CSX EVP Stephen Fortune exercises and sells shares

CSX Corp executive Stephen Fortune, EVP - CD & TO, reported an option exercise and share sale.

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Rhea-AI Filing Summary

CSX Corp executive Stephen Fortune, EVP - CD & TO, reported an option exercise and share sale. On February 3, 2026, he exercised 31,456 options for CSX common stock at $31.67 per share, increasing his direct holdings to 113,490 shares.

On the same date, he sold 31,456 CSX common shares at a weighted average price of $38.65 per share, leaving him with 82,034 directly held shares. The option, originally exercisable at $31.67, was part of a grant vesting in three equal installments on February 15, 2024, 2025, and 2026.

Insider Trade Summary

Exercise and Sale: 31,456 shares ($220K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider Fortune Stephen

Role EVP - CD & TO

Sold 31,456 shs ($1.22M)

Approx. gross sale proceeds $1.22M

Approx. exercise cost $996K

Approx. pre-tax spread $220K

Type	Security	Shares	Price	Value
Exercise	Option	31,456	$0.00	$0.00
Exercise	Common Stock	31,456	$31.67	$996K
Sale	Common Stock	31,456	$38.65	$1.22M

Holdings After Transaction: Option — 15,729 contracts (Direct); Common Stock — 82,034 shares (Direct)

Footnotes (2)

F1. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $38.56 to $38.73, inclusive. The Reporting Person undertakes to provide to CSX Corporation, any security holder of CSX Corporation, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2. The option vests in three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.

FAQ

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What insider transactions did CSX (CSX) EVP Stephen Fortune report?

Stephen Fortune reported exercising 31,456 stock options and selling 31,456 CSX common shares. The options were exercised at $31.67 per share, and the common stock was sold at a weighted average price of $38.65 per share on February 3, 2026.

At what prices did Stephen Fortune exercise and sell CSX (CSX) shares?

He exercised 31,456 CSX stock options at an exercise price of $31.67 per share. He then sold 31,456 CSX common shares at a weighted average sale price of $38.65 per share, based on multiple trades between $38.56 and $38.73.

How many CSX (CSX) shares does Stephen Fortune own after this Form 4?

After the reported transactions, Stephen Fortune directly owns 82,034 CSX common shares. Before the sale, his holdings had increased to 113,490 shares following the exercise of 31,456 options into CSX common stock on February 3, 2026.

What CSX (CSX) stock option grant did Stephen Fortune exercise?

He exercised an option covering 31,456 CSX common shares with a $31.67 exercise price. The option was scheduled to vest in three equal installments on February 15, 2024, February 15, 2025, and February 15, 2026, and had an expiration date of February 15, 2033.

What does the weighted average sale price mean in this CSX (CSX) Form 4?

The weighted average price of $38.65 reflects multiple CSX share sales between $38.56 and $38.73. The filing notes that detailed trade-level prices and share amounts within this range are available upon request to CSX, its security holders, or SEC staff.

What is Stephen Fortune’s role at CSX (CSX) in this Form 4 filing?

In this Form 4, Stephen Fortune is identified as an officer of CSX Corporation with the title “EVP - CD & TO.” He is not listed as a director or 10% owner, and the filing is made for him as a single reporting person.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/04/2026 - 04:24 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)
02/03/2026

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	02/03/2026		M		31,456	A	$31.67	113,490	D
Common Stock	02/03/2026		S		31,456	D	$38.65⁽¹⁾	82,034	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)
Option	$31.67	02/03/2026		M			31,456	⁽²⁾	02/15/2033	Common Stock	31,456	$0	15,729	D

Explanation of Responses:

1. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $38.56 to $38.73, inclusive. The Reporting Person undertakes to provide to CSX Corporation, any security holder of CSX Corporation, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The option vests in three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.

Remarks:

Power of Attorney is attached as Exhibit 24 hereto.

	Kacey D. Heekin-Luchin, Attorney-in-Fact	02/04/2026
	** 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