Norfolk Southern (NYSE: NSC) EVP gains stock from RSU vesting and tax withholding

Rhea-AI Filing Summary

Norfolk Southern EVP & Chief Commercial Officer Claude E. Elkins reported routine equity compensation activity. On January 26, 2026, 520 restricted stock units granted in 2023 converted into 520 shares of common stock at $0 exercise price. The company withheld 142 shares at $288.3125 per share to cover taxes, leaving 2,043 shares held directly.

On January 27, 2026, 515 restricted stock units granted in 2022 converted into 515 shares, with 141 shares withheld at $289.905 for taxes, leaving 2,417 shares held directly. Elkins also holds about 130.3291 shares indirectly through a 401(k) plan and continues to hold 4,950 and 4,435 restricted stock units from the 2023 and 2022 grants.

SEC Form 4

FORM 4

UNITED 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

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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^*

Elkins Claude E

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		M		520	A	$0.0000(1)	2,185	D
Common Stock	01/26/2026		F		142	D	$288.3125	2,043	D
Common Stock	01/27/2026		M		515	A	$0.0000(2)	2,558	D
Common Stock	01/27/2026		F		141	D	$289.905	2,417	D
Common Stock								130.3291	I	By 401(k) Plan(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/26/2026		M(1)			520	(1)	(1)	Common Stock	520	(1)	4,950	D
Restricted Stock Units	(2)	01/27/2026		M(2)			515	(2)	(2)	Common Stock	515	(2)	4,435	D

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 January 26, 2023, 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, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the third of four installments.

2. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 27, 2022, 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, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the fourth of four installments.

3. Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 27, 2026, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.

	J. Jeremy Ballard via P.O.A. for Claude E. Elkins	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Norfolk Southern (NSC) report for Claude E. Elkins?

Norfolk Southern reported that EVP & Chief Commercial Officer Claude E. Elkins had restricted stock units vest into common shares on January 26 and 27, 2026, with a portion of the resulting shares withheld to cover tax obligations under the company’s incentive plans.

How many Norfolk Southern shares did Claude E. Elkins receive from RSU vesting?

Claude E. Elkins received 520 common shares from a 2023 RSU grant and 515 common shares from a 2022 RSU grant. These restricted stock units converted into shares at a zero exercise price as part of scheduled vesting under Norfolk Southern’s long-term incentive plan.

How many Norfolk Southern shares were withheld for Claude E. Elkins’ taxes?

Norfolk Southern withheld 142 shares at $288.3125 per share on January 26, 2026, and 141 shares at $289.905 per share on January 27, 2026. These share withholdings were used to satisfy tax liabilities arising from the vesting of Elkins’ restricted stock units.

What are Claude E. Elkins’ Norfolk Southern share holdings after these transactions?

After the reported transactions, Claude E. Elkins directly holds 2,417 Norfolk Southern common shares. He also has approximately 130.3291 shares credited indirectly through the company’s Thrift and Investment Plan, a 401(k) plan, as of January 27, 2026, based on the plan’s unit accounting.

What restricted stock units does Claude E. Elkins still hold at Norfolk Southern?

Following the January 2026 vesting events, Claude E. Elkins continues to hold 4,950 restricted stock units from a January 26, 2023 grant and 4,435 restricted stock units from a January 27, 2022 grant. Each unit is economically equivalent to one share of Norfolk Southern common stock.

How does Claude E. Elkins hold Norfolk Southern shares through the 401(k) plan?

Claude E. Elkins holds Norfolk Southern shares indirectly via the Thrift and Investment Plan, a 401(k) plan. As of January 27, 2026, an estimated 130.3291 common shares are credited to his plan account, based on the plan administrator’s unit accounting system and various acquisition prices.