CSX (CSX) CFO uses share dispositions to cover tax obligations

Rhea-AI Filing Summary

CSX Corporation EVP & CFO Kevin S. Boone reported tax-related share dispositions of common stock. On February 13, 2026, he completed three Form 4 code F transactions described as payment of tax obligations by delivering shares at $40.87 per share, rather than open-market sales. After these dispositions, he directly held 193,381 shares of CSX common stock. Indirect holdings included 1,753 shares through the CSX Corporation 401(k) plan and 1,500 shares held in his spouse’s IRA.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Boone Kevin S.

Role EVP & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,724	$40.87	$111K
Tax Withholding	Common Stock	2,318	$40.87	$95K
Tax Withholding	Common Stock	2,516	$40.87	$103K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 197,945 shares (Direct); Common Stock — 1,753 shares (Indirect, CSX Corporation 401(k) Plan)

Footnotes (1)

1. Withholding of stock to satisfy tax obligation. Includes 291 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. 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.

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
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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^*

Boone Kevin S.

(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 & CFO

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		2,724(1)	D	$40.87	197,945(2)	D
Common Stock	02/13/2026		F		2,318(1)	D	$40.87	195,798(3)	D
Common Stock	02/13/2026		F		2,516(1)	D	$40.87	193,381(4)	D
Common Stock								1,753	I	CSX Corporation 401(k) Plan(5)
Common Stock								1,500	I	Spouse's IRA

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 291 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.

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.

FAQ

What did CSX (CSX) EVP & CFO Kevin Boone report in this Form 4?

Kevin Boone reported tax-related dispositions of CSX common stock using code F. The transactions delivered shares at $40.87 per share to satisfy tax obligations, leaving him with substantial remaining direct and indirect ownership positions in CSX stock.

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

The reported CSX transactions were not open-market sales. They were code F tax-withholding dispositions, where shares were delivered at $40.87 per share to cover tax obligations associated with equity awards, according to the transaction description and footnote language.

How many CSX (CSX) shares does Kevin Boone hold directly after the transactions?

After the reported tax-withholding dispositions, Kevin Boone directly holds 193,381 shares of CSX common stock. This figure reflects his remaining direct ownership as of the Form 4 date following the three code F transactions on February 13, 2026.

What indirect CSX (CSX) shareholdings are reported for Kevin Boone?

Indirect holdings include 1,753 CSX shares via the CSX Corporation 401(k) plan and 1,500 shares in his spouse’s IRA. The 401(k) position represents equivalent shares tied to the CSX Stock Fund’s cash value, which can fluctuate with the fund’s daily net asset value.

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

Code F indicates payment of an exercise price or tax liability by delivering securities. In this CSX Form 4, it reflects that shares of common stock were withheld or delivered at $40.87 per share to satisfy tax obligations, rather than being sold in the open market.

Do dividend reinvestments affect Kevin Boone’s CSX (CSX) share totals?

Yes. Footnotes state his holdings include shares acquired through dividend reinvestment since the grant dates of various restricted stock units. These reinvested dividends have incrementally increased his CSX share count over time within those RSU-related positions.