CSX (CSX) accounting chief disposes shares for tax withholding

Rhea-AI Filing Summary

CSX Corporation VP & Chief Accounting Officer Angela C. Williams reported three tax-related share disposals of common stock on February 13, 2026. A total of 811 shares were withheld to cover tax obligations at $40.87 per share, classified as “payment of exercise price or tax liability by delivering securities.” After these transactions, she held 38,495 CSX common shares directly. She also had 9,418 equivalent shares held indirectly through the CSX Corporation Savings Thrift (401(k)) Plan, where a trustee holds assets and values fluctuate with the plan’s CSX Stock Fund.

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^*

Williams Angela C

(Last) (First) (Middle)

500 WATER STREET

15TH FLOOR

(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)
	VP & Chief Accounting Officer

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		279(1)	D	$40.87	39,001(2)	D
Common Stock	02/13/2026		F		251(1)	D	$40.87	38,767(3)	D
Common Stock	02/13/2026		F		281(1)	D	$40.87	38,495(4)	D
Common Stock								9,418	I	CSX Corporation 401(k) Plan(5)

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

3. Includes 17 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 did CSX (CSX) executive Angela C. Williams report in this Form 4?

Angela C. Williams reported tax-related share disposals of CSX common stock. On February 13, 2026, 811 shares were withheld to satisfy tax obligations linked to equity awards, rather than sold in open-market transactions, at a reported price of $40.87 per share.

How many CSX (CSX) shares were disposed of for tax withholding and at what price?

A total of 811 CSX common shares were disposed of for tax withholding. The transactions occurred at a reported price of $40.87 per share, reflecting stock withheld to cover tax obligations tied to equity compensation, not discretionary market sales.

How many CSX (CSX) shares does Angela C. Williams hold after these transactions?

After the tax-withholding dispositions, Angela C. Williams directly held 38,495 CSX common shares. She also had 9,418 equivalent shares held indirectly in the CSX Corporation Savings Thrift Plan, where values track the CSX Stock Fund’s daily net asset value.

What is the nature of Angela C. Williams’ indirect CSX (CSX) holdings?

Her indirect holdings are in the CSX Corporation Savings Thrift (401(k)) Plan. A trustee holds amounts as equivalent CSX Stock Fund units, and the reported 9,418 equivalent shares fluctuate with the fund’s daily net asset value, rather than being directly owned shares.

Were the CSX (CSX) insider transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They were classified as code F, meaning stock was withheld to pay exercise price or tax liability, functioning as tax-withholding dispositions related to equity awards rather than voluntary trading activity.

What do the Form 4 footnotes reveal about CSX (CSX) dividend reinvestments?

The footnotes state that Williams’ holdings include small amounts of CSX shares acquired through dividend reinvestment on RSU grants. These include 26, 17, and 9 shares added since grant dates in 2023, 2024, and 2025, modestly increasing her total equity position over time.