Burns Michael S. 4

What Happened

• Michael S. Burns, SVP — CLO & Corporate Secretary of CSX Corporation, had a total of 1,239 CSX shares withheld on Feb 13, 2026 to satisfy tax obligations tied to equity awards. The withholdings were: 135 shares @ $40.87 ($5,517), 209 shares @ $40.87 ($8,542) and 895 shares @ $40.87 ($36,579), totaling about $50,638. These were tax-withholding dispositions (code F), not open-market sales.

Key Details

• Transaction date: February 13, 2026; Price per share: $40.87.
• Shares withheld (disposed): 135, 209 and 895 — total 1,239 shares; total value ≈ $50,638.
• Shares owned after the transactions: not specified in the provided filing.
• Footnotes: F1 = withholding to satisfy tax obligation; F2–F4 note inclusion of dividend-reinvested shares from RSU grant dates (23, 20, and 50 shares respectively since the listed grant dates); F5 indicates a Trustee action through the CSX Savings Thrift Plan (cash-equivalent shares in the CSX Stock Fund).
• Filing timeliness: Form filed Feb 18, 2026 for a Feb 13 transaction. Given the Presidents’ Day holiday, this filing was within the normal two-business-day window (timely).
• Remark: Power of Attorney is attached as Exhibit 24.

Context

• These transactions are routine tax-withholding events tied to restricted stock units (RSUs) or similar awards — the company withheld shares to cover taxes rather than the insider selling shares on the open market. Such withholdings are administrative and do not necessarily indicate a change in insider sentiment.