Kenney Maryclare T. 4

What Happened
Maryclare T. Kenney, Senior Vice President & Chief Compliance Officer of CSX Corporation (CSX), had a total of 933 shares withheld/disposed on February 13, 2026 to satisfy tax obligations. The transactions were recorded as dispositions of: 294 shares, 198 shares, and 441 shares at $40.87 per share, for an aggregate reported value of approximately $38,132. These dispositions are reported under code F (withholding of stock to satisfy tax obligation).

Key Details

• Transaction date: 2026-02-13; reported on Form 4 filed 2026-02-18 (filed late relative to the 2-business-day rule).
• Price: $40.87 per share for each lot.
• Shares disposed: 294 + 198 + 441 = 933 shares; total reported value ≈ $38,132.
• Filing timeliness: Late filing (5 days after the transaction date). Late Form 4s reduce the immediacy of the disclosure but are commonly corrected by subsequent filing.
• Footnotes: F1 confirms shares were withheld to satisfy tax obligations. Other footnotes note small share amounts reflect dividend reinvestment from RSU grants (grant dates in 2023, 2024, 2025) and that some holdings may reflect equivalents in the CSX Savings Thrift Plan (by trustee). Power of Attorney is attached as Exhibit 24.

Context
These transactions are routine tax-withholding events (code F) often occurring when restricted stock units (RSUs) vest or when options are exercised and taxes are due. They are not open-market sales intended to signal a change in view on the company; rather, shares are retained/cancelled to cover tax liabilities.