CSX SVP reports tax-withholding share disposition

CSX Corp executive Michael S. Burns, SVP – CLO & Corporate Secretary, reported several tax-withholding dispositions of CSX common stock on February 13, 2026.

Rhea-AI Filing Summary

CSX Corp executive Michael S. Burns, SVP – CLO & Corporate Secretary, reported several tax-withholding dispositions of CSX common stock on February 13, 2026. Shares were withheld at $40.87 per share to satisfy tax obligations rather than sold in open-market trades.

After these transactions, Burns directly held 50,774 CSX common shares. He also indirectly held 1,773 equivalent shares through the CSX Corporation 401(k)/Savings Thrift Plan, whose value is tied to the daily net asset value of the CSX Stock Fund.

Insider Trade Summary

Exercise Price or Tax Liability: 1,239 shares

Exercise Price or Tax Liability 4 txns

Insider Burns Michael S.

Role SVP - CLO & Corp Secy

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	135	$40.87	$6K
Exercise Price or Tax Liability	Common Stock	209	$40.87	$9K
Exercise Price or Tax Liability	Common Stock	895	$40.87	$37K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,774 shares (Direct); Common Stock — 1,773 shares (Indirect, CSX Corporation 401(k) Plan)

Footnotes (5)

1. F1. Withholding of stock to satisfy tax obligation.
2. F2. Includes 23 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").
3. F3. Includes 20 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.
4. F4. Includes 50 shares acquired through the reinvestment of dividends since February 14, 2025, the grant date of the RSUs.
5. F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CSX (CSX) report for Michael S. Burns?

CSX reported that executive Michael S. Burns used company common stock to cover tax obligations. On February 13, 2026, shares were withheld at $40.87 per share, classified as tax-withholding dispositions rather than open-market sales of CSX stock.

How many CSX (CSX) shares does Michael S. Burns hold after the Form 4?

After the reported transactions, Michael S. Burns directly holds 50,774 CSX common shares. He also has 1,773 equivalent shares held indirectly through the CSX Corporation 401(k)/Savings Thrift Plan, whose value tracks the daily net asset value of the CSX Stock Fund.

Were the CSX (CSX) insider transactions open-market sales?

No, the Form 4 classifies the insider transactions as tax-withholding dispositions. Shares of CSX common stock were withheld at $40.87 per share to satisfy tax obligations, rather than being sold as discretionary open-market transactions by Michael S. Burns.

What does the tax-withholding disposition mean for CSX (CSX) stock?

The tax-withholding disposition means CSX shares were retained by the company to cover Michael S. Burns’ tax liabilities. This is an administrative transaction, coded “F,” and differs from voluntary open-market buying or selling of CSX common stock by the executive.

How are Michael S. Burns’ indirect CSX (CSX) holdings structured?

His indirect holdings are through the CSX Corporation 401(k)/Savings Thrift Plan. The Form 4 shows 1,773 equivalent CSX shares held by the plan’s trustee, with amounts fluctuating based on the daily net asset value of the CSX Stock Fund.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/18/2026 - 04:28 PM Learn about SEC filing dates

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^*

Burns Michael S.

(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 - CLO & Corp Secy

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		135(1)	D	$40.87	51,808(2)	D
Common Stock	02/13/2026		F		209(1)	D	$40.87	51,619(3)	D
Common Stock	02/13/2026		F		895(1)	D	$40.87	50,774(4)	D
Common Stock								1,773	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 23 shares acquired through the reinvestment of dividends since February 15, 2023, the grant date of the restricted stock units ("RSUs").

3. Includes 20 shares acquired through the reinvestment of dividends since February 16, 2024, the grant date of the RSUs.

4. Includes 50 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 Exhbit 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.