How do CSX (CSX) ESPP purchases factor into Stephen Fortune’s share count?

Fortune’s beneficial ownership total includes 485 shares acquired under the CSX Employee Stock Purchase Plan on June 30, 2025 and 281 shares acquired on December 31, 2025. These ESPP purchases add to his directly held common stock, alongside equity awards and other previously reported holdings.

CSX EVP Fortune awarded 2,298 shares, 1,026 withheld

CSX Corp executive vice president Stephen Fortune reported equity compensation activity involving company common stock.

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Rhea-AI Filing Summary

CSX Corp executive vice president Stephen Fortune reported equity compensation activity involving company common stock. On January 23, 2026, he was awarded 2,298 shares at $0 per share under the 2023–2025 Long-Term Incentive Plan. On the same day, 1,026 shares were withheld at $36.64 per share to cover tax obligations.

After these transactions, Fortune directly beneficially owned 82,034 CSX shares. The holding total also reflects prior participation in the CSX Employee Stock Purchase Plan and a correction of earlier Forms 4 where certain holdings had been reported incorrectly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fortune Stephen

Role EVP - CD & TO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,298	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,026	$36.64	$38K

Holdings After Transaction: Common Stock — 82,034 shares (Direct)

Footnotes (4)

F1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.
F2. Includes 485 shares acquired under the CSX Employee Stock Purchase Plan ("ESPP") on June 30, 2025 and 281 shares acquired under the ESPP on December 31, 2025.
F3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Forms 4 filed on April 4, 2023, February 20, 2024 and April 2, 2024.
F4. Withholding of stock to satisfy tax obligation.

FAQ

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

CSX executive Stephen Fortune reported a grant of 2,298 common shares under a long-term incentive plan and the withholding of 1,026 shares to cover taxes. These transactions occurred on January 23, 2026 and affected only his personal equity compensation holdings.

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

After the reported transactions, Stephen Fortune directly beneficially owned 82,034 CSX common shares. This total incorporates his latest equity award, shares withheld for taxes, prior ESPP purchases, and a correction of earlier filings that had mistakenly reported certain share amounts.

What is the nature of the 2,298 CSX (CSX) shares awarded to Stephen Fortune?

The 2,298 CSX shares were awarded to Stephen Fortune under the company’s 2023–2025 Long-Term Incentive Plan. This type of award typically represents stock-based compensation granted to senior executives as part of their performance and retention package, rather than an open-market purchase.

Why were 1,026 CSX (CSX) shares withheld in Stephen Fortune’s Form 4?

The 1,026 CSX shares were withheld to satisfy Fortune’s tax obligations related to his equity award. Instead of paying taxes in cash, a portion of the granted shares was surrendered at $36.64 per share, a routine mechanism for handling tax liabilities on stock compensation.

Did the CSX (CSX) Form 4 correct any prior reporting errors for Stephen Fortune?

Yes. The filing notes that the total number of shares beneficially owned was updated because certain holdings were incorrectly reported in Forms 4 filed on April 4, 2023, February 20, 2024, and April 2, 2024. The new total is intended to accurately reflect his current ownership.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 01/27/2026 - 05:51 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)
01/23/2026

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	01/23/2026		A		2,298⁽¹⁾	A	$0	83,060⁽²⁾⁽³⁾	D
Common Stock	01/23/2026		F		1,026⁽⁴⁾	D	$36.64	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)

Explanation of Responses:

1. Shares awarded pursuant to the 2023-2025 Long-Term Incentive Plan.

2. Includes 485 shares acquired under the CSX Employee Stock Purchase Plan ("ESPP") on June 30, 2025 and 281 shares acquired under the ESPP on December 31, 2025.

3. The total number of shares beneficially owned is being updated to reflect that certain shares were mistakenly incorrectly reported on the Reporting Person's Forms 4 filed on April 4, 2023, February 20, 2024 and April 2, 2024.

4. Withholding of stock to satisfy tax obligation.

	Michael S. Burns, Attorney-in-Fact	01/27/2026
	** 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