CSX EVP reports tax-withholding share dispositions

CSX CORP executive vice president Stephen Fortune reported tax-related share dispositions, not open-market sales.

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Rhea-AI Filing Summary

CSX CORP executive vice president Stephen Fortune reported tax-related share dispositions, not open-market sales. On February 13, 2026, he used CSX common stock to satisfy tax obligations in three separate transactions coded “F,” including 2,010 shares at $40.87 per share.

After these tax-withholding dispositions, Fortune directly owned 76,869 shares of CSX common stock, according to the filing. Footnotes clarify the transactions were specifically to cover tax liabilities and that his holdings also reflect shares accumulated through dividend reinvestment on prior restricted stock unit awards.

Insider Trade Summary

Exercise Price or Tax Liability: 5,578 shares

Exercise Price or Tax Liability 3 txns

Insider Fortune Stephen

Role EVP - CD & TO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,010	$40.87	$82K
Exercise Price or Tax Liability	Common Stock	1,711	$40.87	$70K
Exercise Price or Tax Liability	Common Stock	1,857	$40.87	$76K

Holdings After Transaction: Common Stock — 76,869 shares (Direct)

Footnotes (4)

F1. Withholding of stock to satisfy tax obligation.
F2. Includes 214 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").
F3. Includes 126 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.
F4. Includes 73 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.

FAQ

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What insider transaction did CSX (CSX) executive Stephen Fortune report?

Stephen Fortune reported using CSX common shares to cover tax obligations. On February 13, 2026, he executed three Form 4 code “F” tax-withholding dispositions, reflecting shares withheld rather than an open-market purchase or sale transaction.

How many CSX (CSX) shares were involved in Stephen Fortune’s Form 4 filing?

The Form 4 shows three tax-withholding dispositions of CSX common stock, including a transaction for 2,010 shares at $40.87 per share. These transactions were reported as code “F,” indicating stock withheld to satisfy tax liabilities associated with equity compensation.

At what price were Stephen Fortune’s CSX (CSX) tax-withholding shares valued?

The reported CSX common stock tax-withholding dispositions used a price of $40.87 per share. This per-share value is disclosed for each of the February 13, 2026 transactions coded “F,” which were undertaken to satisfy Fortune’s associated tax obligations.

How many CSX (CSX) shares does Stephen Fortune own after these transactions?

After the February 13, 2026 tax-withholding dispositions, Stephen Fortune directly owned 76,869 shares of CSX common stock. The filing notes this post-transaction balance and indicates his holdings also reflect shares acquired through dividend reinvestment on prior RSU grants.

Does Stephen Fortune’s CSX (CSX) Form 4 show open-market selling?

The Form 4 does not show open-market selling; it reports code “F” tax-withholding dispositions. Shares were withheld to satisfy tax obligations on equity awards, meaning the transactions reduced share count but were not discretionary sales into the open market.

What does transaction code “F” mean in Stephen Fortune’s CSX (CSX) Form 4?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In Fortune’s case, the filing specifies withholding of CSX shares to satisfy tax obligations tied to his equity compensation, rather than a voluntary open-market trade.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/18/2026 - 04:34 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fortune Stephen

(Last)

(First)

(Middle)

500 WATER STREET

15TH FLOOR

(Street)

JACKSONVILLE

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)
	EVP - CD & TO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		F		2,010⁽¹⁾	D	$40.87	80,238⁽²⁾	D
Common Stock	02/13/2026		F		1,711⁽¹⁾	D	$40.87	78,653⁽³⁾	D
Common Stock	02/13/2026		F		1,857⁽¹⁾	D	$40.87	76,869⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Withholding of stock to satisfy tax obligation.

2. Includes 214 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").

3. Includes 126 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.

4. Includes 73 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.

	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR