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Norfolk Southern CEO settles 2,653 stock units

Norfolk Southern’s CEO settled a tranche of prior RSU awards into common stock, with a portion of the shares withheld to cover costs.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORFOLK SOUTHERN CORP (NSC) President & CEO Mark R. George exercised 2,653 Restricted Stock Units into the same number of shares of common stock on September 13, 2026, as part of a grant made on September 13, 2024 under the Norfolk Southern Corporation Long-Term Incentive Plan.

In connection with this settlement, 1,035 common shares were delivered or withheld for payment of exercise price or tax liability at $323.30 per share. Following this installment, George holds 29,664 Restricted Stock Units directly, which will ultimately be settled in common stock. No Rule 10b5-1 trading plan is reported.

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Insider George Mark R
Role President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F1 2,653 -- --
Exercise Common Stock F1 2,653 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,035 $323.30 $335K
Holdings After Transaction: Restricted Stock Units — 29,664 contracts (Direct); Common Stock — 22,783 shares (Direct)
Footnotes (1)
  1. F1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on September 13, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock. This distribution represents the second settlement of three installments.
Restricted Stock Units exercised 2,653 units Exercised into common stock on September 13, 2026
Common shares acquired from RSU settlement 2,653 shares Shares of Norfolk Southern common stock received on settlement of RSUs
Shares delivered/withheld for exercise price or tax liability 1,035 shares at $323.30 per share Code F transaction on September 13, 2026
Restricted Stock Units held after transaction 29,664 units Directly held by Mark R. George following this installment
RSU grant date referenced September 13, 2024 Original grant and credit date of the Restricted Stock Units
Restricted Stock Units financial
"Reports the number of Restricted Stock Units, exempt under Section 16(b)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Long-Term Incentive Plan financial
"under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Section 16(b) regulatory
"Restricted Stock Units, exempt under Section 16(b), granted and credited"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
economic equivalent financial
"Each Unit is the economic equivalent of one share of Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NSC’s CEO Mark R. George report in this Form 4?

He exercised 2,653 Restricted Stock Units into 2,653 shares of Norfolk Southern common stock on September 13, 2026, as a scheduled settlement under a prior equity award, with some shares delivered or withheld to cover exercise price or tax liability.

How many Norfolk Southern (NSC) RSUs did the CEO settle and when?

Mark R. George settled 2,653 Restricted Stock Units on September 13, 2026. The filing notes these units were granted and credited on September 13, 2024 under the Norfolk Southern Corporation Long-Term Incentive Plan and are being settled in installments.

How many NSC shares were used to cover costs in the CEO’s RSU settlement?

In connection with the RSU settlement, 1,035 common shares were delivered or withheld for payment of exercise price or tax liability at $323.30 per share, according to the Form 4 transaction coded as a payment of exercise price or tax liability.

How many Restricted Stock Units does the NSC CEO still hold after this transaction?

After this installment, Mark R. George holds 29,664 Restricted Stock Units directly. Each unit is the economic equivalent of one share of Norfolk Southern common stock and will ultimately be settled in common stock under the long-term incentive plan.

Was the NSC CEO’s Form 4 transaction done under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan was affirmed for these transactions, meaning they are not reported as being executed pursuant to a pre-arranged trading plan under Rule 10b5-1.

What is the origin of the RSUs exercised by the NSC CEO in this Form 4?

The RSUs were granted and credited on September 13, 2024 under the Norfolk Southern Corporation Long-Term Incentive Plan. Each unit is the economic equivalent of one share of common stock, and this distribution is described as the second of three installments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
George Mark R

(Last)(First)(Middle)
650 W PEACHTREE ST NW

(Street)
ATLANTA GEORGIA 30308

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/13/2026M2,653A$0.0000(1)23,818D
Common Stock09/13/2026F1,035D$323.322,783D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/13/2026M(1)2,653 (1) (1)Common Stock2,653(1)29,664D
Explanation of Responses:
1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on September 13, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock. This distribution represents the second settlement of three installments.
J. Jeremy Ballard via P.O.A. for Mark R. George09/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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