CSX (CSX) EVP & COO covers tax bill with restricted stock shares

Rhea-AI Filing Summary

CSX CORP executive Cory Michael A., the company’s EVP & COO, reported three transactions in CSX common stock on February 13, 2026. Each was a tax-withholding disposition, using shares to cover tax obligations tied to equity compensation rather than open-market sales.

The dispositions involved 1,172, 1,296, and 1,406 shares, all valued at $40.87 per share. After these transactions, he continued to hold 80,750 CSX shares directly, which include additional shares acquired through automatic dividend reinvestment on prior restricted stock unit grants.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Cory Michael A.

Role EVP & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,172	$40.87	$48K
Tax Withholding	Common Stock	1,296	$40.87	$53K
Tax Withholding	Common Stock	1,406	$40.87	$57K

Holdings After Transaction: Common Stock — 83,182 shares (Direct)

Footnotes (1)

1. Withholding of stock to satisfy tax obligation. Includes 171 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs"). Includes 171 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs. Includes 99 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cory Michael A.

(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)
	EVP & COO

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		1,172(1)	D	$40.87	83,182(2)	D
Common Stock	02/13/2026		F		1,296(1)	D	$40.87	82,057(3)	D
Common Stock	02/13/2026		F		1,406(1)	D	$40.87	80,750(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)
				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 171 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").

3. Includes 171 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.

4. Includes 99 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.

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.
* 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.

FAQ

What insider activity did CSX (CSX) report for Cory Michael A.?

CSX reported that EVP & COO Cory Michael A. executed three tax-withholding stock dispositions on February 13, 2026. These transactions used CSX common shares to satisfy tax obligations related to equity awards, rather than representing open-market sales of stock.

How many CSX shares were used for tax withholding and at what price?

The insider used three blocks of CSX common stock—1,172, 1,296, and 1,406 shares—for tax withholding. Each block was valued at $40.87 per share, reflecting the price at which the shares were delivered to satisfy the related tax liabilities.

Does the CSX EVP & COO still hold shares after these transactions?

Yes. After the reported tax-withholding dispositions, EVP & COO Cory Michael A. held 80,750 CSX common shares directly. This total includes shares accumulated over time through the reinvestment of dividends on previously granted restricted stock units.

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

Transaction code F in the CSX Form 4 indicates stock was used to pay an exercise price or tax liability. In this case, the code reflects tax-withholding dispositions, where shares are withheld or delivered to cover taxes owed on equity compensation awards.

Were the CSX insider transactions open-market stock sales?

No. The Form 4 describes these as tax-withholding dispositions, not open-market sales. Shares were delivered to meet tax obligations on restricted stock unit grants, meaning they reduced the reported holdings but did not involve selling shares on the open market.

How did dividend reinvestment affect the CSX insider’s share count?

Footnotes state the reported holdings include shares acquired through dividend reinvestment on RSU grants. Specifically, 171, 171, and 99 shares were added over time as dividends were automatically reinvested, incrementally increasing the executive’s CSX share ownership.