance of accurate insider trading disclosures.
Burns’s signature, executed via attorney-in-fact, affirms the accuracy of the reported information and his responsibility for the disclosure. This filing serves as the official public record of his beneficial ownership changes in accordance with securities regulations.
