Fortune Stephen 4

What Happened

• Stephen Fortune, Executive Vice President — CD & TO at CSX (CSX), was granted 2,298 shares under the company's 2023–2025 Long‑Term Incentive Plan on January 23, 2026 (award acquisition, $0.00 per share).
• To satisfy tax withholding, 1,026 of those (or other vested) shares were withheld/disposed at $36.64 per share, generating approximately $37,593. This withholding (code F) is a tax‑satisfaction mechanism, not an open‑market sale.

Key Details

• Transaction date: January 23, 2026; Filing date: January 27, 2026.
• Award: 2,298 shares granted under the 2023–2025 LTIP (footnote F1).
• Withholding: 1,026 shares withheld to satisfy taxes at $36.64/share for ~$37,593 (footnote F4).
• Beneficial ownership: Reporting updates the total shares beneficially owned to correct prior reporting errors (see footnote F3). The filing also notes ESPP purchases of 485 shares (6/30/2025) and 281 shares (12/31/2025) included in ownership totals (footnote F2).
• Filing type codes: A = award/grant; F = tax withholding. The withholding is routine and not the same as an open‑market sale.

Context

• This was an LTIP award with shares withheld to cover taxes (a common, administrative step). Such withholding should not be interpreted the same as an insider selling shares on the market for cash.
• No indication in the form of a 10b5‑1 plan or a gift; the filing corrects prior ownership reporting.