Fortune Stephen 4

What Happened
Stephen Fortune, Executive Vice President (EVP - CD & TO) of CSX Corporation (CSX), exercised 31,456 stock options on Feb 3, 2026 (exercise cost $31.67 per share, total $996,212) and sold the resulting 31,456 shares in an open-market transaction the same day for a weighted average price of $38.65 per share (proceeds ≈ $1,215,774). The backing derivative position was also reported as disposed. This pattern (exercise followed by immediate sale) is commonly a cashless exercise.

Key Details

• Transaction date: 2026-02-03 (filed 2026-02-04 — timely).
• Exercise: 31,456 shares, $31.67 exercise price, total cash paid ≈ $996,212 (code M).
• Sale: 31,456 shares sold, weighted average sale price $38.65, proceeds ≈ $1,215,774 (code S). Sales occurred at prices between $38.56 and $38.73 (footnote F1).
• Derivative disposition: 31,456 shares reported as disposed with $0 value (conversion/mathematical reporting of exercised derivative).
• Vesting note (F2): the option vested in three equal installments on Feb 15, 2024; Feb 15, 2025; and Feb 15, 2026.
• Shares owned after the transaction: not specified in the filing.
• No 10b5-1 plan, tax withholding, or late filing indicated in this Form 4.

Context
Because the shares were exercised and sold the same day, this was effectively a cashless exercise where the insider realized the difference between the market and exercise prices. Sales by executives can be routine (liquidity or tax-related); they do not by themselves indicate company outlook. The filing includes a footnote offering to provide a breakdown of the number of shares sold at each sale price within the disclosed range.