Sorfleet Diana B 4

What Happened

• Diana B. Sorfleet, Executive Vice President & Chief Administrative Officer of CSX Corp. (CSX), had a total of 5,577 shares withheld to satisfy tax obligations related to restricted stock units (RSUs). The withholding occurred on Feb 13, 2026 at an effective price of $40.87 per share, resulting in proceeds/withholding value of about $227,933 (broken out as 2,010 shares = $82,149; 1,711 shares = $69,929; 1,856 shares = $75,855). These transactions are tax-withholding dispositions (code F), not open-market sales.

Key Details

• Transaction date: Feb 13, 2026; Price per share: $40.87.
• Shares withheld/ disposed: 2,010; 1,711; and 1,856 (total 5,577).
• Total value withheld: approximately $227,933.
• Shares owned after transaction: not reported in this Form 4.
• Footnotes: F1 indicates shares were withheld to satisfy tax obligation; F2–F4 note inclusion of shares (214, 126, 73 respectively) acquired via dividend reinvestment since RSU grant dates in 2023–2025.
• Exhibit: Power of Attorney attached as Exhibit 24.
• Filing timeliness: Transaction occurred Feb 13, 2026; Form 4 was filed Feb 18, 2026 — which appears to be later than the typical 2-business-day reporting window for Form 4s.

Context

• This was a routine tax-withholding disposition following RSU vesting (code F). Such withholdings are administrative and do not necessarily indicate a personal decision to sell shares on the open market.