Sorfleet Diana B 4

What Happened Diana B. Sorfleet, Executive Vice President & Chief Accounting Officer of CSX Corporation (CSX), exercised multiple stock option tranches on 2026-02-19 and sold 90,000 shares in the open market the same day. She exercised 13,344 shares at $16.13, 25,434 shares at $17.94, and 51,222 shares at $22.70 (aggregate exercise cost ≈ $1,834,264) and sold 90,000 shares at a weighted-average price of $41.56 for total proceeds of $3,740,400. The filing also reports 90,000 shares disposed at $0 in connection with the exercises (derivative entries).

Key Details

• Transaction date: 2026-02-19; Form 4 filed: 2026-02-20 (timely).
• Sales: 90,000 shares sold in the open market at a weighted-average price of $41.56 (range $41.48–$41.70; footnote F1).
• Option exercises: 13,344 @ $16.13 ($215,239), 25,434 @ $17.94 ($456,286), 51,222 @ $22.70 ($1,162,739); total paid ≈ $1,834,264.
• Derivative disposals: 13,344, 25,434 and 51,222 shares reported as disposed at $0 (total 90,000) — consistent with shares withheld or surrendered in connection with the exercises.
• Net cash (sale proceeds minus exercise cost) ≈ $1,906,136.
• Footnotes: original option strikes and share counts were adjusted for a 3-for-1 stock split on June 28, 2021 (see F2–F7). F1 notes the sale price is a weighted average across multiple transactions; details available on request.
• Shares owned after transaction: not disclosed in the excerpt of the filing provided.

Context

• This was an option exercise (transaction code M) paired with a market sale (S). The filing indicates a cashless/covered exercise structure (options exercised and equivalent shares disposed/withheld), a common practice to cover exercise costs and tax withholding.
• Exercises and immediate sales are routine for insiders exercising vested options and do not by themselves indicate a change in company outlook. The filing is factual and was submitted promptly the next day.