CSX (CSX) EVP & CAO reports tax-withholding stock dispositions on Form 4

Rhea-AI Filing Summary

CSX CORP executive Diana B. Sorfleet reported tax-related share dispositions of company stock. On February 13, 2026, she had three Form 4 transactions coded "F," each described as a tax-withholding disposition of CSX common stock at $40.87 per share.

The transactions withheld 2,010 shares, 1,711 shares, and 1,856 shares to satisfy tax obligations, rather than open-market sales. After these filings, she directly owned 165,613 CSX shares, and the footnotes note additional shares accumulated through dividend reinvestment on prior restricted stock unit awards.

Insights

Insider trading and governance analyst

Routine tax withholding on equity awards; not an open-market sale.

The transactions involve Form 4 code F, which is described as payment of tax liability by delivering securities. This indicates shares were withheld to cover taxes tied to equity compensation, rather than discretionary selling of CSX CORP stock into the market.

After the tax-withholding dispositions, Diana B. Sorfleet still directly holds 165,613 CSX shares, so her ongoing equity exposure remains substantial. Footnotes explain incremental share increases from dividend reinvestment on prior restricted stock unit grants, reinforcing that these movements are part of regular compensation mechanics.

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

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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^*

Sorfleet Diana B

(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 & CAO

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		2,010(1)	D	$40.87	168,981(2)	D
Common Stock	02/13/2026		F		1,711(1)	D	$40.87	167,396(3)	D
Common Stock	02/13/2026		F		1,856(1)	D	$40.87	165,613(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 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.

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 did CSX (CSX) executive Diana B. Sorfleet report in this Form 4 filing?

She reported three tax-withholding dispositions of CSX common stock on February 13, 2026. All transactions used code F, meaning shares were delivered to cover tax obligations related to equity compensation rather than sold in an open-market transaction.

How many CSX shares were disposed of for taxes by Diana B. Sorfleet?

She disposed of 2,010, 1,711, and 1,856 CSX common shares through tax-withholding transactions. These Form 4 code F entries reflect shares withheld to satisfy tax liabilities tied to stock awards instead of elective market sales of her CSX holdings.

At what price were Diana B. Sorfleet’s CSX tax-withholding transactions recorded?

Each of the three tax-withholding dispositions was recorded at $40.87 per CSX share. This uniform price applies to the 2,010, 1,711, and 1,856 shares delivered to satisfy tax obligations associated with her CSX equity compensation on February 13, 2026.

How many CSX shares does Diana B. Sorfleet own after these Form 4 transactions?

After the reported tax-withholding dispositions, she directly owns 165,613 CSX common shares. Footnotes also indicate her holdings include shares accumulated through the reinvestment of dividends on prior restricted stock unit grants awarded in 2023, 2024, and 2025.

Are Diana B. Sorfleet’s CSX Form 4 transactions considered insider selling?

They are coded as tax-withholding dispositions rather than open-market insider sales. Form 4 code F and the footnote stating “withholding of stock to satisfy tax obligation” indicate shares were used to cover tax liabilities, not discretionary reductions of her CSX investment position.

What do the dividend reinvestment footnotes mean for CSX (CSX) shareholders?

The footnotes show Sorfleet’s holdings include shares gained through dividend reinvestment on RSU grants from 2023, 2024, and 2025. This means some additional CSX shares accrued automatically from reinvested dividends, reflecting standard equity compensation and dividend treatment rather than separate purchase transactions.