CSX (CSX) SVP Maryclare Kenney surrenders shares for tax withholding

Rhea-AI Filing Summary

CSX Corporation senior vice president and chief commercial officer Maryclare T. Kenney reported tax-related share dispositions. On February 13, 2026, she surrendered 294, 198, and 441 CSX common shares at $40.87 per share to satisfy tax obligations tied to equity awards.

After these transactions, she held 6,543 shares directly, plus indirect holdings of 3,429 shares through the CSX Corporation 401(k) Plan and 4,154 shares in a Joint Revocable Trust, which include shares accumulated via dividend reinvestment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kenney Maryclare T.

(Last) (First) (Middle)

500 WATER STREET

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSX CORP [ CSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CCO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F		294(1)	D	$40.87	7,160(2)	D
Common Stock	02/13/2026		F		198(1)	D	$40.87	6,975(3)	D
Common Stock	02/13/2026		F		441(1)	D	$40.87	6,543(4)	D
Common Stock								3,429	I	CSX Corporation 401(k) Plan(5)
Common Stock								4,154	I	Joint Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Withholding of stock to satisfy tax obligation.

2. Includes 27 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").

3. Includes 13 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.

4. Includes 9 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.

5. By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of cash value held in the CSX Stock Fund, which amounts will fluctuate dependent upon the daily net asset value of the fund.

Remarks:

Power of Attorney is attached as Exhibit 24 hereto.

	Kacey D. Heekin-Luchin, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CSX (CSX) executive Maryclare T. Kenney report?

Maryclare T. Kenney reported disposing of CSX common shares to cover tax obligations. On February 13, 2026, she surrendered blocks of 294, 198, and 441 shares at $40.87 per share as tax-withholding related to equity compensation awards, not open-market sales.

Was the CSX (CSX) Form 4 transaction an open-market sale?

The Form 4 does not show open-market sales by Maryclare T. Kenney. The transactions use code F and are described as payment of tax liability by delivering CSX shares, meaning shares were withheld to satisfy taxes on equity awards rather than sold on the open market.

How many CSX (CSX) shares does Maryclare T. Kenney hold directly after the Form 4?

After the reported tax-withholding dispositions, Maryclare T. Kenney directly holds 6,543 CSX common shares. This figure appears as the total shares following the final transaction and reflects her remaining direct ownership stake in CSX after satisfying related tax obligations.

What indirect CSX (CSX) holdings does Maryclare T. Kenney report?

She reports 3,429 CSX share equivalents indirectly through the CSX Corporation 401(k) Plan and 4,154 shares in a Joint Revocable Trust. Footnotes explain the 401(k) figure reflects equivalent shares in the CSX Stock Fund, with amounts fluctuating based on daily net asset value.

What does transaction code F mean in the CSX (CSX) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. For CSX, Maryclare T. Kenney used CSX shares to satisfy tax withholding on restricted stock unit awards rather than paying taxes in cash or executing traditional market sales.

Do dividend reinvestments affect Maryclare T. Kenney’s CSX (CSX) share totals?

Yes, footnotes state her holdings include shares acquired through dividend reinvestment since the RSU grant dates. Specifically, 27, 13, and 9 CSX shares were added over time as dividends were reinvested, modestly increasing her indirect and trust-held ownership positions.